Use of Names. The Subadviser owns the right to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 15 contracts
Sources: Subadviser Agreement (Barr Rosenberg Series Trust), Subadviser Agreement (Barr Rosenberg Variable Insurance Trust), Subadviser Agreement (Laudus Trust)
Use of Names. The Subadviser owns the right to shall not use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services name, logo, insignia, or products, and such names may be used by other identifying mark of the Trust, the Manager Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service 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 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 only with the consent of the Subadviser. The Subadviser consents shall have a royalty-free license to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in 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 "AXA ▇▇▇▇▇▇▇▇▇" 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 prepared (except as may be reasonably necessary to comply with applicable law or as required in connection with the Fund, but only for so long as (iTrust’s standard reporting) this agreement shall remain in full force (except that the Manager and the Fund shall 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 promptly upon termination of this Agreement 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 for periods thereafter as may other marketing and communications materials referring to or containing information regarding the Subadviser shall be required for disclosure in a regulatory filing, subject in each case to the review and approval of the Subadviser's prior approval, which approval 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 agrees to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 commercially reasonable efforts to change the name review all such material promptly, but no later than ten days of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementreceipt thereof.
Appears in 4 contracts
Sources: 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 owns the right to shall not use the names "name, logo, insignia, or other identifying ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by ▇ of the Trust, the Manager Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service ▇▇▇▇ 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 only with the consent of the Subadviser. The Subadviser consents shall have a royalty-free license to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in 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 "AXA ▇▇▇▇▇▇▇▇▇" 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 prepared (except as may be reasonably necessary to comply with applicable law or as required in connection with the Fund, but only for so long as (iTrust’s standard reporting) this agreement shall remain in full force (except that the Manager and the Fund shall 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 promptly upon termination of this Agreement 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 for periods thereafter as may other marketing and communications materials referring to or containing information regarding the Subadviser shall be required for disclosure in a regulatory filing, subject in each case to the review and approval of the Subadviser's prior approval, which approval 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 agrees to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 commercially reasonable efforts to change the name review all such material promptly, but no later than ten days of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementreceipt thereof.
Appears in 4 contracts
Sources: 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 owns hereby consents to the right to Portfolio being named the BlackRock Global Tactical Strategies Portfolio. The Adviser shall not use the name “BlackRock” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “BlackRock” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “BlackRock.”
Appears in 3 contracts
Sources: 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 owns 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 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 the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviserthis name. The Subadviser consents Adviser agrees to the use by the Trust and the Manager submit copies of the names "▇▇▇▇▇▇▇▇▇" in the name all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in a regulatory filing, subject in each case to the Subadviser's any advertising or promotional materials without Sub-Adviser’s prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the JPMorgan Global Active Allocation Portfolio, Ltd. The Company shall not use the name “JPMorgan” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Adviser or any of its affiliates in connection with investment-related services any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders or products, and such names may be used other material relating to the Trust or the Company in any manner not approved prior thereto by the TrustAdviser; provided, however, that the Manager Adviser hereby approves 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 Fund only with the consent of the SubadviserSEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser consents to the Adviser shall not use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" Company or the Trust or any of their affiliates in any materials prepared material relating to the Adviser in connection with any manner not approved prior thereto by the FundCompany; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager Company shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “JPMorgan” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Fund shall be permitted to use such names in reference to other entities may include the Fund's former name and the Subadviser's former role “JPMorgan” or any derivative or abbreviation thereof as subadvisor for a reasonable transition period part of not less than six months nor more than twelve months after the their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filingcause the Company, subject in each case the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and ▇▇▇▇ “JPMorgan,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement, the Charter Documents and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of name shall be used by and to reflect that the Trust or the Manager at any time or in any place or for any purposes or under any conditions except Adviser no longer serves as provided in this section. The foregoing limited authorization by the Subadviser adviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 3 contracts
Sources: 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 owns hereby consents to the right to Portfolio being named the TCW Core Fixed Income Portfolio. The Adviser shall not use the name “TCW” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature, 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 "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “TCW” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and ▇▇▇▇ “TCW,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 3 contracts
Sources: 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 owns hereby consents to the right to Portfolio being named the AQR Global Risk Balanced Portfolio. The Adviser shall not use the name “AQR” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature, 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 "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and, provided, further, 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 entities (including other investment companies) and that such other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in other entities may include the name “AQR” or any derivative or abbreviation thereof as part of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 their names. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and ▇▇▇▇ “AQR,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 3 contracts
Sources: 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 owns the right to shall not use the names "name, logo, insignia, or other identifying ▇▇▇▇ of the Trust or the Adviser or any of their affiliates or any derivative or logo or trade or service ▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Adviser or any of its affiliates in connection with investment-related services or products, and such names may be used material relating to the Subadviser in any manner not approved in writing prior thereto by the TrustAdviser; provided, however, that during the term of this Agreement, the Manager 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 only with the consent of the Subadviser. The Subadviser consents shall have a royalty-free license to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in 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 "AXA ▇▇▇▇▇▇▇▇▇" the Fund’s selling agents will use such names in 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 of the Subadviser with respect to the Subadviser Assets (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 prepared (except as may be reasonably necessary to comply with applicable law or as required in connection with the Fund, but Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only for so long information in the categories set forth on Appendix B attached hereto (as (isuch information shall be agreed and updated from time to time by the Subadviser) this agreement shall remain in full force (except that which the Manager Adviser and the Fund shall be permitted to use such names in reference to without the Fund's former name and the Subadviser's former role as subadvisor for a reasonable transition period prior approval 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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, during 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 term of this section (includingAgreement, without limitation, consenting to such use of said names). Without limiting the generality of the foregoing, the Trust all sales 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 other marketing materials utilizing the name of the Trust Subadviser and Fund so as to eliminate all reference, if any, any combination or derivation thereof shall be subject to the names "▇▇▇▇▇▇▇▇▇" review and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part approval of the Trust Subadviser and Manager shall be binding upon them, the Subadviser agrees to use commercially reasonable efforts to review all such material within ten business days of their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementreceipt thereof.
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (JPMorgan Trust III), Investment Sub Advisory Agreement (JPMorgan Trust III)
Use of Names. The Subadviser owns hereby consents to the right to use Portfolio being named the names "▇. ▇▇▇▇ Price Large Cap Value Portfolio. The Adviser shall not use the name “▇. ▇▇▇▇ Price” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser except for information which is otherwise publicly available; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser except for information which is otherwise publicly available; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “▇. ▇▇▇▇▇▇▇▇▇" in the name ▇ Price” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇ “▇. ▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ Price.”
Appears in 3 contracts
Sources: 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 owns the right to Manager shall not use the names name "Gallatin" or "▇.▇. ▇▇▇▇▇▇▇" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "AXA ▇.▇. ▇▇▇▇▇▇▇▇▇," in connection with investment-related services "Gallatin" or productsany derivative or abbreviation thereof as part of their name, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Adviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names ▇ "▇.▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇. ▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name Gallatin"▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns 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 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 the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviserthis name. The Subadviser consents Adviser agrees to the use by the Trust and the Manager submit copies of the names "▇▇▇▇▇▇▇▇▇" in the name all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office (or elsewhere, as provided by the Sub-Adviser) for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period 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 Sub-Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not less than six months nor more than twelve months after be unreasonably withheld. In the event of termination of this Agreement, the Adviser will continue to furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer in any way to the Sub-Adviser. The provisions of this paragraph shall survive the termination of this Agreement and Agreement. The Sub-Adviser agrees to submit copies of all sales literature or other material prepared for periods thereafter as may be required for disclosure distribution to interest holders of the Fund or the public that refer in a regulatory filing, subject in each case any way to the Subadviser's 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 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 (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which shall will not be unreasonably withheld), and or (ii2) each the 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 furnish to the Adviser and/or the Trust, as applicable, copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Adviser or the Trust. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the Schroders Global Multi-Asset Portfolio, Ltd. The Company shall not use the name “Schroders” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “Schroders” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “Schroders” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “Schroders,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 3 contracts
Sources: 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 owns Adviser hereby consents to the right to Company being named the Invesco Balanced-Risk Allocation Portfolio, Ltd. The Company shall not use the name “Invesco” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “Invesco,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 3 contracts
Sources: 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 owns hereby consents to the right to Portfolio being named the Invesco Balanced-Risk Allocation Portfolio. The Adviser shall not use the name “Invesco” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC or a state securities commission; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time directors, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of their name, 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 useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 3 contracts
Sources: 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 owns Adviser hereby consents to the right to Company being named the AllianceBernstein Global Dynamic Allocation Portfolio, Ltd. The Company shall not use the name “AllianceBernstein” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “AllianceBernstein” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “AllianceBernstein” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “AllianceBernstein,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 3 contracts
Sources: 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 owns the right to Adviser shall not use the name “PIMCO” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “PIMCO” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “PIMCO.”
Appears in 3 contracts
Sources: 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 owns Adviser hereby consents to the right to Portfolio being named the PIMCO Innovation Portfolio. The Manager shall not use the name "PIMCO" and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "PIMCO" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names PIMCO."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. (a) The Names “Rayliant” and “RAYJ”. The Adviser grants to the Subadviser owns the right a sub-license to use the names "▇▇▇▇▇▇▇▇▇" “Rayliant” and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by “RAYJ” (the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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“Names”), 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 Adviser to the Trust and Manager Subadviser to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" Names is not exclusive of the right of the Subadviser Adviser itself to use, or to authorize others to use, said namesthe Names; the Trust Subadviser acknowledges and Manager acknowledge agrees that, as between the Subadviser and agree that as among the SubadviserAdviser, the Trust Adviser has the right to use, or authorize others to use, the Names. The Subadviser shall use the Names only in a manner consistent with uses approved by the Adviser. Notwithstanding the foregoing, neither the Subadviser nor any affiliate or agent of the subadviser shall make reference to or use the Names or any of Adviser’s respective affiliates or clients names without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed; provided, that the Subadviser is authorized to disclose the Names and the Manager, Adviser’s and each Fund’s identities as clients of the Subadviser in any representative client list prepared by the Subadviser for use in marketing materials. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Subadviser to satisfy the foregoing obligation in connection with any services said affiliates or agents provide to the Subadviser or to a Fund under this Agreement. The Adviser has obtained all licenses and permissions necessary for the Subadviser to use any index data provided to the Subadviser by the Adviser or Adviser’s agent under this Agreement and the Subadviser is not required to obtain any said licenses or permissions itself. The Trust grants to the Subadviser a sub-license to use a Fund’s name or the Funds’ names (collectively, a “Fund Name”). The foregoing authorization by the Trust to the Subadviser to use a Fund Name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, said names; and a Fund Name. The Subadviser shall use a Fund Name only in a manner consistent with uses approved by the Trust and Manager agree, on behalf Trust. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Fund, to take such action as may reasonably be requested by the Subadviser to give full effect satisfy the foregoing obligation in connection with any services said affiliates or agents provide to the provisions of this section (including, without limitation, consenting Subadviser or 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 Trust and a Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Subadvisory Agreement (Advisors' Inner Circle Fund III), Subadvisory Agreement (Advisors' Inner Circle Fund III)
Use of Names. The Sub-Subadviser owns the right to shall not use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services name, logo, insignia, or products, and such names may be used by other identifying mark of the Trust, the Manager Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service 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 only with the consent of the Subadviser. The Subadviser consents shall have a royalty-free license to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in 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 "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to ’s distributor will use such names in reference 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 Fund's former Sub-Subadviser Assets. 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 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 other marketing and for periods thereafter as may be required for disclosure in a regulatory filingcommunications materials, subject in each case 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's prior approval, which approval 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 Sub-Subadviser to the Trust and Manager agrees to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 commercially reasonable efforts to change the name review all such material promptly, but no later than ten days of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementreceipt thereof.
Appears in 2 contracts
Sources: Investment Sub Sub Advisory Agreement (Six Circles Trust), Investment Sub Sub Advisory Agreement (Six Circles Trust)
Use of Names. (a) As owner or licensee of the rights to use and sublicense the use of the name “StepStone” and any trademarks or derivatives thereof or logo associated therewith, the Sub-Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the StepStone name and mark as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Sub-Adviser (or any organization which shall have succeeded to the Sub-Adviser’s business as investment manager (the “Sub-Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sub-Adviser or the Sub-Adviser’s Successor is an owner or licensee of the StepStone name and mark. The Subadviser owns the Fund agrees that it shall have no right to sublicense or assign rights to use the names "▇▇▇▇▇▇▇▇▇" StepStone name and "AXA ▇▇▇▇▇▇▇▇▇" mark, it shall acquire no interest in the StepStone name and mark other than the rights granted herein, and the Fund shall not challenge the validity of the StepStone name and mark or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with investmentthe StepStone name and mark shall meet commercially reasonable standards of quality, as may be determined by the Sub-related services Adviser from time to time. At the Sub-Adviser’s reasonable request, the Fund shall cooperate with the Sub-Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Sub-Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or productsany other investment management agreement shall no longer be in effect between the Sub-Adviser (or the Sub-Adviser’s Successor) and the Fund, or the Sub-Adviser no longer is an owner or licensee of the StepStone name and mark, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “StepStone” in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in or any materials prepared in connection other name indicating that it is advised by, managed by or otherwise connected with the FundSub-Adviser (or the Sub-Adviser’s successor). In no event shall the Fund use the StepStone name and marks or any other name or mark confusingly similar thereto (including, but only for so long as not limited to, any name or mark that includes the name “StepStone”) if this Agreement or any other investment management agreement between the Sub-Adviser (ior the Sub-Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 2 contracts
Sources: Sub Advisory Agreement (StepStone Private Credit Income Fund), Sub Advisory Agreement (StepStone Private Infrastructure Fund)
Use of Names. The Subadviser owns 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 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 name "LoCorr" or the Sub- Adviser's right to use the name "[____________]" in the name of, or in connection with, any other business enterprises with which, respectively, the Adviser or Sub-Adviser or may become associated. There is no charge to the Trust for the right to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent either of the Subadviserthese names. The Subadviser consents Adviser agrees to the use by the Trust and the Manager submit copies of the names "▇▇▇▇▇▇▇▇▇" in the name all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub- Adviser, its subsidiaries and/or affiliates (collectively, "Sub-Adviser Marks") in a regulatory filing, subject in each case to the Subadviserany advertising or promotional materials without Sub-Adviser's prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser owns 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 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, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" Funds or the public that refer in connection with investmentany way to the Sub-related services Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Funds) to the Sub-Adviser at its principal office (or productselsewhere, 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 may or any other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be used by unreasonably withheld. In the Trustevent of termination of this Agreement, the Manager and Adviser will continue to furnish to the Fund only with the consent Sub-Adviser copies of any of the Subadviserabove-mentioned materials that refer in any way to the Sub-Adviser. The Subadviser consents to the use by the Trust and the Manager provisions of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement paragraph shall remain in full force (except that the Manager and the Fund shall 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 survive the termination of this Agreement and Agreement. The Sub-Adviser agrees to submit copies of all sales literature or other material prepared for periods thereafter as may be required for disclosure distribution to interest holders of the Funds or the public that refer in a regulatory filing, subject in each case any way to the Subadviser's 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 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 (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which shall will not be unreasonably withheld), and or (ii2) each the 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 furnish to the Adviser and/or the Trust, as applicable, copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Adviser or the Trust. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser owns the right to Adviser shall not use the names "name, logo, trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" ▇ or derivative of the foregoing of the Sub-Adviser or any of the Sub-Adviser’s affiliates in connection with investmentany prospectus, sales literature or other materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-related services Adviser; provided, however, that the Sub-Adviser shall approve all uses of its or productsits 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, and provided further, that in no event shall such names may approval be used by unreasonably withheld. The Sub-Adviser shall not use the name of the Trust, the Manager and Fund or the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" Adviser in any materials prepared relating to the Sub-Adviser in connection any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its and the Fund’s or the Trust’s name, and to the extent the Adviser’s approval is not prohibited by pre-existing agreement with the Predecessor Fund or the Predecessor Adviser, the Predecessor Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference to the Fund's former ’s 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 Predecessor Adviser’ name, which (1) merely refer in a regulatory filing, subject in each case accurate terms to the Subadviser's prior approvalappointment of the Sub-Adviser hereunder, which including placing the Trust’s, the Fund’s or the Adviser’s name, or the Predecessor Fund’s name or the Predecessor Adviser’s name, on the Sub-Adviser’s list of representative clients; (2) are required by the SEC or a state securities commission; or (3) appear in biographical descriptions or Composite Performance Materials of the Sub-Adviser or its principals; and, provided further, that in no event shall not such approval 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Advisors Inc)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the AllianceBernstein Global Dynamic Allocation Portfolio. The Adviser shall not use the name “AllianceBernstein” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “AllianceBernstein” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “AllianceBernstein.”
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns 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 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 names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or productsAdviser, and such names may be used by the Trust, the Manager and nor the Fund only with the consent nor any affiliate of the Subadviser. The Subadviser consents to foregoing will use the use by the Trust and the Manager registered trademarks, service marks, logos, names or any other proprietary designations of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in any advertising or promotional materials prepared in connection with without the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 Sub-Adviser’s prior written approval, which shall 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 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 Sub-Adviser as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and (ii) each the Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. In the event of termination of this Agreement, the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Wakefield Alternative Series Trust), Sub Advisory Agreement (Wakefield Alternative Series Trust)
Use of Names. The Subadviser owns Following the Closing Date, the Company and the ECN Entities shall have the sole and exclusive ownership of and right to use use, as between the names "▇▇▇▇▇▇▇▇▇" Company and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or productsthe ECN Entities, on the one hand, and such names may be used by Newco and its Subsidiaries, on the Trustother hand, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager each of the names "▇▇▇▇▇▇▇▇▇" that are (i) set forth in the name Part A of Section 6.2 of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared Disclosure Schedule or (ii) used solely in connection with the Fund, but only for so long as Retained Business (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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“Retained Names”), and (ii) each of the Trust trade marks, trade names, service marks and Manager other proprietary rights related to such Retained Names (the “Retained Proprietary Name Rights”). Following the Closing Date, Newco and its Subsidiaries shall fully perform, fulfill have the sole and comply with all provisions exclusive ownership 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 useas between Newco and its Subsidiaries, said names; on the one hand, and the Trust Company and Manager agreethe ECN Entities, on behalf the other hand, all names used by the Company and its Subsidiaries other than the Retained Names, including the Names set forth on Part B of Section 6.2 of the FundDisclosure Schedule (the “Newco Names”), to take such action as may reasonably be requested by the Subadviser to give full effect to the provisions of this section (includingand all other trade marks, without limitationtrade names, consenting service marks and other proprietary rights related to such use of said namesNewco Names (the “Newco Proprietary Name Rights”). Without limiting the generality of Notwithstanding the foregoing, neither the Trust Company and Manager the ECN Entities, nor Newco and its Subsidiaries, shall use any names that are confusingly similar to the Retained Names or the Newco Names, as applicable, without the prior written consent of the other party, provided that the parties agree thatthat none of the Names set forth on Part A of Section 6.2 of the Disclosure Schedule, upon on the one hand, and the Names set forth on Part B of Section 6.2 of the Disclosure Schedule, on the other hand, shall be deemed to be “confusingly similar.” As promptly as practicable following the Closing Date but in no event later than one hundred eighty (180) days following the Closing Date, the parties hereto shall, and shall cause their respective Subsidiaries and other Affiliates to, take all action necessary to cease using, and change (including by amending any termination of this agreement charter documents), any corporate or upon other names which are the violation of same as or confusingly similar to any of its provisions by the Trust Newco Names and the Newco Proprietary Name Rights or Managerthe Retained Names and the Retained Proprietary Name Rights, each of the Trust and Manager will use its best efforts to change the name of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementcase may be.
Appears in 2 contracts
Sources: Transaction Agreement (Nasdaq Stock Market Inc), Transaction Agreement (Instinet Group Inc)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the PIMCO Money Market Portfolio. The Manager shall not use the name "PIMCO" and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "PIMCO" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names PIMCO."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns 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 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, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" Funds or the public that refer in connection with investmentany way to the Sub-related services Adviser (other than identifying the Sub-Adviser as Sub-Adviser to the Funds) to the Sub-Adviser at its principal office (or productselsewhere, 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 may or any other proprietary designations of Sub-Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Sub-Adviser’s prior written approval, which will not be used by unreasonably withheld. In the Trustevent of termination of this Agreement, the Manager and Adviser will continue to furnish to the Fund only with the consent Sub-Adviser copies of any of the Subadviserabove-mentioned materials that refer in any way to the Sub-Adviser. The Subadviser consents to the use by the Trust and the Manager provisions of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement paragraph shall remain in full force (except that the Manager and the Fund shall 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 survive the termination of this Agreement and Agreement. The Sub-Adviser agrees to submit copies of all sales literature or other material prepared for periods thereafter as may be required for disclosure distribution to interest holders of the Funds or the public that refer in a regulatory filing, subject in each case any way to the Subadviser's 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 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 (1) Adviser, its subsidiaries and/or affiliates in any advertising or promotional materials without Adviser’s prior written approval, which shall will not be unreasonably withheld), and or (ii2) each the 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 furnish to the Adviser and/or the Trust, as applicable, copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Adviser or the Trust. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (LoCorr Investment Trust), Sub Advisory Agreement (LoCorr Investment Trust)
Use of Names. The Subadviser owns hereby consents to the right to use Portfolio being named the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇ Global Equity Portfolio. The Adviser shall not use the name ▇▇▇▇▇▇▇▇▇" ▇▇ and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or productsother material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, and such names may be used however, that the Subadviser hereby approves all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser hereby approves all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser hereunder or which are required by the SEC or a state securities commission. To the extent not required by applicable law and regulation, each party shall cease to use the name of the other party upon the termination of this Agreement. The Subadviser consents Adviser recognizes that from time to the use by the Trust time trustees, officers and the Manager employees of the names "Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name ▇▇▇▇▇▇▇▇▇" in the name ▇▇ or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. (a) As owner or licensee of the rights to use and sublicense the use of the name “StepStone” and any trademarks or derivatives thereof or logo associated therewith, the Sub-Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the StepStone name and mark as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Sub-Adviser (or any organization which shall have succeeded to the Sub-Adviser’s business as investment manager (the “Sub-Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sub-Adviser or the Sub-Adviser’s Successor is an owner or licensee of the StepStone name and mark. The Subadviser owns the Fund agrees that it shall have no right to sublicense or assign rights to use the names "▇▇▇▇▇▇▇▇▇" StepStone name and "AXA ▇▇▇▇▇▇▇▇▇" mark, it shall acquire no interest in the StepStone name and mark other than the rights granted herein and the Fund shall not challenge the validity of the StepStone name and mark or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with investmentthe StepStone name and mark shall meet commercially reasonable standards of quality, as may be determined by the Sub-related services Adviser from time to time. At the Sub-Adviser’s reasonable request, the Fund shall cooperate with the Sub-Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Sub-Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or productsany other investment management agreement shall no longer be in effect between the Sub-Adviser (or the Sub-Adviser’s Successor) and the Fund, or the Sub-Adviser no longer is an owner or licensee of the StepStone name and mark, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “StepStone” in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in or any materials prepared in connection other name indicating that it is advised by, managed by or otherwise connected with the FundSub-Adviser (or the Sub-Adviser’s successor). In no event shall the Fund use the StepStone name and marks or any other name or mark confusingly similar thereto (including, but only for so long as not limited to, any name or mark that includes the name “StepStone”) if this Agreement or any other investment management agreement between the Sub-Adviser (ior the Sub-Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 2 contracts
Sources: Sub Advisory Agreement (StepStone Private Equity Strategies Fund), Sub Advisory Agreement (StepStone Private Equity Strategies Fund)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Endeavor Janus Growth Portfolio. The Manager shall not use the names "name or ▇▇▇▇▇▇▇▇▇" and ▇ "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the name of the Trust or the Manager 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "AXA Janus" or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name ▇ "▇▇▇▇▇▇▇▇▇" or ."AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Endeavor Series Trust), Investment Advisory Agreement (Endeavor Series Trust)
Use of Names. (a) The Names “Democracy International” and “DMCY”. The Adviser grants to the Subadviser owns the right a non-exclusive sub-license to use the names "▇▇▇▇▇▇▇▇▇" “Democracy International” and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by “DMCY” (the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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“Names”), 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 Adviser to the Trust and Manager Subadviser to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" Names is not exclusive of the right of the Subadviser Adviser itself to use, or to authorize others to use, said namesthe Names; the Trust Subadviser acknowledges and Manager acknowledge agrees that, as between the Subadviser and agree that as among the SubadviserAdviser, the Trust Adviser has the right to use, or authorize others to use, the Names. The Subadviser shall use the Names only in a manner consistent with uses approved by the Adviser. Notwithstanding the foregoing, neither the Subadviser nor any affiliate or agent of the subadviser shall make reference to or use the Names or any of Adviser’s respective affiliates or clients names without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed; provided, that the Subadviser is authorized to disclose the Names and the Manager, Adviser’s and each Fund’s identities as clients of the Subadviser in any representative client list prepared by the Subadviser for use in marketing materials. The Adviser has obtained all licenses and permissions necessary for the Subadviser to use any index data provided to the Subadviser by the Adviser or Adviser’s agent under this Agreement and the Subadviser is not required to obtain any said licenses or permissions itself . The Trust grants to the Subadviser a sub-license to use a Fund’s name or the Funds’ names (collectively, a “Fund Name”). The foregoing authorization by the Trust to the Subadviser to use a Fund Name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, said names; and a Fund Name. The Subadviser shall use a Fund Name only in a manner consistent with uses approved by the Trust and Manager agree, on behalf Trust. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Fund, to take such action as may reasonably be requested by the Subadviser to give full effect satisfy the foregoing obligation in connection with any services said affiliates or agents provide to the provisions of this section (including, without limitation, consenting Subadviser or 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 Trust and a Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Subadvisory Agreement (Advisors' Inner Circle Fund III), Subadvisory Agreement (Advisors' Inner Circle Fund III)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the Schroders Global Multi-Asset Portfolio. The Adviser shall not use the name “Schroders” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC or a state securities commission; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time directors, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name Schroders or any derivative or abbreviation thereof as part of their name, 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 useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns the right to Neither party shall use the names "name, trademark or trade name of the other party or any of its affiliates or refer to the existence of this Agreement in any advertising, promotional or other material, whether in written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior written approval of the non-disclosing party. Notwithstanding the foregoing, you agree that for so long as the Fund remains in existence and you serve as a subadviser to the 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 ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trusttrade name (collectively, the Manager “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Fund only with Trust (collectively, “Materials”), subject to the consent terms of the Subadviserthis paragraph 13. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall Adviser will be permitted to use such names the Licensed IP in reference any Materials solely for the purpose of identifying you as a non-discretionary subadviser 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 Fund or including you in a regulatory filing, subject in each case listing of entities that serve as subadvisers to the Subadviser's series of the Trust, without your prior approval. With respect to all other Materials, which shall not the Adviser’s use of the Licensed IP will be unreasonably withheldsubject 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), and (ii) each of the Trust and Manager shall fully performwithout your approval, 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 in order to such use of said names). Without limiting the generality update statistical data or identifying information regarding any new or existing series or subadviser of the foregoingTrust, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Trust and Manager agree thatAdviser 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 termination of this agreement way. The Adviser acknowledges that it will acquire no right, title or upon interest to the violation of Licensed IP or any of its provisions by the Trust or Manager, each of the Trust and Manager goodwill associated therewith. The Adviser further agrees that it will use its best efforts to change the name of the Trust and Fund so as to eliminate be responsible for ensuring that all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name Materials containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoeverLicensed IP which are used to market the Fund to current and prospective investors will comply with applicable laws, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust rules and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementregulations.
Appears in 2 contracts
Sources: Non Discretionary Model Portfolio Provider Agreement (Harbor ETF Trust), Non Discretionary Model Portfolio Provider Agreement (Harbor Funds)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCO" and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "PIMCO" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names PIMCO."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the MFS Mid Cap Growth Portfolio. The Manager shall not use the names "Massachusetts Financial Services Company," "MFS Investment Management" or "MFS" or any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or products, and such names may be used which are required by the SEC or a state securities commission. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser hereunder or which are required by the SEC or a state securities commission. 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 entities (including other investment companies) and that such other entities may include the name "MFS" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall as soon as practicable but within 30 days thereafter cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names MFS."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the Brighthouse/▇▇▇▇▇ ▇▇▇▇▇ Floating Rate Portfolio. The Adviser shall not use the names "name “▇▇▇▇▇ ▇▇▇▇▇” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and, provided, further, 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 entities (including other investment companies) and that such other entities may include the name “▇▇▇▇" and "AXA ▇ ▇▇▇▇▇” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and ▇▇▇▇ “▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇ ▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.”
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns the right to shall not use the names "name, logo, insignia, or other identifying ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by ▇ of the Trust, the Manager Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service ▇▇▇▇ 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 only with shall have a royalty-free license to use the consent legal name of the SubadviserSubadviser 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 consents 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 use by the Trust Subadviser Assets. The Adviser and the Manager of the names "▇▇▇▇▇▇▇▇▇" in Fund shall cease to use the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" Subadviser in any newly printed materials prepared (except as may be reasonably necessary to comply with applicable law or as required in connection with the Fund, but only for so long as (iTrust’s standard reporting) this agreement shall remain in full force (except that the Manager and the Fund shall 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 promptly upon termination of this Agreement 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 for periods thereafter as may other marketing and communications materials referring to or containing information regarding the Subadviser shall be required for disclosure in a regulatory filing, subject in each case to the review and approval of the Subadviser's prior approval, which approval 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 agrees to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 commercially reasonable efforts to change the name review all such material promptly, but no later than ten days of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementreceipt thereof.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Six Circles Trust), Investment Sub Advisory Agreement (Six Circles Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the PanAgora Global Diversified Risk Portfolio . The Adviser shall not use the name “PanAgora” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature, 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 "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and ▇▇▇▇ “PanAgora,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the ClearBridge Aggressive Growth Portfolio II. The Adviser shall not use the name “ClearBridge” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC or a state securities commission; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time directors, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name “ClearBridge” or any derivative or abbreviation thereof as part of their name, 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 useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Met Investors Series Trust), Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns (a) Aon is not conveying ownership rights or granting Buyer or its Affiliates (including the right Company and the Subsidiaries after the Closing) a license to use any of the tradenames, service marks or trademarks of Aon or any Affiliate of Aon (other than the trademarks and service marks included in the Intellectual Property identified in Schedule 5.11(a)) (collectively, the “Retained Names and Marks”) and, after the Closing, Buyer and its Affiliates (including the Company and the Subsidiaries after the Closing) shall not use in any manner the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" or marks of Aon or any Affiliate of Aon or any word that is similar in connection with investment-related services sound or products, and appearance to such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadvisermarks, except as provided in this section. Such covenants on Section 8.7.
(b) Following the part Closing, Buyer shall (and shall cause the Company and the Subsidiaries to) cease promptly, but in no event later than 120 days after the Closing Date, using (i) any advertising or promotional materials and (ii) any stationery, business cards, business forms and other similar items, in each case that contain anywhere thereon any of the Trust Retained Names and Manager Marks; provided, however, that Buyer shall be binding upon them(and shall cause the Company and the Subsidiaries to), their trusteeswhen using items referred to in clause (ii) in the context of entering into or conducting contractual relationships, directorsmake reasonably clear to all other applicable parties that Buyer and the Company and the Subsidiaries, rather than Aon or any Affiliate of Aon is the party entering into or conducting the contractual relationship; provided, further, that Buyer shall (and shall cause the Company to) ensure that personnel of the Company and the Subsidiaries using such items shall not, and shall have no authority to, hold themselves out as officers, stockholdersemployees or agents of Aon or any Affiliate of Aon; provided, creditors further, that Buyer shall not be obligated to pay Aon for the use of the Retained Names and Marks as contemplated by this Section 8.7. With respect to all other persons claiming under materials used after the Closing which state or through it suggest or imply any affiliation with Aon or any of the Affiliates of Aon, Buyer shall indemnify and shall survive hold harmless the termination Seller Group Members from and against all Losses which arise out of, relate to or result from the inclusion of this Agreementsuch statements, suggestions or implications in such materials.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aon Corp), Stock Purchase Agreement (Ace LTD)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the AQR Global Risk Balanced Portfolio, Ltd. The Company shall not use the name “AQR” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “AQR,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the MFS Research International Portfolio. The Manager shall not use the names "Massachusetts Financial Services Company," "MFS Investment Management" or "MFS" or any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or products, and such names may be used which are required by the SEC or a state securities commission. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser hereunder or which are required by the SEC or a state securities commission. 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 entities (including other investment companies) and that such other entities may include the name "MFS" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall as soon as practicable but within 30 days thereafter cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names MFS."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. (a) As owner or licensee of the rights to use and sublicense the use of the name “STEPX”, any trademarks or derivatives thereof or logo associated therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the STEPX name as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser’s business as investment manager (the “Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser or the Adviser’s Successor is an owner or licensee of the STEPX name. The Subadviser owns the Fund agrees that it shall have no right to sublicense or assign rights to use the names "▇▇▇▇▇▇▇▇▇" STEPX name, it shall acquire no interest in the STEPX name other than the rights granted herein, and "AXA ▇▇▇▇▇▇▇▇▇" the Fund shall not challenge the validity of the STEPX name or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with investment-related services the STEPX name shall meet commercially reasonable standards of quality, as may be determined by the Adviser from time to time. At the Adviser’s reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or productsany other investment management agreement shall no longer be in effect between the Adviser (or the Adviser’s Successor) and the Fund, or the Adviser no longer is an owner or licensee of the STEPX name, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “STEPX” in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in or any materials prepared in connection other name indicating that it is advised by, managed by or otherwise connected with the FundAdviser (or the Adviser’s Successor). In no event shall the Fund use the STEPX name or any other name or mark confusingly similar thereto (including, but only for so long as not limited to, any name or mark that includes “STEPX”) if this Agreement or any other investment management agreement between the Adviser (ior the Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 2 contracts
Sources: Investment Advisory Agreement (StepStone Private Equity Strategies Fund), Investment Advisory Agreement (StepStone Private Equity Strategies Fund)
Use of Names. The Subadviser owns 12.1 Except as otherwise expressly provided for in this Agreement, and in connection with the right to Agreement, the Trust and Distributor shall not use the names "any trademark, trade name, service ▇▇▇▇, or logo of the Company, or any variation of any such trademark, trade name, service ▇▇▇▇▇" , or logo without the Company’s prior written consent, which consent may not be reasonably withheld. Such consent shall be requested in writing and "AXA consent shall be given or denied, in writing, within ten (10) business days.
12.2 Except as otherwise expressly provided for in this Agreement, the Company shall not use any name, trademark, trade name, service ▇▇▇▇, or logo, or any variation of such trademark, trade name, service ▇▇▇▇▇" in connection with investment-related services , or productslogo of the Trust or Distributor, and such names may be used by the Trustor any of their affiliated parties (collectively, for this Article XII, the Manager and “Voya Parties”) including but not limited to the Fund only with ▇▇▇▇ “Voya™” (collectively, the “Voya Marks”), without the prior written consent of the SubadviserVoya Parties, which consent may not be unreasonably withheld. The Subadviser consents Voya Parties hereby consent to the Company’s use by the Trust and the Manager of the names "Voya Marks during the term of this agreement, subject to the terms of this Article XII (c) and (d) of this agreement. Such consent will terminate automatically when this agreement is terminated pursuant to its terms.
12.3 At least ten (10) Business Days prior to Company’s use of a Voya ▇▇▇▇, Company will seek written permission from the Voya Parties for its use. No material containing a Voya ▇▇▇▇▇" ▇ will be used until the Voya Parties consent in writing; provided, however, that the name Voya Parties shall notify the Company in writing, within nine (9) Business Days of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as receipt (i) this agreement shall remain of its consent to use, or, (ii) of its reasonable objection to such use. The Voya Marks may be used and displayed only in full force (except that the Manager form approved by the Voya Parties in writing, which the Voya Parties may amend from time to time. If applicable, the Voya Parties may provide written branding standards and requirements with respect to the use of Voya Marks, and the Fund shall be permitted to use Company will comply with all such names in reference to the Fund's former name branding standards 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 requirements. Upon the termination of this Agreement the agreement, or the earlier request of the Voya Parties, the Company shall immediately discontinue all use of the Voya Marks and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case return all Voya Marks to the Subadviser's prior approvalVoya Parties or destroy them, 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 as directed by the Trust or the Manager at any time or in any place or for any purposes or under any conditions except as provided Voya Parties.
12.4 Notwithstanding anything contrary in this section. The foregoing limited authorization by the Subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if anyagreement, to the names "▇▇▇▇▇▇▇▇▇" extent that the Company uses the Voya logo, it must comply with the terms and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part conditions of the Trust and Manager shall Voya™ Logo Agreement, as such agreement may be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.amended from time to time. Voya Participation Agreement- 10/28/2014
Appears in 2 contracts
Sources: Participation Agreement (Separate Account Va Bny), Participation Agreement (Separate Account Va B)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the PanAgora Global Diversified Risk Portfolio, Ltd. The Company shall not use the name “PanAgora” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “PanAgora,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the BlackRock Global Tactical Strategies Portfolio, Ltd. The Company shall not use the name “BlackRock” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “BlackRock” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “BlackRock” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “BlackRock,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the AB International Bond Portfolio. The Adviser shall not use the name “AllianceBernstein” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “AllianceBernstein” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cause the Portfolio and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “AllianceBernstein.”
Appears in 2 contracts
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I), Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Janus Aggressive Growth Portfolio. The Manager shall not use the name "Janus" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "Janus" or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall forthwith but in no event within more than 30 days thereafter cease and cause the Portfolio to cease all use of the name and ▇▇▇▇ "▇▇▇▇▇▇▇▇▇" and ."AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns (a) Prior to or at the right Closing and effective immediately prior to use the names "Closing, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to transfer any and all right, title or interest, including all associated goodwill, which any of them may have in or to the name, trademark and service ▇▇▇▇ “Chase” or “JPMorgan Chase” or any name, trademark, service ▇▇▇▇, acronym or logo based on or incorporating the foregoing name, trademark or service ▇▇▇▇ or any portion of it which is currently used by or on behalf of any of them (collectively, the “Licensed Trademarks”) or which was previously used by or on behalf of any of them to Sellers or Affiliates of Sellers as Sellers may direct. At the Closing, Sellers, or an Affiliate of Sellers, and Buyer on behalf of the Acquired Companies and the Acquired Company Subsidiaries shall enter into the License Agreement permitting the Acquired Companies and the Acquired Company Subsidiaries a royalty-free license to use the Licensed Trademarks.
(b) After the date hereof, Buyer shall select a new name for each Acquired Company and Acquired Company Subsidiary that does not include a Licensed Trademark or any confusingly similar name or ▇▇▇▇▇" . Upon or after the Closing, Buyer shall or shall cause each Acquired Company and "AXA Acquired Company Subsidiary: (i) to take all actions as shall be necessary to change its name to the name selected by Buyer, including but not limited to amending each Acquired Company’s and Acquired Company Subsidiary’s certificate of incorporation (or equivalent organizational documents); (ii) to commence filing the applicable documents relating thereto with the appropriate Governmental Entities within forty-five (45) days after the Closing Date and to complete filing such documents with the appropriate Governmental Entities within one hundred eighty (180) days after the Closing Date; and (iii) to take all other actions as shall be necessary to cease all use of the Licensed Trademarks (other than as provided in the License Agreement), including changing all trademarks or service marks used by the Acquired Companies and the Acquired Company Subsidiaries to marks that do not include any Licensed Trademark or any confusingly similar name or ▇▇▇▇▇▇▇▇▇" . The term of the License Agreement with respect to the Acquired Companies and the Acquired Company Subsidiaries shall be for uses as described in the License Agreement, but in no event shall such term be longer than twelve (12) months from the Closing Date. Any costs incurred by Sellers or any Affiliate of Sellers in connection with investmentany work performed prior to the Closing shall, upon the Closing, be treated under the Transition Services Agreement as Sellers’ Pass-related services or products, Through Expenses (as that term is defined therein) and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund costs shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants reflected on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementfirst TSA Monthly Invoice (as that term is defined therein) from Sellers thereunder.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Protective Life Corp)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the PanAgora Global Diversified Risk Portfolio II. The Adviser shall not use the name “PanAgora” and any of the other names "▇▇▇▇▇▇▇▇▇" of the Subadviser or its affiliated companies and "AXA ▇▇▇▇▇▇▇▇▇" any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in connection with investment-related services any prospectus, statement of additional information, sales literature, proxy statement, report to shareholders, or productsother 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 names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and mark “PanAgora,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns (a) As owner or licensee of the right rights to use and sublicense the names "use of the name “StepStone” and any trademarks or derivatives thereof or logo associated therewith, the Sub-Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the StepStone name and ▇▇▇▇ as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Sub-Adviser (or any organization which shall have succeeded to the Sub-Adviser’s business as investment manager (the “Sub-Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sub-Adviser or the Sub-Adviser’s Successor is an owner or licensee of the StepStone name and ▇▇▇▇. The Fund agrees that it shall have no right to sublicense or assign rights to use the StepStone name and ▇▇▇▇, it shall acquire no interest in the StepStone name and ▇" ▇▇▇ other than the rights granted herein, and "AXA the Fund shall not challenge the validity of the StepStone name and ▇▇▇▇ or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the StepStone name and ▇▇▇▇ shall meet commercially reasonable standards of quality, as may be determined by the Sub-Adviser from time to time. At the Sub-Adviser’s reasonable request, the Fund shall cooperate with the Sub-Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Sub-Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Sub-Adviser (or the Sub-Adviser’s Successor) and the Fund, or the Sub-Adviser no longer is an owner or licensee of the StepStone name and ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “StepStone” in the name of the Fund or any other name indicating that it is advised by, managed by or otherwise connected with the Sub-Adviser (or the Sub-Adviser’s successor). In no event shall the Fund use the StepStone name and "AXA marks or any other name or ▇▇▇▇ confusingly similar thereto (including, but not limited to, any name or ▇▇▇▇▇▇" in ▇ that includes the name “StepStone”) if this Agreement or any materials prepared in connection with other investment management agreement between the Fund, but only for so long as Sub-Adviser (ior the Sub-Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 1 contract
Sources: Sub Advisory Agreement (Conversus StepStone Private Venture & Growth Fund)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the Allianz Global Investors Dynamic Multi-Asset Plus Portfolio. The Adviser shall not use the name “Allianz Global Investors” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC or a state securities commission; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time directors, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name “Allianz” or any derivative or abbreviation thereof as part of their name, 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 useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the MetLife Multi-Index Targeted Risk Portfolio. The Adviser shall not use the name “MetLife Investment Advisors Company, LLC” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC, a state securities commission or any other regulatory body to which it is subject; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time trustees, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name “MetLife Investment Advisors Company, said names; the Trust LLC” or any derivative or abbreviation thereof as part of their name, and Manager acknowledge and agree that as among the Subadviser, the Trust and the Manager, the Subadviser has the exclusive right to useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns 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 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 name "LoCorr" or the Sub-Adviser’s right to use the name “Revolution” in the name of, or in connection with, any 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 the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent either of the Subadviserthese names. The Subadviser consents Adviser agrees to the use by the Trust and the Manager submit copies of the names "▇▇▇▇▇▇▇▇▇" in the name all proposed prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in a regulatory filing, subject in each case to the Subadviser's any advertising or promotional materials without Sub-Adviser’s prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the MetLife Small Cap Value Portfolio. The Adviser shall not use the names "name “▇▇▇▇▇ Capital Management, Incorporated” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature, 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 prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and, provided, further, 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 entities (including other investment companies) and that such other entities may include the name “▇▇▇▇▇ Capital Management, Incorporated” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and ▇" and "AXA ▇▇▇ “▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products▇ Capital Management, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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), Incorporated,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named the names "Met/Putnam Capital Opportunitie▇ ▇▇▇▇folio. The Manager shall not use the name "Putnam" and any of the othe▇ ▇▇▇▇▇" s of the Adviser or its affiliated companies and "AXA any derivative or logo or trade or service mark thereof, or disclose i▇▇▇▇▇▇▇▇▇" mation related to the business of the Adviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or productsother material relating to the Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and or any of their affiliates in any material relating to the Fund only with Adviser in any manner not approved prior thereto by the consent Manager; provided, however, that the Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms to the appointment of the SubadviserAdviser 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 consents Manager recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names 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 "Putnam" or any derivative o▇ ▇▇▇▇▇▇▇▇▇" in the name eviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Adviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 mark "▇▇▇▇▇▇▇▇▇" and/or Putnam."AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns the right to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser Adviser hereby consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and Portfolio being changed, effective upon shareholder approval, to "AXA ▇▇▇▇▇▇▇▇▇Dreyfus Small Cap Value Portfolio." The Manager shall not use the name of the Adviser or its parent in any materials prepared prospectus, sales literature or other material relating to the Trust in connection with any manner not approved prior thereto by the FundAdviser; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and the Fund Adviser shall be permitted to use such names in reference to the Fund's former approve all uses of its name and that of its parent which merely refer in accurate terms to its appointment hereunder or which are required by the Subadviser's former role as subadvisor for SEC or 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 state securities commission; and, provided, further, that in a regulatory filing, subject in each case to the Subadviser's prior approval, which no event shall not such approval be unreasonably withheld), and (ii) each . The Adviser shall not use the name 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 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 for any purposes the Trust's name which merely refer in accurate terms to the appointment of the Adviser hereunder or under any conditions except as which are required by the SEC or a state securities commission; and, provided further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by Manager recognizes that from time to time directors, officers and employees of the Subadviser Adviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. If the Adviser ceases to act as the Portfolio's investment adviser pursuant to this Agreement, the Manager agrees that, at the Adviser's request, it will cause the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 all necessary 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 Trust and Fund so as Portfolio to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name not including "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇Dreyfus" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementwords.
Appears in 1 contract
Sources: Investment Advisory Agreement (Endeavor Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the SSGA Emerging Markets Enhanced Index Portfolio. The Adviser shall not use the name “SSGA Funds Management, Inc.”, “SSGA FM” or “SSGA” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust SEC, a state securities commission or any other regulatory body to which it is subject; and, provided, further, that in no event shall such approval be unreasonably withheld. Information Classification: Limited Access The Adviser recognizes that from time to time trustees, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “SSGA Funds Management, Inc.” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “SSGA.”
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Capital Guardian Value Portfolio. The Manager shall not use the names "name or ▇▇▇▇▇▇▇▇▇▇ "Capital Guardian Trust Company" and "AXA ▇▇▇▇▇▇▇▇▇" or disclose information related to the business of the Adviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or products, and such names may be used other material relating to the Trust in any manner not approved prior thereto by the TrustAdviser; provided, however, that the Manager Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the Fund only with the consent of the SubadviserSEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser consents to the Adviser shall not use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any purposes or under any conditions except as provided in this section. The foregoing limited authorization by reason, the Subadviser Manager shall immediately cease and cause the Portfolio to immediately cease all use of the Trust name and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right of the Subadviser itself to use, or to authorize others to use, said names; the Capital Guardian 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 Trust and Fund so as to eliminate all reference, if any, to the names Company."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Endeavor Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Company being named the PanAgora Global Diversified Risk Portfolio II, Ltd. The Company shall not use the name “PanAgora” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-▇ thereof, or disclose information related services or products, and such names may be used by to the Trust, the Manager and the Fund only with the consent business of the Subadviser. The Subadviser consents to the use by the Trust and the Manager Adviser or any of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “PanAgora” or any derivative or abbreviation thereof as part of their names. Upon termination of this Agreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and ▇▇▇▇▇▇▇▇▇" ▇ “PanAgora,” and "AXA ▇▇▇▇▇▇▇▇▇" (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementCompany.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. (a) The Subadviser owns Adviser grants to the right Sub-Adviser a sub-license to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by name “Roundhill Financial ” (the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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“Name”), 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 Adviser to the Trust and Manager Sub-Adviser to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" Name is not exclusive of the right of the Subadviser Adviser itself to use, or to authorize others to use, said namesthe Name; the Trust Sub-Adviser acknowledges and Manager acknowledge agrees that, as between the Sub-Adviser and agree that as among the SubadviserAdviser, the Trust Adviser has the right to use, or authorize others to use, the Name. The Sub-Adviser shall only use the Name in a manner consistent with uses approved by the Adviser. Notwithstanding the foregoing, neither the Sub-Adviser nor any affiliate or agent of it shall make reference to or use the Name or any of Adviser’s respective affiliates or clients names without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed; provided that the Sub-Adviser is authorized to disclose the Name and the ManagerAdviser’s and the Funds identities as clients of the Sub-Adviser in any representative client list prepared by the Sub-Adviser for use in marketing materials. The Sub-Adviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Sub-Adviser to satisfy the foregoing obligation in connection with any services such affiliates or agents provide to the Sub-Adviser or the Funds under this Agreement. The Adviser has obtained all licenses and permissions necessary for the Sub-Adviser to use any index data provided to it by the Adviser or Adviser’s agent under this Agreement and the Sub-Adviser is not required to obtain any such licenses or permissions itself.
(b) The Trust grants to the Sub-Adviser a sub-license to use a Fund’s name or the Funds’ names (collectively, a “Fund Name”). The foregoing authorization by the Subadviser has Trust to the Sub-Adviser to use a Fund Name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, said names; and a Fund Name. The Sub-Adviser shall only use a Fund Name in a manner consistent with uses approved by the Trust and Manager agree, on behalf Trust. The Sub-Adviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Fund, Sub-Adviser to take satisfy the foregoing obligation in connection with any services such action as may reasonably be requested by the Subadviser to give full effect affiliates or agents provide to the provisions of this section (including, without limitation, consenting to such use of said names). Without limiting Sub-Adviser or 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming Funds under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Listed Funds Trust)
Use of Names. (a) The Name “FS Investments”. The Adviser grants to the Subadviser owns the right a sub-license to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by name “FS Investments” (the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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“Name”), 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 Adviser to the Trust and Manager Subadviser to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" Name is not exclusive of the right of the Subadviser Adviser itself to use, or to authorize others to use, said namesthe Name; the Trust Subadviser acknowledges and Manager acknowledge agrees that, as between the Subadviser and agree that as among the SubadviserAdviser, the Trust Adviser has the right to use, or authorize others to use, the Name. The Subadviser shall use the Name only in a manner consistent with uses approved by the Adviser. Notwithstanding the foregoing, neither the Subadviser nor any affiliate or agent of the Subadviser shall make reference to or use the Name or any of Adviser’s respective affiliates or clients names without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed; provided, that the Subadviser is authorized to disclose the Name and the Manager, Adviser’s and each Fund’s identities as clients of the Subadviser in any representative client list prepared by the Subadviser for use in marketing materials. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Subadviser to satisfy the foregoing obligation in connection with any services said affiliates or agents provide to the Subadviser or to a Fund under this Agreement. The Adviser has obtained all licenses and permissions necessary for the Subadviser to use any index data provided to the Subadviser by the Adviser or Adviser’s agent under this Agreement and the Subadviser is not required to obtain any said licenses or permissions itself. The Trust grants to the Subadviser a sub-license to use a Fund’s name or the Funds’ names (collectively, a “Fund Name”). The foregoing authorization by the Trust to the Subadviser to use a Fund Name is not exclusive of the right of the Adviser itself to use, or to authorize others to use, said names; and a Fund Name. The Subadviser shall use a Fund Name only in a manner consistent with uses approved by the Trust and Manager agree, on behalf Trust. The Subadviser hereby agrees to make all reasonable efforts to cause any affiliate or agent of the Fund, to take such action as may reasonably be requested by the Subadviser to give full effect satisfy the foregoing obligation in connection with any services said affiliates or agents provide to the provisions of this section (including, without limitation, consenting Subadviser or 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 Trust and a Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Subadvisory Agreement (Advisors' Inner Circle Fund III)
Use of Names. The Subadviser owns the right to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (ia) this agreement shall remain in full force (except It is understood that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇▇ Associates LLC" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name and "▇▇▇▇▇▇▇▇▇▇ Associates" or and "AXA ▇▇▇▇▇▇▇▇▇" or any logo associated with those names is the valuable property of the Subadviser and that the Trust and the Adviser have the right to use such name (or derivative or logo), in the Trust's prospectus, SAI and Registration Statement or other reference filings, forms or reports required under applicable state or federal securities, insurance, or other law, for so long as the Subadviser is a Subadviser to the Trust and/or one of the Portfolios, provided, however, that the Fund may continue to use the name of the Subadviser in its Registrations Statement and other documents to the extent deemed necessary by the Trust to comply with disclosure obligations under applicable law and regulation. Neither the Trust nor the Adviser shall use the Subadviser's name or logo in promotional or sales related materials prepared by or on behalf of the Adviser or the Trust, without prior review and approval by the Subadviser, which may not be unreasonably withheld. Upon termination of this Agreement, the Trust and the Adviser shall forthwith cease to use such names (and logo), except as provided in this section. Such covenants on for herein.
(b) It is understood that the part name "▇▇▇▇ ▇▇▇▇▇▇▇" and "▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC" and "▇▇▇▇ ▇▇▇▇▇▇▇ Funds II" and any derivative thereof or logo associated with those names are the valuable property of the Adviser and its affiliates, and that the Subadviser shall not use such names (or derivatives or logos) without the prior written approval of the Adviser and only so long as the Adviser is an investment adviser to the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive and/or the Portfolios. Upon termination of this Agreement, the Subadviser shall forthwith cease to use such name (or derivative or logo). The Subadviser may not use any of those names on a representative client list of the Subadviser without prior written approval of the Adviser.
Appears in 1 contract
Use of Names. The Subadviser owns hereby consents to the right to use Portfolio being ------------ named the names "Lord ▇▇▇▇▇▇ Mid Cap Value Portfolio. The Adviser shall not use the name ▇▇▇▇" and "AXA ▇ ▇▇▇▇▇▇▇▇▇" ▇ and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or products, and such names may be used other material relating to the Fund in any manner not approved prior thereto by the TrustSubadviser; provided, however, that the Manager 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 Fund only with the consent of the SubadviserSEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser consents shall not use the name of the Fund, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its or the Fund's name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld. Notwithstanding the other provisions of this Section 5, the Adviser acknowledges and agrees to the use by the Trust and the Manager of the names "Lord ▇▇▇▇▇▇▇▇▇▇ Mid Cap Value Portfolio," in the name of the Fund and "AXA Lord ▇▇▇▇▇▇▇▇▇▇ Mid Cap Value Fund" in any materials prepared and similar names in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager mutual funds and the Fund shall be permitted to use such names in reference to the Fund's former name and other pooled investment vehicles sponsored by 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 . The Adviser recognizes that from time to time directors, officers, members 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 employees of the Trust Subadviser may serve as directors, trustees, partners, officers, members and Manager shall fully performemployees of other corporations, fulfill business trusts, partnerships or other entities (including other investment companies) and comply with all provisions of this agreement expressed herein to be performed, fulfilled or complied with by it. No that such other entities may include the 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 "Lord ▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive ▇ or any derivative or abbreviation thereof as part of the right of their name, and that the Subadviser itself to useor its affiliates may enter into investment advisory, administration 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 other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 1 contract
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named ____________ the Lazard Mid Cap Portfolio. The Manager shall not use the name "Lazard" and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "Lazard" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names Lazard."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. (a) The Subadviser owns the right to use Sub-Adviser acknowledges and agrees that the names "▇▇▇▇▇▇ Value Fund, ▇▇▇▇▇▇, and Zurich, and abbreviations or logos associated with those names, are the valuable property of Adviser and its affiliates; that the Fund, Adviser and their affiliates have the right to use such names, abbreviations and logos; and that the Sub-Adviser shall use the names ▇▇▇" and "AXA ▇▇▇ Value Fund, ▇▇▇▇▇▇, and Zurich, and associated abbreviations and logos, only 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, Sub-Adviser agrees to obtain prior written approval from Adviser before using or referring to ▇▇▇" in connection with investment-related services or products▇▇▇ Value Fund, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA , Zurich or ▇▇▇▇▇▇-▇▇▇" in ▇▇▇ High Return Equity Fund or any materials prepared in connection abbreviations or logos associated with the Fund, but only for so long as (i) this agreement shall remain in full force (except those names; provided that the Manager and the Fund nothing herein shall be permitted deemed to use such names in reference prohibit the Sub-Adviser from referring 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 performance 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA -▇▇▇▇▇▇▇▇▇▇ High Return Equity Fund in the Sub-Adviser's marketing material as long as such marketing material does not constitute "sales literature" or "advertising" for the High Return Series, as those terms are used in the rules, regulations and guidelines of the SEC and the National Association of Securities Dealers, Inc.
(b) Adviser acknowledges that "Dreman" is not exclusive of distinctive in connection with investment advisory and related services provided by the Sub-Adviser, the "Dreman" name is a property right of the Subadviser itself to useSub-Adviser, 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"Dreman" name as used in the name of the High Return Series is understood to be used by the Fund upon the conditions hereinafter set forth; provided that the Fund may use such name only so long as the Sub-Adviser shall be retained as the investment sub-adviser of the High Return Series pursuant to the terms of this Agreement.
(c) Adviser acknowledges that the Fund and its agents may use the "Dreman" name in the name of the High Return Series for the period set forth herein in a manner not inconsistent with the interests of the Sub-Adviser and that the rights of the Fund and its agents in the "Dreman" name are limited to their use as a component of the High Return Series name and in connection with accurately describing the activities of the High Return Series, including use with marketing and other promotional and informational material relating to the Subadviser has High Return Series. In the exclusive event that the Sub-Adviser shall cease to be the investment sub-adviser of the High Return Series, then the Fund at its own or the Adviser's expense, upon the Sub-Adviser's written request: (i) shall cease to use the Sub-Adviser's name as part of the name of the High Return Series or for any other commercial purpose (other than the right to userefer to the High Return Series' former name in the Fund's Registration Statement, or proxy materials and other Fund documents to authorize the extent required by law and, for a reasonable period the use of the name in informing others to use, said namesof the name change); 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 ii) shall use its best efforts to change cause the name Fund's officers and directors to take any and all actions which may be necessary or desirable to effect the foregoing and to reconvey to the Sub-Adviser all rights which the Fund may have to such name. Adviser agrees to take any and all reasonable actions as may be necessary or desirable to effect the foregoing and Sub-Adviser agrees to allow the Fund and its agents a reasonable time to effectuate the foregoing.
(d) The Sub-Adviser hereby agrees and consents to the use of the Trust Sub-Adviser's name upon the foregoing terms and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementconditions.
Appears in 1 contract
Use of Names. (a) As owner or licensee of the rights to use and sublicense the use of the name “STRUCTURE” any trademarks or derivatives thereof or logo associated therewith, the Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the STRUCTURE name as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Adviser (or any organization which shall have succeeded to the Adviser’s business as investment manager (the “Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Adviser or the Adviser’s Successor is an owner or licensee of the STRUCTURE name. The Subadviser owns the Fund agrees that it shall have no right to sublicense or assign rights to use the names "▇▇▇▇▇▇▇▇▇" STRUCTURE name, it shall acquire no interest in the STRUCTURE name other than the rights granted herein, and "AXA ▇▇▇▇▇▇▇▇▇" the Fund shall not challenge the validity of the STRUCTURE name or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with investment-related services the STRUCTURE name shall meet commercially reasonable standards of quality, as may be determined by the Adviser from time to time. At the Adviser’s reasonable request, the Fund shall cooperate with the Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or productsany other investment management agreement shall no longer be in effect between the Adviser (or the Adviser’s Successor) and the Fund, or the Adviser no longer is an owner or licensee of the STRUCTURE name, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “STRUCTURE” in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in or any materials prepared in connection other name indicating that it is advised by, managed by or otherwise connected with the FundAdviser (or the Adviser’s Successor). In no event shall the Fund use the STRUCTURE name or any other name or mark confusingly similar thereto (including, but only for so long as not limited to, any name or mark that includes “STRUCTURE”) if this Agreement or any other investment management agreement between the Adviser (ior the Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 1 contract
Sources: Investment Advisory Agreement (StepStone Private Infrastructure Fund)
Use of Names. The Subadviser owns hereby consents to the right to use Portfolio being named the names "Invesco ▇▇▇▇▇▇▇▇▇" ▇ Portfolio. The Adviser shall not use the name “Invesco” and "AXA any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof (the “Invesco Names”), or disclose information related to the business of the Subadviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or productsother 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 names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall promptly cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementInvesco Names.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ------------ the names "▇. ▇▇▇▇ Price Mid-Cap Growth Portfolio. The Manager shall not use the name ▇. ▇▇▇▇ Price and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser except for information which is otherwise publicly available; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and or any of their affiliates in any material relating to the Fund only with Adviser in any manner not approved prior thereto by the consent Manager except for information which is otherwise publicly available; provided, however, that the Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms to the appointment of the SubadviserAdviser 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 consents Manager recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names 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 "▇. ▇▇▇▇▇▇▇▇▇▇ Price" in the name or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Adviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇ "▇. ▇▇▇▇▇▇" and/or ▇ Price"AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby authorizes the right Manager to use the ------------ following branded name - "▇▇▇ ▇▇▇▇▇▇" - in the Portfolio's Prospectus and Statement of Additional Information, as well as in any advertisement or sales literature used by the Manager or its agents to promote the Portfolio and/or to provide information to shareholders of the Portfolio ("Portfolio Material"), for so long as the Adviser is an investment adviser to the Portfolio. The Manager agrees not to use the name "▇▇▇ ▇▇▇▇▇▇" or "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" in any Portfolio Material unless permitted and approved by the Adviser; provided, however, that the Manager may use such name where (i) in a written opinion of counsel to the Manager or the Portfolio, or as directed by the SEC, such use is necessary to make the disclosures contained in the Portfolio Material not misleading and (ii) the Manager provides the Adviser with prompt notice of the required disclosure. It is understood that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇ ▇▇▇▇▇▇" and any derivative thereof or logos associated with such names (collectively, the "AXA ▇▇▇▇▇▇▇▇▇" MS Names"), are the valuable property of the Adviser and will not thereafter transact any business in a name containing its affiliates and that the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as Manager and/or the same entity as or successor Portfolio shall only have the right to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference MS Names in Portfolio Materials subject to the Subadviser, except as provided constraints set forth in this section. Such covenants on paragraph and with the part prior approval of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to use the MS Names. The Adviser shall not use the name 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 which merely refer in accurate terms to the appointment of the Adviser 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.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns parties agree and acknowledge that the right to use Sub-Advisor is the names "sole owner of the name and m▇▇▇ " S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 "AXA Sub-Advisor M▇▇▇") 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 M▇▇▇ 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 Trust'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, sales 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 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 M▇▇▇▇" in connection with investment-related services or products, ▇ and any such names may representation shall not be used unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, the Manager and Fund or WM Advisors within 5 business days after the request is made by the Trust, the Fund only with the consent or WM Advisors for such use of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "any Sub-Advisor M▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in ▇ or any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 representation. Upon 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Subadviserreason, 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 WM Advisors shall cease all 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 Trust and Fund so as to eliminate all reference, if any, to the names "Sub-Advisor M▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing (s) as soon as reasonably practicable. If WM Advisors or the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to Fund makes an entity of such name, or otherwise unauthorized use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust 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 Manager shall thus, the Sub-Advisor will be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententitled to injunctive relief.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Wm Strategic Asset Management Portfolios)
Use of Names. The Subadviser owns (a) It is understood that the right to use the names "name “J▇▇▇▇▇▇▇ Associates LLC” and “J▇▇▇▇▇▇▇ Associates” and “J▇▇▇▇▇▇▇” or any logo associated with those names is the valuable property of the Subadviser and that the Trust and the Adviser have the right to use such name (or derivative or logo), in the Trust’s prospectus, SAI and Registration Statement or other filings, forms or reports required under applicable state or federal securities, insurance, or other law, for so long as the Subadviser is a Subadviser to the Trust and/or one of the Portfolios, provided, however, that the Trust may continue to use the name of the Subadviser in its Registrations Statement and other documents to the extent deemed necessary by the Trust to comply with disclosure obligations under applicable law and regulation. Neither the Trust nor the Adviser shall use the Subadviser’s name or logo in promotional or sales related materials prepared by or on behalf of the Adviser or the Trust, without prior review and approval by the Subadviser, which may not be unreasonably withheld. Upon termination of this Agreement, the Trust and the Adviser shall forthwith cease to use such names (and logo), except as provided for herein.
(b) It is understood that the name “J▇▇" and "AXA ▇ H▇▇▇▇▇▇” and “J▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇ H▇▇▇▇▇▇ Advisers, LLC” and “J▇▇▇▇" in the name of the Fund and "AXA ▇ H▇▇▇▇▇▇▇▇▇" in ▇ Funds II” and any materials prepared in connection derivative thereof or logo associated with those names are the Fundvaluable property of the Adviser and its affiliates, but and that the Subadviser shall not use such names (or derivatives or logos) without the prior written approval of the Adviser and only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 Adviser is an investment adviser to the Trust and Manager to use and/or the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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)Portfolios. 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the Upon termination of this Agreement, the Subadviser shall forthwith cease to use such name (or derivative or logo). The Subadviser may not use any of those names on a representative client list of the Subadviser without prior written approval of the Adviser.
Appears in 1 contract
Use of Names. The Subadviser owns Trust and Sub-Adviser acknowledge that all rights to the right name "Access" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Portfolio name or in any class name. In the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or productsevent the Adviser ceases to be the adviser, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents 's right to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇Access" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants shall automatically cease on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive ninetieth 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 ninety (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 "Access" 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 and the Trust acknowledge that all rights to the name "PMFM Managed Portfolio" belongs to the Sub-Adviser, and that the Trust is being granted a limited license to use such words in the names of the Portfolio or in any class name. In the event the Sub-Adviser ceases to be the sub-adviser to the Portfolio, the Trust's right to the use of the name "PMFM Managed Portfolio" shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by the Sub-Adviser during the term of the Sub-Advisory Agreement upon sixty (60) days' written notice by the Sub-Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the Sub-Adviser's right to use the name "PMFM Managed Portfolio" in the name of, or in connection with, any other business enterprises with which the Sub-Adviser is or may become associated. There is no charge to the Trust for the right to use this name.
Appears in 1 contract
Sources: Sub Advisory Agreement (Access Variable Insurance Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ------------ the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser▇ Oakmark International Portfolio. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇ Oakmark" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser except for information which is otherwise publicly available; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The 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 except for information which is otherwise publicly available; provided, however, that the Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "AXA ▇▇▇▇▇▇ Oakmark" or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and ▇▇▇▇ "▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇▇ Oakmark".
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Invesco Small Cap Growth Portfolio. The Manager shall not use the name “Invesco” and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof (the “Invesco Names”), 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust’s name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name “Invesco” or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall promptly cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementInvesco Names.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns (a) During the Term of this Agreement, the Project shall at all times be known and designated under such name as owner may determine and as may be approved by Manager (which approval shall not be unreasonably withheld or delayed). Initially, the Project shall be known as "Homegate Studios & Suites." Owner represents and warrants to Manager that, to the best of Owner's knowledge, the name "Homegate Studios & Suites" and any other name or names by which the Project shall be known and designated are, and shall be, owned by Owner or Owner has, and shall have, the right to use such name without infringing any rights of any other party. Without limiting the provisions of Section 8.4(b), Owner shall indemnify Manager and Manager's shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all liabilities, costs and expenses (including, but not limited to, attorneys' fees) arising out of or incurred in connection with any such infringement or claim of such infringement. Such indemnity shall survive any termination or expiration of this Agreement and shall be binding upon Owner and its successors and assigns.
(b) Owner agrees that the name, trade name, trademark and service mark "▇▇ndham" when used alone or in conjunction with some other emblem, design, slogan, word or words, and all other trademarks, service marks, trade names and names owned in whole or in part by Manager or an Affiliate of Manager, when used alone or in conjunction with some other design, emblem, slogan, word or words, are the exclusive property of Manager or such Affiliate, as the case may be, and shall not be used by owner in any manner. Accordingly, Owner agrees that no right or remedy of Owner for any default of Manager or delivery or possession of the Project to Owner upon the expiration or sooner termination of this Agreement, shall confer, nor shall any provisions of this Agreement confer, upon the Owner or any person acquiring an interest in owner or the Project, the right to use the names name "Wyndham," either alone or in conjunction with some other emblem, design, slogan, word or words, or any other name, trade name, trademark or service mark ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.ed in
Appears in 1 contract
Sources: Management Assistance Agreement (Wyndham Hotel Corp)
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ------------ the names "▇▇▇▇▇▇▇▇▇▇▇ Capital Appreciation Portfolio. The Manager shall not use the name "Oppenheimer" and "AXA any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Adviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or productsother material relating to the Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser hereby approves 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 names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and hereby approves all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "Oppenheimer" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names Oppenheimer."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns the right to use the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser Adviser hereby consents to the Company being named the PanAgora Global Diversified Risk Portfolio II, Ltd. The Company shall not use by the Trust name “PanAgora” and the Manager any of the other names "▇▇▇▇▇▇▇▇▇" in the name of the Fund Adviser or its affiliated companies and "AXA ▇▇▇▇▇▇▇▇▇" any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in any materials prepared in connection with the Fundprospectus, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted statement of additional information, sales literature, proxy statement, report to use such names in reference shareholders or other material relating 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 Company in any place manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or for any purposes which are required by the SEC or under any conditions except as provided a state securities commission; and provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser to the Trust and Manager to Adviser shall not use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, or any of their affiliates in any material relating to the names "▇▇▇▇▇▇▇▇▇" 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 which merely refer in accurate terms to the appointment of the Adviser 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 Company recognizes that from time to time directors, officers and "AXA ▇▇▇▇▇▇▇▇▇" employees of the Adviser may serve as directors, trustees, partners, officers and will not thereafter transact any employees of other corporations, business in a name containing trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "▇▇▇▇▇▇▇▇▇" “PanAgora” or "AXA ▇▇▇▇▇▇▇▇▇" in any form derivative or combination whatsoever, or designate itself abbreviation thereof as the same entity as or successor to an entity part of such their name, and that the Adviser or otherwise use its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" “PanAgora” or any other reference to the Subadviser, except derivative or abbreviation thereof as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the names. Upon termination of this AgreementAgreement for any reason, the Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and mark “PanAgora,” and (ii) take all necessary action to cause the Trust’s Registration Statement, the Charter Documents and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Adviser no longer serves as adviser to the Company.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns hereby consents to the right to use Portfolio being named the names "▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio. The Adviser shall not use the name “▇▇" and "AXA ▇ ▇▇▇▇▇▇” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇" ▇ thereof (the “Invesco Names”), or disclose information related to the business of the Subadviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or productsother 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 names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “▇▇▇ ▇▇▇▇▇▇▇▇▇" in the name ” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall promptly cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementInvesco Names.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Legg Mason Partners Managed ▇▇▇e▇▇ ▇▇rtfolio. The Manager shall not use the name "CAM NA" and any of the other names "of the Adviser or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose i▇▇▇▇▇▇▇▇▇" mation related to the business of the Adviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "CAM NA" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement and for periods thereafter as may be required for disclosure in a regulatory filingany reason, 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 within 30 days cease 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 cause 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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; Portfolio and the Trust and Manager agree, on behalf to cease all use 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 name 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 Trust and Fund so as to eliminate all reference, if any, to the names mark "▇▇▇▇▇▇▇▇▇" and CAM NA."AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Trust, Adviser and Sub-Adviser acknowledge that all rights to the right name "LoCorr" belong to use the names "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" and "AXA or “▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products”, and such names respectively, shall automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be used withdrawn by the Trust, Adviser or Sub-Adviser during the Manager and the Fund only with the consent term of the Subadviser. The Subadviser consents 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 by the Trust and name "LoCorr" or the Manager of Sub-Adviser’s right to use the names "name “▇▇▇▇▇▇▇▇▇" ” in the name of, or in connection with, any 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 material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in a regulatory filing, subject in each case to the Subadviser's any advertising or promotional materials without Sub-Adviser’s prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ------------ the names "▇▇▇▇ ▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser▇ Partners Managed Assets Portfolio. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇ ▇▇▇▇▇ Global Asset Allocation, LLC" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇" ▇▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "AXA ▇▇▇▇ ▇▇▇▇▇ Global Asset Allocation, LLC" or any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and ▇▇▇▇ "▇▇▇▇ ▇▇▇▇▇▇ Global Asset Allocation, LLC" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under derivative or through it and shall survive the termination of this Agreementabbreviation thereof.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the Brighthouse Small Cap Value Portfolio. The Adviser shall not use the name “Delaware Investments” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature, 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 "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Delaware Investments” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days (i) cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to cease all use of the Subadviser's prior approval, which shall not be unreasonably withheld), name and ▇▇▇▇ “Delaware Investments,” and (ii) each of take all necessary action to cause the Trust Trust’s Registration Statement and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein any other relevant documentation to be performed, fulfilled or complied with by it. No such amended to accomplish a change of 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 and to reflect that the Subadviser no longer serves as subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this AgreementPortfolio.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ____________ the names "▇▇▇▇ ▇▇▇▇▇ Partners Managed Assets Portfolio. The Manager shall not use the name "Batterymarch" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "Batterymarch" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names Batterymarch."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns Trust, Adviser and Sub-Adviser acknowledge that all rights to the right name "LoCorr" belong to use the names "Adviser and all rights to the name “G▇▇▇▇▇” or “G▇▇▇▇▇ 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" and "AXA or “G▇▇▇▇▇” or “G▇▇▇▇" in connection with investment-related services or products▇ Capital Management”, and such names respectively, shall automatically cease on the 90th day following the termination of this Agreement. The right to the name may also be used withdrawn by the Trust, Adviser or Sub-Adviser during the Manager and the Fund only with the consent term of the Subadviser. The Subadviser consents 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 by the Trust and name "LoCorr" or the Manager of Sub-Adviser’s right to use the names "name “G▇▇▇▇▇” or “G▇▇▇▇" ▇ Capital Management” in the name of, or in connection with, any 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 material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks, service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub-Adviser, its subsidiaries and/or affiliates (collectively, “Sub-Adviser Marks”) in a regulatory filing, subject in each case to the Subadviser's any advertising or promotional materials without Sub-Adviser’s prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Use of Names. The Subadviser owns 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 automatically cease immediately upon 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 names name, "LoCorr" or the Sub-Adviser's right to use the name "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of, or in connection with, any 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 material prepared for distribution to interest holders of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" or the public that refer in any materials prepared in connection with way to the Fund, but only for so long Sub-Adviser (other than identifying the Sub-Adviser as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference Sub-Adviser to the Fund's former name ) to the Sub-Adviser at its principal office for review prior to use, and the Subadviser's former role as subadvisor for Sub-Adviser agrees to review such materials by a reasonable transition period and appropriate deadline. Neither the Adviser, nor the Fund nor any affiliate of not less than six months nor more than twelve months after the termination foregoing will use the registered trademarks; service marks, logos, names or any other proprietary designations of this Agreement and for periods thereafter as may be required for disclosure Sub-Adviser, its subsidiaries and/or affiliates (collectively, "Sub-Adviser Marks") in a regulatory filing, subject in each case to the Subadviserany advertising or promotional materials without Sub-Adviser's prior written approval, which shall will not be unreasonably withheld). In the event of termination of this Agreement, and (ii) each the Adviser will continue to furnish to the Sub-Adviser copies of any of the Trust and Manager shall fully perform, fulfill and comply with all above-mentioned materials that refer in any way to the Sub-Adviser. The 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and paragraph shall survive the termination of this Agreement.
Appears in 1 contract
Use of Names. The Subadviser owns Adviser hereby consents to the right to use Portfolio being named ------------ the names "▇▇▇▇ ▇▇▇▇▇ Partners Managed Assets Portfolio. The Manager shall not use the name "Western Asset" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇" ▇ 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 Trust in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former appointment of the Adviser 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 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 entities (including other investment companies) and that such other entities may include the name "Western Asset" or any derivative or abbreviation thereof as part of their name, and that 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names Western Asset."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns parties agree and acknowledge that the right to Sub-Advisor is the sole owner of the name and mark "Salomon Brothers Asset Managemen▇ ▇▇c" ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇e 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 inur▇ ▇▇ the names "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 lit▇▇▇▇ure 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 Trust'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, sales 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 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 ▇▇▇▇▇" ▇ be unreasonably withheld and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may shall be used deemed to be given if no written objection is received by the Trust, the Manager and Fund or WM Advisors within 5 business days after the request is made by the Trust, the Fund only or WM Advisors for such use of any Sub-Advisor Mark or any such representation. Upon ▇▇▇▇ination of this Agreement for any reason, the Trust and WM Advisors shall cease all use of any Sub-Advisor Mark(s) as soon as reasonably practica▇▇▇. 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 inur▇ ▇▇ 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 lit▇▇▇▇ure 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 SubadviserTrust 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. The Subadviser consents 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 name(s), derivatives, logos, trademarks, service marks or trade names thereof, it being understood that neither the Trust nor WM Advisors shall have any responsibility to ensure the adequacy of the form or content of such materials for purposes of the 1940 Act or other applicable laws and regulations. Notwithstanding the foregoing, WM Advisors shall be responsible for ensuring the adequacy and accuracy of information about WM Advisors, its affiliates, the Trust or the Funds provided to Sub-Advisor for use in Sales Material prepared by Sub-Advisor. Consent by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 WM Advisors to such use of said names)any WM Mark and any such representations shal▇ ▇▇t 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. Without limiting Upon ▇▇▇mination of this Agreement for any reason, the generality 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 foregoingTrust'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 and Manager agree thator WM Advisors, upon any termination of this agreement or upon the violation of any of its provisions by the Trust or Manageras applicable, each of the Trust and Manager will use its best efforts be entitled to change the name of the Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementinjunctive relief.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Principal Variable Contracts Fund Inc)
Use of Names. The Subadviser owns parties agree and acknowledge that the right to use Sub-Advisor is the names sole owner of the name and ▇▇▇▇ "▇▇▇▇▇▇▇▇▇" and "AXA ▇ ▇▇▇▇▇▇▇▇ 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 ▇▇" ▇▇") 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 ▇▇▇▇ in connection any advertisement or sales literature or other materials promoting the Fund shall be with investmentthe written consent of the Sub-related services 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 productssales literature or other materials promoting the Fund. Such consent shall not be required for any documents or other materials intended for use by the Trust'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, sales 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 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 names may use of any Sub-Advisor ▇▇▇▇ and any such representation shall not be used unreasonably withheld and shall be deemed to be given if no written objection is received by the Trust, the Manager and Fund or WM Advisors within 5 business days after the request is made by the Trust, the Fund only with the consent or WM Advisors for such use of the Subadviserany Sub-Advisor ▇▇▇▇ or any such representation. The Subadviser consents to the use by Upon termination of this Agreement for any reason, the Trust and the Manager WM Advisors shall cease all use of the names "any Sub-Advisor ▇▇▇▇▇▇▇▇▇" in (s) as soon as reasonably practicable. If WM Advisors or the name Fund makes an unauthorized use of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with Sub-Advisor's names, derivatives, logos, trademarks, service marks or trade names, the Fund, but only for so long as (i) this agreement shall remain in full force (except parties acknowledge that the Manager Sub-Advisor shall suffer irreparable hardship for which monetary damages are inadequate and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Subadviserthus, the Trust and the Manager, the Subadviser has the exclusive right Sub-Advisor will be entitled 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementinjunctive relief.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Wm Variable Trust)
Use of Names. The Subadviser owns (a) During the Term of this Agreement, ------------ ------------ the Project shall at all times be known and designated under such name as Owner may determine and as may be approved by Manager (which approval shall not be unreasonably withheld or delayed). Initially, the Project shall be known as "Homegate Studios & Suites." Owner represents and warrants to Manager that, to the best of Owner's knowledge, the name "Homegate Studios & Suites" and any other name or names by which the Project shall be known and designated are, and shall be, owned by Owner or Owner has, and shall have, the right to use such name without infringing any rights of any other party. Without limiting the provisions of Section 8.4(b), Owner shall indemnify Manager and Manager's -------------- shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all liabilities, costs and expenses (including, but not limited to, attorneys' fees) arising out of or incurred in connection with any such infringement or Management Agreement claim of such infringement. Such indemnity shall survive any termination or expiration of this Agreement and shall be binding upon Owner and its successors and assigns.
(b) Owner agrees that the name, trade name, trademark and service ▇▇▇▇ "Wyndham," when used alone or in conjunction with some other emblem, design, slogan, word or words, and all other trademarks, service marks, trade names and names owned in whole or in part by Manager or an Affiliate of Manager, when used alone or in conjunction with some other design, emblem, slogan, word or words, are the exclusive property of Manager or such Affiliate, as the case may be, and shall not be used by Owner in any manner. Accordingly, Owner agrees that no right or remedy of Owner for any default of Manager or delivery or possession of the Project to Owner upon the expiration or sooner termination of this Agreement, shall confer, nor shall any provisions of this Agreement confer, upon the Owner or any person acquiring an interest in Owner or the Project, the right to use the names name "Wyndham," either alone or in conjunction with some other emblem, design, slogan, word or words, or any other name, trade name, trademark or service ▇▇▇▇▇▇▇▇▇" ▇ owned in whole or in part by Manager or any of its Affiliates, either alone or in conjunction with some other design, emblem, slogan, words or words, in the use and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent operation of the Subadviser. The Subadviser consents to the use by the Trust and the Project or any other property.
(c) Manager of the names "▇▇▇▇▇▇▇▇▇" agrees that it has no ownership rights in the name of the Fund "Homegate Studios & Suites" and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fundthat such name is, but only for so long as (i) this agreement and shall remain in full force upon expiration or termination of this Agreement, the exclusive property of Owner.
(except that d) In the Manager and event of any breach of this Section by Owner or Manager, then the Fund other party shall be permitted entitled to use such names in reference damages, relief by injunction and to any other right or remedy at law or equity. The provisions of this Section shall survive 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 expiration or sooner 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon themOwner and Manager, and their trustees, directors, officers, stockholders, creditors respective successors and all other persons claiming under or through it and shall survive the termination of this Agreementassigns.
Appears in 1 contract
Sources: Management Assistance Agreement (Homegate Hospitality Inc)
Use of Names. The Subadviser owns Adviser hereby authorizes the right Manager to use the names following branded name - "Van Kampen" - in the Portfo▇▇▇'▇ ▇▇▇▇pectus and Statement of Additional Information, as well as in any advertisement or sales literature used by the Manager or its agents to promote the Portfolio and/or to provide information to shareholders of the Portfolio ("Portfolio Material"), for so long as the Adviser is an investment adviser to the Portfolio. The Manager agrees not to use the name "Van Kampen" or "Morgan Stan▇▇▇" ▇▇ ▇▇y Port▇▇▇▇▇ M▇▇▇▇▇▇▇ unless permitted and approved by the Adviser; provided, however, that the Manager may use such name where (i) in a written opinion of counsel to the Manager or the Portfolio, or as directed by the SEC, such use is necessary to make the disclosures contained in the Portfolio Material not misleading and (ii) the Manager provides the Adviser with prompt notice of the required disclosure. It is understood that the names "Morgan Stanley" and "Van Ka▇▇▇▇" and "AXA a▇▇ ▇▇▇ derivat▇▇▇ ▇▇▇▇▇▇▇▇▇" in connection f or logos associated with investment-related services or products, and such names may be used by (collectively, the "MS Names"), are the valuable property of the Adviser and its affiliates and that the Manager and/or the Portfolio shall only have the right to use the MS Names in Portfolio Materials subject to the constraints set forth in this paragraph and with the prior approval of the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to use the MS Names. The Adviser shall not use the name of the Trust, the Manager and the Fund only with the consent or any of the Subadviser. The Subadviser consents their affiliates in any material relating to the use Adviser in any manner not approved prior thereto by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the FundManager; provided, but only for so long as (i) this agreement shall remain in full force (except however, that the Manager and shall approve all uses of its or the Fund shall be permitted to use such names Trust's name which merely refer in reference accurate terms to the Fund's former name and appointment of the Subadviser's former role as subadvisor for Adviser hereunder or which are required by the SEC or 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 state securities commission; and, provided, further, that in a regulatory filing, subject in each case to the Subadviser's prior approval, which no event shall not such approval 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the AB Global Dynamic Allocation Portfolio. The Adviser shall not use the name “AllianceBernstein” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the SubadviserSubadviser 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 consents Adviser recognizes that from time to the use by the Trust time directors, officers and the Manager employees of the names "▇▇▇▇▇▇▇▇▇" in Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “AllianceBernstein” or any derivative or abbreviation thereof as part of the Fund their name, and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use Subadviser or its affiliates may enter into investment advisory, administration or other agreements with 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 other entities. Upon termination of this Agreement for any reason, the Adviser shall within 30 days cease and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case cause the Portfolio and the Trust to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each cease all use of the Trust name 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement▇ “AllianceBernstein.”
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the ▇▇▇▇▇▇▇▇ Growth Portfolio. The Manager shall not use the names name or ▇▇▇▇ "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" or disclose information related to the business of the Adviser or any of their affiliates in connection with investment-related services any prospectus, sales literature or products, and such names may be used other material relating to the Trust in any manner not approved prior thereto by the TrustAdviser; provided, however, that the Manager Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the Fund only with the consent of the SubadviserSEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser consents to the Adviser shall not use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 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 for any purposes the Trust's name which merely refer in accurate terms to the appointment of the Adviser hereunder or under any conditions except as provided which are required by the SEC or a state securities commission; and, provided, further, that in this sectionno event shall such approval be unreasonably withheld. The foregoing limited authorization by the Subadviser Manager recognizes that from time to the Trust time directors, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive employees of the right Adviser may serve as directors, trustees, partners, officers and employees of the Subadviser itself to useother corporations, business trusts, partnerships or to authorize others to use, said names; the Trust other entities (including other investment companies) 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 other entities 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing include the name "▇▇▇▇▇▇▇▇▇" or "AXA any derivative or abbreviation thereof as part of their name, and that the Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reason, the Manager shall immediately cease and cause the Portfolio to immediately cease all use of the name and ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name ▇ "▇▇▇▇▇▇▇▇▇" or ."AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Endeavor Series Trust)
Use of Names. The Subadviser owns Adviser hereby consents to the right to Portfolio being named the Capital Guardian Global Portfolio. The Manager shall not use the names "name or ▇▇▇▇▇▇▇▇▇▇ "Capital Guardian Trust Company" and "AXA ▇▇▇▇▇▇▇▇▇" or disclose information related to the business of the Adviser or any of its affiliates in connection with investment-related services any prospectus, sales literature or products, and such names may be used other material relating to the Trust in any manner not approved prior thereto by the TrustAdviser; provided, however, that the Manager Adviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the Fund only with the consent of the SubadviserSEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser consents to the Adviser shall not use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall 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 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 which merely refer in accurate terms to the appointment of the Adviser 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 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 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any purposes or under any conditions except as provided in this section. The foregoing limited authorization by reason, the Subadviser Manager shall immediately cease and cause the Portfolio to immediately cease all use of the Trust name and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or ▇ "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right of the Subadviser itself to use, or to authorize others to use, said names; the Capital Guardian 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 Trust and Fund so as to eliminate all reference, if any, to the names Company."▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Investment Advisory Agreement (Endeavor Series Trust)
Use of Names. The Subadviser owns (a) As owner or licensee of the right rights to use and sublicense the names "use of the name “StepStone” and any trademarks or derivatives thereof or logo associated therewith, the Sub-Adviser hereby grants the Fund a non-exclusive right and sublicense to use (i) the StepStone name and ▇▇▇▇ as part of the Fund’s name, and (ii) in connection with the Fund’s investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Sub-Adviser (or any organization which shall have succeeded to the Sub-Adviser’s business as investment manager (the “Sub-Adviser’s Successor”)), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Sub-Adviser or the Sub-Adviser’s Successor is an owner or licensee of the StepStone name and ▇▇▇▇. The Fund agrees that it shall have no right to sublicense or assign rights to use the StepStone name and ▇▇▇▇, it shall acquire no interest in the StepStone name and ▇" ▇▇▇ other than the rights granted herein and "AXA the Fund shall not challenge the validity of the StepStone name and ▇▇▇▇ or the ownership thereof.
(b) The Fund further agrees that all services and products it offers in connection with the StepStone name and ▇▇▇▇ shall meet commercially reasonable standards of quality, as may be determined by the Sub-Adviser from time to time. At the Sub-Adviser’s reasonable request, the Fund shall cooperate with the Sub-Adviser and shall execute and deliver any and all documents necessary to maintain and protect (including, but not limited to, any trademark infringement action) the Sub-Adviser and/or enter the Fund as a registered user thereof.
(c) At such time as this Agreement or any other investment management agreement shall no longer be in effect between the Sub-Adviser (or the Sub-Adviser’s Successor) and the Fund, or the Sub-Adviser no longer is an owner or licensee of the StepStone name and ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, the Fund shall (to the extent that, and such names may be used by the Trustas soon as, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents it lawfully can) cease to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" “StepStone” in the name of the Fund or any other name indicating that it is advised by, managed by or otherwise connected with the Sub-Adviser (or the Sub-Adviser’s successor). In no event shall the Fund use the StepStone name and "AXA marks or any other name or ▇▇▇▇ confusingly similar thereto (including, but not limited to, any name or ▇▇▇▇▇▇" in ▇ that includes the name “StepStone”) if this Agreement or any materials prepared in connection with other investment management agreement between the Fund, but only for so long as Sub-Adviser (ior the Sub-Adviser’s Successor) this agreement shall remain in full force (except that the Manager and the Fund shall 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementterminated.
Appears in 1 contract
Sources: Sub Advisory Agreement (Conversus StepStone Private Markets)
Use of Names. The Subadviser owns (a) During the right term hereof, the Sub-Advisor from time to use time shall make available, without charge to the names "Advisor or the Trust, any marks or symbols owned by the Sub-Advisor (the “M▇▇▇”), including marks or symbols containing the M▇▇▇ or any variation thereof, to use solely in the Fund’s Prospectus and/or Fund sales literature. Such use may not be sublicensed or assigned. The Advisor shall follow any use guidelines and requirements reasonably imposed by the Sub-Advisor. Upon termination of this Agreement, the Advisor and the Trust must promptly cease use of the M▇▇▇▇▇▇" .
(b) During the term of this Agreement and "AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services or products, and such names may be used by the Trustafter its termination, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the Sub-Advisor shall not use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" Fund, the Advisor or Natixis or any combination or derivation thereof in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference material relating to the Fund's former name and the Subadviser's former role as subadvisor for a reasonable transition period of Sub-Advisor in any manner 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 approved prior thereto 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 writing 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 sectionAdvisor. The foregoing limited authorization by the Subadviser to the Trust and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 Notwithstanding the foregoing, the Trust Sub-Advisor may disclose its relationship with the Advisor in specific marketing materials to prospective and Manager agree that, upon any termination of this agreement or upon existing accounts and include the violation of any of its provisions by the Trust or Manager, each of the Trust and Manager will Sub-Advisor Account’s performance in calculating composites.
(c) The Sub-Advisor shall not use its best efforts to change the name of the Trust and or any Fund so as to eliminate all referenceon any checks, if anybank drafts, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business bank statements or forms for other than internal use in a name containing manner not approved by the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" Trust prior thereto in any form or combination whatsoeverwriting; provided however, or designate itself as that the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part approval of the Trust shall not be required for the use of the Trust’s or Fund’s name which merely refers in accurate and Manager factual terms to the Trust or Fund in connection with the Sub-Advisor’s role hereunder or which is required by any appropriate regulatory, governmental or judicial authority; and further provided that in no event shall such approval be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under unreasonably withheld or through it and shall survive the termination of this Agreementdelayed.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Trust for Professional Managers)
Use of Names. (a) The Subadviser owns the right Fund may, subject to sub-clause (b) below, use the names name, "▇▇▇▇▇▇▇▇▇Brandes Investment Partners, L.P.," and ("AXA ▇▇▇▇▇▇▇▇▇" in connection with investment-related services Brandes") or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" in the name of the Fund and "AXA any princi▇▇▇ ▇▇▇▇▇▇▇" in ▇ Brandes, or any materials prepared in connection with the Fundcomponent, but abbreviation or other name derived therefrom for promotional purposes only for so long as this Subad Agreement (ior any extension, renewal or amendment thereof) this agreement continues in force, unless the Subadviser or such principal shall remain specifically consent in full force (except that the Manager and writing to such continued use thereafter. Any permitted use by the Fund shall be permitted to use such names in reference to during 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 term hereof of the Trust and Manager name of the Subadviser or any of its principals, or any derivative thereof, shall fully performin no way prevent the Subadviser or any of its shareholders or any of their successors, fulfill and comply with all provisions from using or permitting the use 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 (whether singly or in any place combination with any other words) for, by or for any purposes in connection with an entity 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 "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" 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 enterprise other than the Fund, to take such action as may reasonably be requested by . At the Subadviser to give full effect to the provisions conclusion of this section (including, without limitation, consenting to such use Subadvisory Agreement or in the event 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 Subadvisory Agreement for any of its provisions by the Trust or Managerreason, each of the Trust authorized parties and Manager will use their respective employees, representatives, affiliates, and associates agree that they shall immediately cease using each such name and any derivatives of said names for any purpose whatsoever.
(b) The Adviser and its best efforts affiliates on one hand, and the Subadviser on the other, shall not publish or distribute, and the Adviser shall cause the Fund not to change the name publish or distribute to Fund shareholders, prospective investors, sales agents or members of the Trust public, any disclosure document, offering literature (including any form of advertisement or other solicitation materials calculated to lead investors to subscribe for and Fund so as to eliminate all reference, if any, purchase shares of the Fund) or other documents referring by name to the names "▇▇▇▇▇▇▇▇▇" Subadviser or its affiliates on one hand and "AXA ▇▇▇▇▇▇▇▇▇" the Adviser or its affiliates on the other, unless the other party shall have consented in writing to such references in the form and will not thereafter transact any business context in a name containing which they appear; provided however, that where the name "▇▇▇▇▇▇▇▇▇" Adviser or "AXA ▇▇▇▇▇▇▇▇▇" the Fund timely seeks to obtain approval of the Subadviser of disclosure required to be contained in any form documents required to be filed by the Fund with any governmental agency, and such approval is not forthcoming on or combination whatsoeverbefore the date on which such documents are required by law to be filed, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager Subadviser shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreementdeemed to have consented to such disclosure.
Appears in 1 contract
Use of Names. The Subadviser owns hereby consents to the right to Portfolio being named the MetLife Multi-Index Targeted Risk Portfolio. The Adviser shall not use the name “MetLife Investment Advisors, LLC” and any of the other names "of the Subadviser or its affiliated companies and any derivative or logo or trade or service ▇▇▇▇▇▇▇▇▇" ▇ thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and "AXA ▇▇▇▇▇▇▇▇▇" that of its affiliates which merely refer in connection with investment-related services accurate terms to its appointment hereunder or productswhich are required by the SEC or a state securities commission; and provided, and further, that in no event shall such names may approval be used by unreasonably withheld. The Subadviser shall not use the name of the Trust, the Manager and Adviser or any of their affiliates in any material relating to the Fund only with Subadviser in any manner not approved prior thereto by the consent Adviser; provided, however, that the Adviser shall approve the uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser. The Subadviser consents to the use hereunder or which are required by the Trust and the Manager of the names "▇▇▇▇▇▇▇▇▇" SEC, a state securities commission or any other regulatory body to which it is subject; and, provided, further, that in the name of the Fund and "AXA ▇▇▇▇▇▇▇▇▇" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement no event shall remain in full force (except that the Manager and the Fund shall 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 approval 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 Adviser recognizes that from time to the Trust time trustees, officers and Manager to use the names "▇▇▇▇▇▇▇▇▇" and/or "AXA ▇▇▇▇▇▇▇▇▇" is not exclusive of the right employees of the Subadviser itself to usemay serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or to authorize others to useother entities (including other investment companies) and that such other entities may include the name “MetLife Investment Advisors, said names; the Trust LLC” or any derivative or abbreviation thereof as part of their name, and Manager acknowledge and agree that as among the Subadviser, the Trust and the Manager, the Subadviser has the exclusive right to useor its affiliates may enter into investment advisory, administration or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take other agreements with 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 Trust and Fund so as to eliminate all reference, if any, to the names "▇▇▇▇▇▇▇▇▇" and "AXA ▇▇▇▇▇▇▇▇▇" and will not thereafter transact any business in a name containing the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "▇▇▇▇▇▇▇▇▇" or "AXA ▇▇▇▇▇▇▇▇▇" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreemententities.
Appears in 1 contract
Sources: Investment Subadvisory Agreement (Brighthouse Funds Trust I)