Common use of USE OF SUB-ADVISER NAME Clause in Contracts

USE OF SUB-ADVISER NAME. The Sub-Adviser or its affiliates own all worldwide rights to the “KKR” trademark and logo (collectively, the “KKR Brand”). The Sub-Adviser has granted a worldwide non-exclusive license to the Investment Adviser and the Trust to use the KKR Brand as a trademark and logo in connection with marketing, promoting and operating the Trust. Neither the Investment Adviser nor the Trust shall register or use the KKR Brand as a corporate name, domain name, ticker symbol or social media identifier without the Sub-Adviser’s prior written consent. The Investment Adviser and Fund shall use the Brand only in accordance with any guidelines provided by the Sub-Adviser. The Investment Adviser and the Trust shall obtain the Sub-Adviser’s prior consent (which consent shall not be unreasonably withheld) for any materials bearing the KKR Brand, or any proposed uses or variations of the KKR Brand or combinations of the KKR Brand with other terms or marks, unless the general form and scope of such use have been previously reviewed and approved by the Sub-Adviser. Notwithstanding the foregoing, the consent of the Sub-Adviser shall not be required for any use of the KKR Brand, which (i) refers in accurate and factual terms to the name of the Sub-Adviser in connection with its role with respect to the Trust, (ii) refers to the KKR Brand in the name of the Trust or (iii) is required by any regulatory, governmental or judicial authority. The Sub-Adviser may terminate the license immediately upon written notice for any reason, including for (i) any breach of the license by the Investment Adviser or the Trust or (ii) the termination of this Agreement. Except to the extent required by applicable law, the Investment Adviser and the Trust shall immediately cease all use of the KKR Brand after such termination. Neither the Investment Adviser nor the Trust shall challenge or contravene the validity of, or the Sub-Adviser’s worldwide ownership of the KKR Brand, nor take (or fail to take) any action that may damage the KKR Brand. All goodwill arising from the Trust’s or the Investment Adviser’s use of the KKR Brand shall inure solely to the benefit of the Sub-Adviser. Neither the Investment Adviser nor the Trust may sublicense or assign this license without the prior consent of the Sub-Adviser, and any purported transaction in violation of the foregoing shall be null and void. For clarity, a change of control, assumption in bankruptcy, merger or reorganization of the Trust or the Investment Adviser shall be deemed an “assignment” of the above license, even if it is not deemed an assignment under applicable law.