Common use of Use of Names Clause in Contracts

Use of Names. The Adviser hereby consents to the 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 xxxx 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 "PIMCO" 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 xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio Company being named the PIMCO Total Return AQR Global Risk Balanced Portfolio. , Ltd. The Manager Company shall not use the name "PIMCO" “AQR” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company 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 Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the ManagerCompany; provided, however, that the Manager Company shall approve all uses of its or the Trust's ’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 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 "PIMCO" “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 such other entitiesentities 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 Manager Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“AQR,” 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."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return AB International Bond Portfolio. The Manager Adviser shall not use the name "PIMCO" “AllianceBernstein” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “AllianceBernstein” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“AllianceBernstein."”

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCOA.G. Edwards" and any of the other names xxx xxxxx xxxes of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information xxxxrmation 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 "PIMCOA.G. Edwards" or any derivative or abbreviation derxxxxxxx xx xbbreviation 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 xxxx mark "PIMCOA.G. Edwards."

Use of Names. The Adviser hereby consents to the 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 name, logo, trade or service xxxx thereof, or disclose information related to the business derivative of the foregoing of the Sub-Adviser or any of its the Sub-Adviser’s affiliates in any prospectus, sales literature or other material materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of its or its 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, provided further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser in any materials relating to the Sub-Adviser in 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’s name and that of its affiliates the Predecessor Adviser’ name, which (1) merely refer in accurate terms to its the appointment hereunder of the Sub-Adviser hereunder, including placing the Trust’s, the Fund’s or which 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; and providedor (3) appear in biographical descriptions or Composite Performance Materials of the Sub-Adviser or its principals; 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 "PIMCO" 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 xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return MFS Research International Portfolio. The Manager shall not use the name names "PIMCOMassachusetts Financial Services Company," and any of the other names of the Adviser "MFS Investment Management" or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx 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 "PIMCOMFS" 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 as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "PIMCOMFS."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxx Xxxxx Value Equity Portfolio. The Manager shall not use the name "PIMCOXxxx Xxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxx Xxxxx" 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 xxxx "PIMCOXxxx Xxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Endeavor Janus Growth Portfolio. The Manager shall not use the name or xxxx "PIMCOXxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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, Trust or 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 "PIMCOJanus" 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 immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "PIMCOXxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Janus Aggressive Growth Portfolio. The Manager shall not use the name "PIMCOJanus" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOJanus" 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 xxxx "PIMCOXxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return 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 xxxx 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 "PIMCO" 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 xxxx "PIMCO."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return PortfolioPanAgora Global Diversified Risk Portfolio . The Manager Adviser shall not use the name "PIMCO" “PanAgora” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “PanAgora” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“PanAgora,” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return AllianceBernstein Global Dynamic Allocation Portfolio. The Manager Adviser shall not use the name "PIMCO" “AllianceBernstein” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “AllianceBernstein” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“AllianceBernstein."”

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return PortfolioClearBridge Aggressive Growth Portfolio II. The Manager Adviser shall not use the name "PIMCO" “ClearBridge” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “ClearBridge” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio Company being named the PIMCO Total Return BlackRock Global Tactical Strategies Portfolio. , Ltd. The Manager Company shall not use the name "PIMCO" “BlackRock” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company 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 Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the ManagerCompany; provided, however, that the Manager Company shall approve all uses of its or the Trust's ’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 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 "PIMCO" “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 such other entitiesentities 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 Manager Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“BlackRock,” 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."

Use of Names. The Adviser hereby consents to the Portfolio Company being named the PIMCO Total Return PanAgora Global Diversified Risk Portfolio. , Ltd. The Manager Company shall not use the name "PIMCO" “PanAgora” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust or the Company 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 Trust or any of their affiliates in any material relating to the Adviser in any manner not approved prior thereto by the ManagerCompany; provided, however, that the Manager Company shall approve all uses of its or the Trust's ’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 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 "PIMCO" “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 such other entitiesentities 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 Manager Company shall within 30 days (i) cease and cause the Company, the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“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."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Clarion Global Real Estate Portfolio. The Manager shall not use the name "PIMCO" “Clarion” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 ’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 "PIMCO" “Clarion” 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 xxxx "PIMCO“Clarion."”

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxx Xxxxx Partners Managed Assets Portfolio. The Manager shall not use the name "PIMCOWestern Asset" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOWestern Asset" 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 xxxx "PIMCOWestern Asset."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Pioneer Fund Portfolio. The Manager shall not use the name "PIMCOPioneer" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOPioneer" 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 xxxx "PIMCOPioneer."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Pioneer Strategic Income Portfolio. The Manager shall not use the name "PIMCOPioneer" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOPioneer" 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 xxxx "PIMCOPioneer."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating 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 Trust in any manner not approved prior thereto by the Adviser; providedFund, however, that the Adviser shall approve have a non-exclusive, non-transferable, SANDS CAPITAL MANAGEMENT, LLC DECEMBER 1, 2021 royalty-free license to reproduce, distribute, publicly display or otherwise use your name in accordance with applicable law, including any short form thereof, logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Trust (collectively, “Materials”), subject to the terms of this paragraph 13. The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the Trust, without your prior approval. With respect to all uses other Materials, the Adviser’s use of the Licensed IP will be subject 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), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Trust, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser 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. In addition, the Adviser hereby approves of your use of its name and that trademark as part of its affiliates which merely refer a representative client list used 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 withheldbusiness development presentations. The Adviser shall agrees that it will not use edit, excerpt or modify the name of Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Trust, the Manager Licensed IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that all Materials containing 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 Licensed IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, provided, further, rules and regulations. You hereby agree that in no event shall such approval you will be unreasonably withheld. The Manager recognizes responsible for ensuring that from time to time directors, officers and employees of the Adviser may serve as directors, trustees, partners, officers and employees of other corporations, all business trusts, partnerships or other entities (including other investment companies) and development presentations that such other entities may include the Adviser’s name "PIMCO" or any derivative or abbreviation thereof as part of their namea representative client list will comply with applicable laws, rules 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 xxxx "PIMCOregulations."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return MFS Research International Portfolio. The Manager shall not use the name "PIMCO" and any of the other names of the Adviser “Massachusetts Financial Services Company,” “MFS Investment Management” or its affiliated companies and “MFS” or any derivative or logo or trade or service xxxx 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 ’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 "PIMCO" “MFS” 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 as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO“MFS."”

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxx Xxxxx Aggressive Growth Portfolio. The Manager shall not use the name "PIMCOCAM North America, LLC" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOCAM North America, 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 xxxx "PIMCOCAM North America, LLC"."

Use of Names. The Adviser hereby consents to the Portfolio being ------------ named the PIMCO Total Return Xxxx Xxxxx Value Equity Portfolio. The Manager shall not use the name "PIMCOXxxx Xxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxx Xxxxx" 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 xxxx "PIMCOXxxx Xxxxx."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Brighthouse/Aberdeen Emerging Markets Equity Portfolio. The Manager Adviser shall not use the name "PIMCO" “Aberdeen” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Aberdeen” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Aberdeen,” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return PortfolioLegg Mason Partners Managed Xxxexx Xxrtfolio. The Manager shall not use the name "PIMCOCAM NA" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation 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 "PIMCOCAM NA" 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 xxxx mark "PIMCOCAM NA."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxxxx Oakmark International Portfolio. The Manager shall not use the name "PIMCOXxxxxx Oakmark" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 AdviserAdviser 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 ManagerManager 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 "PIMCOXxxxxx 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 xxxx "PIMCOXxxxxx Oakmark"."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Allianz Global Investors Dynamic Multi-Asset Plus Portfolio Portfolio. The Manager Adviser shall not use the name "PIMCO" “Allianz Global Investors_” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" Allianz” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating 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 subadviser to the Trust Fund, the Adviser shall be permitted to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying mark, and trade name (collectively, the “IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 15. The Adviser will be permitted to use the IP in any manner not approved Materials solely for the purpose of identifying you as the subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior thereto by approval. With respect to all other Materials, the Adviser’s use of the IP will be subject 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; provided, howeverthat, the Adviser will endeavor to provide you with as much time as reasonably possible for the review of such samples of Materials. Following your review and approval of a sample of any Materials containing the IP, the Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Harbor funds, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser shall approve all uses agrees that it will provide copies of its name and that of its affiliates which merely refer in accurate terms any Materials containing the IP for review by you, from time to its appointment hereunder or which are required by the SEC or a state securities commission; and providedtime, further, that in no event shall such approval be unreasonably withheldupon your reasonable request. The Adviser shall agrees that it will not use edit, excerpt or modify the name of IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Trust, the Manager IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that all Materials containing 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 IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, providedrules and regulations. Xxxxxxxx Investment Management North America Inc. EMBARK COMMODITY STRATEGY FUND JANUARY 17, 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 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 xxxx "PIMCO."2024

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxx Xxxxxx Global Markets Portfolio. The Manager shall not use the name "PIMCOXxxxxx Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxxxx Xxxxxx" 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 xxxx "PIMCOXxxxxx Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Lord Xxxxxx Bond Debenture Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Firstar Balanced Portfolio. The Manager shall not use the name "PIMCOFirstar" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOFirstar" 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 xxxx "PIMCOFirstar."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxxxxx Xxxxxx Real Estate Portfolio. The Manager shall not use the name "PIMCOXxxxxxxxx Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxxxxxxx Xxxxxx" 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 xxxx "PIMCOXxxxxxxxx Xxxxxx."

Use of Names. The Adviser For so long as this Agreement is in effect and for no more than 30 days following termination of the Agreement, the Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Victory Sycamore Mid Cap Value Portfolio. The Manager Adviser shall not use the name "PIMCO" “Victory Capital Management Inc.,” “Sycamore Capital” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or abbreviation thereof or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectusRegistration Statement, sales literature or other material relating to the Trust Tmst in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all the uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser Subadviser hereunder or which are required by the SEC or SEC, a state securities commissioncommission or any other regulatory body to which it is subject; and, provided, further, that in no event shall such approval be unreasonably withheld. The Manager Adviser recognizes that from time to time directorstrustees, officers and employees of the Adviser 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" “Victory Capital Management Inc.,” “Sycamore Capital” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return X. Xxxx Price Mid-Cap Growth Portfolio. The Manager shall not use the name "PIMCO" X. Xxxx Price and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 AdviserAdviser 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 ManagerManager 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 "PIMCOX. Xxxx Price" 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 xxxx "PIMCOX. Xxxx Price"."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxxx Xxxxx Mid-Cap Value Portfolio. The Manager shall not use the name "PIMCOXxxxxxx Sachs" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 (provided that the name is fairly and accurately presented) 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 commissioncommission provided that the name is fairly and accurately presented; 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 "PIMCOXxxxxxx Sachs" 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 xxxx "PIMCOXxxxxxx Xxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxxxx Mid-Cap Growth Portfolio. The Manager shall not use the name "PIMCOXxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxxxx" 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 xxxx "PIMCOXxxxxx."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxxxx Large Cap Equity Portfolio. The Manager Adviser shall not use the name "PIMCO" “Xxxxxxxx Associates LLC” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all the uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser Subadviser hereunder or which are required by the SEC or a state securities commissioncommission to which it is subject; and, provided, further, that in no event shall such approval be unreasonably withheld. The Manager Adviser recognizes that from time to time directorstrustees, officers and employees of the Adviser 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" “Xxxxxxxx Associates, LLC” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Lord Xxxxxx Growth Opportunities Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxx Xxxxx Partners Managed Assets Portfolio. The Manager shall not use the name "PIMCOCAM NA" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOCAM NA" 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 xxxx "PIMCOCAM NA."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Frontier Mid Cap Growth Portfolio. The Manager Adviser shall not use the name "PIMCO" Frontier Capital Management, LLC and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all the uses of its or the Trust's Trusts name which merely refer in accurate terms to the appointment of the Adviser Subadviser hereunder or which are required by the SEC or SEC, a state securities commissioncommission or any other regulatory body to which it is subject; and, provided, further, that in no event shall such approval be unreasonably withheld. The Manager Adviser recognizes that from time to time directorstrustees, officers and employees of the Adviser 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" Frontier Capital Management Company, LLC or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO6."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Met/AIM Capital Appreciation Portfolio. The Manager shall not use the name "PIMCOAIM" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOAIM" 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 xxxx "PIMCOAIM."

Use of Names. The Adviser hereby consents to the Portfolio being named ____________ the PIMCO Total Return MFS Value Portfolio. The Manager shall not use the name "PIMCOMassachusetts Financial Services Company," and any of the other names of the Adviser MFS Investment Management" or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx 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 "PIMCOMFS" 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 xxxx "PIMCOMFS."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Allianz Global Investors Dynamic Multi-Asset Plus Portfolio. The Manager Adviser shall not use the name "PIMCO" “Allianz Global Investors” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Allianz” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return "Montgomery Select 50 Portfolio. ." The Manager shall Manaxxx xxxxx 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 xxxx 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 and, provided, further, that in no event shall such approval be unreasonably withheld. The Adviser shall not use the name of the Trust, Trust or 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, 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 "PIMCOMontgomery" or any derivative or abbreviation thereof as part of their name, and that the Adviser thax xxx Xxxxser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of If the Adviser ceases to act as the Portfolio's investment adviser pursuant to this Agreement for any reasonAgreement, the Manager shall within 30 days cease and agrees that, at the Adviser's request, it will cause the Trust to take all necessary action to change the name of the Portfolio to cease all use a name not including "Montgomery" in any form or combination of the name and xxxx "PIMCOxxxxx."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxx Xxxxxx Growth Portfolio. The Manager Adviser shall not use the name "PIMCO" “Xxxxxx Xxxxxx” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Xxxxxx Xxxxxx” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Xxxxxx Xxxxxx."”

Use of Names. The Adviser hereby consents authorizes the Manager to use the ------------ following branded name - "Xxx Xxxxxx" - 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 being named the PIMCO Total Return Portfolio. The Manager shall agrees not to use the name "PIMCOXxx Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates "Xxxxxx Xxxxxxx" in any prospectus, sales literature or other material relating to the Trust in any manner not Portfolio Material unless permitted and approved prior thereto 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 shall approve all uses with prompt notice of the required disclosure. It is understood that the names "Xxxxxx Xxxxxxx" and "Xxx Xxxxxx" and any derivative thereof or logos associated with such names (collectively, the "MS Names"), are the valuable property of the Adviser and its name 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 its affiliates which merely refer in accurate terms the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to its appointment hereunder or which are required by use the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheldMS 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. 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 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 xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named ____________ the PIMCO Total Return Met/AIM Capital Appreciation Portfolio. The Manager shall not use the name "PIMCOAIM" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOAIM" 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 xxxx "PIMCOAIM."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxxxx Xxxxxx Global Markets Portfolio. The Manager shall not use the name "PIMCOXxxxxx Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxxxx Xxxxxx" 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 xxxx "PIMCOXxxxxx Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named ____________ the PIMCO Total Return MFS Emerging Markets Equity Portfolio. The Manager shall not use the name "PIMCOMassachusetts Financial Services Company, "MFS Investment Management" and any of the other names of the Adviser or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx 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 "PIMCOMFS" 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 xxxx "PIMCOMFS."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being ------------ named the PIMCO Total Return Lord Xxxxxx Mid Cap Value Portfolio. The Manager Adviser shall not use the name "PIMCO" Xxxx Xxxxxx and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust Fund in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the TrustFund, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the TrustFund's name which merely refer in accurate terms to the appointment of the Adviser 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 of "Lord Xxxxxx Mid Cap Value Portfolio," "Lord Xxxxxx Mid Cap Value Fund" and similar names in connection with mutual funds and other pooled investment vehicles sponsored by the Subadviser. The Manager Adviser recognizes that from time to time directors, officers officers, members and employees of the Adviser Subadviser may serve as directors, trustees, partners, officers officers, members 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" Lord Xxxxxx or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Dreman Small-Cap Value Portfolio. The Manager shall not use the name "PIMCODreman" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCODreman" 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 xxxx "PIMCODreman."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return PortfolioLord Abbett America's Value Portxxxxx. The Manager shall not use the name "PIMCOLord Abbett" and any of the other names othex xxxxs of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation 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 "PIMCOLord Abbett" or any derivative or abbreviation ox xxxxeviation 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 xxxx mark "PIMCOLord Abbett."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return SSgA Growth ETF Portfolio. The Manager shall not use the name "PIMCOSSgA" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of businexx xf 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 "PIMCOSSgA" 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 xxxx mark "PIMCO.SSgA."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return AB Global Dynamic Allocation Portfolio. The Manager Adviser shall not use the name "PIMCO" “AllianceBernstein” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “AllianceBernstein” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“AllianceBernstein."”

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return WMC Large Cap Research Portfolio. The Manager Adviser shall not use the name "PIMCO" “WMC” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “WMC” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Lord Xxxxxx Bond Debenture Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Pioneer Fund Portfolio. The Manager shall not use the name "PIMCOPioneer" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOPioneer" 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 xxxx "PIMCOPioneer."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return X. Xxxx Price Mid Cap Growth Portfolio. The Manager shall not use the name "PIMCO" X. Xxxx Price and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser 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 AdviserSubadviser except for information which is otherwise publicly available; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager or any of their affiliates in any material relating to the Adviser Subadviser 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 ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager recognizes and the Adviser recognize that from time to time directors, officers and employees of the Adviser 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" “X. Xxxx Price” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Third Avenue Small Cap Value Portfolio. The Manager shall not use the name "PIMCOThird Avenue" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOThird Avenue" 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 xxxx "PIMCOThird Avenue."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxx Capital Management Mid Cap Value Portfolio. The Manager Adviser 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 xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Xxxxx Capital Management, Incorporated” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Xxxxx Capital Management” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return BlackRock High Yield Portfolio. The Manager shall not use the name "PIMCOBlackRock" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOBlackRock" 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 xxxx "PIMCOBlackRock."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Janus Capital Appreciation Portfolio. The Manager shall not use the name "PIMCOJanus" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation 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 "PIMCOJanus" 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 xxxx mark "PIMCOJanus."

Use of Names. The Adviser hereby consents to the name of the Portfolio being named the PIMCO Total Return changed, effective upon shareholder approval, to "Dreyfus Small Cap Value 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 xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates parent 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 parent 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 approval be unreasonably withheld. The Adviser shall not use the name of the Trust, Trust or 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, 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 "PIMCODreyfus" 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 If the Adviser ceases to act as the Portfolio's investment adviser pursuant to this Agreement for any reasonAgreement, the Manager shall within 30 days cease and agrees that, at the Adviser's request, it will cause the Trust to take all necessary action to change the name of the Portfolio to cease all use a name not including "Dreyfus" in any form or combination of the name and xxxx "PIMCOwords."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Batterymarch Growth and Income Portfolio. The Manager shall not use the name "PIMCOBatterymarch" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOBatterymarch" 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 xxxx "PIMCOBatterymarch."

Use of Names. The Trust and the Investment Adviser hereby consents to acknowledge that the Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCO" and any of the other names of the Sub-Adviser or its affiliated companies affiliates own all right, title and any derivative or logo or trade or service xxxx thereof, or disclose information related interest in and to the name, trademark and service marks “Milliman” and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Sub-Adviser in performing its obligations under this Agreement (collectively the “Milliman Licensed Marks”). The Sub-Adviser hereby grants to the Investment Adviser and the Trust and their affiliates a non-exclusive, royalty-free, worldwide license to use the Milliman Licensed Marks in connection with the business operations of the Trust and their performance of services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. In addition, the Investment Adviser or any and the Trust may refer in advertising and promotional materials to the identity of its affiliates the Sub-Adviser and the services provided by the Sub-Adviser to the Investment Adviser and the Funds, which references shall not differ in substance from those included in any prospectusFund’s Registration Statement and this Agreement, sales literature or other material relating to with the Trust in any manner prior permission of Sub-Adviser, which shall 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 Investment Adviser shall not use submit to the name of the Trust, the Manager or any of their affiliates in any material Sub-Adviser for its review and approval all such public informational materials relating to the Funds that refer to any registered xxxx or logo or other proprietary designation of the Sub-Adviser. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly by the Sub-Adviser and in any manner not approved prior thereto event within ten (10) business days of receipt of such material by the ManagerSub-Adviser; providedif the Sub-Adviser has not objected to such use within such period, however, that the Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms it will be deemed 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 have approved 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesuse. Upon termination of this Agreement for any reasonAgreement, the Manager Trust and the Investment Adviser shall cease to use such registered marks, logos or other proprietary designations of the Sub-Adviser and the license contained herein shall terminate. The Trust and the Sub-Adviser acknowledge that the Investment Adviser or its affiliates own all right, title and interest in and to the name, trademark and service marks and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Investment Adviser in performing its obligations under this Agreement (collectively the “Investment Adviser Licensed Marks”). The Investment Adviser hereby grants to the Sub-Adviser and its affiliates a non-exclusive, royalty-free, worldwide license to use the Investment Adviser Licensed Marks in connection with Sub-Adviser’s performance of the services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. The Sub-Adviser shall submit to the Investment Adviser for its review all such public informational materials relating to the Funds, the Investment Adviser or the services provided by the Sub-Adviser under this Agreement or that refer to any registered xxxx or logo or other proprietary designation of the Investment Adviser or the Trust. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly and in any event within 30 ten (10) business days of receipt of such material by the Investment Adviser; if the Investment Adviser has not objected to such use within such period, it will be deemed to have approved such use. Upon termination of this Agreement, the Sub-Adviser shall cease to use such registered marks, logos or other proprietary designations of the Investment Adviser and cause the Portfolio to cease all Trust and the license contained herein shall terminate. Notwithstanding the foregoing, the approval of a party shall not be required for the use of its name by any other party which (a) merely refers in accurate or factual terms to the name and xxxx "PIMCOof such party in connection with its role with respect to the Trust or the Fund, or (b) is required by any regulatory, governmental or judicial authority."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return SSgA Growth and Income ETF Portfolio. The Manager shall not use the name "PIMCOSSgA" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOSSgA" 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 xxxx "PIMCO.SSgA."

Use of Names. The Adviser hereby consents parties agree and acknowledge that the Sub-Advisor is the sole owner of the name and mxxx " Sxxxxxx Xxxxxxxx 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 Mxxx") under this Agreement shall inure to the Portfolio being named benefit of the PIMCO Total Return PortfolioSub-Advisor. The Manager shall not use by the name "PIMCO" and any Trust on its own behalf or on behalf of the other names Fund of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates Sub-Advisor Mxxx in any prospectus, advertisement or sales literature or other material relating 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 Trust investing public in any manner disclosure document, advertisement or sales literature or other materials promoting the Fund. Such consent shall not approved prior thereto be required for any documents or other materials intended for use by the Adviser; providedTrust'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, howeversales 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 Adviser Sub-Advisor shall approve all uses have no responsibility to ensure the adequacy of its name the form or content of such materials for purposes of the 1940 Act or other applicable laws and that 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 which merely refer for use in accurate terms to Sales Material prepared by WM Advisors or its appointment hereunder or which are required affiliates. Consent by the SEC or a state securities commission; Sub-Advisor to such use of any Sub-Advisor Mxxx and provided, further, that in no event any such representation shall such approval not be unreasonably withheld. The Adviser withheld and shall not use the name of be deemed to be given if no written objection is received by the Trust, the Manager Fund or WM Advisors within 5 business days after the request is made by the Trust, the Fund or WM Advisors for such use of any Sub-Advisor Mxxx 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 "PIMCO" 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 entitiesrepresentation. Upon termination of this Agreement for any reason, the Manager Trust and WM Advisors shall within 30 days cease and cause the Portfolio to cease all use of any Sub-Advisor Mxxx(s) as soon as reasonably practicable. If WM Advisors or the name 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 xxxx "PIMCOthus, the Sub-Advisor will be entitled to injunctive relief."

Use of Names. The Adviser hereby consents authorizes the Manager to use the following branded name - "Van Kampen" - in the Portfoxxx'x Xxxxpectus 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 being named the PIMCO Total Return Portfolio. The Manager shall agrees not to use the name "PIMCOVan Kampen" or "Morgan Stanxxx" xx xxy Portxxxxx Mxxxxxxx unless permitted and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 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 shall approve all uses with prompt notice of the required disclosure. It is understood that the names "Morgan Stanley" and "Van Kaxxxx" axx xxx derivatxxx xxxxxxf or logos associated with such names (collectively, the "MS Names"), are the valuable property of the Adviser and its name 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 its affiliates which merely refer in accurate terms the Adviser. Upon termination of this Agreement, the Manager and the Portfolio shall, as soon as is reasonably possible, cease to its appointment hereunder or which are required by use the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheldMS 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. 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 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 xxxx "PIMCO."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Batterymarch Mid-Cap Stock Portfolio. The Manager shall not use the name "PIMCOBatterymarch" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOBatterymarch" 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 xxxx "PIMCOBatterymarch."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCO" “AQR” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “AQR” or any derivative or abbreviation thereof as part of their name, and that the Adviser Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesentities 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 Manager Adviser shall (at its own expense) within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“AQR,” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxxxx Growth Portfolio. The Manager shall not use the name or xxxx "PIMCOXxxxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its their 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, Trust or 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 "PIMCOXxxxxxxx" 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 immediately cease and cause the Portfolio to immediately cease all use of the name and xxxx "PIMCOXxxxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named ____________ the PIMCO Total Return Xxxx Xxxxx Partners Managed Assets Portfolio. The Manager shall not use the name "PIMCOXxxx Xxxxx 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 xxxx 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 "PIMCOXxxx Xxxxx 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 xxxx "PIMCOXxxx Xxxxx Global Asset Allocation, LLC" or any derivative or abbreviation thereof."

Use of Names. The Investment Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCO" and any of the other names of the Sub-Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser or any of its affiliates parent in any prospectus, sales literature or other material relating to the Trust Fund in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of its name and that of its affiliates parent 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 Sub-Adviser shall not use the name of the Fund or the Investment Adviser in any material relating to the Sub-Adviser in any manner not approved prior thereto by the Investment Adviser; provided, however, that the Investment Adviser shall approve all uses of its or the Fund's name which merely refer in accurate terms to the appointment of the Sub-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 Investment Adviser recognizes that from time to time directors, officers and employees of the Sub-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 "PIMCODreyfus" or any derivative or abbreviation thereof as part of their name, and that the Sub-Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of If the Sub-Adviser ceases to act as the Portfolio's investment adviser pursuant to this Agreement for any reasonAgreement, the Manager shall within 30 days cease and Investment Adviser agrees that, at the Sub-Adviser's request, it will cause the Fund to take all necessary action to change the name of the Portfolio to cease all use a name not including "Dreyfus" in any form or combination of the name and xxxx "PIMCOwords."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Met/AIM Capital Appreciation Portfolio. The Manager shall not use the name "PIMCOAIM" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOAIM" 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 xxxx "PIMCOAIM."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Brighthouse Small Cap Value Portfolio. The Manager Adviser shall not use the name "PIMCO" “Allspring Global Investments, LLC” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Allspring Global Investments, LLC” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Allspring Global Investments, LLC,” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Trust and Sub-Adviser hereby consents acknowledge that all ------------- rights to the name "Access" belong to the Adviser, and that the Trust is being granted a limited license to use such words in its Portfolio being named name or in any class name. In the PIMCO Total Return Portfolioevent the Adviser ceases to be the adviser, the Trust's right to the use of the name "Access" shall automatically cease on the ninetieth (90th) day following the termination of this Agreement. The Manager 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 not impair or diminish in any respect the Adviser's right to use the name "PIMCOAccess" and in the name of, or in connection with, any of the other names of business enterprises with which the Adviser is or its affiliated companies and any derivative or logo or trade or service xxxx 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 may become associated. There is no charge to the Trust in any manner not approved prior thereto by for 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 right 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 withhelduse this name. The Adviser shall not use and the name of the Trust, the Manager or any of their affiliates in any material relating Trust acknowledge that all rights 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 "PIMCOWells" or any derivative or abbreviation thereof as part of their namebelong to the Sub-Axxxxxr, 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 event the Sub-Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement for any reasonceases to be the sub-adviser to the Portfolio, the Manager shall within 30 days cease and cause Trust's right to the Portfolio to cease all use of the name "Wells" shall automatically xxxxe upon the termination of this Agreement, and xxxx the Trust shall cease to use such name as soon as practicable thereafter, but in any event within sixty (60) days thereafter. 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 "PIMCOWells" in the name of, or xx xxnnection 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."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Unless required by applicable law, neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates in any prospectusadvertising, sales literature promotional or other material relating without obtaining specific prior written approval of the non-disclosing party. To the extent your prior written approval is obtained as described above, you hereby 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 xxxx, and trade name (collectively, the “Licensed IP”) solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the Trust in any manner not approved the marketing materials for which you have provided your 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 withheldwritten approval. The Adviser shall agrees that it will not use edit, excerpt or modify the name of Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Trust, the Manager Licensed IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that materials containing 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 Licensed IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, providedrules and regulations. TEKNE CAPITAL MANAGEMENT, furtherLLC SEPTEMBER 1, that 2021 If you are in no event shall such approval be unreasonably withheld. The Manager recognizes that from time to time directorsagreement with the foregoing, officers and employees please sign the form of acceptance on 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination accompanying counterpart of this Agreement for any reasonand return one such counterpart to the Fund and the other such counterpart to the Adviser, the Manager whereupon this Agreement shall within 30 days cease and cause the Portfolio to cease all use become a binding contract. HARBOR FUNDS ON BEHALF OF EACH FUND SET FORTH IN SCHEDULE A, SEVERALLY AND NOT JOINTLY By: Xxxxxxx X. XxXxxx, President HARBOR CAPITAL ADVISORS, INC. By: Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the name and xxxx "PIMCO."date thereof. TEKNE CAPITAL MANAGEMENT, LLC By: Name: Title: TEKNE CAPITAL MANAGEMENT, LLC SEPTEMBER 1, 2021 SCHEDULE A FUNDS Harbor Disruptive Innovation Fund

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Lazard Mid Cap Portfolio. The Manager shall not use the name "PIMCOLazard" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLazard" 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 xxxx "PIMCOLazard."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Batterymarch Growth and Income Portfolio. The Manager shall not use the name "PIMCOBatterymarch Financial Management" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information related to the business of the Adviser Xxxiser 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 "PIMCOBatterymarch Financial Management" 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 xxxx mark "PIMCOBatterymarch."

Use of Names. The Adviser hereby consents Neither this Lease, nor anything contained in this Lease, shall be deemed to grant to the Portfolio being named Tenant any rights whatsoever to, and the PIMCO Total Return Portfolio. The Manager shall Tenant hereby covenants that it will not use 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 xxxx 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 "PIMCOXentury City," or any derivative combination thereof permutation or abbreviation thereof as part of their related name, without the prior written consent of Landlord. Similarly, neither this Lease, nor anything contained in this Lease, shall be deemed to grant to Landlord any rights whatsoever to, and the Landlord hereby covenants that it will not use, the Adviser names, trademarks, service marks, copyrights, call letters or tradenames of GEC or its affiliates may enter into investment advisoryAffiliates, administration or images, drawings, plans, renderings or photographs of the Project, including without limitation the names "Opryland Hotel," "Grand Old Opry" or "Opry" or any derivative, combination or permutation thereof or related name, without the express prior written consent of GEC or other agreements party with the legal right to use and allow further use of the subject name (such consent to be required for each proposed use). For purposes hereof written consent, to be effective, must be provided in the case of GEC or its Affiliates by the President of the Opryland Lodging Group or other entitiesofficer designated in writing by the President of GEC, or by at least a corporate Vice President, or equivalent, of any other affected entity. Upon This Section 24 shall survive the expiration or any early termination of this Agreement Lease, and the sole remedies for any reasonviolation of this Section absent an intentional and continuing disregard of a formal written notice of default and demand specifically referencing the provisions of this Section shall be limited to the right to obtain and enforce injunctive relief and to obtain damages consistent with applicable or analogous federal or state laws governing the remedies for violation of comparable intellectual property rights, together with the Manager shall within 30 days cease and cause the Portfolio to cease all use right of the name prevailing party in any enforcement or other action by the parties in connection with this Section 24 to recover its reasonable attorneys', experts' and xxxx "PIMCOparalegals' fees and costs pursuant to Section 35 hereof."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Met/Xxxxxx Research Portfolio. The Manager shall not use the name "PIMCOXxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOXxxxxx" 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 xxxx "PIMCOXxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return SSGA Growth ETF Portfolio. The Manager shall not use the name "PIMCO" “SSGA” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 ’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 "PIMCO" “SSGA” 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 xxxx "PIMCO“SSGA."”

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Lord Xxxxxx Growth and Income Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Xxxxxx Oakmark International Portfolio. The Manager shall not use the name "PIMCO" “Xxxxxx Oakmark” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 AdviserAdviser 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 ManagerManager except for information which is otherwise publicly available; provided, however, that the Manager shall approve all uses of its or the Trust's ’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 "PIMCO" “Xxxxxx 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 xxxx "PIMCO“Xxxxxx Oakmark”."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating 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 subadviser to the Trust Fund, the Adviser shall be permitted to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying mark, and trade name (collectively, the “IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 15. The Adviser will be permitted to use the IP in any manner not approved Materials solely for the purpose of identifying you as the subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of the Harbor funds, without your prior thereto by approval. With respect to all other Materials, the Adviser’s use of the IP will be subject 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; provided, howeverthat, the Adviser will endeavor to provide you with as Xxxxxxxx Investment Management North America Inc. EMBARK CAYMAN FUND V LTD JANUARY 17, 2024 much time as reasonably possible for the review of such samples of Materials. Following your review and approval of a sample of any Materials containing the IP, the Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of the Harbor funds, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser shall approve all uses agrees that it will provide copies of its name and that of its affiliates which merely refer in accurate terms any Materials containing the IP for review by you, from time to its appointment hereunder or which are required by the SEC or a state securities commission; and providedtime, further, that in no event shall such approval be unreasonably withheldupon your reasonable request. The Adviser shall agrees that it will not use edit, excerpt or modify the name of IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Trust, the Manager IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that all Materials containing 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 IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, provided, further, that in no event shall such approval be unreasonably withheld. The Manager recognizes that from time to time directors, officers rules 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 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 xxxx "PIMCOregulations."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating 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 Trust in any manner not approved prior thereto by the Adviser; providedFund, however, that the Adviser shall approve all uses 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 mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds II (collectively, “Materials”), subject to the terms 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 withheldthis paragraph 13. The Adviser shall not will be permitted to use the name Licensed IP in any Materials solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of Harbor Funds II, without your prior approval. With respect to all other Materials, the Adviser’s use of the TrustLicensed IP will be subject to your prior review and approval of a sample of such Materials, and you agree to use reasonable efforts XXXXXXXX INVESTMENT MANAGEMENT LLC JANUARY 17, 2024 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 Manager Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of Harbor Funds II, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser 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 way. The Adviser acknowledges that it will acquire no right, title or interest to the Licensed IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that all Materials containing 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 Licensed IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, providedrules and regulations. [Signatures appear on the following page] XXXXXXXX INVESTMENT MANAGEMENT LLC JANUARY 17, further2024 If you are in agreement with the foregoing, that in no event shall such approval be unreasonably withheld. The Manager recognizes that from time to time directors, officers and employees please sign the form of acceptance on 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination accompanying counterpart of this Agreement for any reasonand return one such counterpart to the Fund and the other such counterpart to the Adviser, the Manager whereupon this Agreement shall within 30 days cease and cause the Portfolio to cease all use become a binding contract. HARBOR FUNDS IION BEHALF OF EMBARK SMALL CAP EQUITY FUND, SEVERALLY AND NOT JOINTLY By: /s/ Xxxxxxx X. XxXxxx Xxxxxxx X. XxXxxx, President HARBOR CAPITAL ADVISORS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, President The foregoing Agreement is hereby accepted as of the name date thereof. XXXXXXXX INVESTMENT MANAGEMENT LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President and xxxx "PIMCO."CEO

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Xxxx Xxxxx Partners Managed Assets Portfolio. The Manager shall not use the name "PIMCOBatterymarch" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOBatterymarch" 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 xxxx "PIMCOBatterymarch."

Use of Names. The Adviser hereby consents to the Portfolio being named ____________ the PIMCO Total Return Xxxx Xxxxx Partners Managed Assets Portfolio. The Manager shall not use the name "PIMCOBatterymarch" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOBatterymarch" 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 xxxx "PIMCOBatterymarch."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Real Return Asset 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 xxxx 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 "PIMCO" 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 xxxx "PIMCO."

Use of Names. The Trust and the Investment Adviser hereby consents to acknowledge that the Portfolio being named the PIMCO Total Return Portfolio. The Manager shall not use the name "PIMCO" and any of the other names of the Sub-Adviser or its affiliated companies affiliates own all right, title and any derivative or logo or trade or service xxxx thereof, or disclose information related interest in and to the name, trademark and service marks “Parametric” and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Sub-Adviser in performing its obligations under this Agreement (collectively the “Parametric Licensed Marks”). The Sub-Adviser hereby grants to the Investment Adviser and the Trust and their affiliates a non-exclusive, royalty-free, worldwide license to use the Parametric Licensed Marks in connection with the business operations of the Trust and their performance of services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. In addition, the Investment Adviser or any and the Trust may refer in advertising and promotional materials to the identity of its affiliates the Sub-Adviser and the services provided by the Sub-Adviser to the Investment Adviser and the Funds, which references shall not differ in substance from those included in any prospectusFund’s Registration Statement and this Agreement, sales literature or other material relating to with the Trust in any manner prior permission of Sub-Adviser, which shall 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 Investment Adviser shall not use submit to the name of the Trust, the Manager or any of their affiliates in any material Sub-Adviser for its review and approval all such public informational materials relating to the Funds that refer to any registered mark or logo or other proprietary designation of the Sub-Adviser. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly by the Sub-Adviser and in any manner not approved prior thereto event within ten (10) business days of receipt of such material by the ManagerSub-Adviser; providedif the Sub-Adviser has not objected to such use within such period, however, that the Manager shall approve all uses of its or the Trust's name which merely refer in accurate terms it will be deemed 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 have approved 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entitiesuse. Upon termination of this Agreement for any reasonAgreement, the Manager Trust and the Investment Adviser shall cease to use such registered marks, logos or other proprietary designations of the Sub-Adviser and the license contained herein shall terminate. The Trust and the Sub-Adviser acknowledge that the Investment Adviser or its affiliates own all right, title and interest in and to the name, trademark and service marks and own (or will own prior to use) all other tradenames, trademarks and service marks that may be used by the Investment Adviser in performing its obligations under this Agreement (collectively the “Investment Adviser Licensed Marks”). The Investment Adviser hereby grants to the Sub-Adviser and its affiliates a non-exclusive, royalty-free, worldwide license to use the Investment Adviser Licensed Marks in connection with Sub-Adviser’s performance of the services contemplated under this Agreement, subject to the terms and conditions set forth in this Agreement. The Sub-Adviser shall submit to the Investment Adviser for its review all such public informational materials relating to the Funds, the Investment Adviser or the services provided by the Sub-Adviser under this Agreement or that refer to any registered mark or logo or other proprietary designation of the Investment Adviser or the Trust. Approval shall not be unreasonably withheld by the Investment Adviser and notice of approval or disapproval will be provided promptly and in any event within 30 ten (10) business days of receipt of such material by the Investment Adviser; if the Investment Adviser has not objected to such use within such period, it will be deemed to have approved such use. Upon termination of this Agreement, the Sub-Adviser shall cease to use such registered marks, logos or other proprietary designations of the Investment Adviser and cause the Portfolio to cease all Trust and the license contained herein shall terminate. Notwithstanding the foregoing, the approval of a party shall not be required for the use of its name by any other party which (a) merely refers in accurate or factual terms to the name and xxxx "PIMCOof such party in connection with its role with respect to the Trust or the Fund, or (b) is required by any regulatory, governmental or judicial authority."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return ClearBridge Aggressive Growth Portfolio. The Manager shall not use the name "PIMCO" “ClearBridge Investments, LLC” and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 ’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 "PIMCO" “ClearBridge Investments, 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 xxxx "PIMCO“ClearBridge Investments, LLC”."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return RCM Global Technology Portfolio. The Manager shall not otherwise use the name "PIMCORCM" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose disclxxx 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 "PIMCORCM" 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 xxxx mark "PIMCORCM."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return MFS Research International Portfolio. The Manager shall not use the name names "PIMCOMassachusetts Financial Services Company," and any of the other names of the Adviser "MFS Investment Management" or its affiliated companies and "MFS" or any derivative or logo or trade or service xxxx 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 "PIMCOMFS" 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 as soon as practicable but within 30 days thereafter cease and cause the Portfolio to cease all use of the name and xxxx "PIMCOMFS."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Allspring Mid Cap Value Portfolio. The Manager Adviser shall not use the name "PIMCO" “Allspring Global Investments, LLC” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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 “Allspring Global Investments, LLC”or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Allspring Global Investments, LLC “and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Portfolio. The Manager Neither party shall not use the name, trademark or trade name "PIMCO" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser party or any of its affiliates or refer to the existence of this Agreement in any prospectusadvertising, sales literature promotional or other material relating 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. Hotchkis and Wiley Capital Management, LLC JANUARY 17, 2024 Notwithstanding the foregoing, you agree that for so long as the Fund remains in existence and you serve as a subadviser to the Trust in any manner not approved prior thereto by the Adviser; providedFund, however, that the Adviser shall approve all uses 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 mark, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for Harbor Funds II (collectively, “Materials”), subject to the terms 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 withheldthis paragraph 13. The Adviser shall not will be permitted to use the name Licensed IP in any Materials solely for the purpose of identifying you as a non-discretionary subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of Harbor Funds II, without your prior approval. With respect to all other Materials, the Adviser’s use of the TrustLicensed IP will be subject 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 Manager Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of Harbor Funds II, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser 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 way. The Adviser acknowledges that it will acquire no right, title or interest to the Licensed IP or any of their affiliates in any material relating to the goodwill associated therewith. The Adviser in any manner not approved prior thereto by further agrees that it will be responsible for ensuring that all Materials containing 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 Licensed IP which are required by used to market the SEC or a state securities commission; andFund to current and prospective investors will comply with applicable laws, provided, further, that in no event shall such approval rules and regulations. You will be unreasonably withheld. The Manager recognizes that from time permitted to time directors, officers use the Adviser’s and employees the Fund(s)’s names on your list 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 Adviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities. Upon termination of this Agreement clients used for any reason, the Manager shall within 30 days cease and cause the Portfolio to cease all use of the name and xxxx "PIMCOmarketing materials."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Lord Xxxxxx Mid-Cap Value Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return BlackRock High Yield Bond Portfolio. The Manager shall not use the name "PIMCOBlackRock" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx mark thereof, or disclose information ixxxxmation 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 "PIMCOBlackRock" 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 xxxx mark "PIMCOBlackRock."

Use of Names. The Adviser Subadviser hereby consents to the Portfolio being named the PIMCO Total Return Met/Aberdeen Emerging Markets Equity Portfolio. The Manager Adviser shall not use the name "PIMCO" “Aberdeen” and any of the other names of the Adviser Subadviser or its affiliated companies and any derivative or logo or trade or service xxxx thereof, or disclose information related to the business of the Adviser Subadviser or any of its affiliates in any prospectus, statement of additional information, sales literature literature, proxy statement, report to shareholders, or other material relating to the Trust in any manner not approved prior thereto by the AdviserSubadviser; provided, however, that the Adviser 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 Adviser Subadviser shall not use the name of the Trust, the Manager Adviser or any of their affiliates in any material relating to the Adviser Subadviser in any manner not approved prior thereto by the ManagerAdviser; provided, however, that the Manager Adviser shall approve all uses of its or the Trust's ’s name which merely refer in accurate terms to the appointment of the Adviser 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 Manager Adviser recognizes that from time to time directors, officers and employees of the Adviser 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" “Aberdeen” or any derivative or abbreviation thereof as part of their name, and that the Adviser 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 Manager Adviser shall within 30 days (i) cease and cause the Portfolio and the Trust to cease all use of the name and xxxx "PIMCO“Aberdeen,” and (ii) take all necessary action to cause the Trust’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Portfolio."

Use of Names. The Adviser hereby consents to the Portfolio being named the PIMCO Total Return Dreman Small-Cap Value Portfolio. The Manager shall not use the name "PIMCODreman" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCODreman" 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 xxxx "PIMCODreman."

Use of Names. The Adviser hereby consents to the Portfolio being named ------------ the PIMCO Total Return Lord Xxxxxx Mid-Cap Value Portfolio. The Manager shall not use the name "PIMCOLord Xxxxxx" and any of the other names of the Adviser or its affiliated companies and any derivative or logo or trade or service xxxx 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 "PIMCOLord Xxxxxx" 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 xxxx "PIMCOLord Xxxxxx."