LICENSE AGREEMENT
This License Agreement (this "Agreement") is entered into as of the __ day
of ___________, 2000, by and between Xxxxxxxxxxx.xxx, Inc., a Delaware
corporation ("Xxxxxxxxxxx.xxx") and Trust for Investment Managers, a Delaware
business trust (the "Trust").
WHEREAS, Xxxxxxxxxxx.xxx is the parent of Xxxxxxxxxxx.xxx Investment
Advisers, Inc., a Delaware corporation conducting business as a registered
investment adviser and providing investment advisory services to certain series
of the Trust (the "Adviser"); and
WHEREAS, the Trust has requested from Xxxxxxxxxxx.xxx a license to the use
of the phrase "Xxxxxxxxxxx.xxx" (the "Service Xxxx") in the name of several
series of the Trust to be managed by the Adviser (the "Series"), and
Xxxxxxxxxxx.xxx is willing to grant such license, subject to the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Xxxxxxxxxxx.xxx and the Trust hereby agree as follows:
1. The Trust hereby acknowledges and agrees that the name and Service Xxxx
"Xxxxxxxxxxx.xxx" are valuable proprietary rights of Xxxxxxxxxxx.xxx and that
the Trust has no rights to use such name and Service Xxxx except as are
expressly provided to the Trust by Xxxxxxxxxxx.xxx pursuant to this Agreement.
The Trust shall at all times use the Service Xxxx in a manner which is designed
to enhance the reputation and goodwill associated with the Service Xxxx, and
shall comply with all laws, rules, regulations, ordinances and orders of all
local, state and national authorities. The Trust shall not in any manner
represent that it has any rights of ownership or use with respect to the name
"Xxxxxxxxxxx.xxx" or the Service Xxxx except as set forth herein, and
acknowledges and agrees that all uses of such name and Service Xxxx by it shall
inure to the benefit of Xxxxxxxxxxx.xxx. The Trust agrees that it shall do
nothing inconsistent with Xxxxxxxxxxx.xxx's ownership in the Service Xxxx, and
shall not apply for registration or seek to obtain ownership of the Service
Xxxx, or any similar xxxx, in any state or nation. The provisions of this
Section 1 shall survive the termination of this Agreement, irrespective of the
reason therefor.
2. Xxxxxxxxxxx.xxx hereby grants to the Trust a non-exclusive and
non-transferrable license to use the name "Xxxxxxxxxxx.xxx" and the Service Xxxx
in the names of any Series of the Trust, only so long as such name and Service
Xxxx are used in conjunction with descriptive phrases such as "Fund" or phrases
describing the investment objectives or purposes of the Series. Xxxxxxxxxxx.xxx
hereby consents to the qualification of the Series to do business under the laws
of any state of the United States with the name "Xxxxxxxxxxx.xxx" in its name
and agrees to execute such formal consents as may be necessary in connection
with such qualifications.
3. Xxxxxxxxxxx.xxx reserves and retains the right to grant to any other
person or entity, including without limitation any other investment company, the
right to use the name "Xxxxxxxxxxx.xxx" and the Service Xxxx, or any derivatives
or variations thereof, and no consent or permission of the Trust shall be
necessary for such use; provided, however, that if required by the applicable
law of any state, the Trust shall forthwith grant all requisite consents. The
Trust shall take such actions as Xxxxxxxxxxx.xxx may reasonably require to
protect the rights of Xxxxxxxxxxx.xxx to such name and Service Xxxx.
4. The Trust shall have no right to grant to any other person or entity a
sublicense to use a name containing the name "Xxxxxxxxxxx.xxx" or the Service
Xxxx. The Trust shall have no right to assign its interest in this Agreement, or
any part thereof, to any other person or entity without the prior written
consent of Xxxxxxxxxxx.xxx.
5. The license provided to the Trust hereunder shall immediately and
automatically terminate and be of no further force or effect at such time as
Xxxxxxxxxxx.xxx no longer provides investment advisory services to any Series of
the Trust. In addition, Xxxxxxxxxxx.xxx may terminate this Agreement immediately
upon notice to the Trust in the event of any breach of this Agreement by the
Trust. Upon termination of this Agreement, the Trust shall as promptly as
practicable take such actions as may be necessary to change the name of each
Series to a name that does not include the name "Xxxxxxxxxxx.xxx" or any
derivatives or variation thereof, and shall forever cease all use of the name
"Xxxxxxxxxxx.xxx" and the Service Xxxx, and any derivatives or variations
thereof or any similar xxxx.
6. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and may not be amended at any time except
by a writing signed by the parties hereto.
7. All of the terms of this Agreement shall be binding upon and, except as
set forth herein, shall inure to the benefit of, the successors and assigns of
the parties.
8. If any term or provision of this Agreement is held to be void or
unenforceable by any court of competent jurisdiction, only that objectionable
term or provision shall be deleted herefrom while the remainder of the term,
provision and agreement shall be enforceable.
9. No party's failure to enforce any provision or provisions of this
Agreement shall be deemed or in any way construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every provision of this Agreement. The rights granted the parties herein are
cumulative and shall not constitute a waiver of any party's right to assert all
other legal remedies available to it under the circumstances.
10. This Agreement shall be construed and interpreted in accordance with
the internal, substantive laws of the State of California.
11. The Trust acknowledges that money damages alone are not an adequate
remedy for any breach by the Trust of any provision of this Agreement.
Therefore, in the event of a breach or threatened breach of any provision of
this Agreement by the Trust, the Trust agrees and consents that Xxxxxxxxxxx.xxx,
in addition to all other remedies, shall have the right to immediately seek,
obtain and enforce injunctive relief prohibiting the breach or compelling
specific performance, without the need to post any bond. Unless expressly set
forth herein to the contrary, all remedies set forth herein are cumulative and
are in addition to any and all remedies provided either party at law or in
equity.
12. In accordance with the Agreement and Declaration of Trust of the Trust,
the Adviser acknowledges and agrees that this Agreement was signed on behalf of
the Trust by the undersigned as officers of the Trust and not individually, and
that the obligations of the Trust under this Agreement are not binding upon any
officers, trustees or shareholders of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXXXXXXXX.XXX, INC.
By:
--------------------------------------
President
TRUST FOR INVESTMENT MANAGERS
By:
--------------------------------------
President
