LICENSE AGREEMENT
This Agreement, made at Hartford, Connecticut, this 4th day of April, 1989
by and between Aetna Life and Casualty Company, a Connecticut corporation with a
principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
(hereinafter called "Licensor") and Aetna Investment Advisers Fund, Inc., a
Maryland corporation with a principal place of business at 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx (hereinafter called "Licensee").
WITNESSETH:
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WHEREAS, Licensor either directly or by its affiliated companies has
adopted and is using and is the owner of the service xxxx and registration
thereof listed on Schedule A attached hereto and made a party hereof
(hereinafter referred to collectively as the "Licensed Service Xxxx"), which
service xxxx has become valuable and important in identifying the high quality
of services rendered under the said xxxx by the Licensor, and
WHEREAS, Licensee is a related company of Licensor by virtue of the
management of the assets of Licensee by Aetna Life Insurance and Annuity
Company, a wholly-owned subsidiary of Licensor; and
WHEREAS, the parties deem it in the interest of each, and it is the
intention and desire of the parties, that Licensee be permitted to use the
Licensed Service Xxxx as identifying the services of Licensee specified
hereinafter and that it be permitted to use the name of "Aetna" as a part of its
name; and
WHEREAS, both parties recognize the desire to maintain and preserve the
validity and integrity of the Licensed Service Xxxx forming the subject matter
of this Agreement,
NOW, THEREFORE, for good and valuable consideration, the receipt whereof
is hereby acknowledged, and in consideration and of their mutual promises and
undertakings, the parties hereto agree as follows:
1. Licensor grants to Licensee and Licensee accepts a nonexclusive license
to use the Licensed Service Xxxx throughout the United States and Canada in
connection with and for identifying the investment services provided by
Licensee.
2. The license granted in paragraph 1 hereof includes the grant of
permission to Licensee to use the name "Aetna" as a part of its name.
3. No right is granted to Licensee to use any other service xxxx of
Licensor not now or hereafter listed in Schedule A hereof.
4. Licensor shall have the right to control the nature and quality of the
services performed by Licensee under the Licensed Service Xxxx and Licensee
agrees to maintain the same high quality of services as are maintained by
Licensor and that it will conform to the performance standards established by
Licensor. Licensee shall submit to Licensor such evidence as Licensor may
reasonably require to insure Licensee's compliance with its obligations set
forth herein.
5. It is expressly stipulated that the use of the Licensed Service Xxxx by
Licensee shall inure to the benefit of Licensor and any registration of said
name covering the services performed by Licensee under this license shall be
registered in the name of Licensor, it being understood that the present license
will not in any way affect the ownership by Licensor of the Licensed Service
Xxxx which shall continue to be the exclusive property of Licensor. Licensee
shall not at any time do or cause to be done any act contesting or in any way
impairing or tending to impair Licensor's entire right, title and interest in
the Licensed service Xxxx and the registration thereof.
6. Licensor shall have the right to control the form and manner in which
the Licensed Service Xxxx is used by Licensee upon or in connection with
advertisements, brochures or other printed material used in the sale or
advertising of Licensee's shares and Licensee agrees, upon request of Licensor,
to furnish Licensor with specimens of all such advertisements, brochures or
other printed material used by Licensee and that it will discontinue the use of
any such advertisements, brochures or other printed material which is not or
ceases to be approved by Licensor.
7. The consideration for the grant of this license shall be fixed at the
rate of One Dollar per year, Licensee to make payments annually.
8. Licensee shall not be deemed by virtue of this Agreement to be the
agent or legal representative of Licensor and shall not by virtue of this
Agreement have the right or authority to pledge the credit of or incur, any
obligation, expressed or implied, on behalf of Licensor.
9. The right to institute and prosecute suits for infringement of the
Licensed Service Xxxx is reserved exclusively to Licensor, and Licensor shall
have the right to join Licensee in any such suit as a formal party. Licensee
agrees to assist Licensor to the best of its ability and at Licensor's expense
in any such suit brought by Licensor. It is understood, however, that Licensor
is not obligated to institute and prosecute any such suits in any case in which
it, in its sole judgment, may consider it inadvisable to do so.
10. Unless sooner terminated as hereinafter provided, this Agreement shall
continue in full force and effect for a period of one (1) year from its
effective date and shall be automatically renewed thereafter from year to year.
Licensor shall have the unrestricted right to cancel this Agreement at any time
upon written notice to Licensee.
11. This Agreement shall automatically terminate in the event that:
a) Licensee does not comply with any provisions of this Agreement
and the breach is not remedied within twenty (20) days of
written request thereof from Licensor.
b) Aetna Life Insurance and Annuity Company or another affiliate
of Licensor ceases to manage, directly or indirectly, the
assets of Licensee.
c) Licensee is dissolved, or a petition of bankruptcy is filed
against it, or if Licensee is placed in the hands of a
receiver or otherwise enter into any scheme or composition
with creditors, or makes an unauthorized assignment for the
benefit of creditors.
12. Neither this Agreement nor any rights hereunder may be assigned or
otherwise transferred by Licensee nor shall they inure to the benefit of any
trustee in bankruptcy, receiver or successor of Licensee, whether by operation
of law or otherwise without the written consent of Licensor, and any assignment
or transfer without such consent shall be null and void.
13. Upon termination of this Agreement, Licensee shall immediately
discontinue all use of the Licensed Service Xxxx and shall not thereafter use
any Xxxx which is similar or likely to cause confusion therewith.
14. This Agreement supersedes all other agreements between Licensor and
Licensee with respect to the use of the Licensed ServiceMark.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.
AETNA LIFE AND CASUALTY COMPANY
By /s/ Xxxxxxx X. Xxxxxxxxx
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Title Corporate Secretary
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ATTEST:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Assistant Corporate Secretary
AETNA INVESTMENT ADVISERS FUND, INC.
By /s/ Xxxx McGongile
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Title President
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ATTEST:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
SCHEDULE A
The following service xxxx and registrations are hereby licensed by
Licensor to Licensee in accordance with the terms of the Agreement dated April
4, 1989 by and between Aetna Life and Casualty Company (Licensor) and Aetna
Investment Advisers Fund, Inc. (Licensee).
1. Service Xxxx:
Aetna logo - block design, without legend.
2. Registration:
Reg. No. 822,577, Class 102, issued January 17, 1967 in the United States
Patent Office.
APPLICATION FOR LICENSE TO USE AETNA NAME
1. Name of entity to be Licensed (Licensee)
Aetna Investment Advisers Fund, Inc.
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2. Name of person submitting application: Xxxxxx X. Xxxxxxx
Phone Number (000) 000-0000 -----------------
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3. Address of Licensee's principal place of business:
0000 Xxxxxxx Xxxxxx
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Pittsburgh, Pennsylvania 15222-3779
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4. State of Incorporation of filing: Maryland
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5. Type of entity - e.g., Corporation, Partnership: Corporation
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6. Any other name under which Licensee operates: None
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7. Nature of Licensee's business: Diversified open-end management investment
company (mutual fund) ------------------------------------------
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8. Does Licensee want to use the orange block logo? Yes
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19. Does Licensee want to use the logo with the words "Aetna Life & Casualty"
beneath it? If so, please briefly why.
No
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10. Trace ownership of Licensee back to Aetna Life and Casualty Company - Show
exact percentages of holdings of each Aetna affiliate in the ownership
chain.
Aetna Investment Advisers Fund, Inc. is a diversified open-end management
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investment company whose shares are sold only to Aetna Life Insurance and
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Annuity Company ("Company"), a wholly-owned subsidiary of Aetna Life and
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Casualty Company, for allocation to its separate accounts established for
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the purpose of funding variable annuity contracts issued by the Company.
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At the date of this application, the Company owns 100% of the Fund's
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shares outstanding, having provided $125,000 of initial capital to the
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Fund.
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11. If Licensee will be doing any business out of the United States, what has
the Tax Section of the Law Department recommended as an annual fee?
Not Applicable
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