LICENSE AGREEMENT
AGREEMENT made as of the 14th day of June, 1996 by and between RCM Capital
Management, L.L.C. ("RCM"), and RCM Equity Funds, Inc., a Maryland corporation
(the "Company").
RECITALS:
X. Xxxxxxxxx Capital Management, a predecessor of RCM, was established in
1970 and has used the phrase "Xxxxxxxxx" in its name and its business since that
time.
B. RCM Capital Management, L.L.C. was established in 1996 under the laws
of the State of Delaware, as the successor to the business and operations of
Xxxxxxxxx Capital Management and its successors, and has used the name RCM
Capital Management at all times thereafter.
C. The Company, which is registered with the Securities and Exchange
Commission as an open-end management investment company, desires to use "RCM" in
its name and business operations (including in the name of each of its series).
D. On the terms set forth herein, RCM is willing to grant the Company a
license to use "RCM" in its name and operations as an investment company
(including in the name of each of its series).
E. RCM Equity Funds, Inc., a registered investment company, has entered
into a license agreement with RCM pursuant to which RCM has granted it a non-
exclusive license (including in the name of each of its series) to use "RCM" in
its name and business. In addition, RCM Strategic Global Government Fund, Inc.
and RCM Capital Funds, Inc., registered investment companies, have each entered
into a license agreement with RCM pursuant to which RCM has granted each of
them a non-exclusive license to use "RCM" in its name and business.
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, RCM and the Company do hereby agree as follows:
AGREEMENT:
1. RCM hereby grants the Company a revocable, non-exclusive and non-
transferable license to use the phrase "RCM" in its corporate name and in its
operations as an investment company (including in the name of each of its
series), subject to the terms and conditions set forth herein (the "License").
The Company shall at all times use such phrase in a manner which is designed to
enhance the reputation and goodwill associated with the phrase, and shall
comply with all laws, rules, regulations, ordinances and orders
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of all local, state and national authorities. The Company agrees that it shall
do nothing inconsistent with RCM's ownership of such phrase, and shall not apply
for registration or seek to obtain ownership of the phrase, or any similar xxxx,
in any state or nation. The provisions of the forgoing sentence of this Section
1 shall survive the termination of this Agreement, irrespective of the reason
therefor.
2. The Company acknowledges that the phrase "RCM" has incalculable value
to RCM and that RCM may, therefore, revoke its License at any time upon 60 days'
notice to the Company. As soon as practicable after any revocation, the Company
shall (i) change its corporate name so that such name will not thereafter
include the phrase "RCM," "Xxxxxxxxx Capital Management" or any variation or
derivative of such names, (ii) discontinue all use by it of the phrase "RCM" or
any variation or derivative thereof as part of its trade name or otherwise, and
(iii) cease using, and shall cause its agents to cease using, all letterhead
advertising materials and other materials (printed or otherwise) that include
the phrase "RCM" or any variation or derivative thereof. Without limiting the
foregoing, if the Investment Management Agreement between the Company and RCM
should be terminated for any reason, RCM may, without notice, revoke the
License.
3. The Company acknowledges that RCM has previously granted a license to
use the phrase "RCM" to RCM Equity Funds, Inc. in its name and its operations
and that RCM Equity Funds, Inc. may establish additional series in the future
using the RCM name. The Company further acknowledges that RCM has previously
granted a license to use the phrase "RCM" to RCM Strategic Global Government
Fund, Inc. and RCM Capital Funds, Inc. in their names and operations.
4. RCM reserves and shall have the right to grant to any other company,
including without limitation, any other investment company, the right to use
"RCM" or Xxxxxxxxx Capital Management or any variations or derivatives of such
names in its name and no consent or permission of the Company shall be necessary
in connection with such grant; but, if required by any applicable laws of any
state or other jurisdiction, the Company will forthwith grant any consent, give
any permission and execute any certificate or instrument as may be requested by
RCM.
5. The Company shall not, without the express written permission of RCM,
grant consent or give permission to any other company or entity the right, to
use "RCM," "Xxxxxxxxx Capital Management" or any name similar to that of the
Company.
6. In the event that the Company should hereafter change its name and
eliminate the phrase RCM or any variation thereof from its name, the Company
hereby grants to RCM the right to cause the incorporation of other corporations
or the organization of other voluntary associations that may operate as
investment companies and that may have names similar to that to which the
Company may change its name and to own all or any portion of the shares of such
other corporations or associations and to enter into contractual relationships
with such other corporations or associations.
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7. This Agreement may be amended at any time by written agreement
executed by each of the parties.
8. This Agreement shall be governed by and shall be construed in
accordance with the internal, substantive laws of the State of California.
9. 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.
10. 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.
11. The Company acknowledges that money damages alone are not adequate
remedy for any breach by the Company of any provision of this Agreement.
Therefore, in the event of a breach or threatened breach of any provision of
this Agreement by the Company, the Company agrees and consents that RCM, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
RCM EQUITY FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
President
RCM CAPITAL MANAGEMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx
Chief Operating Officer
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