LICENSE AGREEMENT
Exhibit (h)(3)
This license agreement (the “Agreement”) is made this day of , 2006, by and between Xxxx Xxxxx Properties, Inc., a North Carolina corporation (“Licensor”), and the Trusts/Corporations listed on Exhibit A hereto (each, a “Licensee”).
WHEREAS, Licensee is registered as an open-ended management investment company under the Investment Company Act of 1940, as amended; and
WHEREAS, Xxxx Xxxxx, Inc., the parent company of Licensor, is also the parent company of the investment manager of Licensee and provides investment advisory, management, and administrative services to various other open-ended investment companies, including Licensee; and
WHEREAS, Licensor is the sole owner of all rights to use the name “Xxxx Xxxxx” and trademark and service xxxx XXXX XXXXX (collectively the “Xxxx”); and
WHEREAS, Licensee contemplates changing its name to a name that includes the Xxxx.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree as follows:
1. LICENSE GRANT: Licensor hereby grants to Licensee a non-exclusive, royalty-free license, to run perpetually unless terminated pursuant to the terms hereof, for worldwide use of the Xxxx as part of the name of an open-ended investment fund and in the promotion of such fund. All rights not granted herein are expressly reserved to Licensor.
2. OWNERSHIP OF MARKS: All use of the Xxxx by Licensee shall inure to the benefit of Licensor. Licensee shall cooperate in Licensor’s efforts to perfect or enforce its rights in the Xxxx and shall neither assert nor assist a third party in asserting any independent rights in the Xxxx anywhere in the world for any goods or services.
3. QUALITY CONTROL: All services provided by Licensee under the Xxxx shall be provided at a high-quality standard acceptable to Licensor. Licensee agrees upon Licensor’s request to furnish Licensor an example of each use of the Xxxx and Licensor shall have the right to disapprove such use and require Licensee to cease or revise such use.
4. ASSIGNMENT/SUBLICENSE: Licensee shall have the right to assign or sublicense its rights granted hereunder only with the written consent of Licensor.
5. TERMINATION: Licensor shall have the right to terminate this Agreement without prejudice to any other rights and remedies it may have upon Licensee’s breach of the terms or undertakings of this License Agreement, upon a change in ownership of or controlling interest in Licensee, or if an affiliate of Xxxx Xxxxx, Inc. no longer acts as the investment manager of Licensee, whether as a result of termination by Licensee or by Xxxx Xxxxx, Inc. or for any other reason. Upon termination: (i) all rights, licenses and privileges granted to Licensee hereunder shall automatically revert to Licensor; (ii) Licensee shall cease making any use of the Xxxx in any corporate or business name, trademark or service xxxx, domain name or otherwise; and (iii) Licensee shall execute any and all documents requested by Licensor to evidence such reversion.
6. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the United States of America and the State of New York, and the exclusive jurisdiction for any disputes shall be the federal and state courts in New York.
7. MISCELLANEOUS: This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the date first above written:
| ATTEST: | XXXX XXXXX PROPERTIES, INC. | |||||||
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| ATTEST: | CORPORATIONS LISTED ON | |||||||
| EXHIBIT A HERETO | ||||||||
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EXHIBIT A
Xxxx Xxxxx Partners Aggressive Growth Fund, Inc.
Xxxx Xxxxx Partners Lifestyle Series, Inc.
Xxxx Xxxxx Partners Lifestyle Balanced Fund
Xxxx Xxxxx Partners Lifestyle Conservative Fund
Xxxx Xxxxx Partners Lifestyle Growth Fund
Xxxx Xxxxx Partners Lifestyle High Growth Fund
Xxxx Xxxxx Partners Lifestyle Income Fund
Xxxx Xxxxx Partners Appreciation Fund, Inc.
Xxxx Xxxxx Partners Arizona Municipals Fund, Inc.
Xxxx Xxxxx Partners California Municipals Fund, Inc.
Xxxx Xxxxx Partners Core Plus Bond Fund, Inc.
Xxxx Xxxxx Partners Equity Funds
Xxxx Xxxxx Partners Social Awareness Fund
Xxxx Xxxxx Partners Fundamental Value Fund, Inc.
Xxxx Xxxxx Partners Funds, Inc.
Xxxx Xxxxx Partners Large Cap Value Fund
Xxxx Xxxxx Partners Short-Term Investment Grade Bond Fund
Xxxx Xxxxx Partners U.S. Government Securities Fund
Xxxx Xxxxx Partners Investment Funds, Inc.
Xxxx Xxxxx Partners Government Securities Fund
Xxxx Xxxxx Partners Xxxxxxxxxx Global Value Fund
Xxxx Xxxxx Partners Investment Grade Bond Fund
Xxxx Xxxxx Partners Multiple Discipline Funds All Cap and International
Xxxx Xxxxx Partners Multiple Discipline Funds All Cap Growth and Value
Xxxx Xxxxx Partners Multiple Discipline Funds Balanced All Cap Growth and Value
Xxxx Xxxxx Partners Multiple Discipline Funds Global All Cap Growth and Value
Xxxx Xxxxx Partners Multiple Discipline Funds Large Cap Growth and Value
Xxxx Xxxxx Partners Real Return Strategy Fund
Xxxx Xxxxx Partners Small Cap Growth Fund
Xxxx Xxxxx Partners Small Cap Value Fund
Xxxx Xxxxx Partners Managed Municipals Fund, Inc.
Xxxx Xxxxx Partners New Jersey Municipal Funds, Inc.
Xxxx Xxxxx Partners Sector Series, Inc.
Xxxx Xxxxx Partners Financial Services Fund
Xxxx Xxxxx Partners Health Sciences Fund
Xxxx Xxxxx Partners Technology Fund
Xxxx Xxxxx Partners Small Cap Core Fund, Inc.
Xxxx Xxxxx Partners World Fund, Inc.
Xxxx Xxxxx Partners Inflation Management Fund
Xxxx Xxxxx Partners International All Cap Growth Fund
Xxxx Xxxxx Partners Lifestyle Series, Inc.
Xxxx Xxxxx Partners Variable Lifestyle Balanced Portfolio
Xxxx Xxxxx Partners Variable Lifestyle Growth Portfolio
Xxxx Xxxxx Partners Variable Lifestyle High Growth Portfolio
Xxxx Xxxxx Partners Variable Portfolios I, Inc.
Xxxx Xxxxx Partners Variable All Cap Portfolio
Xxxx Xxxxx Partners Variable High Yield Bond Portfolio
Xxxx Xxxxx Partners Variable Investors Portfolio
Xxxx Xxxxx Partners Variable Large Cap Growth Portfolio
Xxxx Xxxxx Partners Variable Small Cap Growth Portfolio
Xxxx Xxxxx Partners Variable Strategic Bond Portfolio
Xxxx Xxxxx Partners Variable Total Return Portfolio
Xxxx Xxxxx Partners Variable Portfolios III, Inc.
Xxxx Xxxxx Partners Variable Adjustable Rate Income Portfolio
Xxxx Xxxxx Partners Variable Aggressive Growth Portfolio
Xxxx Xxxxx Partners Variable High Income Portfolio
Xxxx Xxxxx Partners Variable International All Cap Growth Portfolio
Xxxx Xxxxx Partners Variable Large Cap Growth Portfolio
Xxxx Xxxxx Partners Variable Large Cap Value Portfolio
Xxxx Xxxxx Partners Variable Mid Cap Core Portfolio
Xxxx Xxxxx Partners Variable Money Market Portfolio
Xxxx Xxxxx Partners Variable Social Awareness Stock Portfolio
