LICENSE AGREEMENT
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THIS LICENSE AGREEMENT made as of this 23rd day of May, 1995,
by and between XXX XXXXX CAPITAL MANAGEMENT, INC., a North Carolina corporation
("Licensor"), and THE TUSCARORA INVESTMENT TRUST (the "Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts, acting with
respect to XXX XXXXX FUND, a series of the Trust which is operated and
administered by the Trust (the "Licensee" or "Fund").
WHEREAS, Licensor has a proprietary interest in the names "Xxx
Xxxxx" and "Xxx Xxxxx Fund" and in the logo used on the Licensee's prospectus
(the "Logo"), which interests are recognized by Licensee; and
WHEREAS, Licensor wishes to permit use of the name "Xxx Xxxxx
Fund" and the Logo by Licensee, subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, it is hereby understood and agreed as follows:
1. Licensee acknowledges that it adopted its corporate name
and logo through the permission of Licensor which consents to the non-exclusive
use by the Licensee of the name "Xxx Xxxxx Fund" and the Logo only as long as
Licensor serves as the Licensee's investment advisor.
2. Licensee recognizes that its right to use the name "Xxx
Xxxxx Fund" and the Logo is non-exclusive and that Licensor may from time to
time permit other entities, including entities engaged in the same or similar
business as the Licensee, to use the name "Xxx Xxxxx Fund" or the Logo.
3. Licensee covenants and agrees to protect, exonerate,
defend, indemnify and hold harmless Licensor, its partners, agents, officers and
employees from and against any and all costs, losses, claims, damages or
liabilities, joint or several, including all legal expenses, which may arise or
have arisen out of Licensee's use or misuse of the name "Xxx Xxxxx Fund" or the
Logo or out of any breach of or failure to comply with this agreement.
4. Licensee shall not distribute or circulate any
prospectus, proxy statement, sales literature, promotional material and other
printed matter required to be filed with the Securities and Exchange Commission
under Section 24(b) of the Investment Company Act of 1940, as amended, which
contains any references to or uses the name "Xxx Xxxxx Fund" or the Logo without
the prior approval of Licensor and shall submit all such materials in draft
form, allowing sufficient time for review by Licensor and its counsel prior to
any deadline for printing.
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5. If Licensor or any successor to its business shall
cease to serve as Licensee's investment advisor, Licensee:
(a) As promptly as practicable, will take all
necessary director or shareholder action to
cause its Agreement and Declaration of Trust
to be amended to accomplish a change of the
Fund's name and change of logo; and
(b) Within 90 days after the termination of this
agreement or such similar contractual
arrangement, shall cease to use in any other
manner, including but not limited to use in
any prospectus, sales literature or
promotional material, the name "Xxx Xxxxx
Fund" or any name, xxxx or logotype derived
from it or similar to it or indicating that
the Fund is advised by or otherwise
associated with Licensor.
6. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns, including any successors to the
business now or thereafter conducted by them.
IN WITNESS WHEREOF, each of the Licensor and the Licensee has
caused this Agreement to be executed by its President and attested by its
Secretary as of the day and year first herein written.
ATTEST: XXX XXXXX CAPITAL MANAGEMENT, INC.
/s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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ATTEST: THE TUSCARORA INVESTMENT TRUST
/s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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