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EXHIBIT 23(m)4
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LICENSING AGREEMENT
Between
CADRE INSTITUTIONAL INVESTORS TRUST
and
[NAME OF FUND]
[ Date ]
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LICENSING AGREEMENT
This Licensing Agreement, executed as of [ Date ], is made by and
between Cadre Institutional Investors Trust (the "Trust") and ________________
(the "Organization"):
RECITALS
The Trust is registered with the Securities and Exchange Commission as
an open-end, diversified investment company under the Investment Company Act of
1940, as amended (the "1940 Act") and the shares ("Shares") of the Trust's
_______________________________ (the "Fund") are registered under the Securities
Act of 1933, as amended;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
LICENSE AND ROYALTY
1.1 License. The Organization hereby licenses its name and logos to
the Trust for use in materials regarding the Fund. The Organization's activities
under this Agreement shall be limited to licensing its name and logos and to
approving the quality and style of materials on which its name and logos appear,
and the Organization shall not provide any services to the Trust or the Fund.
1.2 Limitations on Actions of the Organization. The Organization
understands that it shall not have any discretion to accept or reject the
application of any person to become a shareholder in the Fund. It will forward
all requests for information regarding the Fund received by it directly to the
Trust's Administrator for appropriate action. The Organization further
understands and agrees that it shall not:
(a) Accept application or registration forms from persons seeking
to become shareholders by buying Shares of the Fund;
(b) Accept any cash, checks, wire transfers, or other forms of
payment from any person that may be remitted for the purchase of Shares in the
Fund;
(c) Deliver any Prospectus, Statement of Additional Information,
account statements or other informational or advertising document prepared in
connection with the offering of Shares by the Fund to any person or potential
participant in the Fund;
(d) Engage in the offer or sale of Shares of the Fund;
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(e) Discuss the Fund or its activities, other than to refer
parties making unsolicited inquiries to representatives of the Trust's
distributor; or
(f) Permit its employees and agents to engage in, and shall take
reasonable action to prevent such employees and agents from engaging in, the
activities described in this Section 1.2.
1.3. Royalty. The Trust agrees to pay to the Organization a royalty,
which shall be calculated daily, and payable monthly in an amount equal to
______% of the average daily net asset value of Shares owned of record or
beneficially by members of the Organization. For purposes of determining the
royalty payable hereunder, the average daily net asset value of the Shares shall
be computed in the manner specified in the Trust's Registration Statement (as
the same is in effect from time to time) in connection with the computation of
the net asset value of the Shares involved for purposes of purchases and
redemptions. The royalty stated above may be prospectively increased or
decreased by the Trust, in its sole discretion, at any time upon notice to the
Organization. Further, the Trust may, in its discretion and without notice,
suspend or withdraw the sale of Shares, including without limitation the sale of
Shares for the account of any member of the Organization.
ARTICLE 2
LIMITATION OF LIABILITY
The Organization shall not be liable for any error in judgement or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or negligence, on its part in the performance of its
duties under this Agreement; provided, the foregoing shall not limit the
Organization's liability with respect to any breaches by it of this Agreement.
The Organization shall not be liable for the payment of any of the
administrative costs of the Fund.
ARTICLE 3
DURATION AND TERMINATION
3.1 Duration of Agreement. This Agreement shall become effective
immediately. Unless sooner terminated, this Agreement shall remain in effect
until June 30, 199__ [the term must end on June 30 and cannot be more than one
year] and shall continue from year to year thereafter, but only so long as such
continuance is approved at least annually by the vote of a majority of the Board
of Trustees of the Trust, and of the trustees who are not "interested persons"
of the Trust (as that term is used in the 1940 Act) ("Disinterested Trustee")
and have no direct or indirect financial interest in the operation of the
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plan (the "Plan") adopted by the Fund under Rule 12b-1 of the 1940 Act or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on the Plan or such agreements. This Agreement is terminable,
without penalty, at any time by the Trust (which termination may be by vote of a
majority of the Trust's Disinterested Trustees or by vote of the holders of a
majority of the outstanding Shares of the Fund) or by the Organization upon
notice to the other party hereto. This Agreement will terminate in the event of
its assignment (as defined in the 1940 Act).
If the Organization ceases to act under this Agreement, the Trust
agrees that, at the Organization's request, it will take all necessary steps to
discontinue use of any logo of the Organization or other indication of the
Organization's support of the Fund.
ARTICLE 4
MISCELLANEOUS
4.1 Representations. Neither the Organization nor any of the
Organization's officers, employees or agents are authorized to make any
representations concerning the Trust or the Shares, other than to refer parties
making unsolicited inquiries to representatives of the Trust's distributor.
4.2 Authority. For all purposes of this Agreement the Organization
will have no authority to act as agent for the Trust in any matter or in any
respect.
4.3 Reports. The Organization shall furnish the Trust, its Distributor
or their designees with such information as it or they may reasonably request,
and will otherwise cooperate with the Trust, its Distributor and their designees
(including, without limitation, any auditors designated by the Trust), in
connection with the preparation of reports to the Trust's Board of Trustees
concerning this Agreement and the royalties paid or payable by the Trust
pursuant hereto, as well as any other reports or filings that may be required by
law.
4.4 Other Agreements. The Trust may enter into other similar
Agreements with any other person or persons without the Organization's consent.
4.5 Rule 12b-1. The Organization acknowledges that the Trust has
informed it that this Agreement has been entered into pursuant to Rule 12b-1
under the 1940 Act, and is subject to the provisions of said Rule, as well as
any other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
4.6 Captions. The captions in this Agreement are included for
convenience of reference only and shall in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
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4.7 Severability. If any provision of this Agreement shall be held
invalid under any applicable statute or regulation or by a decision of a court
of competent jurisdiction, such invalidity shall not affect any provision of
this Agreement that can be given effect without the invalid provision, and, to
this end, the provisions hereof are severable.
4.8 Notices. Notices or consent of any kind required or permitted
under this Agreement shall be in writing and shall be deemed duly delivered if
delivered in person or if mailed by certified mail, return receipt requested,
postage paid, to the appropriate party as follows:
a. If to the Trust:
c/o Cadre Institutional Investors Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
with a copy to;
Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
b. If to the Organization:
________________________________
________________________________
________________________________
________________________________
or at such other address as shall be specified by either party by notice given
in the manner required by this Section 4.8.
4.9 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes any prior dated agreements.
4.10 Applicable Law. This Agreement shall be deemed to have been
executed in the State of Delaware and the substantive laws of the State of
Delaware shall govern the construction of this Agreement and the rights and
remedies of the respective parties hereto.
4.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
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CADRE INSTITUTIONAL INVESTORS TRUST
By__________________________________
Its_______________________________
[___________________]
By__________________________________
Its_______________________________
[___________________]
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