EXHIBIT h.4
LICENSE AGREEMENT
This License Agreement is entered into as of the ___ day of ____, 2002,
by and between Xxxxxxx-Xxxxxx, LLC, a Delaware limited liability company ("M/P")
and The Xxxxxxx/Xxxxxx Investment Group, a Delaware business trust (the
"Trust").
WHEREAS, M/P was formed under the laws of the State of Delaware and
commenced doing business under the corporate name "Xxxxxxx-Xxxxxx, LLC" On July
1, 1998 and has used such name at all times thereafter; and
WHEREAS, the Trust was organized under the laws of the State of Delaware
on March 22, 2002; and
WHEREAS, the Trust has requested M/P's consent to the use of the phrase
"Xxxxxxx/Xxxxxx" in the name of the Trust and/or one or more of the series of
shares of beneficial interest of the Trust (collectively "Funds"), and M/P
wishes to permit such use; and
WHEREAS, the parties wish to enter into a written agreement to confirm
the terms of such use by the Trust and the Funds;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, M/P and the Trust hereby agree as follows:
1. The Trust hereby acknowledges and agrees that the name
"Xxxxxxx/Xxxxxx" is a valuable proprietary right of M/P and that the Trust has
no rights to use such name in the name of the Trust or that of any of its Funds
except as are provided to the Trust by M/P pursuant to this License Agreement.
The Trust shall not in any manner represent that it has any rights of ownership
or use with respect to the name "Xxxxxxx/Xxxxxx" except as set forth herein, and
acknowledges that all uses of such initials by it shall inure to the benefit of
M/P.
2. M/P hereby grants the Trust a non-exclusive license to use the name
"Xxxxxxx/Xxxxxx" in the names of the Trust and /or any one or more of its Funds,
so long as such name is used in conjunction with other descriptive phrases such
as "Investment Group" or phrases describing the investment objectives or
purposes of a Fund (such as "ADR Equity Fund"). M/P hereby consents to the
qualification of the Trust to do business under the laws of any state of the
United States with the name "Xxxxxxx/Xxxxxx" in its name or that of any of its
Funds and agrees to execute such formal consents as may be necessary in
connection with such qualifications.
3. M/P reserves and retains the right to grant to any other person,
including without limitation any other investment company, the right to use the
name "Xxxxxxx/Xxxxxx" or variations thereof in its name and no consent or
permission of the Trust shall be necessary for such use; provided, however, that
if required by the
applicable law of any state, the Trust shall forthwith grant all requisite
consents. The Trust shall take such actions as M/P may reasonably require to
protect the rights of M/P to such name.
4. The Trust shall have no right to grant to any other person a
sublicense to use a name containing the name "Xxxxxxx/Xxxxxx". The Trust shall
have no right to assign its interest in this Agreement or any part thereof to
any other person without the prior written consent of M/P.
5. The license provided to the Trust hereunder shall terminate and be of
no further force or effect at such time as M/P no longer provides investment
advisory services to the Trust or any Fund. In such event, the Trust shall as
promptly as practicable take such actions as may be necessary to change its name
and the names of the Funds to names that do not include the names
"Xxxxxxx/Xxxxxx," or "Xxxxxxx," or "Xxxxxx".
6. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and may not be amended at any time except
by a writing signed by the parties hereto.
7. All of the terms of this Agreement shall be binding upon, and except
as set forth herein shall inure to the benefit of, the successors and assigns of
the parties.
8. M/P acknowledges that it has received a copy of the Declaration of
Trust, dated May 1, 2002. M/P further acknowledges and agrees that the
obligation of the Trust under this Agreement are not binding on any officers,
trustees or shareholders of the Trust individually, but are binding only upon
the assets and properties of the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXXX-XXXXXX, LLC
By:
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Xxxxx X. Xxxxxx, President
THE XXXXXXX/XXXXXX INVESTMENT TRUST
By:
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Yot Chattrabhuti, Vice President
