LICENSE AGREEMENT
AGREEMENT made as of the 9th day of May, 2000, between Xxxxx Brothers
Xxxxxxxx & Co., a New York limited partnership having its principal office at 00
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("BBH & Co."), and the U.S. Equity
Portfolio, a New York Trust having its principal office at P.O. Box 2330,
Butterfield House, Fort Street, Xxxxxx Town, Grand Cayman, Cayman Islands (the
"Fund").
W I T N E S S E T H:
WHEREAS BBH & Co. has for many years conducted business and has used
the name and service xxxx "BBH & Co." and "BBH" (collectively the "Xxxx") in
connection with banking, investment advisory and other investment and financial
services;
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended;
NOW, THEREFORE, in consideration of the premises and the promises of
the parties, it is agreed:
1. BBH & Co. hereby grants the Fund a worldwide nonexclusive
royalty-free license to use the Xxxx as part of its corporate name or the name
of any series of the Fund during the term of this Agreement.
2. The grant is personal to the Fund and shall not be assignable by the
Fund without the prior written consent of BBH & Co.
3. The Fund shall not engage in any business other than that of an
open-end management investment company and shall not use the Xxxx in any manner
other than as part of its corporate name and the name of any series of the Fund,
provided herein without the prior written consent of BBH & Co.
4. All services performed by the Fund and the advertising thereof shall
be in accordance with the highest standards of the industry, and shall be in
compliance with applicable Federal and state laws, rules and regulations.
5. The Fund agrees to execute documents, to provide evidence and
testimony, and to otherwise assist BBH & Co. so as to allow BBH & Co. to obtain,
enforce and maintain any registrations of, and establish BBH & Co.'s rights in,
the Xxxx.
6. The Fund shall indemnity, defend and hold harmless BBH & Co., its
partners, successors and assigns from any and all claims, demands, actions, law
suits, liabilities, damages, penalties, costs, fees and expenses, including
without limitation attorneys' fees and expenses arising out of, in connection
with, or in respect of, the Fund's conduct of its business or use of the Xxxx,
except for gross negligence, bad faith, willful misconduct or reckless disregard
of duty on the part of BBH & Co.
7. This Agreement may be amended or modified only by written mutual
consent, and may be terminated by BBH & Co. at any time upon written notice to
the Fund upon the expiration or earlier termination of any investment advisory
agreement between the Fund or any investment company in which a series of the
Fund invests all of its investable assets and BBH & Co.
8. Upon termination of this Agreement, the Fund shall within ninety
days thereafter change its name so as to eliminate any reference to the Xxxx as
part of its corporate name or the name of any series of the Fund, and cease all
use of the Xxxx, and shall not use the Xxxx, any colorable imitation of the
Xxxx, or any reference to BBH & Co., in any manner or form whatsoever, in the
conduct of its business.
9. If the Fund for any reason fails to comply with any provision of
paragraph 8 of this Agreement, the Fund specifically consents to BBH & Co.
obtaining an injunction of any court of competent jurisdiction compelling the
Fund's immediate compliance with the provisions of paragraph 8 and restraining
it from any further use of the Xxxx, any colorable imitation of the Xxxx, or any
reference to BBH & Co., in the conduct of its business. Such consent is based on
recognition that monetary damages would be an inadequate remedy for BBH & Co.
10. In addition to injunctive relief for failure of the Fund to comply
with any provision of paragraph 8, BBH & Co. shall be entitled to recover from
the Fund any monetary damages sustained and the costs and expenses of any action
for injunctive relief or monetary damages, including without limitation
reasonable attorneys' fees and expenses.
11. Any written notice to a party hereunder shall be deemed duly given
when sent by certified or registered mail, or hand delivered, to such party at
the address and to the attention of the individual shown below, or to such other
address or individual as may hereafter be specified by the relevant party to the
other party in writing:
Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
U.S. Equity Portfolio
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
12. This Agreement constitutes the entire agreement of the parties, and
supersedes all prior negotiations, commitments, undertakings and agreements of
the parties, with respect to the subject matter thereof.
13. The Fund acknowledges that its right to use the Xxxx is governed
wholly and entirely by this Agreement.
14. BBH & Co. represents and warrants that it has not granted any
rights to third parties that would be infringed or otherwise violated by the
Fund's use of the Xxxx as provided herein. Except for the foregoing
representation and warranty, BBH & Co. disclaims any and all representations and
warranties of any kind, express or implied, with respect to the Xxxx, including
without limitation any representation or warranty that use of the Xxxx will not
infringe or otherwise violate the rights of third parties.
15. This Agreement shall be governed and construed under the laws of
the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
XXXXX BROTHERS XXXXXXXX & CO.
By
U.S. EQUITY PORTFOLIO
By
