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. LIMITATION OF LIABILITY: The undersigned officer of the Licensee has executed this Agreement
not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of
this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust
individually.
8. 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 WHEROF, the parties hereto have caused this Agreement to be executed by their
officers thereunto duly authorized as of the date first above written:
ATTEST:
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XXXX XXXXX PROPERTIES, INC. | |
By:
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By: | |
ATTEST:
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TRUSTS LISTED ON EXHIBIT A HERETO | |
By:
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By: |
EXHIBIT A
CitiFunds Trust I |
Xxxx Xxxxx Partners Emerging Markets Equity Fund |
Xxxx Xxxxx Partners Adjustable Rate Income Fund |
Xxxx Xxxxx Partners Income Funds |
Xxxx Xxxxx Partners Capital and Income Fund |
Xxxx Xxxxx Partners Convertible Fund |
Xxxx Xxxxx Partners Diversified Strategic Income Fund |
Xxxx Xxxxx Partners Dividend and Income Fund |
Xxxx Xxxxx Partners Exchange Reserve Fund |
Xxxx Xxxxx Partners High Income Fund |
Xxxx Xxxxx Partners Municipal High Income Fund |
Xxxx Xxxxx Partners Total Return Bond Fund |
Xxxx Xxxxx Partners Investment Series |
Xxxx Xxxxx Partners Growth and Income Fund |
Xxxx Xxxxx Partners Dividend Strategy Fund |
Xxxx Xxxxx Partners International Fund |
Xxxx Xxxxx Partners Variable Dividend Strategy Portfolio |
Xxxx Xxxxx Partners Variable Government Portfolio |
Xxxx Xxxxx Partners Variable Growth and Income Portfolio |
Xxxx Xxxxx Partners Variable Premier Selections All Cap Growth Portfolio |
Xxxx Xxxxx Partners Investment Trust |
Xxxx Xxxxx Partners Classic Values Fund |
Xxxx Xxxxx Partners Intermediate Maturity California Municipals Fund |
Xxxx Xxxxx Partners Intermediate Maturity New York Municipals Fund |
Xxxx Xxxxx Partners Large Cap Growth Fund |
Xxxx Xxxxx Partners Mid Cap Core Fund |
Xxxx Xxxxx Partners S&P500 Index Fund |
Xxxx Xxxxx Partners Massachusetts Municipal Fund |
Xxxx Xxxxx Partners Municipal Funds |
Xxxx Xxxxx Partners Florida Municipals Fund |
Xxxx Xxxxx Partners Georgia Municipals Fund |
Xxxx Xxxxx Partners Limited Term Municipals Fund |
Xxxx Xxxxx Partners National Municipals Fund |
Xxxx Xxxxx Partners New York Municipals Fund |
Xxxx Xxxxx Partners Pennsylvania Municipals Fund |
Xxxx Xxxxx Partners Oregon Municipals Fund |
Xxxx Xxxxx Partners Trust II |
Xxxx Xxxxx Partners Capital Preservation Fund |
Xxxx Xxxxx Partners Capital Preservation Fund II |
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund |
Xxxx Xxxxx Partners International Large Cap Fund |
Xxxx Xxxxx Partners Short Duration Municipal Income Fund |
Xxxx Xxxxx Partners Small Cap Growth Opportunities Fund |
Xxxx Xxxxx Partners Variable Portfolios II |
Xxxx Xxxxx Partners Variable Aggressive Growth Portfolio |
Xxxx Xxxxx Partners Variable Appreciation Portfolio |
Xxxx Xxxxx Partners Variable Capital and Income Portfolio |
Xxxx Xxxxx Partners Variable Diversified Strategic Income Portfolio |
Xxxx Xxxxx Partners Variable Equity Index Portfolio |
Xxxx Xxxxx Partners Variable Fundamental Value Portfolio |
Xxxx Xxxxx Partners Variable Growth and Income Portfolio |
Xxxx Xxxxx Partners Variable Portfolios IV |
Xxxx Xxxxx Partners Variable Multiple Discipline Portfolio — All Cap Growth and Value |
Xxxx Xxxxx Partners Variable Multiple Discipline Portfolio — Balanced All Cap Growth and Value |
Xxxx Xxxxx Partners Variable Multiple Discipline Portfolio — Global All Cap Growth and Value |
Xxxx Xxxxx Partners Variable Multiple Discipline Portfolio — Large Cap Growth and Value |
Xxxx Xxxxx Partners Variable Portfolios V |
Xxxx Xxxxx Partners Variable Small Cap Growth Opportunities Portfolio |
