LICENSE AGREEMENT
This license agreement (the "Agreement") is made this ______ day of
_______, 2006, by and between ▇▇▇▇ ▇▇▇▇▇ 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, ▇▇▇▇ ▇▇▇▇▇, 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 "▇▇▇▇
▇▇▇▇▇" and trademark and service ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (collectively the "▇▇▇▇"); and
WHEREAS, Licensee contemplates changing its name to a name that includes
the ▇▇▇▇.
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 ▇▇▇▇ 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 ▇▇▇▇ by Licensee shall inure to the
benefit of Licensor. Licensee shall cooperate in Licensor's efforts to perfect
or enforce its rights in the ▇▇▇▇ and shall neither assert nor assist a third
party in asserting any independent rights in the ▇▇▇▇ anywhere in the world for
any goods or services.
3. QUALITY CONTROL: All services provided by Licensee under the ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇
▇▇▇▇▇, Inc. no longer acts as the investment manager of Licensee, whether as a
result of termination by Licensee or by ▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇ in any corporate or business name, trademark or
service ▇▇▇▇, 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: ▇▇▇▇ ▇▇▇▇▇ PROPERTIES, INC.
By:_____________________________ By:___________________________
ATTEST: TRUSTS LISTED ON
EXHIBIT A HERETO
By:_____________________________ By:___________________________
EXHIBIT A
CitiFunds Trust I
▇▇▇▇ ▇▇▇▇▇ Partners Emerging Markets Equity Fund
▇▇▇▇ ▇▇▇▇▇ Partners Adjustable Rate Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Income Funds
▇▇▇▇ ▇▇▇▇▇ Partners Capital and Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Convertible Fund
▇▇▇▇ ▇▇▇▇▇ Partners Diversified Strategic Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Dividend and Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Exchange Reserve Fund
▇▇▇▇ ▇▇▇▇▇ Partners High Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Municipal High Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Total Return Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Investment Series
▇▇▇▇ ▇▇▇▇▇ Partners Growth and Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Dividend Strategy Fund
▇▇▇▇ ▇▇▇▇▇ Partners International Fund
▇▇▇▇ ▇▇▇▇▇ Partners Variable Dividend Strategy Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Government Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Growth and Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Premier Selections All Cap Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Investment Trust
▇▇▇▇ ▇▇▇▇▇ Partners Classic Values Fund
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity California Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity New York Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Large Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Mid Cap Core Fund
▇▇▇▇ ▇▇▇▇▇ Partners S&P 500 Index Fund
▇▇▇▇ ▇▇▇▇▇ Partners Massachusetts Municipal Fund
▇▇▇▇ ▇▇▇▇▇ Partners Municipal Funds
▇▇▇▇ ▇▇▇▇▇ Partners Florida Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Georgia Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Limited Term Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners National Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners New York Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Pennsylvania Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Oregon Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Trust II
▇▇▇▇ ▇▇▇▇▇ Partners Capital Preservation Fund
▇▇▇▇ ▇▇▇▇▇ Partners Capital Preservation Fund II
▇▇▇▇ ▇▇▇▇▇ Partners Diversified Large Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners International Large Cap Fund
▇▇▇▇ ▇▇▇▇▇ Partners Short Duration Municipal Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Growth Opportunities Fund
▇▇▇▇ ▇▇▇▇▇ Partners Variable Portfolios II
▇▇▇▇ ▇▇▇▇▇ Partners Variable Aggressive Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Appreciation Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Capital and Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Diversified Strategic Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Index Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Fundamental Value Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Growth and Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Portfolios IV
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline Portfolio -- All Cap
Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline Portfolio -- Balanced All
Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline Portfolio -- Global All
Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline Portfolio -- Large Cap
Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Portfolios V
▇▇▇▇ ▇▇▇▇▇ Partners Variable Small Cap Growth Opportunities Portfolio
