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. 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: CORPORATIONS LISTED ON
EXHIBIT A HERETO
By:______________________________ By:____________________________
EXHIBIT A
▇▇▇▇ ▇▇▇▇▇ Partners Aggressive Growth Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Series, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Balanced Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Conservative Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle High Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Appreciation Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Arizona Municipals Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners California Municipals Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Core Plus Bond Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Equity Funds
▇▇▇▇ ▇▇▇▇▇ Partners Social Awareness Fund
▇▇▇▇ ▇▇▇▇▇ Partners Fundamental Value Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Funds, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Large Cap Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Short-Term Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners U.S. Government Securities Fund
▇▇▇▇ ▇▇▇▇▇ Partners Investment Funds, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Government Securities Fund
▇▇▇▇ ▇▇▇▇▇ Partners ▇▇▇▇▇▇▇▇▇▇ Global Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Multiple Discipline Funds All Cap and International
▇▇▇▇ ▇▇▇▇▇ Partners Multiple Discipline Funds All Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Multiple Discipline Funds Balanced All Cap Growth
and Value
▇▇▇▇ ▇▇▇▇▇ Partners Multiple Discipline Funds Global All Cap Growth
and Value
▇▇▇▇ ▇▇▇▇▇ Partners Multiple Discipline Funds Large Cap Growth and
Value
▇▇▇▇ ▇▇▇▇▇ Partners Real Return Strategy Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Managed Municipals Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners New Jersey Municipal Funds, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Sector Series, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Financial Services Fund
▇▇▇▇ ▇▇▇▇▇ Partners Health Sciences Fund
▇▇▇▇ ▇▇▇▇▇ Partners Technology Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Core Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners World Fund, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Inflation Management Fund
▇▇▇▇ ▇▇▇▇▇ Partners International All Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Series, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle Balanced Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle High Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Portfolios I, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Variable All Cap Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable High Yield Bond Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Investors Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Large Cap Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Small Cap Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Strategic Bond Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Total Return Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Portfolios III, Inc.
▇▇▇▇ ▇▇▇▇▇ Partners Variable Adjustable Rate Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Aggressive Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable High Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable International All Cap Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Large Cap Growth Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Large Cap Value Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Mid Cap Core Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Money Market Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Social Awareness Stock Portfolio