LICENSE AGREEMENT
EXHIBIT (h)(3)
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:
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▇▇▇▇ ▇▇▇▇▇ 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 |
▇▇▇▇ ▇▇▇▇▇ 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&P500 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 |