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EXHIBIT 9(C)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of December 15, 1996 by and between XXXXXXX XXXXX &
CO., INC. ("ML&Co."), a Delaware corporation, and XXXXXXX XXXXX INDEX FUNDS,
INC., a Maryland corporation (the "Corporation"), on its own behalf and on
behalf of its currently existing series, and on behalf of each series of the
Corporation that may be formed in the future (the "Funds").
W I T N E S S E T H :
WHEREAS, ML&Co. was incorporated under the laws of the State of
Delaware on March 27, 1973 under the corporate name "Xxxxxxx Xxxxx & Co., Inc."
and has used such name at all times thereafter;
WHEREAS, ML&Co. was duly qualified as a foreign corporation under the
laws of the State of New York on April 25, 1973 and has remained so qualified
at all times thereafter;
WHEREAS, the Corporation was incorporated under the laws of the State
of Maryland on October 25, 1996; and
WHEREAS, the Corporation desires to qualify as a foreign corporation
under the laws of the State of New York and has requested ML&Co. to give its
consent to the use of the words "Xxxxxxx Xxxxx" in its name and in the name of
each Fund;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, ML&Co. and the Corporation hereby agree as follows:
1. ML&Co. hereby grants the Corporation a non-exclusive license to
use the words "Xxxxxxx Xxxxx" in its corporate name and in the name of the
Funds.
2. ML&Co. hereby consents to the qualification of the Corporation
as a foreign corporation under the laws of the State New York with the words
"Xxxxxxx Xxxxx" in its corporate
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name and in the name of the Funds and agrees to execute such formal consents
as may be necessary in connection with such filing.
3. The non-exclusive license hereinabove referred to has been given
and is given by ML&Co. on the condition that it may at any time, in its sole
and absolute discretion, withdraw the non-exclusive license to the use of the
words "Xxxxxxx Xxxxx" in the of the Corporation and of the Funds; and, as soon
as practicable after receipt by the Corporation of written notice of the
withdrawal of such non-exclusive license, and in no event later than ninety
days thereafter, the Corporation will change its name and the name of the Funds
so that such names will not thereafter include the words "Xxxxxxx Xxxxx" or any
variation thereof.
4. ML&Co. reserves and shall have the right to grant to any other
company, including without limitation any other investment company, the right
to use the words "Xxxxxxx Xxxxx" or variations thereof in its name and no
consent or permission of the Corporation shall be necessary; but, if required
by an applicable law of any state, the Corporation will forthwith grant all
requisite consents.
5. The Corporation will not grant to any other company the right to
use a name similar to that of the Corporation or the Funds or ML&Co. without
the written consent of ML&Co.
6. Regardless of whether the Corporation and/or the Funds should
hereafter change their names and eliminate the words "Xxxxxxx Xxxxx" or any
variation thereof from such names, the Corporation hereby grants to ML&Co. the
right to cause the incorporation of other corporations or the organization of
voluntary associations which may have names similar to that of the Corporation
and/or the Funds or to that to which the Corporation and/or the Funds may
change their names and own all or any portion of the shares of such other
corporations or associations and to enter into contractual relationships with
such other corporations or associations, subject to any requisite
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approval of a majority of each Funds' shareholders and the Securities and
Exchange Commission and subject to the payment of a reasonable amount to be
determined at the time of use, and the Corporation agrees to give and execute
such formal consents or agreements as may be necessary in connection therewith.
7. This Agreement may be amended at any time by a writing signed by
the parties hereto. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, arrangements and understandings, whether written or oral, with
respect thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
XXXXXXX XXXXX & CO., INC.
By: /s/ Xxxxxx Xxxxxx
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Executive Vice President
XXXXXXX XXXXX INDEX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
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President
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