Exhibit 8(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of _______ ___, 2002, and effective as of the date of
commencement of operations of the Trust (as defined below) by and between
Xxxxxxx Xxxxx & Co., Inc., a Delaware corporation ("ML & Co.") and Xxxxxxx Xxxxx
Principal Protected Trust, a Delaware business trust (the "Trust"), on its own
behalf and on behalf of its currently existing series and on behalf of each
series of the Trust that may be formed in the future (the "Funds").
W I T N E S S E T H:
WHEREAS, ML & Co. has all the requisite rights in and to the name "Xxxxxxx
Xxxxx" in order to enable ML & Co. to license such name; and
WHEREAS, the Trust was incorporated under the laws of the State of
Delaware on July 15, 2002, under the name Xxxxxxx Xxxxx Principal Preservation
Trust and has since changed its name, by an amendment dated August 1, 2002, to
Xxxxxxx Xxxxx Principal Protected Trust; and
WHEREAS, the Trust desires to qualify as a foreign corporation under the
laws of the States of New York, New Jersey and any other state that the Trust,
in its sole discretion, from time to time may deem to be necessary or in its
best interest; and
WHEREAS, the Trust has requested ML & Co. to give its consent to the use
of the word "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 Trust hereby agree as follows:
1. ML & Co. hereby grants to the Trust a non-exclusive license to use the
words "Xxxxxxx Xxxxx" in its corporate name and in the name of the Funds. Such
license shall be perpetual unless terminated in accordance with Section 3
hereof.
2. ML & Co. hereby consents to the qualification of the Trust as a foreign
corporation under the laws of the States of New York, New Jersey and any other
state that the Trust, in its sole discretion, from time to time may deem to be
necessary or in its best interest, with the words "Xxxxxxx Xxxxx" in its
corporate name and in the name of each Fund and agrees to execute such formal
consents as may be necessary in connection with such filings.
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 names of the Trust and of the Funds; and, the Trust
covenants that as soon as practicable after receipt by the Trust of written
notice of the withdrawal of such non-exclusive license, and in no event later
than ninety days thereafter, the Trust will change its name and the name of each
Fund 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 Trust shall be necessary; provided, that, if required by
any applicable law of any state, the Trust agrees to forthwith grant all such
requisite consents.
5. The Trust shall not grant to any other person, company or entity the
right to use a name similar to that of the Trust or the Funds or Xxxxxxx Xxxxx
without the prior written consent of ML & Co.
6. Regardless of whether the Trust and/or the Funds should hereafter
change their names and eliminate the words "Xxxxxxx Xxxxx" or any variation
thereof from such names, the Trust hereby (i) grants to ML & Co. the right to
(a) cause the incorporation of other corporations
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or the organization of voluntary associations which may have names similar to
that of the Trust and/or the Funds or to such names as the names of the Trust
and/or Funds may be changed to in the future and (b) 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 approval of a majority of each Fund's shareholders, the
Securities and Exchange Commission and the payment of a reasonable amount to be
determined at the time of use, and (ii) agrees to give and execute such formal
consents or agreements as may be necessary in connection therewith.
7. The Trust agrees that any breach of the covenants contained in this
Agreement would irreparably injure ML & Co. Accordingly, the Trust agrees that
ML & Co., in addition to pursuing any other remedies it may have in law or in
equity, may obtain an injunction against the Trust from any court having
jurisdiction over the matter restraining any violation of any such covenant. The
Trust confirms that the provisions in this Section 7 are contained herein for
purposes of clarity only, and ML & Co. would be entitled to exercise the rights
contained herein regardless of their recitation herein.
8. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written. This Agreement may be executed by the
parties hereto in any number of counterparts, all of which together shall
constitute one and the same instrument.
XXXXXXX XXXXX & CO., INC.
By: PRINCETON SERVICES, INC.
ITS GENERAL PARTNER
By:_____________________________
Name:
Title:
XXXXXXX XXXXX PRINCIPAL
PROTECTED TRUST
By:_____________________________
Name:
Title:
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