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EXHIBIT 99.B9(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the 12th day of November, 1996, by and between
XXXXXXX XXXXX & CO., INC., a Delaware corporation ("ML & Co."), and HOTCHKIS AND
WILEY FUNDS, a Massachusetts business trust (the "Fund").
WITNESSETH:
WHEREAS, on the date hereof, ML & Co. Has purchased the partnership
interests in Hotchkis and Wiley, a California limited partnership, and Hotchkis
and Wiley has begun operating as a business unit within ML & Co.'s Capital
Management Group ("CMG");
WHEREAS, on the date hereof, the Hotchkis and Wiley division of ML & Co.'s
CMG has become investment adviser to the Fund; and
WHEREAS, ML & Co. has requested that the Fund agree to cease the use of
"Hotchkis and Wiley" in its name if the Hotchkis and Wiley division of ML &
Co.'s CMG no longer serves as investment adviser to the Fund;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, ML & Co. and the Fund hereby agree as follows:
1. ML & Co. Hereby grants the Fund a non-exclusive license to use the
words "Hotchkis and Wiley" in its name.
2. The non-exclusive license hereinabove referred to has been given and is
given by ML & Co. on the condition that it may withdraw the non-exclusive
license to the use of the words "Hotchkis and Wiley" in the name of the Fund if
the Hotchkis and Wiley division of ML & Co.'s CMG no longer serves as investment
adviser to the Fund; and, as soon as
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practicable after receipt by the Fund of written notice of the withdrawal of
such non-exclusive license, and in no event later than ninety days thereafter,
the Fund will change its name so that such name will not thereafter include the
words "Hotchkis and Wiley" or any variation thereof.
3. The Fund will not grant to any other company the right to use a name
similar to that of the Fund without the written consent of ML & Co.
4. Regardless of whether the Fund should hereafter change its name and
eliminate the words "Hotchkis and Wiley" or any variation thereof from such
name, the Fund 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 Fund or to that to which the Fund may change its
name and to own all or any portion of the shares of such other corporations or
associations, subject to any requisite approval of a majority of the Fund's
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 Fund
agrees to give and execute any such formal consents or agreements as may be
necessary in connection therewith.
5. This Agreement may be amended at any time by a writing signed by the
parties hereto.
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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/ XXXXXXX X. XXXXX
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Senior Vice President
HOTCHKIS AND WILEY FUNDS
By: /s/ XXXXX X. XXXXXX
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President
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