EXHIBIT 9(e)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the ___ day of April, 1997, by and between
XXXXXXX XXXXX & CO. INC., a Delaware corporation ("Xxxxxxx Xxxxx"), and EQ
ADVISORS TRUST, a Delaware business trust (the "Trust");
WITNESSETH
WHEREAS, Xxxxxxx Xxxxx 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; and
WHEREAS, Xxxxxxx Xxxxx 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; and
WHEREAS, the Trust was organized as a business trust under the laws
of the State of Delaware pursuant to an Agreement and Declaration of Trust
dated as of October 31, 1996, under the name "787 Trust", and such name was
changed to "EQ Advisors Trust", pursuant to an Amended and Restated Agreement
and Declaration of Trust dated January 22, 1997 (the "Declaration of Trust");
and
WHEREAS, the Trust was organized as series trust that may consist of
one or more funds (the "Funds"); and
WHEREAS, the Trust desires to qualify as a foreign business trust
under the laws of the State of New York and has requested Xxxxxxx Xxxxx to
give its consent to the use of the name "Xxxxxxx Xxxxx" in the name of any of
the Trust's Funds for which Xxxxxxx Xxxxx Asset Management, L.P. ("MLAM")
provides investment advisory services (the "MLAM-advised Funds").
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Xxxxxxx Xxxxx, and the Trust hereby agree as follows:
1. Xxxxxxx Xxxxx hereby grants the Trust a non-exclusive license to
use the words "Xxxxxxx Xxxxx" in the name of any of its MLAM-advised Funds.
2. Xxxxxxx Xxxxx hereby consents to the qualification of the Trust as
a foreign business trust under the laws of the State of New York with the
words "Xxxxxxx Xxxxx" in the names of the Trust's MLAM-advised Funds and
agrees to execute, or to cause its affiliates 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 Xxxxxxx Xxxxx on the condition that it may at any time, in its
sole and absolute discretion, withdraw the non-exclusive license to the use of
words "Xxxxxxx Xxxxx" in the name of any of the Trust's MLAM-advised Funds;
and, 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
(90) days thereafter, the Trust will change the names of any of its Funds that
include the words "Xxxxxxx Xxxxx" so that such names will not thereafter
include the words "Xxxxxxx Xxxxx" or any variation thereof, including without
limitation the abbreviation "ML".
4. Xxxxxxx Xxxxx reserves and shall have the right to grant to any
other company or trust, 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; but, if
required by any applicable laws of any state, the Trust will forthwith grant
all requisite consents.
5. The Trust will not grant to any other company, trust or series of
either of them the right to use a name similar to that of the Trust's
MLAM-advised Funds or Xxxxxxx Xxxxx without the written consent of Xxxxxxx
Xxxxx.
6. Regardless of whether the Trust should hereafter change the names
of any of its Funds that include the words "Xxxxxxx Xxxxx" and eliminate the
words "Xxxxxxx Xxxxx" or any variation thereof from such names, the Trust
hereby grants to Xxxxxxx Xxxxx the right to cause the incorporation of other
corporations or the organizations of voluntary associations that may have
names similar to that of the Trust's MLAM-advised Funds or to that to which
the Trust may change the names of any of its MLAM-advised Funds and to 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 the Trust'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
Trust agrees to give and execute any such formal consents or agreements as may
be necessary in connection therewith.
7. The Trust will not, and will not permit any of its trustees,
officers, employees or agents including without limitation any distributor of
the Trust's shares to use the name of MLAM or any affiliate of MLAM, including
Xxxxxxx Xxxxx, in Trust literature (including "Trust Documents" as defined in
this paragraph) without prior written review and approval by MLAM, which
approval will not be unreasonably withheld or delayed, and for which review
and approval the Trust shall provide MLAM a reasonable period of time and
advance notice where practicable. As used in this Agreement, "Trust Documents"
shall include any registration statement or prospectus for the Trust's
MLAM-advised Funds or sales literature on behalf of the Trust's MLAM-advised
Funds (or any amendment or supplement to the foregoing).
8. The Trust agrees to indemnify and hold harmless Xxxxxxx Lynch,
MLAM, or any affiliate of either of them (collectively "indemnified parties")
and each of any of their directors, officers, employees and agents against any
and all losses, claims, damages, liabilities (including amounts paid in
settlement with the Trust's written consent) or expenses (including reasonable
costs of investigating or defending any alleged loss, claim, damage, liability
or expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which indemnified parties may become subject
under statute, regulation, common law or otherwise, insofar as such
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Losses arise out of or are based upon any use not authorized under the terms
of this Agreement of the name "Xxxxxxx Xxxxx" or any variation thereof.
9. This Agreement may be amended at any time by a writing signed by
the parties hereto.
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/
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Executive Vice President
EQ ADVISORS TRUST
By: /s/
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Xxxxx X. Xxxxx
President and Trustee
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