LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the 31st day of August, 1992 by and between XXXXXXX
XXXXX & CO., INC.("ML&Co.") a Delaware corporation, and XXXXXXX XXXXX CONSULTS
INTERNATIONAL PORTFOLIO, a Massachusetts business trust (the "Fund");
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 Fund was organized as an unincorporated business trust under
the laws of the Commonwealth of Massachusetts pursuant to a Declaration of Trust
dated June 26, 1992, a copy of which together with all amendments thereto is on
file in the office of the Secretary of the Commonwealth of Massachusetts; and
WHEREAS, the Fund desires to qualify to do business in the form of a
foreign business trust 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" and "Xxxxxxx
Xxxxx Consults" in the Fund's name and to refer to the "Xxxxxxx Xxxxx Consults"
Service" in its Registration Statement.
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
"Xxxxxxx Xxxxx" and "Xxxxxxx Xxxxx Consults" in the Fund's name and to refer to
the "Xxxxxxx Xxxxx Consults(Service Xxxx) Service" in its Registration
Statement.
2. ML&CO. hereby consents to the qualification of the Fund to do business
in the form of a foreign business trust corporation under the laws of the State
of New York with the words "Xxxxxxx Xxxxx" and "Xxxxxxx Xxxxx Consults" in its
name 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" and "Xxxxxxx Xxxxx Consults" in the name of the Fund and to
refer to the "Xxxxxxx Xxxxx Consults(Service Xxxx) Service" in its Registration
Statement; and, as soon as 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 "Xxxxxxx Xxxxx" and "Xxxxxxx Xxxxx
Consults" or any variation thereof and the Fund will remove all references to
"Xxxxxxx Xxxxx Consults(Service Xxxx) Service" in its Registration Statement.
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" and "Xxxxxxx Xxxxx Consults" or variations thereof in its
name and to refer to the "Xxxxxxx Xxxxx Consults(Service Xxxx) Service" in its
registration statement and no consent or permission of the Fund shall be
necessary; but, if required by an applicable law of any state, the Fund will
forthwith grant all requisite consents.
5. The Fund will not grant to any other company the right to use a name
similar to that of the Fund or ML&CO. without the written consent of ML&CO.
6. Regardless of whether the Fund should hereafter change its name and
eliminate the words "Xxxxxxx Xxxxx" and "Xxxxxxx Xxxxx Consults" 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 and to enter into contractual
relationships with 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.
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/
Exec. Vice President
XXXXXXX XXXXX CONSULTS
INTERNATIONAL PORTFOLIO
By: /s/ XXXXXX XXXXXX
President
