Exhibit 8(c)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the 9th day of February, 2001, by and between XXXXXXX
XXXXX & CO., INC., a Delaware Corporation ("ML Co.") and MERCURY V.I. FUNDS,
INC., a Maryland corporation (the "Corporation"), on behalf of its currently
existing series, and on behalf of each series of the Corporation that may be
formed in the future (each, a "Fund" and collectively, 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; and
WHEREAS, the Corporation was incorporated under the laws of the State of
Maryland on December 7, 1998;
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 the names of the Funds.
2. The non-exclusive license herein above 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 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 the names of the Funds so that such names will not thereafter include the
words "Xxxxxxx Xxxxx" or any variation thereof.
3. 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.
4. With respect to any Fund whose name includes or has included the words
"Xxxxxxx Xxxxx" pursuant to this Agreement, the Corporation will not grant to
any other company the right to use a name similar to that of the Funds or ML &
Co. without the written consent of ML & Co.
5. Regardless of whether a Fund whose name includes the words "Xxxxxxx
Xxxxx" pursuant to this Agreement, should hereafter change its name and
eliminate the words "Xxxxxxx Xxxxx" or any variation thereof from such name, 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 a Fund or to that to which a 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
such 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 Corporation agrees to give and execute such formal consents or agreements as
may be necessary in connection therewith.
6. 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
2
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. This Agreement may be executed by the
parties hereto on any number of counterparts, all of which together shall
constitute one and the same instrument.
XXXXXXX XXXXX & CO., INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
MERCURY V.I. FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and Director
3
