EXHIBIT-99.9(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the 5th day of may, 1982, by,
between and among XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED, a Delaware corporation ("Xxxxxxx Xxxxx"),
XXXXXXX XXXXX ASSET MANAGEMENT, INC. , a Delaware corpora-
tion ("MLAM"), and XXXXXXX XXXXX PHOENIX FUND, INC., a
Maryland corporation (the "Fund");
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Xxxxxxx Xxxxx was incorporated under the laws
of the State of Delaware on November 1.0, 1958 under the cor-
porate name "Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorpo-
rated" and has used such name at all times thereafter;
WHEREAS, Xxxxxxx Xxxxx was duly qualified as a foreign
corporation under the laws of the State of New York on January
2, 1959 and has remained so qualified at all times thereafter;
WHEREAS, MLAM was incorporated under the laws of the
State of Delaware on March 22, 1976 under the corporate name
"Xxxxxxx Xxxxx Money Management Services, Inc." which name
was changed on April 13, 1976, pursuant to an amendment of
MLAM's Certificate of Incorporation, to "Xxxxxxx Xxxxx Asset
Management, Inc." and MLAM has used such name at all times
thereafter;
WHEREAS, MLAM was duly qualified as a foreign corpora-
tion under the laws of the State of New York on April 26,
1976 and has remained so qualified at all times thereafter;
WHEREAS, the Fund was incorporated under the laws of
the State of Maryland on April 15, 1982; and
WHEREAS, the Fund desires to qualify as a foreign cor-
poration under the laws of the State of New York and has re-
xxxxxxx Xxxxxxx Xxxxx and MLAM to give their consent to the
use of the name "Xxxxxxx Xxxxx" in the Fund's corporate name.
NOW, THEREFORE, in consideration of the premises and of
the covenants hereinafter contained, Xxxxxxx Xxxxx, MLAM and
the Fund hereby agree as follows:
1. Xxxxxxx Xxxxx and MLAM hereby grant the Fund a non-
exclusive license to use the words "Xxxxxxx Xxxxx" in its cor-
porate name.
2. Xxxxxxx Xxxxx hereby consents to the qualification
of the Fund as a foreign corporation under the laws of the
State of New York with the words "Xxxxxxx Xxxxx" in its cor-
porate name and agrees to execute such formal consents as may
be necessary in connection with such filing; and MLAM joins
in such consent.
3. The non-exclusive license hereinabove referred to
has been given and is given by Xxxxxxx Xxxxx and MLAM on the
condition that they may at any time, in their sole and absolute
2.
discretion, withdraw the non-exclusive license to the use
of the words "Xxxxxxx Xxxxx" in the name of the Fund; and,
as soon as practicable after receipt by the Fund of written
not--ice 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" or any variation thereof.
4. Xxxxxxx Xxxxx 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 Fund shall be necessary; but, if required
by an applicable laws 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 Xxxxxxx
Xxxxx without the written consent of Xxxxxxx Xxxxx.
6. Regardless of whether the fund should hereafter
change its name and eliminate the words "Xxxxxxx Xxxxx" or
any variation thereof from such name, the Fund hereby grants
to Xxxxxxx Xxxxx and MLAM the right to cause the incorporation
of other corporations or the organization of voluntary associa-
tions 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 share-holders and the
Securities and Exchange Commission and subject to the payment of a
reasonable amount to be deter-mined 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.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/
---------------------------------
Vice President
XXXXXXX XXXXX ASSET MANAGEMENT, INC.,
By /s/
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Vice President
XXXXXXX XXXXX PHOENIX FUND, INC.,
By /s/ Xxxxxx Xxxxxx
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President
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