EXHIBIT 8B
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the ____ day of ___________, ____, by and between
XXXXXXX XXXXX & CO., INC., a Delaware corporation ("ML & Co."), and XXXXXXX
XXXXX LARGE CAP SERIES FUNDS, INC., a Maryland corporation (the "Corporation"),
on its own behalf and on behalf of its currently existing series, and on behalf
of each series of the Corporation that may be formed in the future (the
"Funds").
W I T N E S S E T H :
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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 Corporation was incorporated under the laws of the State of
Maryland on October 20, 1999; and
WHEREAS, the Corporation desires to qualify as a foreign corporation under
the laws of the State of New York and has requested ML & Co. to give its consent
to the use of the name "Xxxxxxx Xxxxx" in the Corporation's corporate name and
in the name of each Fund;
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 its corporate name and in the name of the Funds.
2. ML & Co. hereby consents to the qualification of the Corporation as a
foreign corporation under the laws of the State of New York with the words
"Xxxxxxx Xxxxx" in its corporate name and in the name of the Funds and agrees to
execute such formal consents as may be necessary in connection with such filing.
3. 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 name of the Corporation and 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 its name and the name of the Funds so
that such names will not thereafter include the words "Xxxxxxx Xxxxx" or any
variation thereof.
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" 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.
5. The Corporation will not grant to any other company the right to use a
name similar to that of the Corporation or the Funds or ML & Co. without the
written consent of ML & Co.
6. Regardless of whether the Corporation and/or the Funds 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 the Corporation and/or the
Funds or to that to which the Corporation and/or the Funds 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
each 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 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.
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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:
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Name:
Title:
XXXXXXX XXXXX LARGE CAP SERIES FUNDS, INC.
By:
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Name:
Title:
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