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EXHIBIT 9
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of January 1, 1997 by and between XXXXXXX XXXXX &
CO., INC. ("ML&Co."), a Delaware corporation, and XXXXXXX XXXXX INDEX TRUST, a
Delaware business trust (the "Trust"), on its own behalf and on behalf of its
currently existing series, and on behalf of each series of the Trust that may
be formed in the future (the "Series").
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 Trust was organized under the laws of the State of
Delaware on August 28, 1996; and
WHEREAS, the Trust desires to qualify to do business 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" in its name and in the name of each Series;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, ML&Co. and the Trust hereby agree as follows:
1. ML&Co. hereby grants the Trust a non-exclusive license to use
the words "Xxxxxxx Xxxxx" in its name and in the name of the Series.
2. ML&Co. hereby consents to the qualification of the Trust to do
business under the laws of the State of New York with the words "Xxxxxxx Xxxxx"
in its name and in the name of the Series and agrees to execute such formal
consents as may be necessary in connection with such filing.
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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" in the names of the Trust and of the Series; 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
days thereafter, the Trust will change its name and the name of the Series 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 Trust shall be necessary; but, if required by an
applicable law of any state, the Trust will forthwith grant all requisite
consents.
5. The Trust will not grant to any other company the right to use
a name similar to that of the Trust or the Series or ML&Co. without the written
consent of ML&Co.
6. Regardless of whether the Trust and/or the Series should
hereafter change their names and eliminate the words "Xxxxxxx Xxxxx" or any
variation thereof from such names, the Trust 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 Trust and/or
the Series or to that to which the Trust and/or the Series may change their
names and 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 Series' 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 such formal consents or
agreements as may be necessary in connection therewith.
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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/ Xxxxxx Xxxxxx
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Executive Vice President
XXXXXXX XXXXX INDEX TRUST
By: /s/ Xxxxx X. Xxxxx
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President
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