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EX.99-K(2)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the day of October, 1989, by, between XXXXXXX
XXXXX & CO., INC. ("ML&Co.") a Delaware corporation and XXXXXXX XXXXX PRIME
FUND, INC., a Maryland corporation (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 April 25, 1973 and has remained so qualifed at
all times thereafter;
WHEREAS, the Fund was incorporated under the laws of the State of Maryland
on July 27, 1989; and
WHEREAS, the Fund desires to qualify as a foreign corporation under the
laws of the State of New York and the State of New Jersey, respectively, and
has requested ML&Co. to give its consent to the use of the name "Xxxxxxx Xxxxx"
in the Fund's corporate name.
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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" in its corporate name.
2. ML&Co. hereby consents to the qualification of the Fund as a
foreign corporation under the laws of the State of New York and the State of
New Jersey, respectively, with the words "Xxxxxxx Xxxxx" in its corporate 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" in the name of the Fund; 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" 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
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thereof in its name 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" 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 coporations 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.
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XXXXXXX XXXXX & CO., INC.
By __________________________________
Vice President
XXXXXXX XXXXX PRIME FUND, INC.
By __________________________________
President
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