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EXHIBIT 9(b)
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Agreement
This Agreement dated May 9, 1969, between Hardware Mutual Casualty
Company, a Wisconsin insurance corporation ("Hardware"), and Sentry Fund, Inc.,
a Maryland corporation ("Fund");
Witnesseth that:
Whereas, The Sentry Corporation, an affiliate of Hardware, has caused
the Fund to be organized for the purpose of engaging in business as a
diversified open-end management investment company; and
Whereas, it is anticipated that Sentry Investment Management, Inc.,
("Management Company"), a subsidiary of The Sentry Corporation, is to serve as
investment advisor for the Fund pursuant to an investment advisory agreement
with the Fund; and
Whereas, Hardware is the owner of the service xxxx Sentry and the
service xxxx comprising a minuteman design, covered by Registration Numbers
731654 and 742763, respectively, on the Principal Register of the United States
Patent Office, for underwriting all types of insurance; and
Whereas, said marks have been used for a number of years by Hardware,
by The Sentry Corporation, and various other companies in the Sentry group of
companies, and the xxxx Sentry has been used in the corporate name of the Fund,
and it and the minuteman design will be used by the Fund in advertising, signs,
labels, stationery, printed forms and the like, all with the consent of
Hardware; and
Whereas, the parties hereto desire to enter into this agreement for
the purpose of setting forth the terms and conditions upon which they have
agreed for continued use by the Fund of the name Sentry and the minuteman
design;
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Now, therefore, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Hardware hereby consents to use by the Fund in its corporate
name of the word Sentry and to the use by the Fund of the word
Sentry and the Minuteman design in its advertising and other
printed matter of the Minuteman design.
2. The Fund agrees that its use of the word Sentry and of the
minuteman design shall not prevent Hardware, its successors or
assigns, or any company to which Hardware has granted the
right and license to use such service marks from using or
permitting the use of the word Sentry and of the minuteman
design, alone or with any word or words, for, by, or in
connection with any other entity or business, other than the
Fund or its business, whether or not the same directly or
indirectly competes or conflicts with the Fund or its
business.
3. Notwithstanding the provisions of paragraph 1 above, it is
agreed that all proprietary interest in said service marks
shall remain exclusively the property of Hardware, and control
of their usage shall remain with Hardware, and at the written
request of Hardware, its successors or assigns, delivered to
the Fund at its registered office in Stevens Point, Wisconsin,
or if none, at its principal office in Maryland, the Fund
shall forthwith stop using the said service marks or the Fund
may continue such use only in accordance with provisions
contained in such request.
4. Not in limitation of the provisions of paragraph 3 above, if
the Management Company shall cease to act as investment
advisor for the Fund or shall cease to be controlled by or
under common control
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with either Hardware or The Sentry Corporation, or if the Fund
shall not have in effect an investment advisory agreement with
The Sentry Corporation or another corporation controlling,
controlled by or under common control with The Sentry
Corporation, then the right of the Fund to the use of the
service marks Sentry and the minuteman design shall terminate
and the Fund shall take appropriate steps to change its
corporate name and to terminate use of said service marks in
connection with its business.
5. The provisions of this agreement are binding upon the parties,
their directors, officers, stockholders, creditors, successors
or assigns, and all other persons claiming under or through
them.
In witness whereof, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
Hardware Mutual Casualty Company
By /s/ Xxxx X. Xxxxxx, President
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Xxxx X. Xxxxxx, President
Sentry Fund, Inc.
By /s/ Xxxxxx X. Xxxxx, President
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Xxxxxx X. Xxxxx, President
