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EX-99. 9(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the day of 1989 by and
between XXXXXXX XXXXX & CO., INC. ("ML&Co."), a Delaware
corporation and XXXXXXX XXXXX ECONOMIC DEVELOPMENT 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 qualified at all times thereafter;
WHEREAS, the Fund was incorporated under the laws of the
State of Maryland on April 14, 1989; and
WHEREAS, the Fund 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 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
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
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.
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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&C0. 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 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 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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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
XXXXXXX XXXXX & Co., INC.
By
Vice President
XXXXXXX XXXXX ECONOMIC DEVELOPMENT FUND, INC.
By
President
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