Agreement Respecting names
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This Agreement is made as of the 1st day of October, 1995, by and
between Xxxxx Selected Advisers, L.P., f/k/a Selected/Venture Advisers, L.P., a
Colorado limited partnership, with its principal offices located at 000 Xxxx
Xxxxx Xxxxxx, Xxxxx Xx, XX ("DSA") and Xxxxx New York Venture Fund, Inc., f/k/a
New York Venture Fund, Inc., a Maryland corporation with its principal offices
located at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xx, XX ("DNYVF" or the "Fund").
WHEREAS, DSA is the owner of the trade name and service xxxx and all
applications and registrations thereof known and identified as "XXXXX SELECTED
ADVISERS, L.P. (the "Adviser Name")";
WHEREAS, prior to the date hereof, the name of DNYVF was Xxxxx New York
Venture Fund, Inc.;
WHEREAS, DNYVF is the owner of the name Xxxxx New York Venture Fund,
Inc. ("Fund Name");
WHEREAS, DNYVF is the owner of the name New York Venture Fund, Inc.
("Previous Fund Name");
WHEREAS, DSA is the investment adviser to DNYVF;
NOW THEREFORE in consideration of the foregoing and of the mutual
licenses and promises hereinafter set forth, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Ownership of the Adviser Name. Subject to the terms of this Agreement, DNYVF
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acknowledges DSA's exclusive right, title and interest in and to the Adviser
Name and any registration that has or may issue thereon, and will not do or
cause to be done any act or thing in any way contesting or impairing or tending
to impair any part of such title and interest. DNYVF shall not in any manner
represent that it has any ownership in the Adviser Name or registration thereof,
and DNYVF acknowledges that use of the Adviser Name shall not create in DNYVF's
favor any right, title or interest in or to the Adviser Name. All uses of the
Adviser Name by DNYVF shall inure to the benefit of DSA.
2. Ownership of DNYVF, Previous Fund, Series Names and Previous Series Names.
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(a) DSA acknowledges DNYVF's exclusive right, title and interest in and
to DNYVF Name, Previous Fund Name, Series Name and Previous Series Names and any
registration that has or may issue thereon, and will not do or cause to be done
any act or thing in any way contesting or impairing or tending to impair any
part of such title and
interest. All uses of DNYVF Name, Previous Fund Name, Series Names and Previous
Series Names by DSA shall inure to the benefit of DNYVF.
(b) During and after the term of this Agreement, in perpetuity, DSA or
a legal successor or entity which controls, is controlled by or is under common
control with, DSA, shall at no time advise, form, administer, act as the
principal underwriter of, sponsor, distribute, or be in the position of an
affiliated person (as defined in the Investment Company Act of 1940 (the "Act"))
to, without DNYVF's prior written consent, any investment company which uses in
its name or the name of any series, any word, name or xxxx which is the same as,
similar to or likely to be confusing with DNYVF Name, Previous Fund Name, Series
Names as listed on Exhibit A attached to this Agreement, or Previous Series
Names as listed on Exhibit B attached to this Agreement.
3. Future Names.
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(a) Unless it is otherwise agreed to by the parties, any name of a new
series issued by DNYVF after the date hereof shall be owned by DNYVF. The new
series names shall be referred to in this Agreement as "New Series Names."
(b) All terms and conditions provided for the Series Names under this
Agreement shall apply to any New Series Names.
4. Unauthorized Use.
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(a) DNYVF agrees to notify DSA of any allegations of any unauthorized
use of the Adviser Name by others which come to DNYVF's attention. DNYVF, at its
sole cost and expense, may take all action necessary in its own name and on
behalf of DSA to protect the Adviser Name from unauthorized use by others. If
required by law, DNYVF may name DSA as a party plaintiff to suits filed by DNYVF
under this paragraph. However, at its election, DSA may take and bring such
actions.
(b) DSA agrees to notify DNYVF of any allegations of any unauthorized
use of DNYVF Name, Previous Fund Name, any one of the Series Names, or any one
of the Previous Series Names by others which comes to DSA's attention. DSA, at
its sole cost and expense, may take all action necessary in its own name and on
behalf of DNYVF to protect DNYVF Name, Previous Fund Name, Series Names and
Previous Series Names from unauthorized use by others. If required by law, DSA
may name DNYVF as a party plaintiff to suits filed by DSA under this paragraph.
However, at its election, DNYVF may take and bring such actions.
5. Representation and Warranty. Each party represents and warrants to
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the other that such party has taken all required corporate action to authorize
the execution and performance of this Agreement.
6. Term.
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(a) This Agreement shall continue in full force and effect until the
date DSA or a legal successor or entity which controls, is controlled by or is
under common control with DSA, is no longer the investment adviser to DNYVF. At
such time this Agreement shall terminate.
(b) Upon the termination of this Agreement, DSA will, within a time
period that is practicable, change its name and the names of its series so that
DNYVF Name and the Series Names no longer contain the Xxxxx name.
7. No Joint Venture. Nothing herein contained shall be construed to
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create a partnership, joint venture, joint enterprise, joint arrangement or
profit sharing plan between the parties, and DNYVF shall have no power to
obligate or bind DSA in any manner whatsoever.
8. Governing Law. It is agreed that this Agreement shall be interpreted
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according to the laws of the State of New Mexico and the laws of the United
States of America.
9. Assignment. This Agreement shall not be assigned by either party
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without the other party's prior written consent.
10. Survival. Sections 1, 2 and 3 of this Agreement shall survive the
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termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first set forth above.
XXXXX SELECTED ADVISERS, X.X. XXXXX SERIES, INC.
By: Venture Advisers, Inc.
By: [signature of Xxxxxxx Xxxxxxx]
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By: [signature of Xxxx Xxxx] Its: [vice president]
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Its:[president]
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