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EXHIBIT 8(c)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of __________________________ by and between MERCURY
ASSET MANAGEMENT INTERNATIONAL LTD., a corporation organized under the laws of
England and Wales ("Mercury International") and MERCURY ASSET MANAGEMENT GROUP
LTD., a corporation organized under the laws of England and Wales ("Mercury
Group") (Mercury International and Mercury Group are hereinafter together
referred to as "Mercury") and MERCURY FUNDS DISTRIBUTOR (the "division") a
division of PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation ("MFD").
W I T N E S S E T H :
WHEREAS, Mercury International was originally incorporated under the
laws of England and Wales on March 12, 1981 under the name "Eighty-Ninth Shelf
Trading Company Limited", changed on May 20, 1981 to "Aetna Warburg Investment
Management Limited," which changed on October 1, 1981 to "Warburg Investment
Management International Ltd." and on July 27, 1995 it changed to "Mercury
Asset Management International Ltd." and Mercury Group was incorporated under
the laws of England and Wales on March 12, 1981 under the corporate name
"Warburg Investment Management Ltd" which was changed on April 14, 1986 to
"Mercury Warburg Investment Management Ltd," changed on October 1, 1986 to
"Mercury Asset Management Holdings Ltd." on March 3, 1987 to Mercury Asset
Management plc" and was reregistered as a private limited company under the
name "Mercury Asset Management Group Ltd" on March 9, 1998, and have used such
names at all times thereafter;
WHEREAS, [Mercury International was duly qualified as a foreign
corporation under the laws of the State of New York on ____________ and Mercury
Group was duly qualified as a foreign
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corporation under the laws of the State of New York on ______________] and have
remained so qualified at all times thereafter;
WHEREAS, MFD was incorporated under the laws of the State of Delaware
on ______; and
WHEREAS, MFD has requested Mercury to give its consent to the use of
the word "Mercury" or the words "Mercury Asset Management" in the name of the
division;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Mercury and MFD hereby agree as follows:
1. Mercury hereby grants MFD a non-exclusive license to use the
word "Mercury" or the words "Mercury Asset Management" in the name of the
division;
2. The non-exclusive license hereinabove referred to has been
given and is given by Mercury 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 word "Mercury" or the words "Mercury Asset Management" in the names of the
division; and, as soon as practicable after receipt by MFD of written notice of
the withdrawal of such non-exclusive license, and in no event later than ninety
days thereafter, MFD will change the name of the division so that such name
will not thereafter include the word "Mercury," the words "Mercury Asset
Management" or any variation thereof.
3. Mercury reserves and shall have the right to grant to any
other company, including without limitation any other investment company, the
right to use the word "Mercury," the words "Mercury Asset Management" or
variations thereof in its name and no consent or permission of MFD shall be
necessary; but, if required by an applicable law of any state, MFD will
forthwith grant all requisite consents.
4. MFD will not grant to any other company the right to use a
name similar to that of MFD or the Funds or Mercury without the written consent
of Mercury.
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5. Regardless of whether MFD should hereafter change the name of
the division and eliminate the word "Mercury," the words "Mercury Asset
Management" or any variation thereof from such name, MFD hereby grants to
Mercury the right to cause the incorporation of other corporations or the
organization of voluntary associations which may have names similar to that of
MFD or to that to which MFD may change its name 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 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 MFD agrees to give and execute
such formal consents or agreements as may be necessary in connection therewith.
6. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MERCURY ASSET MANAGEMENT INTERNATIONAL
LTD.
By:
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Title:
MERCURY ASSET MANAGEMENT GROUP LTD.
By:
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Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.,
By:
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Title:
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