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EXHIBIT 8(d)
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 ASSET MANAGEMENT FUNDS, INC., a Maryland
corporation (the "Corporation"), on its own behalf and on behalf of its
currently existing series, and on behalf of each series of the Corporation that
may be formed in the future (the "Funds").
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, the Corporation was incorporated under the laws of the State
of Maryland on April 24, 1998; and
WHEREAS, the Corporation desires to qualify as a foreign corporation
under the laws of the State of New York and has requested Mercury to give its
consent to the use of the word "Mercury" or the words "Mercury Asset
Management" in its name and in the name of each Fund;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Mercury and the Corporation hereby agree as follows:
1. Mercury hereby grants the Corporation a non-exclusive license
to use the word "Mercury" or the words "Mercury Asset Management" in its
corporate name and in the name of the Funds.
2. Mercury hereby consents to the qualification of the
Corporation as a foreign corporation under the laws of the State of New York
with the word "Mercury" or the words "Mercury Asset Management" in its
corporate name and in the name of the Funds 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 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
Corporation and of the Funds; and, as soon as practicable after receipt by the
Corporation of written notice of the withdrawal of such non-exclusive license,
and in no event later than ninety days thereafter, the Corporation will change
its name and the name of the Funds so that
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such names will not thereafter include the word "Mercury," the words "Mercury
Asset Management" or any variation thereof.
4. 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 the Corporation
shall be necessary; but, if required by an applicable law of any state, the
Corporation will forthwith grant all requisite consents.
5. The Corporation will not grant to any other company the right
to use a name similar to that of the Corporation or the Funds or Mercury
without the written consent of Mercury.
6. Regardless of whether the Corporation and/or the Funds should
hereafter change their names and eliminate the word "Mercury," the words
"Mercury Asset Management" or any variation thereof from such names, the
Corporation 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 the Corporation and/or the Funds or to that to which
the Corporation and/or the Funds may change their names 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 the Corporation
agrees to give and execute 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. This Agreement constitutes the entire agreement of the
parties with respect to the subject
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matter hereof and supersedes all prior agreements, arrangements and
understandings, whether written or oral, with respect thereto.
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 ASSET MANAGEMENT FUNDS, INC.
By:
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Title:
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