Exhibit 8(d)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of _______ by and between FUND ASSET MANAGEMENT,
L.P., a Delaware limited partnership (" FAM") and MERCURY INDEX 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").
WITNESSETH:
WHEREAS, FAM has all of the requisite rights in and to the name "Mercury"
in order to enable FAM to license such name; and
WHEREAS, the Corporation desires to qualify as a foreign corporation under
the laws of the States of New York, New Jersey and any other state that the
Corporation, in its sole discretion, may from time to time deem to be necessary
or in its best interest; and
WHEREAS, the Corporation has requested FAM to give its consent to the use
of the word "Mercury" in its name and in the name of each Fund;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, FAM and the Corporation hereby agree as follows:
1. FAM hereby grants to the Corporation a non-exclusive license to use the
word "Mercury" in its corporate name and in the name of the Funds. Such license
shall be perpetual unless terminated in accordance with Section 3 hereof.
2. FAM hereby consents to the qualification of the Corporation as a foreign
corporation under the laws of the States of New York, New Jersey and any other
state that the Corporation, in its sole discretion, may from time to time deem
to be necessary or in its best interest with the word
"Mercury" 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
filings.
3. The non-exclusive license hereinabove referred to has been given and is
given by FAM 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"
in the names of the Corporation and of the Funds; and, the Corporation covenants
that 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 such names will not thereafter include the word "Mercury" or any
variation thereof.
4. FAM 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" or variations thereof in its name and no consent or permission of
the Corporation shall be necessary; provided that, if required by any applicable
law of any state, the Corporation agrees to forthwith grant all such requisite
consents.
5. The Corporation shall not grant to any other person, company or entity
the right to use a name similar to that of the Corporation or the Funds or
Mercury without the prior written consent of FAM.
6. Regardless of whether the Corporation and/or the Funds should hereafter
change their names and eliminate the word "Mercury" or any variation thereof
from such names, the Corporation hereby (i)grants to Mercury the right (a)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 such names as the names of the Corporation and/or the Funds may be
changed in the future and by, own all or any portion of the shares of such other
corporations or associations
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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. The Corporation agrees that any breach of the covenants contained in
Section 3 of this Agreement would irreparably injure FAM. Accordingly, the
Corporation agrees that FAM, in addition to pursuing any other remedies it may
have in law or in equity, may obtain an injunction against the Corporation from
any court having jurisdiction over the matter restraining any violation of any
such covenant. The Corporation confirms that the provisions in this Section 7
are contained herein for purposes of clarity only, and FAM would be entitled to
exercise the rights contained herein regardless of their recitation herein.
8. 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. This Agreement may be executed by the
parties hereto on any number of counterparts, all of which together shall
constitute one and the same instrument.
FUND ASSET MANAGEMENT, L. P.
By: PRINCETON SERVICES, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and Director
MERCURY INDEX FUNDS, INC.,
on behalf of itself and each Fund
By: /s/ Xxxxxx X. Xxxxx
------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
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