EXHIBIT 8(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of ___________ ___, 2000 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 U.S. HIGH YIELD FUND, INC., a Maryland corporation (the
"Fund").
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 name at all
times thereafter;
WHEREAS, the Fund was incorporated under the laws of the State of Maryland
on ________________, 2000; and
WHEREAS, the Fund 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;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Mercury and the Fund hereby agree as follows:
1. Mercury hereby grants the Fund a non-exclusive license to use the word
"Mercury" or the words "Mercury Asset Management" in its corporate name.
2. Mercury hereby consents to the qualification of the Fund 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 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 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 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 Fund shall be necessary;
but, if required by an applicable law of any state, the Fund will forthwith
grant all requisite consents.
5. The Fund will not grant to any other company the right to use a name
similar to that of the Fund or Mercury without the written consent of Mercury.
6. Regardless of whether the Fund should hereafter change its name and
eliminate the word "Mercury," the words "Mercury Asset Management" or any
variation thereof from such name, the Fund 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 Fund or to that to
which the Fund 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 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 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 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.
MERCURY ASSET MANAGEMENT
INTERNATIONAL LTD.
By: _____________________________
Name:
Title:
MERCURY ASSET MANAGEMENT GROUP LTD.
By: _____________________________
Name:
Title:
MERCURY U.S. HIGH YIELD FUND, INC.
By: _____________________________
Name:
Title:
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