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EXHIBIT 8(b)
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, Princeton Funds Distributor, Inc. was originally incorporated
under the laws of the State of Delaware on February 28, 1969 and changed its
name to Princeton Funds Distributor, Inc. on July 21, 1998; and
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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.
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
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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. 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:
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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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