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 GLOBAL HOLDINGS FUND, INC., a Maryland corporation (the
"Corporation").
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, the Corporation was incorporated under the laws of the State of
Maryland on March 7, 1984, under the name "Xxxxxxx Xxxxx International Holdings,
Inc."; on November 1, 1993 the Corporation commenced doing business under the
name "Xxxxxxx Xxxxx Global Holdings" and on October 21, 1994, changed its name
to "Xxxxxxx Xxxxx Global Holdings, Inc.," and on April 1, 2000 changed its name
to "Mercury Global Holdings, Inc."; 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;
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.
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
1
"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
Corporation; 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 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 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 Mercury without the written consent
of Mercury.
6. Regardless of whether the Corporation should hereafter change its name
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
or to that to which the Corporation 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 the Corporation'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 matter hereof and supersedes all prior agreements,
arrangements and understandings, whether written or oral, with respect thereto.
2
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: _____________________________
Title:
MERCURY ASSET MANAGEMENT GROUP
LTD.
By: _____________________________
Title:
MERCURY GLOBAL HOLDINGS FUND, INC.
By: _____________________________
Title:
3
