EXHIBIT 8(d)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of August 13, 1999 by and between FUND ASSET MANAGEMENT,
L.P., a Delaware limited partnership ("FAM") and MERCURY QA EQUITY SERIES, 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 :
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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 was incorporated under the laws of the State of
Maryland on August 13, 1999 under the name Mercury Quantitative Series Fund,
Inc.; 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, from time to time may 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, from time to time may
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 FAM the right to
(a) cause the incorporation of other corporations or the
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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 to in the future and (b) 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, the Securities and Exchange Commission and the payment of a
reasonable amount to be determined at the time of use, and (ii) 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
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 in 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:
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Name:
Title:
MERCURY QA EQUITY SERIES, INC.
By:
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Name:
Title:
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