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 LARGE CAP SERIES 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").
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 October 29, 1999; 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 and in the name of each Fund;
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 and in the name of the Funds.
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
"Mercury Asset Management" 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 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 names of the
Corporation and of the Funds; 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 and the name of the Funds so that such names 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 the Funds or Mercury without
the written consent of Mercury.
6. Regardless of whether the Corporation and/or the Funds should
hereafter change their names 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 and/or the Funds or to that to which
the Corporation and/or the Funds 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 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. 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:_____________________________
Title:
MERCURY ASSET MANAGEMENT GROUP LTD.
By:_____________________________
Title:
MERCURY LARGE CAP SERIES FUNDS, INC.
By:_____________________________
Title:
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