LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of February ___, 2001 by and among XXXXXXX XXXXX
INVESTMENT MANAGERS INTERNATIONAL LIMITED, a corporation organized under the
laws of England and Wales and doing business as MERCURY ADVISORS ("Mercury
Advisors"), and MERCURY ASSET MANAGEMENT GROUP LTD., a corporation organized
under the laws of England and Wales ("Mercury Group") (Mercury Advisors and
Mercury Group are hereinafter together referred to as "Mercury"), and
XXXXXXXXXXX SELECT MANAGERS, a Massachusetts business trust (the "Fund"), on
behalf of Mercury Advisors S&P 500 Index Fund and Mercury Advisors Focus Growth
Fund, two separate series of the Fund (collectively, the "Series").
W I T N E S S E T H :
WHEREAS, Mercury Advisors 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." which changed on July 27, 1995 to "Mercury Asset
Management International Ltd." and which changed on June 30, 2000 to "Xxxxxxx
Xxxxx Investment Managers International Limited" and does business as "Mercury
Advisors," 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 organized as a Massachusetts business trust on
November 13, 2000; and
WHEREAS, the Fund has requested Mercury to give its consent to the use of
the word "Mercury" or the words "Mercury Advisors" in the names of the Series;
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, Mercury and the Fund, on behalf of the Series, hereby
agree as follows:
1. Mercury hereby grants the Fund a non-exclusive license to use the word
"Mercury" or the words "Mercury Advisors" in the names of the Series.
2. The non-exclusive license hereinabove referred to has been given and is
given by Mercury on the condition that it may withdraw the non-exclusive license
to the use of the word "Mercury" or the words "Mercury Advisors" in the names of
either or both of the Series in the event of any breach of any provision of this
Agreement or the termination of the Master-Feeder Participation Agreement by,
between and among FAM Distributors, Inc., the Fund, OppenheimerFunds, Inc. and
OppenheimerFunds Distirbutor, Inc., dated _____________, 2001; 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 the names of the Series so that such name will not
thereafter include the word "Mercury," the words "Mercury Advisors" or any
variation thereof.
3. Mercury reserves and shall have the right to grant to any other
company, voluntary association or entity, including without limitation any other
investment company, the right to use the word "Mercury," the words "Mercury
Advisors" or variations thereof in its name and no consent or permission of the
Fund shall be necessary; but, if required by an applicable state or federal law
or authority, the Fund will forthwith grant all requisite consents.
4. The Fund will not grant to any other company, voluntary association or
entity the right to use the word "Mercury" or the words "Mercury Advisors" or
any variation thereof in its name without the prior written consent of Mercury.
5. 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.
6. Mercury understands and agrees that the obligations of the Fund under this
Agreement are not binding upon any trustee or shareholder of the Fund or Series
personally, but bind only the Fund, but only with respect to the Series'
property. Mercury represents that it has notice of the provisions of the
Declaration of Trust of the Fund disclaiming trustee or shareholder liability
for acts or obligations of the Fund.
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.
XXXXXXX XXXXX INVESTMENT MANAGERS INTERNATIONAL
LIMITED, doing business as
MERCURY ADVISORS
By: _____________________________
Name:
Title:
MERCURY ASSET MANAGEMENT GROUP LTD.
By: _____________________________
Name:
Title:
OPPENHEIMER SELECT MANAGERS, ON BEHALF OF
MERCURY ADVISORS S&P 500 INDEX FUND AND MERCURY
ADVISORS FOCUS GROWTH FUND
By: _____________________________
Name:
Title
