Exhibit 8D
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of ________, 2000 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 THE ASSET PROGRAM, INC., a Maryland corporation (the
"Corporation"), on its own behalf and its constituents Mercury Growth
Opportunity Fund and Mercury U.S. Government Bond Fund (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 May 12, 1994; and
WHEREAS, the Corporation desires to continue 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 the name of the Funds;
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 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 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 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 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 Funds or Mercury without the written consent of
Mercury.
6. Regardless of whether 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 Funds or to
that to which 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.
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:
THE ASSET BUILDER PROGRAM, INC.
By: _____________________________
Title:
3
