LICENSE AGREEMENT
This Agreement, effective as of the 1st day of October 2005, by and between
Ameriprise Financial, Inc. (hereinafter called "Licensor"), a corporation
organized and existing under the laws of the State of Delaware, whose principal
place of business is located at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, and each of the Corporations and Trusts listed in Schedule A
(individually called "Licensee," and collectively the "Licensees"), whose
principal place of business is located at 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx
0000, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000;
WHEREAS, Licensor is the licensor of the trade names, trademarks and service
marks ("Marks") and any corresponding registrations and applications thereof
listed on Schedule B; and
WHEREAS, each Licensee wishes to use certain of Licensor's Marks;
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, the parties agree as follows:
1. GRANT OF LICENSE
Licensor grants to each Licensee a limited, nonexclusive, nontransferable
license to use the Marks solely, as a component of the name of each respective
fund listed in Schedule A, in the name of any series of related shares, and in
connection with advertising or other communications regarding Licensees' funds;
and each Licensee accepts the license subject to Licensor's right to add to or
delete from Schedule B upon thirty (30) days written notice, as well as the
following terms and conditions.
2. LICENSORSHIP OF MARKS
As between the parties, each Licensee acknowledges and agrees that the Marks are
owned by Licensor, and agrees that it will do nothing inconsistent with such
ownership, and agrees to assist Licensor in recording this Agreement with
appropriate government authorities. Each Licensee agrees that nothing in this
license shall give Licensee any right, title or interest in the Marks other than
the right to use the Marks in accordance with this license.
3. QUALITY STANDARDS
The Licensor and each Licensee agree that in the conduct of its respective
business and activities and its rendering of services under such marks it shall
adhere to the highest ethical and business standards in the mutual funds field
and shall do nothing to bring disrepute to, nor to in any manner damage, the
Marks listed on Schedule B, nor any associated good will.
4. FORM OF USE
Each Licensee agrees to use the Marks only in the form and manner and with
appropriate
legends as prescribed from time to time by Licensor, and not to use any other
trademark or service xxxx in combination with any of the Marks without prior
written approval of Licensor.
5. TERMINATION
Licensor shall have the right to terminate this Agreement on ninety (90) days
written notice to a Licensee.
6. EFFECT OF TERMINATION
Upon termination of this Agreement, each Licensee will be entitled to continue
using the Marks until it has obtained shareholder approval to change its
corporate name, but in no event shall continued use exceed ninety (90) days
after termination of this Agreement. After such time, Licensee will cooperate
with Licensor or its appointed agent to apply to the appropriate authorities to
cancel recording of this Agreement from all government records, and to destroy
or supplement all printed materials bearing any of the Marks. Licensee agrees
that all rights in the Marks and the goodwill connected therewith shall remain
the property of Licensor.
7. INTERPRETATION OF AGREEMENT
It is agreed that this Agreement may be interpreted according to the laws of the
State of Minnesota, United States of America.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
LICENSOR: LICENSEES:
Ameriprise Financial, Inc.
200 Ameriprise Financial Center AXP Dimensions Series, Inc.
Xxxxxxxxxxx, Xxxxxxxxx 00000 AXP Growth Series, Inc.
AXP Variable Portfolio - Investment Series, Inc.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Executive Vice President
Chief Marketing Officer
By: /s/ Xxxxxx X. Xxx
--------------------------------
Xxxxxx X. Xxx
Vice President and General Counsel
SCHEDULE A
FUND NAMES
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Retail Funds:
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AXP Dimensions Series, Inc.
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AXP Growth Series, Inc.
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Variable Portfolio Funds:
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AXP Variable Portfolio - Investment Series, Inc.
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SCHEDULE B
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Trademarks & Service Marks Registration No.
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NEW DIMENSIONS FUND 2,327,973
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