EX-99.B(9)(b)
LICENSE AGREEMENT
THIS LICENSE AGREEMENT made as of the 15th day of June, 1988,
by and between ALEX. XXXXX INCORPORATED, a Maryland corporation ("Licensor"),
and TOTAL RETURN U.S. TREASURY FUND, INC., a Maryland Corporation ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor has a proprietary interest in the name "Flag
Investors" and in the logo used on the Licensee's prospectus (the "Flag Logo"),
which interests are recognized by Licensee; and
WHEREAS, Licensor wishes to permit use of the name "Flag
Investors" and the Flag Logo by Licensee for he Fund's Flag Investors Total
Return U.S. Treasury Fund Shares of its capital stock (the "Shares"), subject to
the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, it is hereby understood and agreed as follows:
1. Licensee acknowledges that it adopted its corporate name
and logo through the permission of Licensor which consents to the non-exclusive
use by the Licensee of the name "Flag Investors Total Return U.S. Treasury Fund
Shares: and the Flag Logo only so long as Alex. Xxxxx & Sons Incorporated serves
as the Licensee's distributor for the Shares.
2. Licensee recognizes that its right to use the name "Flag
Investors" and the Flag Logo is non-exclusive and that Licensor may from time to
time permit other entities, including entities engaged in the same or similar
business as the Licensee, to use the name "Flag Investors" and the Flag Logo.
3. Licensee covenants and agrees to protect, exonerate,
defend, indemnify and hold harmless Licensor, its partners, agents, officers and
employees from and against any and all costs, losses, claims, damages or
liabilities, joint or several, including all legal expenses, which may arise or
have arisen out of Licensee's use of misuse of the name "Flag Investors" or the
Flag Logo or out of any breach of or failure to comply with this Agreement.
4. Licensee shall not distribute or circulate any prospectus,
proxy statement, sales literature, promotional material or other printed matter
required to be filed with the Securities and Exchange Commission under Section
24(b) of the Investment Company Act of 1940 which contains any reference to or
uses the name "Flag Investors" or the Flag Logo without the prior approval of
Alex. Xxxxx Incorporated and shall submit all such materials in draft form,
allowing sufficient time for review by Licensor and its counsel prior to any
deadline for printing.
5. If Alex. Xxxxx & Sons Incorporated or any successor to its
business shall cease to serve as Licensee's distributor, Licensee:
(a) As promptly as practicable, will take all necessary
trustee or shareholder action to cause its Articles of
Incorporation to be amended to accomplish a change of the
trust's name and change of logo;
(b) Within 90 days after the termination of this agreement or
such similar contractual arrangement, shall cease to use
in any other manner, including but not limited to use in
any prospectus, sales literature or promotional material,
the name "Flag Investors" or any name, xxxx of logotype
derived from it or similar to it or indicating that the
Fund is advised, administered or distributed by or
otherwise associated with Licensor or Alex. Xxxxx & Sons
Incorporated.
6. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns, including any successors to the
business now or thereafter conducted by them.
IN WITNESS WHEREOF, Licensor has caused this Agreement to be
executed by a partner, and the Licensee has caused this Agreement to be executed
by its President and its seal affixed hereto and attested by its Secretary as of
the day and year first herein written.
WITNESS ALEX. XXXXX INCORPORATED
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxxxx
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ATTEST: TOTAL RETURN U.S. TREASURY
FUND, INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
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Vice President
