EX-99.B(9)(b)
LICENSE AGREEMENT
THIS LICENSE AGREEMENT made as of the ___ day of _______________, 1990, by
and between ALEX. XXXXX INCORPORATED, a Maryland corporation ("Licensor"), and
MANAGED MUNICIPAL 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 for the Flag Investors class
by its shares (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 Flag Investors class of Licensee's 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 Managed Municipal 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" or 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 or 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, as amended which contains any
reference to or uses the name "Flag Investors" or the Flag Logo without the
prior approval of Licensor 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 for the Shares, Licensee:
(a) As promptly as practicable, will take all
necessary director or shareholder action to cause
its Articles of Incorporation to be amended to
accomplish a change of the name of Licensee's
class of Shares 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 or logo 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 an
officer, and the Licensee has caused this Agreement to be executed by a duly
authorized officer and its said affixed hereto and attested by its Secretary as
of the day and year first herein written.
ATTEST: ALEX. XXXXX INCORPORATED
_________________________________ ___________________________________
ATTEST: MANAGED MUNICIPAL FUND, INC.
_________________________________ ___________________________________
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