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MASTER LICENSE AGREEMENT
THIS LICENSE AGREEMENT made as of this 1st day of September, 2000, by
and between Deutsche Banc Alex. Brown, LLC, a Maryland corporation ("Licensor"),
and each Licensee listed in Appendix A. Each Licensee is a Maryland corporation,
except Flag Investors Portfolios Trust which is a New York business trust.
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 each Licensee's prospectus (the "Flag Logo"),
which interests are recognized by each Licensee; and
WHEREAS, Licensor wishes to permit use of the name "Flag Investors" and
the Flag Logo by each Licensee, 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. Each Licensee acknowledges that it adopted its corporate name and
logo through the permission of Licensor which consents to the non-exclusive use
by each Licensee of the name listed in Appendix A and the Flag Logo only as long
as Deutsche Banc Alex. Brown, LLC or its affiliates serve as each Licensee's
investment advisor.
2. Each 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 each Licensee, to use the name "Flag Investors" or the Flag Logo.
3. Each 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 each 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. Each 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
references to or uses the name "Flag Investors" or the Flag Logo without the
prior approval of the Licensor and shall submit, as requested, all such
materials in draft form, allowing sufficient time for review by Licensor and its
counsel prior to any deadline for printing.
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5. If Deutsche Banc Alex. Brown, LLC or its affiliates or any successor
to its business shall cease to serve as each Licensee's investment advisor, each
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 fund'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, mark or logotype derived from it or similar to it or
indicating that each Fund is advised, administered or distributed
by or otherwise associated with Licensor or Deutsche Banc Alex.
Brown, LLC.
6. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns, including any successors to the business nor
or thereafter conducted by them.
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IN WITNESS WHEREOF, Licensor and each Licensee have each caused this
Agreement to be executed by a duly authorized officer and to have its seal
affixed hereto and to be attested by its Secretary as of the day and year first
herein written.
ATTEST: DEUTSCHE BANC ALEX. BROWN, LLC
/s/ Savonne Ferguson /s/ Tim Schweizer
-------------------- -----------------
Savonne Ferguson By: Tim Schweizer
Title:
/s/ Gary V. Fearnow
-------------------
By: Gary V. Fearnow
Title:
ATTEST: FLAG INVESTORS COMMUNICATIONS
FUND, INC., FLAG INVESTORS SERIES
FUNDS, INC., FLAG INVESTORS
EMERGING GROWTH FUND, INC.,
FLAG INVESTORS EQUITY PARTNERS
FUND, INC., FLAG INVESTORS REAL
ESTATE SECURITIES FUND, INC., FLAG
INVESTORS SHORT-INTERMEDIATE
INCOME FUND, INC., FLAG INVESTORS
VALUE BUILDER FUND, INC., FLAG
INVESTORS FUNDS, INC., FLAG
INVESTORS PORTFOLIOS TRUST
/s/ Savonne Ferguson /s/ Amy M. Olmert
-------------------- -----------------
Savonne Ferguson By: Amy M. Olmert
Title: Secretary
ATTEST: ISI TOTAL RETURN U.S. TREASURY
FUND, INC. on behalf FLAG INVESTORS
TOTAL RETURN U.S. TREASURY FUND
CLASS A SHARES and ISI MANAGED
MUNICIPAL FUND, INC. on behalf of
FLAG INVESTORS MANAGED
MUNICIPAL FUND CLASS A SHARES
/s/ Savonne Ferguson /s/ Edward J, Veilleux
-------------------- ----------------------
Savonne Ferguson By: Edward J. Veilleux
Title: Vice President
<PAGE>
APPENDIX A
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC. on behalf of
FLAG INVESTORS INTERNATIONAL EQUITY FUND and
FLAG INVESTORS GROWTH OPPORTUNITY FUND
FLAG INVESTORS EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
FLAG INVESTORS REAL ESTATE SECURITIES FUND, INC.
FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
FLAG INVESTORS FUNDS, INC. on behalf of
FLAG INVESTORS TOP 50 WORLD
FLAG INVESTORS TOP 50 EUROPE
FLAG INVESTORS TOP 50 ASIA
FLAG INVESTORS TOP 50 US
FLAG INVESTORS EUROPEAN MID-CAP
FLAG INVESTORS JAPANESE EQUITY
FLAG INVESTORS PORTFOLIOS TRUST on behalf of
TOP 50 WORLD PORTFOLIO
TOP 50 EUROPE PORTFOLIO
TOP 50 ASIA PORTFOLIO
TOP 50 US PORTFOLIO
PROVESTA PORTFOLIO
JAPANESE EQUITY PORTFOLIO
US MONEY MARKET PORTFOLIO
COMMUNICATIONS PORTFOLIO
ISI TOTAL RETURN U.S. TREASURY FUND, INC. on behalf of
FLAG INVESTORS TOTAL RETURN U.S. TREASURY FUND CLASS A SHARES
ISI MANAGED MUNICIPAL FUND, INC. on behalf of
FLAG INVESTORS MANAGED MUNICIPAL FUND CLASS A SHARES
