ITEM 77Q1(E)
FORM OF XXXXXXX FLAG INVESTORS EQUITY PARTNERS FUND, INC.
AMENDMENT TO SUB-ADVISORY AGREEMENT
This amendment to the Sub-Advisory Agreement is made effective
this ______ day of _______, 2003 by and among Xxxxxxx Flag Investors
Equity Partners Fund, Inc., a Maryland corporation (formerly known as
Flag Investors Equity Partners Fund, Inc.) (the "Company," and each
series of the Company, a "Fund"), Investment Company Capital Corp., a
Maryland corporation (the "Advisor") and Alex. Xxxxx Investment
Management, a Maryland limited partnership (the "Subadvisor").
WHEREAS, Advisor and Subadvisor entered into that certain Sub-
Advisory Agreement dated June 4, 1999 (the "Agreement"), setting forth
the terms and conditions under which Advisor has engaged Subadvisor to
provide subadvisory services with respect to the Company;
WHEREAS, Advisor or its affiliates may, from time to time,
engage other subadvisors to advise series of the Company (or portions
thereof) or other registered investment companies (or series or
portions thereof) that may be deemed to be under common control (each a
"Subadvised Fund"); and
WHEREAS, Advisor and Subadvisor desire to amend the Agreement
to the extent required to rely on certain exemptive rules under the
Investment Company Act of 1940, as amended, that permit certain
transactions with a subadvisor or its affiliates (the "Rules").
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is acknowledged, the parties hereby amend the
Agreement as follows:
1. The Agreement is supplemented to add the following
provision:
Subadvisor agrees that it will not consult with any other
subadvisor engaged by Advisor with respect to transactions in
securities or other assets concerning a Fund or another Subadvised
Fund, except to the extent permitted by the Rules.
2. No changes to the Agreement are intended by the parties
other than the changes reflected in Section 1 of this Amendment, and
all other provisions of the Agreement are hereby confirmed.
IN WITNESS THEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers effective as
of the date first written above.
Xxxxxxx Flag Investors Equity Partners Fund, Inc.
By: _____________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
Investment Company Capital Corp.
Alex. Xxxxx Investment ManagementBy:
By: Name: Xxxxxxx X. Xxxx
Title: PresidentName: Xxxxx X. Xxxxxxx
Title: Vice President and Principal
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