Exhibit 99. (d)(5)
(Form of) FEE WAIVER AGREEMENT
This FEE WAIVER AGREEMENT is made as of the ___ day of ___, 2002 by and
between FLAG INVESTORS COMMUNICATIONS FUND, INC., a Maryland corporation (the
"Fund") and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC"),
with respect to the following:
WHEREAS, ICCC serves as the Fund's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated September 1, 2000, and the
Fund's Administrator (the "Administrator") pursuant to a Master Services
Agreement dated September 1, 2000, as amended July 6, 2001 (collectively, the
"Agreements").
NOW, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. ICCC, in its capacity as the Fund's Advisor and Administrator,
agrees to waive its fees equal to 0.15% of the Fund's average
daily net assets, as may be amended from time to time, for the
period May 1, 2002 through April 30, 2003. For the purposes of
this Agreement, ordinary operating expenses for a Fund generally
consist of costs not specifically borne by the Advisor,
Administrator or the Fund's principal underwriter, including
investment advisory fees, administration and services fees, fees
for necessary professional services, amortization of
organizational expenses and costs associated with regulatory
compliance and maintaining legal existence and shareholder
relations, but excluding: (a) transactions costs (such as
brokerage commissions and dealer and underwriter spreads); (b)
interest charges on fund borrowings; (c) taxes; (d) litigation
and indemnification costs; and (e) extraordinary expenses.
Extraordinary expenses are those that are unusual or expected to
recur only infrequently, including, but not limited to (i)
expenses of the reorganization, restructuring or merger of the
Fund or class or the acquisition of all or substantially all of
the assets of another fund or class; (ii) expenses of holding,
and soliciting proxies for, a meeting of shareholders of the Fund
or class (except to the extent relating to routine items such as
the election of trustees or the approval of independent public
accountants); and (iii) expenses of converting to a new
custodian, transfer agent or other service provider.
2. This Agreement shall be effective as to the Fund after this
Agreement shall have been approved by the Board of Directors of
the Fund and, unless sooner terminated as provided herein, shall
continue in effect as to the Fund for the stated period and may
be extended for another period, provided such continuance is
specifically approved at least annually by the vote of a majority
of the Board of Directors of the Fund. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the Fund.
3. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a
term or provision of the Investment Company Act of 1940, as
amended (the "1940 Act") shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission ("SEC") issued
pursuant to said Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such
rule, regulation or order. Otherwise the provisions of this
Agreement shall be interpreted in accordance with the laws of
Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
FLAG INVESTORS COMMUNICATIONS
FUND, INC.
Attest: By:
---------------------------- ------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
The Fund's Advisor
Attest: By:
---------------------------- ------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
INVESTMENT COMPANY CAPITAL CORP.
The Fund's Administrator
Attest: By:
---------------------------- ------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
