Exhibit 99.d.3
FLAG INVESTORS VALUE BUILDER FUND, INC.
AMENDMENT TO SUB-ADVISORY AGREEMENT
This Amendment is made September 1, 2000 between FLAG INVESTORS VALUE
BUILDER FUND, INC., a Maryland corporation (the "Fund"), INVESTMENT COMPANY
CAPITAL CORP., a Maryland corporation (the "Advisor") and ALEX. XXXXX INVESTMENT
MANAGEMENT, a limited partnership (the "Sub-Advisor"). This amendment will
revise the Sub-Advisory Agreement between FLAG INVESTORS VALUE BUILDER FUND,
INC., INVESTMENT COMPANY CAPITAL CORP. and ALEX. XXXXX INVESTMENT MANAGEMENT
dated June 4, 1999.
WHEREAS, the parties wish to amend the Sub-Advisory Agreement; and
NOW THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
Section 8. Compensation. is removed in its entirety and the attached shall be
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inserted in lieu thereof.
8. Compensation
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For the services to be rendered hereunder by the Sub-Advisor, the Advisor
shall pay to the Sub-Advisor monthly compensation equal to the sum of the
amounts determined by applying the following annual rates to the Fund's average
daily net assets: 0.65% of the first $50 million of the Fund's average daily net
assets, 0.50% of the Fund's average daily net assets in excess of $50 million
but not exceeding $200 million, and 0.40% of the Fund's average daily net assets
in excess of $200 million. Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued daily and the amounts of the
daily accruals paid monthly. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculations of the fees as set forth
above. Payment of the Sub-Advisor's compensation for the preceding month shall
be made as promptly as possible.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above
[SEAL] FLAG INVESTORS VALUE BUILDER FUND, INC.
By:/s/Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Secretary
[SEAL] INVESTMENT COMPANY CAPITAL CORP.
By:/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
[SEAL] ALEX. XXXXX INVESTMENT MANAGEMENT
By:/s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and Principal