Exhibit 99.d(3)
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
AMENDMENT TO SUB-ADVISORY AGREEMENT
This Amendment is made May 1, 2002 between FLAG INVESTORS EQUITY
PARTNERS 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 EQUITY PARTNERS 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:
Paragraph One of Section 8. Compensation. is amended to add the following
sentence at the end of the paragraph:
Fees payable to the Sub-Advisor by the Advisor will be reduced
to an annual rate of 30 basis points of the aggregate net assets
of the Flag Investors Communications Fund, Flag Investors Equity
Partners Fund and Flag Investors Value Builder Fund that exceed
$3.75 billion.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above
[SEAL] FLAG INVESTORS EQUITY PARTNERS FUND, INC.
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Secretary
[SEAL] INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
[SEAL] ALEX. XXXXX INVESTMENT MANAGEMENT
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and Principal
