Exhibit(d)(5)
FORM OF FEE WAIVER AGREEMENT
This FEE WAIVER AGREEMENT is made as of the 1st day of May, 2004 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, 2004 through April 30, 2005. 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: /s/Xxxx Xxxxx By: /s/Xxxxx X. Xxxxxxxxx
---------------------------- ---------------------
Name: Xxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
INVESTMENT COMPANY CAPITAL CORP.
The Fund's Advisor
Attest: /s/Xxxx Xxxxx By: /s/Xxxxxxx X. Xxxx
----------------------- ---------------------
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
INVESTMENT COMPANY CAPITAL CORP.
The Fund's Administrator
Attest: /s/Xxxx Xxxxx By: /s/Xxxxxxx X. Xxxx
------------------------ ------------------------
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
