INSTITUTIONAL DAILY ASSETS FUND
SUBSCRIPTION AGREEMENT
Bankers Trust Company
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
1. Pursuant to the undersigneds' (collectively, the "Subscriber")
securities lending agreement ("Lending Agreement") with Bankers Trust Company
("Bankers Trust"), Subscriber has granted authority to Bankers Trust to invest
on Subscriber's behalf, in accordance with Subscriber's instructions, cash
collateral received in connection with securities lending transactions.
Subscriber hereby appoints Bankers Trust as agent and attorney-in-fact with
specific authority to buy and sell shares of the Institutional Daily Assets Fund
(the "Fund"), an open-end investment company managed and administered by Bankers
Trust and privately placed by the Fund's placement agent ("Placement Agent").
2. Subscriber hereby gives Bankers Trust standing instructions (the
"Standing Instructions") to (i) invest its securities lending cash collateral in
shares of the Fund and (ii) redeem shares of the Fund as necessary in connection
with the Bankers Trust securities lending program.
3. Subscriber acknowledges that this subscription is conditioned upon
acceptance by Bankers Trust and the Fund's Placement Agent.
4. Subscriber covenants and agrees with Bankers Trust as follows:
(a) Subscriber authorizes Bankers Trust to record and hold shares of
the Fund in the name of Bankers Trust or its nominee as Subscriber's agent.
(b) Bankers Trust will distribute to Subscriber a monthly summary of
purchase and redemption transactions. Subscriber hereby waives its right to
receive a confirmation after each purchase or redemption transaction. This
waiver may be revoked at any time by written notice to Bankers Trust.
(c) Bankers Trust may receive certain fees for managing or providing
other services to the Fund, as set forth in the Fund's Confidential Private
Offering Memorandum as may be amended from time to time (the "Memorandum").
(d) These directions are continuing and shall remain in full force
and effect until revoked by Subscriber by a written notice addressed and mailed
to Bankers Trust Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 20th
Floor, Attn: Securities Lending Documentation Unit, and to the Placement Agent
at the address indicated on the last page of this Subscription Agreement but
such revocation shall not affect any liability of Subscriber in any way
resulting from any transaction initiated prior to receipt of such notice of
revocation and Bankers Trust's and the Placement Agent's noting such change in
instructions in the account.
5. Subscriber represents and warrants as follows:
(a) The Shares to be acquired under this Subscription Agreement are
being acquired by Subscriber for investment and not as a nominee or agent for
the benefit of any other person, and Subscriber has no current intention of
distributing, reselling or assigning the Shares.
(b) Subscriber has been furnished with, and has carefully read, the
Memorandum. Subscriber understands and agrees to the terms and conditions set
forth in the Memorandum, and acknowledges such terms are subject to change from
time to time. Subscriber's Standing Instructions, given to Bankers Trust
pursuant to this Subscription Agreement, will not become final until Subscriber
has been furnished with a definitive Memorandum.
(c) Subscriber understands that the Shares have not been registered
under the Securities Act of 1933, as amended (the "1933 Act"), or under the laws
of any jurisdiction, and that the Fund does not contemplate and is not under any
obligation to so register the Shares. Subscriber understands and agrees further
that its investment can only be liquidated through a request for redemption made
by the Subscriber, or by Bankers Trust on Subscriber's behalf.
(d) Subscriber, either alone or through Subscriber's shareholders or
advisors, is sophisticated, knowledgeable and experienced in financial, business
and investment matters, and, as a result, Subscriber is in a position to
evaluate the merits and risks of an investment in the Fund. To the extent deemed
appropriate by Subscriber, Subscriber has consulted its own advisers as to the
financial, tax, legal and related matters concerning investment in the Fund and
Subscriber has evaluated the risks of investing in the Fund and has determined
that such an investment is suitable for Subscriber.
(e) (i) Subscriber is not a foreign corporation, foreign
partnership, foreign trust or foreign estate for U.S. income tax purposes (as
those terms are defined in the U.S. Internal Revenue Code of 1986 and
regulations adopted pursuant thereto). Subscriber will promptly inform Bankers
Trust and the Placement Agent if its U.S. tax status changes.
(ii) If Subscriber is an "investment Company" (as such term is
defined pursuant to Section 3 of the Investment Company Act of 1940 ("xxx 0000
Xxx")) that has not registered with the Securities and Exchange Commission
("SEC") pursuant to Section 8 of the 1940 Act, then Subscriber is aware of the
provisions of Section 12(d)(1)(E)(iii)(bb) of the 1940 Act.
(f) To the full satisfaction of Subscriber, Subscriber has been
furnished with any and all materials Subscriber has reasonably requested
relating to the Fund or the offering of Shares, and Subscriber has been afforded
the opportunity to ask questions of the officers and employees of Bankers Trust
and the Placement Agent concerning the terms and conditions of the offering and
to obtain any additional information necessary to verify the accuracy of any
representations or information appearing in the Memorandum and, if requested,
the Fund's Confidential Statement of Additional Information (the "Statement").
(g) Subscriber has relied only on the Memorandum and, if requested,
the Statement and, if consulted, such persons mentioned in 5(d) above in
determining to invest in the Fund.
(h) The information provided by Subscriber herein is complete and
accurate as of the date hereof and may be relied upon by the Placement Agent and
Bankers Trust. Subscriber will notify the Placement Agent and Bankers Trust if
any representation, warranty or information becomes untrue and Subscriber will
promptly send to the Placement Agent and Bankers Trust written confirmation
thereof.
(i) Subscriber acknowledges that this Subscription Agreement
represents an arm's length arrangement among Bankers Trust, the Placement Agent
and Subscriber.
(j) Subscriber has full authority to invest all cash collateral
Subscriber receives in connection with its participation in Bankers Trust's
securities lending program, including authority to issue the Standing
Instructions to buy and sell Shares of the Fund. Subscriber has proper
authorization to direct investments of cash collateral.
(k) The representative of Subscriber who has signed this
Subscription Agreement is duly authorized to execute and deliver this
Subscription Agreement on behalf of Subscriber. This Subscription Agreement has
been duly executed by Subscriber and constitutes a valid and legally binding
agreement of Subscriber.
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6. Accredited Investor Status
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Note: The Fund offers and sells Shares only to purchasers who are
deemed to be "accredited investors" (as defined in Regulation
D under the 0000 Xxx) and who satisfy certain other
suitability standards.
PLEASE INITIAL ALL APPROPRIATE SPACES BELOW AND ON THE
FOLLOWING PAGES INDICATING THE BASIS UPON WHICH YOU MAY
QUALIFY TO PURCHASE SHARES. FAILING TO INITIAL ANY SPACE
APPLICABLE TO THE SUBSCRIBER MAY RESULT IN INSUFFICIENT
INFORMATION TO DETERMINE WHETHER THE SUBSCRIBER QUALIFIES TO
PURCHASE SHARES.
a. Subscriber certifies that it is an accredited investor
_______ because it is (i) a bank as defined in Section 3(a)(2)
Initial of the 1933 Act whether acting for its own account or
for the account of an accredited investor who is not a
natural person; (ii) a savings and loan association or
other institution specified in Section 3(a)(5)(A) of the
1933 Act whether acting for its own account or for the
account of an accredited investor who is not a natural
person; or (iii) an insurance company as defined in
Section 2(13) of the 0000 Xxx.
b. Subscriber certifies that it is an accredited investor
_______ because it is an investment company registered under the
Initial Investment Company Act of 1940, as amended (the "1940
Act") not formed for the specific purpose of investing
in the Fund.
c. Subscriber certifies that it is an accredited investor
_______ because it has total assets in excess of $5,000,000 AND
Initial (please initial 1, 2 or 3 below as applicable):
1. Subscriber certifies that it is: an organization
_______ described in section 501(c)(3) of the U.S. Internal
Initial Revenue Code of 1986, a corporation, a
Massachusetts or similar business trust, or a
partnership, not formed for the specific purpose of
investing in the Fund.
2. Subscriber certifies that it is a trust or bank
_______ collective trust and (i) the investment in the Fund
Initial is being directed by a sophisticated person and
(ii) was not formed for the purpose of investing in
the Fund.1
3. Subscriber certifies that it is (i) a plan
_______ established and maintained by a state, its
Initial political subdivisions or any agency or
instrumentality of a state or its political
subdivisions, for the benefit of its employees.
d. Subscriber certifies that it is an accredited investor
because it is an employee benefit plan within the
_______ meaning of the Employee Retirement Income Security Act
Initial of 1974, as amended, and (i) its investment decision is
made by a plan fiduciary2 as defined in Section 3(21) of
such Act or (ii) it has total assets in excess of
$5,000,000 or (iii) it is a self-directed plan, with
investment decisions made solely by persons that are
accredited investors.
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1 For purposes of this representation, a "sophisticated person" is a person who
has such knowledge and experience in financial and business matters that he or
she is capable of evaluating the merits and risks of the prospective investment
in the Fund.
2 For purposes of this representation, the term "plan fiduciary" means a bank,
savings and loan association, insurance company or registered investment
adviser.
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Please provide the following supplemental data:
a. Legal form of entity (corporation, trust, etc.):
CORPORATION
-----------
b. Jurisdiction of organization:
STATE OF MARYLAND
-----------------
7. Subscriber agrees that the representations, warranties and
agreements included in this Subscription Agreement will be deemed restated and
reaffirmed whenever shares of the Fund are purchased pursuant to the Standing
Instructions.
8. Subscriber understands that the information provided herein will be
relied upon by the Fund, Bankers Trust and the Placement Agent for the purpose
of determining the eligibility of Subscriber to invest in the Fund. Subscriber
agrees to indemnify and hold harmless Bankers Trust and the Placement Agent and
each other person, if any, who controls or is controlled by any of them, within
the meaning of Section 15 of the 1933 Act (collectively "Indemnitees"), against
any and all loss, liability, claim, damage and expense whatsoever (i) arising
out of or based upon any false representation or warranty contained herein or
any breach of any agreement contained herein including, but not limited to, the
representations, warranties and agreements Subscriber will be deemed to have
made under this Subscription Agreement, whenever Subscriber purchases additional
shares of the Fund or in any other document furnished by Subscriber to any of
the Indemnitees in connection with any transaction to which this Subscription
Agreement relates or (ii) in the event that claims are brought against Bankers
Trust and/or the Placement Agent that Subscriber was not authorized to invest in
the Fund.
9. Subscriber agrees that in no event will the Memorandum and, if
requested, the Statement be duplicated or transmitted to anyone other than the
prospective investor to whom they were directed by written communication of the
Fund.
10. This Subscription Agreement will be construed in accordance with,
and governed in all respects by, the laws of the State of New York.
11. Subscriber understands that shares of the Fund are not deposits or
obligations of, or guaranteed or endorsed by, Bankers Trust or any other banking
or depository institution, and the shares are not Federally guaranteed or
insured by the Federal Deposit Insurance Corporation, the U.S. Government, the
Federal Reserve Board or any other agency. The Fund intends to maintain a
constant $1.00 per share net asset value, although there can be no assurance
that it will be able to do so.
12. This Subscription Agreement shall be binding and shall inure to the
benefit of Bankers Trust, the Placement Agent or any of their successors,
assigns or any future placement agent or investment manager to the Fund which is
appointed by the Fund's Board of Trustees.
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13. Subscriber has executed this Subscription Agreement on the date set
forth below.
Date: March 30, 2000 By: ____________________________________________
Xxxxxx X. Xxxxxx
Assistant Secretary
FLAG INVESTORS COMMUNICATIONS FUND, INC. AND FLAG
-------------------------------------------------
INVESTORS EQUITY PARTNERS FUND, INC.
------------------------------------
Print or Type Name of Subscriber
Address of Subscriber:
Flag Investors Funds
Mutual Fund Services, Administration
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Mr. Xxxxxxx Xxxx
Facsimile No.: (000) 000-0000
Telephone Number: (000) 000-0000
Tax Identification Number(s):
Flag Investors Communications Fund, Inc. 00-0000000
Flag Investors Equity Partners Fund, Inc. 00-0000000
Approved and Agreed:
ICC DISTRIBUTORS INC., Placement Agent
By:________________________________________
Name:
Title:
Address: 0 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Telephone Number: (000) 000-0000
Approved and Agreed:
BANKERS TRUST COMPANY
By:_________________________________________
Name:
Title:
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