[Form of] FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT is made as of the __th day of ____________,
2000 by and between FLAG INVESTORS PORTFOLIOS TRUST, a New York trust (the
"Trust"), on behalf of the COMMUNICATIONS PORTFOLIO, (the " Portfolio") and
INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC"), with respect
to the following:
WHEREAS, ICCC serves as the Portfolio's investment advisor pursuant to
an Investment Advisory Agreement dated September 29, 2000; and
WHEREAS, ICCC serves as the Portfolio's administrator pursuant to an
Administrative Services Agreement dated September 1, 2000; and
WHEREAS, ICCC, in its capacity as the Portfolio's advisor and
administrator, has voluntarily agreed to an aggregate fee waiver equal to 0.15%
of the Portfolio's average daily net assets; and
WHEREAS, the Portfolio and ICCC desire to formalize this voluntary fee
waiver arrangement for the period beginning on September 29, 2000 and ending on
September 30, 2002.
NOW THERETOFORE, 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 Portfolio's advisor and administrator,
has voluntarily agreed to an aggregate fee waiver equal to 0.15% of
the Portfolio's average daily net assets for the period beginning
on September 29, 2000 and ending on September 30, 2002.
2. Upon the termination of the Investment Advisory Agreement or the
Administrative Services Agreement, this Agreement shall
automatically terminate.
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
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.
[SEAL]
FLAG INVESTORS PORTFOLIOS TRUST
on behalf of its COMMUNICATIONS
PORTFOLIO
Attest:____________________ ________________________________
Name: By:
Title:
INVESTMENT COMPANY
CAPITAL CORP.
Attest:____________________ _______________________________
Name: By:
Title:
