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Ex(h)(viii)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT is made as of the 29th day of September, 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.
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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:/s/ Savonne Ferguson /s/ Amy M. Olmert
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Name: Savonne Ferguson By: Amy M. Olmert
Title: Secretary
INVESTMENT COMPANY
CAPITAL CORP.
Attest:/s/ Savonne Ferguson /s/ Richard T. Hale
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Name: Savonne Ferguson By: Richard T. Hale
Title: President
