Exhibit 99. (h)(3)
DAILY ASSETS FUND INSTITUTIONAL
SUBSCRIPTION AGREEMENT
Deutsche Bank AG, New York Branch
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
1. Pursuant to the undersigned's ("Subscriber") securities lending
agreement ("Lending Agreement") with Deutsche Bank AG, New York branch
("Deutsche Bank"), Subscriber has granted authority to Deutsche Bank to
invest on Subscriber's behalf, in accordance with Subscriber's
instructions, cash collateral received in connection with securities
lending transactions. Subscriber hereby appoints Deutsche Bank as agent and
attorney-in-fact with specific authority to buy and sell shares of the
Daily Assets Fund Institutional (the "Fund"), an open-end investment
company managed by Deutsche Asset Management Inc., administered by
Investment Company Capital Corporation ("the Administrator")/1/, and
privately placed by the Fund's placement agent ("Placement Agent").
2. Subscriber hereby gives Deutsche Bank 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 Deutsche Bank securities lending program.
3. Subscriber acknowledges that this subscription is conditioned
upon acceptance by Deutsche Bank and the Fund's Placement Agent.
4. Subscriber covenants and agrees with Deutsche Bank as follows:
(a) Subscriber authorizes Deutsche Bank to record and hold shares
of the Fund in the name of Deutsche Bank or its nominee as Subscriber's agent.
(b) Deutsche Bank 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 Deutsche Bank.
(c) Deutsche Bank 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 Deutsche Bank AG, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00xx
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 Deutsche Bank's and the Placement Agent's noting such change in
instructions in the account.
5. Subscriber represents and warrants as follows:
___________________
/1/ Deutsche Asset Management Inc. and Investment Company Capital Corporation
are indirect wholly owned subsidiaries of Deutsche Bank AG.
(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 Deutsche Bank
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 Deutsche Bank 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 Deutsche
Bank 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 ("the
1940 Act")) 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 Deutsche Bank
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 Deutsche Bank. Subscriber will notify the Placement Agent and Deutsche Bank
if any representation, warranty or information becomes untrue and Subscriber
will promptly send to the Placement Agent and Deutsche Bank written confirmation
thereof.
(i) Subscriber acknowledges that this Subscription Agreement
represents an arm's length arrangement among Deutsche Bank, the Placement Agent
and Subscriber.
(j) Subscriber has full authority to invest all cash collateral
Subscriber receives in connection with its participation in Deutsche Bank'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.
6. Accredited Investor Status
--------------------------
Note: The Fund offers and sells Shares only to purchasers who are
---- deemed to be "accredited investors" (as defined in Regulation D
under the 1933 Act) 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
-------
Initial because it is (i) a bank as defined in Section 3(a)(2) 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 1933
Act.
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.
/s/AMO 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./2/
3. Subscriber certifies that it is (i) a plan established
------- and maintained by a state, its political subdivisions
Initial or any agencyor 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
Initial of the Employee Retirement Income Security Act of 1974, as
amended, and (i) its investment decision is made by a plan
fiduciary/3/ 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.
______________________
/2/ 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.
/3/ For purposes of this representation, the term "plan fiduciary" means a
bank, savings and loan association, insurance company or registered
investment adviser.
Please provide the following supplemental data:
a. Legal form of entity (corporation, trust, etc.):
Corporation
------------------------------------------------
b. Jurisdiction of organization:
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, Deutsche Bank 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 Deutsche Bank,
Deutsche Asset Management Inc., the Administrator 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
Deutsche Bank, Deutsche Asset Management Inc., the Administrator 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, any bank 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 Deutsche Bank, Deutsche Asset Management Inc., the Administrator, the
Placement Agent or any of their successors, assigns or any future placement
agent, investment manager, or administrator to the Fund which is appointed by
the Fund's Board of Trustees.
13. Subscriber has executed this Subscription Agreement on the date set
forth below.
Date: September 25, 2001 By: /s/Xxx X. Xxxxxx
----------------
Name: Xxx X. Xxxxxx
Title: Secretary
Flag Investors Communications Fund, Inc., and
Flag Investors Equity Partners Fund, Inc.
____________________________________________
Print or Type Name of Subscriber
Address of Subscriber:
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone Number: 000-000-0000
Tax Identification Number:
00-0000000
00-0000000
Approved and Agreed:
ICC DISTRIBUTORS INC., Placement Agent
By: /s/Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Compliance Officer
Address: 0 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Telephone Number: (000) 000-0000
Approved and Agreed:
DEUTSCHE BANK AG, NEW YORK BRANCH DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/Xxxxxxx X. Xxxxxxx By: /s/Xxxxx Xxxxxxxx
---------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: Director Title: MD
