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/Lisa Hertz                   By:      /s/Bruce A. Rosenblum
        ----------------------------             ---------------------
         Name:  Lisa Hertz              Name:    Bruce A. Rosenblum
                                                 Title:   Vice President


                                        INVESTMENT COMPANY CAPITAL CORP.
                                        The Fund's Advisor

Attest:  /s/Lisa Hertz                   By:     /s/Richard T. Hale
         -----------------------                 ---------------------
         Name:    Lisa Hertz                     Name:    Richard T. Hale
                                                 Title:   President


                                        INVESTMENT COMPANY CAPITAL CORP.
                                        The Fund's Administrator

Attest:  /s/Lisa Hertz                  By:     /s/Richard T. Hale
         ------------------------                ------------------------
         Name:    Lisa Hertz                     Name:    Richard T. Hale
                                                 Title:   President