EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 1st day of May,
1999 by and between FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND, INC., a
Maryland corporation (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a
Maryland corporation (the "Advisor"), with respect to the following:
WHEREAS, the Advisor serves as the Fund's investment advisor pursuant
to an Investment Advisory Agreement dated September 1, 1997; and
WHEREAS, the Advisor has voluntarily agreed to waive its fees and
reimburse expenses so that the Fund's total annual operating expenses do not
exceed 0.70% of the Class A Shares' average daily net assets and 0.45% of the
Institutional Shares' average daily net assets; and
WHEREAS, the Fund and the Advisor desire to formalize these voluntary
fee waiver and expense reimbursement arrangements for a one year period
beginning on May 1, 1999 and ending on April 30, 2000.
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. The Advisor agrees to waive its fees and reimburse expenses for a
one year period from May 1, 1999 to April 30, 2000 to the extent necessary so
that Fund's total annual operating expenses do not exceed 0.70% of the Class A
Shares' average daily net assets and 0.45% of the Institutional Shares' average
daily net assets.
2. Upon the termination of the Investment Advisory 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 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 SHORT-
INTERMEDIATE INCOME FUND, INC.
Attest:/s/ Xxx X. Xxxxxx by:/s/ Xxxxx Xxxxx
----------------- ---------------
By: Xxxxx Xxxxx
Title: President
INVESTMENT COMPANY CAPITAL
CORP.
Attest:/s/ Xxx X. Xxxxxx by:/s/ Xxxxxx X. Xxxxxxxx
----------------- ----------------------
By: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
