EXPENSE LIMITATION AGREEMENT THIS EXPENSE LIMITATION AGREEMENT is made as of the first day of May, 2000 by and between FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND, INC., a Maryland corporation (the " Fund") and INVESTMENT COMPANY CAPITAL CORP., a...

                          EXPENSE LIMITATION AGREEMENT



         THIS EXPENSE LIMITATION AGREEMENT is made as of the first day of May,
2000 by and between FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND, INC., a
Maryland corporation (the " Fund") and INVESTMENT COMPANY CAPITAL CORP., a
Maryland corporation ("ICC" or the "Advisor"), with respect to the following:

         WHEREAS, the Advisor serves as the Fund's investment advisor pursuant
to an Investment Advisory Agreement dated June 4, 1999; 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 this voluntary
fee waiver and expense reimbursement arrangement for the period beginning on May
1, 2000 and ending on April 30, 2001.

         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 the
             period from May 1, 2000 and ending on April 30, 2001 to the extent
             necessary 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.

         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 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 SHORT-
                                      INTERMEDIATE INCOME FUND, INC.


Attest:  /s/Xxxxx Xxxxxx              /s/ Xxx X. Xxxxxx
Name: Xxxxx Xxxxxx                    By: Xxx X. Xxxxxx
                                      Title: Secretary



                                      INVESTMENT COMPANY
                                      CAPITAL CORP.


Attest: /s/Xxxxx Xxxxxx               /s/Xxxxxx X. Xxxxxxxx
Name: Xxxxx Xxxxxx                    By: Xxxxxx X. Xxxxxxxx
                                      Title: Executive Vice President