EX 99.H(5)
FORM OF EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT, made as of the 15th day of January,
2000 and amended as of the __th day of July, 2000, by and among FLAG INVESTORS
SERIES FUNDS, INC., on behalf of Flag Investors International Equity Fund, a
Maryland corporation (the " Fund"), INTERNATIONAL EQUITY PORTFOLIO, a New York
trust (the "Portfolio"), BANKERS TRUST, a New York corporation (the "Advisor")
and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation (the "ICCC" or the
"Administrator"), with respect to the following:
WHEREAS, the Advisor serves as the Portfolio's investment advisor
pursuant to an Investment Advisory Agreement dated June 4, 1999 and ICCC serves
as the Fund's administrator pursuant to a Master Services Agreement dated
February 29, 2000; and
WHEREAS, the Fund, the Advisor and the Administrator desire to enter
into a contractual fee waiver and expense reimbursement arrangement for the
period beginning on January 15, 2000 and ending on February 28, 2001.
NOW THEREFORE, 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 and Administrator agree to waive their fees and
reimburse expenses for the period from February 29, 2000 and ending on February
28, 2001 to the extent necessary so that the Fund's total annual operating
expenses do not exceed 1.50% of the Class A Shares' average daily net assets,
2.25% of the Class B Shares' and the Class C Shares' respective average daily
net assets and 1.25% of the Institutional Shares' average daily net assets.
2. Upon the termination of the Investment Advisory Agreement or the
Master 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 Securities and Exchange Commission,
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 SERIES FUNDS, INC.
Attest:
By: By:
Name:Xxxxx Xxxxxx Name: Xxx Xxxxxx
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest:
By: By:
Name: Xxxxx Xxxxxx Name: Xxx Xxxxxx
Title: Secretary
BANKERS TRUST
Attest:
By: By:
Name:Xxxxx Xxxxxx Name: Xxxx Xxxxxxxx
Title: Managing Director
INVESTMENT COMPANY CAPITAL CORP.
By: By:
Name:Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
