FORM OF
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 15th day of
January, 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 "ICC" 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 ICC 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 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 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 and 2.25% of the Class B Shares'
and the Class C Shares' respective 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 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 SERIES FUNDS, INC.
Attest: by:
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Name: Xxxxxx X. Xxxxxx By: Xxx Xxxxxx
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest: by:
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Name: Xxx X. Xxxxxx By: Xxxxxx X. Xxxxxx
Title: Secretary
BANKERS TRUST
Attest: by:
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Name: Xxx X. Xxxxxx By: Xxxx Xxxxxxxx
Title: Managing Director
INVESTMENT COMPANY CAPITAL CORP.
Attest: by:
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Name: Xxx X. Xxxxxx By: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President