EX.99.H(6)
[FORM OF] EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT, made as of the 27th day of February,
2001 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
September 1, 2000; and
WHEREAS, the Fund, the Advisor and the Administrator desire to enter into
a contractual fee waiver and expense reimbursement arrangement for Class A
Shares, Class B Shares, and Class C Shares for the period beginning on February
28, 2001 and ending on February 28, 2002.
WHEREAS, the Fund, the Advisor and the Administrator desire to enter into
a contractual fee waiver and expense reimbursement arrangement for Institutional
Shares for the period beginning on August 1, 2001 and ending on February 28,
2002.
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 above stated periods 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 SEC, such
provision shall be deemed to
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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: Name: Xxx X. Xxxxxx
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest:
By: ________________________ By: ___________________________
Name: Name: Xxxxxx X. Xxxxxx
Title: Secretary
BANKERS TRUST
Attest:
By: ________________________ By: ____________________________
Name: Name: Xxxx X. Xxxxxxxx
Title: Managing Director
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INVESTMENT COMPANY
CAPITAL CORP.
By: ________________________ By: ___________________________
Name: Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
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