LETTER AGREEMENT Investment Company Capital Corp. One South Street Baltimore, MD 21202

Exhibit 99 - h(2)

                                LETTER AGREEMENT
                        Investment Company Capital Corp.
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                                                               December 29, 2000


Flag Investors Series Funds, Inc.
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RE: Administration Services Fee


Dear Sirs:

         In regards to the Administration Services Appendix to the Master
Services Agreement dated September 1, 2000, as amended December 29, 2000 (the
"Agreement") between Flag Investors Series Funds, Inc. (on behalf of Flag
Investors Growth Opportunity Fund) and Investment Company Capital Corp. each
party to the Agreement agrees the administration fee will be 0.15% of the Fund's
average daily net assets.



                                               Very truly yours,
                                               INVESTMENT COMPANY CAPITAL CORP.

                                               By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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                                               Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
                                               Title: President


                                               ACCEPTED AND CONFIRMED:

                                               FLAG INVESTORS SERIES FUNDS, INC.

                                               By: /s/▇▇▇ ▇. ▇▇▇▇▇▇
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                                               Name: ▇▇▇ ▇. ▇▇▇▇▇▇
                                               Title: Secretary


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