<PAGE>
Exhibit 99.-a(ii)
FLAG INVESTORS PORTFOLIOS TRUST
TRUSTEES' RESOLUTION TO
AMEND DECLARATION OF TRUST
At a duly called meeting held on June 26, 2000, the trustees of Flag
Investors Portfolios Trust, a New York business trust, amended the Flag
Investors Portfolios Trust Amended and Restated Declaration of Trust dated July
28, 1997 ("Declaration of Trust"), pursuant to ARTICLE VI, Section 6.2 and
ARTICLE X, Section 10.4 of the Declaration of Trust. The trustees of Flag
Investors Portfolios Trust hereby confirm in writing their actions, as follows:
FIRST: Effective September 29, 2000, SCHEDULE A to the Declaration of
Trust is amended by establishing and designating the following Series:
Communications Portfolio
Pursuant to ARTICLE XI, Section 11.3 of the Declaration of Trust, this
instrument may be executed in two or more counterparts, all of which shall
constitute one and the same instrument.
Flag Investors Portfolios Trust has caused these present to be signed
in its name and on its behalf by a majority of its trustees as of this 26th day
of September, 2000.
FLAG INVESTORS PORTFOLIOS TRUST:
By: /s/Richard R. Burt By: /s/ Richard T. Hale
-------------------------------- ------------------------
Richard R. Burt, Richard T. Hale, Esquire,
Trustee Trustee
By: /s/ Joseph R. Hardiman By: /s/ Louis E. Levy
-------------------------------- ------------------------
Joseph R. Hardiman, Louis E. Levy,
Trustee Trustee
By: /s/ Eugene J. McDonald By: /s/ Rebecca W. Rimel
-------------------------------- ------------------------
Eugene J. McDonald, Rebecca W. Rimel,
Trustee Trustee
By: /s/ Truman T. Semans By: /s/ Robert H. Wadsworth
-------------------------------- ------------------------
Truman T. Semans, Robert H. Wadsworth,
Trustee Trustee