<PAGE>
Exhibit 99 - a(8)
ARTICLES SUPPLEMENTARY
FLAG INVESTORS SERIES FUNDS, INC.
FLAG INVESTORS SERIES FUNDS, INC. (the "Corporation") having its
principal office in the City of Baltimore, certifies that:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
SECOND: The Corporation's Board of Directors in accordance with Section
2-105(c) of the Maryland General Corporation Law at a meeting duly convened and
held on September 25 - 26, 2000 has adopted resolutions creating a new series to
be named Flag Investors Growth Opportunity Fund (the "Series") and increasing
the number of shares of capital stock which the Corporation has the authority to
issue to forty eight million (48,000,000) shares of Common Stock, par value
$.001 per share, having an aggregate par value of forty eight thousand dollars
($48,000.00), all of which shares are designated as follows: ten million
(10,000,000) shares are designated "Flag Investors International Equity Fund
Class A Shares", two million (2,000,000) shares are designated "Flag Investors
International Equity Fund Class B Shares", fifteen million (15,000,000) shares
are designated "Flag Investors International Equity Fund Class C Shares", ten
million (10,000,000) shares are designated "Flag Investors International Equity
Fund Institutional Shares" (the "Institutional Shares"), six million (6,000,000)
shares are designated "Flag Investors Growth Opportunity Fund Class A Shares",
three million (3,000,000) shares are designated "Flag Investors Growth
Opportunity Fund Class B Shares", one million (1,000,000) shares are designated
"Flag Investors Growth Opportunity Fund Class C Shares" and one million
(1,000,000) shares remain undesignated.
THIRD: Immediately before the creation of the Series pursuant to these
Articles Supplementary, the Corporation was authorized to issue thirty-eight
million (38,000,000) shares of Common Stock, par value $.001 per share, having
an aggregate par value of thirty-eight thousand dollars ($38,000.00), of which
ten million (10,000,000) shares were designated "Flag Investors International
Equity Fund Class A Shares," two million (2,000,000) shares were designated
"Flag Investors International Equity Fund Class B Shares," fifteen million
(15,000,000) shares were designated as "Flag Investors International Equity Fund
Class C Shares", ten million (10,000,000) shares were designated as "Flag
Investors International Equity Fund Institutional Shares" and one million
(1,000,000) shares were undesignated.
-1-
<PAGE>
IN WITNESS WHEREOF, Flag Investors Series Funds, Inc. has caused these Articles
Supplementary to be executed by its President and its corporate seal to be
affixed and attested by its Secretary on this 19th day of December, 2000.
[CORPORATE SEAL]
FLAG INVESTORS SERIES FUNDS, INC.
By: /s/ Richard T. Hale
-----------------------
Richard T. Hale
President
Attest: /s/ Amy M. Olmert
--------------------
Amy M. Olmert
Secretary
The undersigned, President of FLAG INVESTORS SERIES FUNDS, INC., who
executed on behalf of said corporation the foregoing Articles Supplementary to
the Articles of Incorporation of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the foregoing
Articles Supplementary to the Articles of Incorporation to be the corporate act
of said corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.
/s/ Richard T. Hale
-------------------------
Richard T. Hale
President
-2-
