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EX 99.H(5)
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT, made as of the 15th day of January,
2000 and amended as of the 31st day of July, 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 Class A
Shares, Class B Shares, and Class C Shares for the period beginning on January
15, 2000 and ending on February 28, 2001.
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, 2000 and ending on
July 31, 2001.
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 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.
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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: /s/ Kathy Churko By: /s/ Amy Olmert
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Name:Kathy Churko Name: Amy Olmert
Title: Secretary
INTERNATIONAL EQUITY PORTFOLIO
Attest:
By: /s/ Kathy Churko By: /s/ Daniel O. Hirsch
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Name: Kathy Churko Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST
Attest:
By: /s/ Kathy Churko By: /s/ Ross Youngman
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Name:Kathy Churko Name: Ross Youngman
Title: Managing Director
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Kathy Churko By: /s/ Edward J. Veilleux
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Name:Kathy Churko Name: Edward J. Veilleux
Title: Executive Vice President
