Exhibit (d)(3)
                          EXPENSE LIMITATION AGREEMENT

         This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of May,
2002 between REAL ESTATE SECURITIES FUND, INC., a Maryland Corporation (the
"Fund") and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC"),
with respect to the following:

         WHEREAS, ICCC serves as the Fund's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated June 4, 1999, (the
"Agreement").

         NOW, 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.  ICCC, in its capacity as the Fund's Advisor, agrees to waive its
             fees and/ or reimburse expenses to the extent necessary so that the
             ordinary annual operating expenses for each of the classes set
             forth on Exhibit A, as may be amended from time to time, do not
             exceed the percentage of average daily net assets set forth on
             Exhibit A for the period May 1, 2002 through April 30, 2003. For
             the purposes of this Agreement, ordinary operating expenses for the
             Fund generally consist of costs not specifically borne by the
             Advisor or the Fund's principal underwriter, including investment
             advisory fees, administration and services fees, fees for necessary
             professional services, amortization of organizational expenses and
             costs associated with regulatory compliance and maintaining legal
             existence and shareholder relations, but excluding: (a)
             transactions costs (such as brokerage commissions and dealer and
             underwriter spreads); (b) interest charges on fund borrowings; (c)
             taxes; (d) litigation and indemnification costs; and (e)
             extraordinary expenses. Extraordinary expenses are those that are
             unusual or expected to recur only infrequently, including, but not
             limited to (i) expenses of the reorganization, restructuring or
             merger of the Fund or class or the acquisition of all or
             substantially all of the assets of another fund or class; (ii)
             expenses of holding, and soliciting proxies for, a meeting of
             shareholders of the Fund or class (except to the extent relating to
             routine items such as the election of trustees or the approval of
             independent public accountants); and (iii) expenses of converting
             to a new custodian, transfer agent or other service provider.

         2.  This Agreement shall be effective as to the Fund as of the date the
             Fund commences operations after this Agreement shall have been
             approved by the Board of Directors of the Fund and, unless sooner
             terminated as provided herein, shall continue in effect as to the



             Fund for the stated period and may be extended for another period,
             provided such continuance is specifically approved at least
             annually by the vote of a majority of the Board of Directors of the
             Fund. Upon the termination of the Agreement, this Agreement shall
             automatically terminate with respect to the Fund.

         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
             Securities and Exchange Commission ("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.

         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.

                                            REAL ESTATE SECURITIES FUND, INC.


Attest: /s/Savonne Ferguson                 By: /s/     Amy M. Olmert
        -------------------                    ---------------------------------
         Name:  Savonne Ferguson                      Name: Amy M. Olmert
                                                      Title:Secretary

                                            INVESTMENT COMPANY CAPITAL CORP.

Attest:  /s/Savonne Ferguson                By: /s/Richard T. Hale
         ---------------------------            --------------------------------
         Name:  Savonne Ferguson                    Name: Richard T. Hale
                                                    Title:   President


                                    EXHIBIT A


                                                                      ORDINARY FUND OPERATING EXPENSES
                                                                    (AS A PERCENTAGE OF AVERAGE DAILY NET
FUND                                                                               ASSETS)
                                                                 
Real Estate Securities Fund - Class A Shares                                        1.25%
Real Estate Securities Fund - Class B Shares                                        2.00%
Real Estate Securities Fund - Institutional Class                                   1.00%