FLAG INVESTORS FUNDS INC, PRE 14A, 2000-02-04

FLAG INVESTORS FUNDS INC
PRE 14A, 2000-02-04

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File No. 811-8227

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Flag Investors Funds, Inc. (formerly, Deutsche Funds, Inc.)
-----------------------------------------------------------
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement., if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: __________________________________________
2) Form, Schedule or Registration Statement No.:_____________________
3) Filing Party: ____________________________________________________
4) Date Filed: ______________________________________________________

<PAGE>

FLAG INVESTORS FUNDS, INC.
Flag Investors Top 50 World
Flag Investors Top 50 Europe
Flag Investors Top 50 Asia
Flag Investors Top 50 US
Flag Investors European Mid-Cap Fund
Flag Investors Japanese Equity Fund
Flag Investors US Money Market Fund

One South Street
Baltimore, Maryland 21202

February 25, 2000

Dear Shareholder:

The Board of Directors of Flag Investors Funds, Inc. (the "Fund"), on
behalf of its above named series (each a "Series," and collectively the
"Series"), voted to change the investment advisor of the portfolios in which
each Series invests. Because of the proposed change in investment advisor, all
current investment advisory and sub-advisory agreements for the portfolios must
be revised and approved. In addition, the Board of Directors also voted to
change the investment sub-advisor of the portfolios in which the Flag Investors
US Money Market Fund and the Flag Investors Top 50 US invest, requiring further
revisions to the investment sub-advisory agreements for those two portfolios. As
a result of the Directors' decisions, we are asking shareholders of the Fund to
approve new investment advisory and investment sub-advisory agreements for the
portfolios in which the Series invest, as applicable. Enclosed is further
information relating to these changes, including a Questions & Answers section,
proxy statement and proxy card(s).

Important information about the changes:

o The advisory and sub-advisory fees payable under the new investment
advisory and investment sub-advisory agreements have not increased.
o The investment objective of the respective Series has not changed.

In addition to the change in investment advisory and investment
sub-advisory agreements, shareholders are also being asked to approve other
changes outlined in the enclosed Proxy Statement. The Board of Directors of the
Fund believes that the proposals are important and recommends that you read the
enclosed materials carefully and then vote for all proposals.

What you need to do:

o Read all enclosed materials including the Questions & Answers
section.
o Choose one of the following options to vote:

<PAGE>

1. By Mail: Complete the enclosed proxy card and return it in the
postage-paid envelope provided.

2. By Telephone: Call the Toll-Free # on your proxy card.

3. By Internet: Log on to www.proxyvote.com.
-----------------

4. Attend the Shareholder Meeting (details enclosed).

Sincerely,

----------------------
Richard T. Hale
President

<PAGE>

February 25, 2000

IMPORTANT NEWS
FOR SHAREHOLDERS OF
FLAG INVESTORS FUNDS, INC.

While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of some matters affecting the Fund that
require an interest holder vote.

Q. What has happened to require an interest holder vote?

A. On June 4, 1999, Deutsche Bank AG ("Deutsche Bank") combined with Bankers
Trust Corporation. Deutsche Bank is the parent company of Deutsche Fund
Management, Inc. ("DFM"), the current investment manager to the Flag Investors
Portfolios Trust (the "Flag Portfolios") in which the Flag Investors Funds, Inc.
(the "Fund"), on behalf of its series, (each a "Series", and collectively, the
"Series") invests. We are proposing new investment advisory agreements and new
investment sub-advisory agreements in order to permit Deutsche Bank to simplify
the organizational structure of its U.S. mutual fund operations, enhance the
efficiency of their administration and promote consistency of internal controls,
compliance and regulatory oversight. These agreements are described in detail in
proposals three and four.

Q. Why am I being asked to vote on the new investment advisory and investment
sub-advisory agreements?

A. The Investment Company Act of 1940, which regulates investment companies in
the United States such as the Fund and Flag Portfolios, requires an interest
holder vote to approve new investment advisory and investment sub-advisory
agreements.

Q. How do these changes affect the Series?

A. The Series, their investment objectives and the current portfolio managers of
the Flag Portfolios in which they invest will not change as a result of the
proposed new investment advisory and sub-advisory agreements. The new investment
advisory and investment sub-advisory agreements contain substantially the same
terms and conditions, including the same aggregate fees, as the current
investment advisory and investment sub-advisory agreements. If shareholders do
not approve the new investment advisory and investment sub-advisory agreements,
the current agreements will continue and the Board of Directors will take such
action as it deems to be in the best interests of the Funds and their
shareholders.

Q. How do the Boards of Directors and Trustees recommend that I vote?

A. After careful consideration, the Boards recommend that you vote in favor of
all the proposals on the enclosed proxy card.

Q. Where can I get more information?

A. If you need more information, please call [Shareholder Communications
Corporation, the Fund's information agent, at 1-800-732-6168.]

<PAGE>

Q. How can I vote my shares?

A. You may choose from one of the following options to vote your shares:

o By mail, with the enclosed proxy card(s) and return envelope.

o By telephone, with a toll-free call to the telephone number that appears on
your proxy card.

o Through the Internet, by using the Internet address located on your proxy card
and following the instructions on the site.

o In person at the shareholder meeting (see details enclosed in proxy
statement).

Q. Will the Fund pay for the proxy solicitation and other costs associated with
this transaction?

A. The Fund will pay for those costs associated with the election of directors
and trustees and the ratification of independent accountants. The New Investment
Advisor, Investment Company Capital Corp., will pay for all other costs
associated with the advisory and sub-advisory agreements.

Please vote all issues on each proxy card that you receive. Thank you for
mailing your proxy card promptly.

<PAGE>

FLAG INVESTORS FUNDS, INC.

Flag Investors Top 50 World
Flag Investors Top 50 Europe
Flag Investors Top 50 Asia
Flag Investors Top 50 US
Flag Investors European Mid-Cap Fund
Flag Investors Japanese Equity Fund
Flag Investors US Money Market Fund

One South Street
Baltimore, Maryland 21202

Notice of Annual Meeting of Shareholders

to be held on March 28, 2000

TO THE SHAREHOLDERS OF FLAG INVESTORS FUNDS, INC.:

You are cordially invited to the annual meeting (the "Meeting") of the
shareholders of Flag Investors Funds, Inc. (the "Fund"). The Meeting will be
held on March 28, 2000, at 1:00 p.m. Eastern Time in the conference room on the
30th Floor of The Alex. Brown Building, One South Street, Baltimore, Maryland
21202. The Fund is an open-end management investment company, organized under
the laws of the State of Maryland, that comprises the above seven series (each a
"Series," and collectively, the "Series") all of which are addressed in the
accompanying Joint Proxy Statement ("Proxy Statement"). Each Series operates as
a spoke fund in a Hub and Spoke(R)* fund arrangement with a corresponding hub
fund portfolio (each a "Portfolio," and collectively, the "Portfolios"). As
spoke funds, each Series seeks to achieve its respective investment objectives
by investing all of its investable assets in a corresponding Portfolio with the
same investment objective and policies. The Portfolios in which the Series
invest are organized as separate series of Flag Investors Portfolios Trust
("Flag Portfolios"), an open-end management investment company, established as a
trust under the laws of the State of New York. Pursuant to the requirements of
the Investment Company Act of 1940, as amended, applicable to hub and spoke
arrangements, each Series' voting rights with respect to the Portfolio interests
that it holds must be passed through to the Series' own shareholders.

- ----------
* Hub & Spoke is a registered service mark of Signature Financial Group, Inc.
and refers to the multi-tiered investment structure developed by Signature. A
patent has been granted by the U.S. Patent and Trademark Office in connection
therewith

<PAGE>

The purpose of the Meeting is to consider the proposals set forth below
and to transact such other business as may be properly brought before the
Meeting:

PROPOSAL 1: To elect Board Members of the Fund and the Flag Portfolios.

PROPOSAL 2: To ratify or reject the selection of PricewaterhouseCoopers LLP as
the independent accountants for the applicable Series and their
corresponding Portfolios for the current fiscal year.

PROPOSAL 3A: To approve a new Investment Advisory Agreement between the
Portfolios and Deutsche Fund Management, Inc. ("DFM").

PROPOSAL 3B: To approve a new Investment Advisory Agreement between the
Portfolios and Investment Company Capital Corp.("ICCC") to be
implemented within two years of the date of the Meeting upon
approval of the members of the Portfolios and the Fund's Boards
who are not "interested persons" thereof (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"))
("Independent Directors and Trustees").

PROPOSAL 4A: For shareholders of the Flag Investors Top 50 World; Flag Investors
Top 50 Europe; Flag Investors Top 50 Asia; Flag Investors European
Mid-Cap Fund; Flag Investors Japanese Equity Series:
i) To approve a new Investment Sub-Advisory Agreement between DFM
and DWS International Portfolio Management GmbH ("DWS").
ii) To approve a new Investment Sub-Advisory Agreement between ICCC
andDWS to be implemented within two years of the date of the
Meeting upon approval of the Independent Directors and
Trustees.

PROPOSAL 4B: For shareholders of the Top 50 US Series only:
i) To approve a new Investment Sub-Advisory Agreement between DFM
and Deutsche Asset Management, Inc. ("DAMI").
ii) To approve a new Investment Sub-Advisory Agreement between ICCC
and DAMI to be implemented within two years of the date of the
Meeting upon approval of the Independent Directors and
Trustees.

PROPOSAL 4C: For shareholders of the US Money Market Series only:
i) To approve a new Investment Sub-Advisory Agreement between DFM
and Bankers Trust Company ("Bankers Trust").
ii) To approve a new Investment Sub-Advisory Agreement between ICCC
and Bankers Trust to be implemented within two years of the
date of the Meeting upon approval of the Independent Directors
and Trustees.

Only shareholders of the Fund at the close of business on February 4,
2000 are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.

<PAGE>

Whether or not you expect to be present at the Meeting, please complete
and promptly return the enclosed proxy card. A postage-paid envelope is enclosed
for your convenience. You may also vote easily and quickly by telephone or
through the Internet. To do so, please follow the instructions accompanying your
enclosed proxy card. It is most important and in your interest for you to vote
so that a quorum will be present and a maximum number of shares may be voted.
The proxy is revocable at any time prior to its use.

___________________
Dated: February 25, 2000 Amy M. Olmert
Assistant Secretary

<PAGE>

One South Street
Baltimore, Maryland 21202

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD March 28, 2000

This Joint Proxy Statement ("Proxy Statement") is furnished by the
Board of Directors of Flag Investors Funds, Inc. (the "Fund") in connection with
the solicitation of proxies with respect to the seven series thereof (each a
"Series," and collectively, the "Series") for use at the Meeting of shareholders
of the Fund to be held on March 28, 2000, at 1:00 p.m. Eastern Time, or at any
adjournment thereof (the " Meeting"), in the conference room on the 30th Floor
of The Alex. Brown Building, One South Street, Baltimore, Maryland 21202. It is
expected that the Notice of Meeting, the Proxy Statement and a Proxy Card will
be mailed to shareholders on or about February 25, 2000.

Summary

Each Series operates as a spoke fund in a hub and spoke fund
arrangement with a corresponding hub fund portfolio (each a "Portfolio," and
collectively, the "Portfolios"). The Portfolios in which the Series invest are
organized as separate series of Flag Investors Portfolios Trust ("Flag
Portfolios"), an open-end management investment company established as a trust
under the laws of the State of New York. As spoke funds, each Series seeks to
achieve its respective investment objectives by investing all of its investable
assets in a corresponding Portfolio with the same investment objectives and
policies. Pursuant to the requirements of the Investment Company Act of 1940, as
amended (the "1940 Act"), applicable to hub and spoke arrangements, each Series'
voting rights with respect to the Portfolio shares that it holds must be passed
through to the Series' own shareholders. Other spoke funds of a particular
Portfolio will also vote in accordance with their respective charters and/or
other applicable requirements with respect to the approval of the proposals.

For simplicity, actions are described in this Proxy Statement as being
taken by a Series, which is a series of the Fund, although all actions are
actually taken by the Fund on behalf of the applicable Series. Some actions
described as taken by or with respect to a Series are actually actions to be
taken by the corresponding Portfolio in which the Series invests all of its
assets and on which the Series votes as an interest holder. Further, actions

2
<PAGE>

described as being taken by the shareholders of the Series with respect to its
Board of Directors will also be taken by the Series as interest holders of the
Portfolios with respect to the Portfolios' respective Boards of Trustees. Your
vote and the vote of other shareholders of the relevant Series determine how the
Fund will vote with respect to itself and its corresponding Portfolio.

The Meeting is being held to consider and vote on the following matters
for each Series, as indicated below and described more fully under the
corresponding Proposals discussed herein, and such other matters as may properly
come before the meeting or any adjournments thereof:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposal Summary Eligible Voters
<S> <C> <C>
- -------------------------------------- -------------------------------------------------------- --------------------------
1. Election of Fund Directors and To elect Directors of the Fund and Trustees of the Shareholders of all
Portfolio Trustees Portfolios to hold office until their respective Series of the Fund are
successors have been duly elected and qualified or eligible to vote for the
until their earlier resignation or removal. Directors and Trustees.
- -------------------------------------- -------------------------------------------------------- --------------------------
2. Ratification of Auditors To ratify or reject the selection of Shareholders of all
PricewaterhouseCoopers LLP as the independent Series of the Fund are
accountants for the Fund and the Portfolios for the eligible to vote for the
current fiscal year. ratification of the
Auditors.
- -------------------------------------- -------------------------------------------------------- --------------------------
3. Change in Investment Advisor A. To approve or disapprove a new Investment Shareholders of all
Advisory Agreement between the Portfolios and Series of the Fund are
Deutsche Fund Management, Inc. ("DFM"). eligible to vote for the
B. To approve or disapprove a new Investment new Investment Advisory
Advisory Agreement between the Portfolios and Agreements.
Investment Company Capital Corporation
("ICCC") to be implemented within two years
of the date of the Meeting upon approval of
the members of the Portfolios' and the Fund's
Boards of Trustees and Directors,
respectively, who are not "interested
persons" thereof (as defined in the 1940 Act)
(the "Independent Directors and Trustees").

- -------------------------------------- -------------------------------------------------------- --------------------------
4A. New Investment Sub-Advisory i) To approve or disapprove a new Investment Shareholders (all
Agreements for Flag Investors Sub-Advisory Agreement between DFM and DWS classes) of Flag
Top 50 World Portfolio (US International Portfolio Management GmbH Investors Top 50 World;
Dollar); Flag Investors Top 50 ("DWS"). Flag Investors Top 50
Europe Portfolio (US Dollar); ii) To approve or disapprove a new Investment Europe; Flag Investors
Flag Investors Top 50 Asia Sub-Advisory Agreement between ICCC and DWS Top 50 Asia; Flag
Portfolio (US Dollar); Flag to be implemented upon the change of Investors European
Investors Provesta Portfolio Investment Advisor from DFM to ICCC. Mid-Cap; Flag Investors
(US Dollar); Flag Investors Japanese Equity Series
Japanese Equity Portfolio (US are eligible to vote for
Dollar) the new Investment
Sub-Advisory Agreements.
- -------------------------------------- -------------------------------------------------------- --------------------------
4B. Change in Investment Sub-Advisor i) To approve or disapprove a new Investment Shareholders (all
Top 50 US Portfolio (US Dollar) Sub-Advisory Agreement between DFM and classes) of the Top 50
only Deutsche Asset Management, Inc. ("DAMI") to US Series are eligible
be implemented immediately upon shareholder to vote for the new
approval. Investment Sub-Advisory
ii) To approve or disapprove the implementation Agreements.
of a new Investment Sub-Advisory Agreement
between ICCC and DAMI upon the change of
Investment Advisor from DFM to ICCC.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
4C. Change in Investment Sub-Advisor i) To approve or disapprove a new Investment Shareholders (all
US Money Market Portfolio (US Sub-Advisory Agreement between DFM and classes) of the US Money
Dollar) only Bankers Trust Company ("Bankers Trust") to be Market Series are
implemented immediately upon shareholder eligible to vote for the
approval. new Investment
ii) To approve or disapprove the implementation Sub-Advisory Agreements.
of a new Investment Sub-Advisory Agreement
between ICCC and Bankers Trust upon the
change of Investment Advisors from DFM to
ICCC.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

If you do not expect to be present at the Meeting and wish your shares
to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet, allowing sufficient time for the Proxy to be received at or before
1:00 p.m. Eastern Time on March 28, 2000. If your Proxy is properly returned,
shares represented by it will be voted at the Meeting in accordance with your
instructions. However, if no instructions are specified on the Proxy with
respect to a specific Proposal, the Proxy will be voted FOR the approval of such
Proposal and in accordance with the judgment of the persons appointed as proxies
upon any other matter that may properly come before the Meeting. Shareholders
may revoke their Proxies at any time prior to the time they are voted by giving
written notice to the Secretary of the Fund, by delivering a subsequently dated
Proxy or by attending and voting at the Meeting.

In the event that a quorum is not present at the Meeting, or if a
quorum is present but sufficient votes to approve a Proposal are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of Proxies with respect to the Proposal. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by Proxy. The persons named as proxies
will vote those Proxies that they are entitled to vote "for" any Proposal in
favor of an adjournment and will vote those Proxies required to be voted
"against" any such Proposal against any adjournment. An interest holder vote may
be taken on one or more of the Proposals in the Proxy Statement prior to any
adjournment if sufficient votes have been received and it is otherwise
appropriate. A quorum of shareholders is constituted by the presence in person
or by proxy of the holders of a majority of the outstanding shares of the Fund
or a Series thereof (as applicable) entitled to vote at the Meeting. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that these persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. (See
"Vote Required" for a further discussion of abstentions and broker non-votes.)

4
<PAGE>

The close of business on February 4, 2000 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof. Each full
share will be entitled to one vote at the Meeting and each fraction of a share
will be entitled to the fraction of a vote equal to the proportion of a full
share represented by the fractional share. As of the Record Date, the following
number of shares of each Series were issued and outstanding:

Flag Investors Top 50 World __________________ shares
Flag Investors Top 50 Europe __________________ shares
Flag Investors Top 50 Asia __________________ shares
Flag Investors Top 50 US __________________ shares
Flag Investors European Mid Cap Fund __________________ shares
Flag Investors Japanese Equity Fund __________________ shares
Flag Investors US Money Market Fund __________________ shares

This joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate statement for each Series, and because shareholders may own
shares of more than one Series. The combined statement may avoid burdening
shareholders with more than one proxy statement. To the extent information
relating to common ownership is available to the Fund, an interest holder that
owns of record shares in two or more of the Series will receive a package
containing a Proxy Statement and Proxies for the Series in which such
shareholder is a record owner. If the information relating to common ownership
is not available to the Fund, an interest holder that beneficially owns of
record shares in two or more Series may receive two or more packages each
containing a Proxy Statement and a Proxy for each Series in which the
shareholder is a beneficial owner. It is essential that shareholders complete,
date, sign and return each enclosed Proxy, unless an interest holder is voting
by telephone or through the Internet.

The Fund will pay for those costs associated with the election of
directors and trustees and the ratification of independent accountants. The
proposed investment advisor, Investment Company Capital Corp., will pay for all
other costs associated with the advisory and sub-advisory agreements. The
Fund will bear those expenses related to reimbursement to brokerage firms and
others for expenses in forwarding Proxy solicitation materials to beneficial
owners. The solicitation of Proxies will be largely by mail, but may include
telephonic, telegraphic or oral communication by employees and officers of
_______________. [Additional solicitation may be made by Shareholder
Communications Corporation ("Shareholder Communications"), a solicitation firm
located in New York, New York that has been engaged by the Fund to assist in
proxy solicitation.] Upon request, the Fund will furnish to shareholders,
without charge, a copy of the Annual Report for its fiscal year ended August 31,
1999. To receive a copy of the Fund's Annual Report, please contact Flag
Investors Funds, Inc. by calling 1-800-776-3524 or by writing to .

5
<PAGE>

PROPOSAL 1: ELECTION OF DIRECTORS OF THE FUND AND TRUSTEES OF THE PORTFOLIOS.

Directors constituting the entire Board of Directors of the Fund and
Trustees of the Flag Portfolio are to be elected at the Meeting to serve until
their successors have been duly elected and qualified or until their earlier
resignation or removal. The Director/Trustee Nominees were recently selected by
the Independent Directors/Trustees of the Boards and nominated by the full
Boards at meetings held on October 14, 1999 and January 31, 2000. Information on
the Director/Trustee Nominees is provided below. Of the Trustee Nominees,
Richard R. Burt and Robert H. Wadsworth are currently Directors/Trustees of the
Fund and the Flag Portfolios. Each of the Director/Trustee Nominees has agreed
to serve if elected at the Meeting. It is the intention of the persons
designated as proxies in the Proxy, unless otherwise directed therein, to vote
at the Meeting for the election of the Director/Trustee Nominees named below as
the entire Board of Directors/Trustees of the Fund and the Flag Portfolios. If
any Director/Trustee Nominee is unable or unavailable to serve, the persons
named in the Proxies will vote the Proxies for such other person as the Boards
may recommend.

At meetings held on October 7, 1999, the shareholders of all other
funds in the Flag Investors family of funds voted to approve these Directors to
serve as directors of each other fund within the Flag Investors family of funds.
The other Flag Investor funds are advised by ICCC, an indirect subsidiary of
Deutsche Bank.

<PAGE>

Information Regarding Nominees

The following information is provided for each Nominee as of December
31, 1999.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Name and Position with the Fund Birth Date Business Experience During the Past Five Years
(including all directorships)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard R. Burt 2/3/47 Chairman, IEP Advisors, Inc., Chairman of the Board,
Director of the Fund and Trustee of the Weirton Steel Corporation; Member of the Board, Archer
Flag Portfolios since 10/9/98 Daniels Midland Company (agribusiness operations),
Hollinger International Inc. (publishing), Homestake
Mining Company (mining and exploration), HCL
Technologies (information technology) and Anchor
Technologies (gaming software and equipment); Director,
Mitchell Hutchins family of funds (registered
investment companies); and Member, Textron Corporation
International Advisory Council. Formerly, Partner,
McKinsey & Company (consulting), 1991-1994; and U.S.
Chief Negotiator in Strategic Arms Reduction Talks
(START) with former Soviet Union and U.S. Ambassador to
the Federal Republic of Germany, 1985-1991. Director of
eight funds in the Flag Family of Funds.
- ----------------------------------------------------------------------------------------------------------------------
Richard T. Hale* 7/17/45 Managing Director, Deutsche Asset Management Americas
Nominee and DB Alex. Brown LLC; Director and President,
Investment Company Capital Corp. (registered investment
advisor); and Chartered Financial Analyst. Director of
eight funds in the Flag Family of Funds.
- ----------------------------------------------------------------------------------------------------------------------
Joseph R. Hardiman 5/27/37 Private Equity Investor and Capital Markets Consultant;
Nominee Director, Wit Capital Group (registered broker dealer),
The Nevis Fund and ISI Family of Funds (registered
investment companies). Formerly, Director, Circon Corp.
(medical instruments), November 1998 - January 1999;
President and Chief Executive Officer, The National
Association of Securities Dealers, Inc. and The NASDAQ
Stock Market, Inc., 1987-1997; Chief Operating
Officer(1985-1987) and General Partner (1976-1985) of
Alex. Brown & Sons Incorporated (now DB Alex. Brown
LLC). Director of eight funds in the Flag Family of
Funds.
- ----------------------------------------------------------------------------------------------------------------------
Louis E. Levy 11/16/32 Director, Kimberly-Clark Corporation (personal consumer
Nominee products), Household International (finance and
banking) and ISI Family of Funds (registered investment
company). Formerly, Chairman of the Quality Control
Inquiry Committee, American Institute of Certified
Public Accountants, 1992-1998; Trustee, Merrill Lynch
Funds for Institutions, 1991-1993; Adjunct Professor,
Columbia University-Graduate School of Business,
1991-1992; and Partner, KPMG Peat Marwick, retired
1990. Director of eight funds in the Flag Family of
Funds.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
7

<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Name and Position with the Fund Birth Date Business Experience During the Past Five Years
(including all directorships)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Eugene J. McDonald 7/14/32 President, Duke Management Company (investments);
Nominee Executive Vice President, Duke University (education,
research and health care); Executive Vice Chairman and
Director, Central Carolina Bank & Trust (banking); and
Director, Victory Funds (registered investment
companies). Formerly, Director, AMBAC Treasurers Trust
(registered investment company), DP Mann Holdings
(insurance) and ISI Family of Funds (registered
investment company). Director of eight funds in the Flag
Family of Funds.
- ----------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel 4/10/51 President and Chief Executive Officer, The Pew
Nominee Charitable Trusts (charitable funds); and Director and
Executive Vice President, The Glenmede Trust Company
(investment trust and wealth management). Formerly,
Executive Director, The Pew Charitable Trusts and
Director, ISI Family of Funds (registered investment
company). Director of eight funds in the Flag Family of
Funds.
- ----------------------------------------------------------------------------------------------------------------------
Truman T. Semans* 10/27/26 Vice Chairman, Brown Investment Advisory & Trust
Nominee Company (formerly, Alex. Brown Capital Advisory & Trust
Company); Director, Investment Company Capital Corp.
(registered investment advisor); and Director and
Chairman, the Executive Committee of Virginia Hot
Springs, Inc. (property management). Formerly, Managing
Director and Vice Chairman, Alex. Brown & Sons
Incorporated (now DB Alex. Brown LLC) and Director, ISI
Family of Funds (registered investment company).
Director of eight funds in the Flag Family of Funds.
- ----------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth 1/29/40 President, The Wadsworth Group (registered investment
Director of the Fund and Trustee of the advisor), First Fund Distributors, Inc. (registered
Flag Portfolios since inception broker-dealer) and Guinness Flight Investment Funds,
Inc.; Director, The Germany Fund, Inc., The New Germany
Fund, Inc., The Central European Equity Fund, Inc., and
Vice President, Professionally Managed Portfolios and
Advisors Series Trust (registered investment
companies). Director of eight funds in the Flag Family of
Funds.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

* Denotes an individual who is an "interested person" as defined in the 1940
Act.

Compensation of Directors/Trustees

Each Director/Trustee who is not an "interested person" within the
meaning of the 1940 Act receives an aggregate annual fee (plus

<PAGE>

reimbursement for reasonable out-of-pocket expenses incurred in
connection with his or her attendance at Board and committee meetings)
from the Fund, the Flag Portfolios and all of the other funds in the
Fund Complex for which he or she serves. Payment of such fees and
expenses is allocated among all such funds in proportion to their
relative net assets. Officers of the Fund receive no direct
remuneration from the Fund. Officers of the Fund who are employees of
Deutsche Asset Management Americas or its affiliates may be considered
to have received remuneration indirectly.

The aggregate compensation payable by the Fund and Portfolio as well as
by the Fund Complex to each of the Fund's Directors and the Portfolio's Trustees
serving during the fiscal year ended August 31, 1999 is set forth in the
compensation table below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Name and Position Aggregate Compensation Total Compensation Number of Funds in the
Payable from the Fund Payable from the Fund, Fund Complex for which
and the Flag Portfolios the Flag Portfolios and Director/Trustee serves
the Fund Complex (2) (2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard R. Burt, $14,000 $27,000 Seven
Director/Trustee
- ----------------------------------------------------------------------------------------------------------------------
Edward C. Schmults, Esq, $13,500 $41,500 Nine
Director/Trustee
- ----------------------------------------------------------------------------------------------------------------------
Christian Strenger, $0 $0
Director/Trustee (1)
- ----------------------------------------------------------------------------------------------------------------------
Robert Wadsworth, Director/Trustee $14,500 $64,000 Ten
- ----------------------------------------------------------------------------------------------------------------------
Werner Walbrol, $14,000 $45,250 Nine
Director/Trustee
- ----------------------------------------------------------------------------------------------------------------------
Brian A. Lee, $0 $0
President (1)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A Director who is an "interested person" as defined in the 1940 Act.

(2) As of August 31, 1999, the Fund Complex consisted of the Fund, the Flag
Portfolios, The New Germany Fund, Inc., The Central European Equity Fund,
Inc. and The Germany Fund, Inc.

Meetings and Committees of the Board of Directors/Trustees

There were four regular meetings of the Board of Directors/Trustees
held during the fiscal year ended August 31, 1999. All incumbent Directors
attended all of the meetings held during their respective terms.

The Board of Directors/Trustees has an Audit Committee. The Audit
Committee makes recommendations to the full Board of Directors/Trustees with
respect to the engagement of independent accountants. The Committee reviews,
with the independent accountants, the results of the audit engagement and
matters having a material effect on the Fund's or the Flag Portfolios' financial
operations. The members of the Audit Committee during the fiscal year ended
August 31, 1999, were Richard Burt, Edward Schmults, Robert Wadsworth and Werner
Walbrol], each of whom is not an "interested person" within the meaning of the
1940 Act. If elected, Messrs. Hardiman, Levy and McDonald and Ms. Rimel will
become members of the Audit Committee. The Audit Committee did not meet during
the fiscal year ended August 31, 1999.

The Board of Directors/Trustees has a Nominating Committee. The
Nominating Committee makes recommendations to the full Board of

<PAGE>

Directors/Trustees with respect to candidates for the Board. The members of the
Nominating Committee during the fiscal year ended August 31, 1999, were Richard
Burt, Edward Schmults, Robert Wadsworth and Werner Walbrol], each of whom is not
an "interested person" within the meaning of the 1940 Act. If elected, Messrs.
Hardiman, Levy and McDonald and Ms. Rimel will become members of the Nominating
Committee. The Nominating Committee met twice during the fiscal year ended
August 31, 1999. All incumbent members attended the meetings.

Board Approval of the Election of Directors and Trustees

At meetings of the Board of Directors and Trustees held on October 14,
1999 and January 31, 2000, the Board of Directors and Trustees recommended that
shareholders vote FOR each of the Nominees named herein. In recommending that
shareholders elect the Nominees, the Board considered the Nominees' experience
and qualifications.

Therefore, after careful consideration, the Boards, including the
Independent Directors and Trustees of each, recommend that the
respective shareholders of the Series and the Flag Portfolios vote
"FOR" the election of the Directors and Trustees.

PROPOSAL 2: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE FUND AND FLAG PORTFOLIOS

The Boards of the Fund and the Flag Portfolios, including a majority of
the Independent Directors and Trustees of each, have approved the selection of
PricewaterhouseCoopers LLP to serve as independent accountants for the Fund and
the Flag Portfolios for the current fiscal year. PricewaterhouseCoopers LLP has
served as independent accountants of the Fund and the Flag Portfolios since the
date of the Fund's and Flag Portfolio's inception and has advised the Fund and
the Flag Portfolios that it has no direct or indirect financial interest in the
Fund or the Flag Portfolios. Representatives of PricewaterhouseCoopers LLP are
not expected to be present at the Meeting and, thus, are not expected to make a
statement; however, one or more representatives will be available by telephone
to respond to appropriate questions posed by shareholders or management.

Therefore, after careful consideration, the Boards, including the
Independent Directors and Trustees of each, recommend that the
respective shareholders of the Fund and the Flag Portfolios vote "FOR"
the ratification of the Independent Accountants as set for in this
Proposal.

PROPOSAL 3A: CHANGE IN INVESTMENT ADVISORY AGREEMENT. TO APPROVE NEW AGREEMENT
BETWEEN THE PORTFOLIOS AND DEUTSCHE FUND MANAGEMENT, INC.

<PAGE>

PROPOSAL 3B: CHANGE IN INVESTMENT ADVISORY AGREEMENT. TO APPROVE NEW AGREEMENT
BETWEEN THE PORTFOLIOS AND INVESTMENT COMPANY CAPITAL CORP.

General Information

On June 4, 1999, Deutsche Bank AG ("Deutsche Bank") combined with
Bankers Trust Corporation (the "Merger"). Deutsche Bank is the parent company of
Deutsche Fund Management, Inc. ("DFM"), the current investment manager to the
Flag Portfolios in which the Fund invests as well as of Investment Company
Capital Corp. ("ICCC"), the proposed investment advisor. The New ICCC Investment
Advisory Agreement is proposed to simplify the organizational structure of
Deutsche Bank's U.S. mutual fund operations, enhance the efficiency of their
administration and promote consistency of internal controls, compliance and
regulatory oversight. The New ICCC Investment Advisory Agreement is to be
implemented within two years of the date of the Meeting upon approval of the
Independent Directors and Trustees . The deferral in implementing the New ICCC
Investment Advisory Agreement may be needed to permit Deutsche Bank a sufficient
amount of time to plan, prepare and institute the necessary arrangements for
ICCC to consolidate Deutsche Bank's U.S. mutual fund operations.

In the near term, ICCC may acquire a controlling interest in DFM, which
is currently held through another Deutsche Bank subsidiary. It is possible that
the change in direct control of DFM (even though it would remain a Deutsche Bank
subsidiary) combined with anticipated additions of current ICCC personnel to
DFM, could be deemed an assignment of the Current DFM Investment Advisory
Agreement. Accordingly, shareholder approval is also sought for a New DFM
Investment Advisory Agreement.

The Current DFM Investment Advisory Agreement

Currently DFM serves as investment manager to the Portfolios pursuant
to an Investment Advisory Agreement between DFM and the Portfolios, dated as of
July 28, 1997 (the "Current Investment Advisory Agreement"). The Current
Investment Advisory Agreement was initially approved by the shareholders of the
Series/Portfolios on September 24, 1997. The Current Investment Advisory
Agreement was last approved by the Fund's/Portfolios' Board of
Directors/Trustees, including a majority of the Independent Directors/Trustees,
on July 12, 1999.

Additional Information on the Current Investment Advisor

Deutsche Fund Management, Inc. DFM is a registered investment advisor
that had under management as of December 31, 1999 approximately $___ billion,
including assets of the Fund and the assets of DFM's other clients. DFM is an
indirect wholly owned subsidiary of Deutsche Bank. The principal address of DFM
is 31 West 52nd Street, New York, New York 10019 and the principal address of
Deutsche Bank is Aktiengesellschaft, Taunusalage 12, D-60262 Frankfurt am Main,
Federal Republic of Germany.

<PAGE>

Deutsche Asset Management Americas is an operating unit of Deutsche
Bank consisting of ICCC, DFM and other asset management affiliates of Deutsche
Bank.

The following information is provided for each Director and the
principal executive officer of DFM.
<TABLE>
<CAPTION>

Name, Address and Position with DFM Principal Occupation
<S> <C>
Udo Behrenwaldt, Director Director, DFM
65719 Germanensrtabe 8 Managing Director, DWS
Hofheim, Germany Executive Director, DB Investment Mgmt. S.A.
Managing Director, DWS Deutsche Gesellschaft Fuer
Wertpapiersparen mbH

Richard T. Hale, President Managing Director, Deutsche Asset Management Americas
1 South Street Managing Director, DB Alex. Brown LLC
Baltimore, Maryland 21202 Director and President, Investment Company Capital Corp.

Holger Naumann, Director Head of Participations, DWS Gessellschaft fuer Wertpapiersparen mbH
60325 Goiollesttrasse67 Director, DFM
Frankfurt, Germany

Ross Youngman, Director Managing Director, Deutsche Asset Management Americas

Daniel O. Hirsch, Vice President and Secretary Director, Deutsche Asset Management Americas

Jim Knell, Treasurer Vice President, Deutsche Asset Management Americas

</TABLE>

Information on the Proposed Investment Advisor

Investment Company Capital Corp. ICCC is a registered investment
advisor that had under management as of December 31, 1999 approximately $11
billion, including assets of the Fund and the assets of ICCC's other clients.
ICCC is an indirect wholly owned subsidiary of Deutsche Bank AG. The principal
address of ICCC is One South Street, Baltimore, Maryland, 21202 and the
principal address of Deutsche Bank is Deutsche Bank Aktiengesellschaft,
Taunusalage 12, D-60262 Frankfurt am Main, Federal Republic of Germany.

Deutsche Asset Management Americas is an operating unit of Deutsche
Bank consisting of ICCC, DFM and other asset management affiliates of Deutsche
Bank.

The following information is provided for each Director and the
principal executive officer of ICCC. Unless otherwise noted, the address for
each is One South Street, Baltimore, Maryland 21202

<PAGE>
<TABLE>
<CAPTION>
Name, Address and Position with ICCC Principal Occupation
- ------------------------------------ --------------------
<S> <C>
James T. Byrne, Jr., Secretary o Corporate Secretary, DB Alex. Brown LLC
David C. Fisher, Treasurer o ___________________________________
Richard T. Hale, Director and President o Managing Director, Deutsche Asset Management
Margaret-Mary V. Preston, Director o Managing Director, DB Alex. Brown LLC
Mayo A. Shattuck III, Director o Co-CEO and Chairman, DB Alex. Brown LLC
Truman T. Semans, Director o Vice Chairman, Brown Investment Advisory & Trust Company
Furness House
19 South Street
Baltimore, Maryland 21202
Edward J. Veilleux, Executive Vice President o Director, Deutsche Asset Management
</TABLE>
The New Investment Advisory Agreements

The New DFM Investment Advisory Agreement is identical to the Current
Investment Advisory Agreement with the exception of the dates of execution,
effectiveness and initial term. The New ICCC Investment Advisory Agreement
contains the following provisions that differ from those of the Current
Investment Advisory Agreement.
o The parties, dates of execution, effectiveness, initial term and
termination notice period are different.
o ICCC is permitted to delegate its investment management duties to
other affiliates, subject (if required by the 1940 Act) to the
approval of the Trustees and unitholders of the Portfolios.
o ICCC is entitled to reimbursement by the Portfolios for expenses
paid by ICCC on behalf of the Portfolios that are for services which
are not covered under the New ICCC Investment Advisory Agreement.
o ICCC is permitted to delegate its non-advisory services to third
parties that it supervises. ICCC is responsible for compensating such
third parties for their services.

The terms of the New Investment Advisory Agreements are summarized
below and are qualified by reference to Exhibit A. In the following discussion
the term "Advisor" refers to each of DFM and ICCC.

The New Investment Advisory Agreements Annual Rate between the
Portfolios and DFM or ICCC, as applicable, provide that the Advisor, in return
for its fee, will (a) manage or appoint a sub-advisor to manage the investment
operations of the Portfolios in accordance with each Portfolio's respective
objective and policies; (b) provide certain supervisory and administrative
services to the Portfolios negotiating, maintaining, evaluating and coordinating
contractual arrangements with third-party service providers; (c) pay all
expenses including personnel costs and overhead, incurred by it in connection

<PAGE>

with the performance of its obligations under the agreement and extraordinary
expenses and shall pay the salaries of any Trustees or officers of the
Portfolios who are affiliated persons of the Advisor; and (d) review all
registration statements, amendments thereto and other documents as may be
required for compliance by the Portfolios. Provided however, the Advisor shall
not be deemed to assume any duties under the agreement with respect to any
duties or functions specifically assumed by any administrator, fund accounting
agent, custodian, private placement agent or transfer agent to the Portfolios.

Advisory Fees. The investment advisory fee as a percentage of net
assets payable by the Portfolios will be the same under the New Investment
Advisory Agreements as under the Current Investment Advisory Agreement.

Under the New Investment Advisory Agreements, the Portfolios pay the
Advisor an annual fee based on the Portfolios' respective average daily net
assets. This fee is calculated and accrued daily and the amounts of the daily
accruals shall be paid monthly, at the annual rate for each Portfolio listed
below. The Advisor may, from time to time, voluntarily waive a portion of its
management fee to preserve or enhance the performance of the Portfolios.

Portfolio Annual Rate
- --------- -----------
Flag Investors Top 50 World (US Dollar) 1.00%
Flag Investors Top 50 Europe (US Dollar) 1.00%
Flag Investors Top 50 Asia (US Dollar) 1.00%
Flag Investors Provesta (US Dollar) (European Mid Cap) 0.85%
Flag Investors Japanese Equity (US Dollar) 0.85%
Flag Investors Top 50 US (US Dollar) 0.85%
Flag Investors US Money Market (US Dollar) 0.15%

The services of the Advisor are not to be deemed exclusive, and the
Advisor is free to render investment management and corporate administrative or
other services to others (including other investment companies), and to engage
in other activities, so long as its services under the agreement are not
impaired thereby. The Advisor's officers or directors may serve as officers or
trustees of the Portfolio, and the Portfolio's officers or trustees may serve as
officers or directors of the Advisor, to the extent permitted by law. In
addition, the Advisor is obligated to pay expenses associated with providing the
services contemplated by the New Investment Advisory Agreement. The Portfolios
bear certain other expenses including the fees of the Portfolios' Board.

In addition, the New ICCC Investment Advisory Agreement contains
additional provisions to permit ICCC to delegate its advisory duties to other
affiliates and to delegate its non-advisory services to third parties that it
supervises. These changes are incorporated in Sections 4 and 5 of the New ICCC
Investment Advisory Agreement contained in Exhibit A.

Following the expiration of its initial two-year term, the New
Investment Advisory Agreements continue in full force and effect from year to
year, provided that such continuance is specifically approved at least annually
in conformity with the requirements of the 1940 Act.

<PAGE>

The New Investment Advisory Agreements may be terminated at any time,
and without any penalty, by vote of a majority of all the Trustees of the
Portfolios, or by vote of a majority of the Portfolios' outstanding voting
securities on 60 days' written notice to the Advisor or by the Advisor, at any
time without the payment of a penalty, on 90 days' notice (for the New DFM
Advisory Agreement) or on 60 days' notice (for the New ICCC Advisory Agreement)
to the Portfolios. The Agreements automatically and immediately terminate in the
event of assignment.

The New Investment Advisory Agreements obligate the Advisor to use the
same skill and care in the management of each Portfolio's investments as it uses
in the administration of other accounts for which it has investment
responsibility as agent, but the Advisor shall not be liable for any error in
judgment or mistake of law or for any loss or expense suffered by the Portfolios
in connection with the matters to which the Agreement relates, except a loss or
expense resulting from willful misfeasance, bad faith or gross negligence on its
part or in the performance of its duties or from reckless disregard by it of its
obligations and duties under the Agreement.

Board Considerations. The Boards held a meeting on January 31, 2000, at
which the Boards, including the Independent Trustees and Directors, unanimously
approved the New Investment Advisory Agreements and recommended the New
Investment Advisory Agreements for approval by the shareholders of the
Portfolio/Fund. In evaluating the New Investment Advisory Agreements, the Boards
based their determination primarily on their conclusion that there would be a
high degree of continuity of services to the Portfolios and took into account
that the Current Investment Advisory Agreement and the New Investment Advisory
Agreements, including their terms relating to the services to be provided
thereunder and the fees and expenses payable by the Fund, are substantially
identical. The Board further considered how the New ICCC Investment Advisory
Agreements could help simplify the organizational structure of Deutsche Bank's
U.S. mutual fund operations, enhance the efficiency of its administration and
promote consistency of internal controls, compliance and regulatory oversight.

The Boards were informed that pursuant to Sections 15(a) and 2(a)(4) of
the 1940 Act, the change in control of DFM may be deemed an assignment of the
Current Investment Advisory Agreement and, therefore, would necessitate the
implementation of a New DFM Investment Advisory Agreement.

The Boards were apprised that the possible deferral in implementing the
New ICCC Investment Advisory Agreements may be needed to permit Deutsche Bank a
sufficient amount of time to plan, prepare and institute the necessary
arrangements for ICCC to consolidate Deutsche Bank's U.S. mutual fund
operations. The Advisor also emphasized to the Boards that the New ICCC
Investment Advisory Agreements would be implemented only upon the approval of
the Independent Trustees and Directors, based on information they then deemed
adequate and necessary to consider these arrangements.

After consideration of the above factors and such other factors and
information that the Boards deemed relevant, the Boards, including the
Independent Trustees and Directors, unanimously approved the New Investment
Advisory Agreements and voted to recommend their approval to the shareholders.

<PAGE>

Additional Information. On March 11, 1999, Bankers Trust , a separate
subsidiary of Bankers Trust Corporation, announced that it had reached an
agreement with the United States Attorney's Office in the Southern District of
New York to resolve an investigation concerning inappropriate transfers of
unclaimed funds and related record-keeping problems that occurred between 1994
and early 1996. ICCC became an affiliate of Bankers Trust and Deutsche Bank
acquired Bankers Trust Corporation after these events took place. Pursuant to
its agreement with the U.S. Attorney's office, Bankers Trust Company plead
guilty to misstating entries in the bank's books and records and agreed to pay a
$63.5 million fine to state and federal authorities. On July 26, 1999, the
federal criminal proceedings were concluded with Bankers Trust Company's formal
sentencing. The events leading up to the guilty pleas did not arise out of the
investment advisory or management activities provided by DFM to the Portfolios
or the proposed management activities, which would be provided by ICCC.

As a result of the pleas, absent an order from the SEC, neither DFM nor
ICCC would be able to continue as Advisor. The SEC granted Bankers Trust a
temporary order under Section 9(c) of the 1940 Act to permit Bankers Trust and
its affected affiliates to continue to provide investment advisory services to
registered investment companies, and Bankers Trust, pursuant to Section 9(c) of
the 1940 Act, has filed an application for a permanent order. Unless extended,
the temporary order expires on March 8, 2000, or such earlier date as the SEC
takes final action on the application for a permanent order. However, there is
no assurance that the SEC will grant a permanent order. If the SEC does not
grant a permanent order or extend the temporary order, shareholders will receive
supplemental proxy materials requesting such other action as deemed appropriate
by the Board.

PROPOSAL 4A: TO APPROVE NEW INVESTMENT SUB-ADVISORY AGREEMENTS BETWEEN DWS
INTERNATIONAL PORTFOLIO MANAGEMENT GMBH AND:

I) DEUTSCHE FUND MANAGEMENT, INC.
II) INVESTMENT COMPANY CAPITAL CORP.

PROPOSAL 4B: TO APPROVE NEW INVESTMENT SUB-ADVISORY AGREEMENTS BETWEEN DEUTSCHE
ASSET MANAGEMENT, INC. AND

I) DEUTSCHE FUND MANAGEMENT, INC.

II) INVESTMENT COMPANY CAPITAL CORP.

<PAGE>

PROPOSAL 4C: TO APPROVE NEW INVESTMENT SUB-ADVISORY
AGREEMENTS BETWEEN BANKERS TRUST COMPANY AND:

I) DEUTSCHE FUND MANAGEMENT, INC.
II) INVESTMENT COMPANY CAPITAL CORP.

General Information

As discussed previously, the Boards have approved implementing New
Investment Advisory Agreements between the Portfolios and DFM as well as
replacing DFM with ICCC. Therefore, New Investment Sub-Advisory Agreements with
respect to the Portfolios will also be required upon the restructuring of DFM
and upon the ultimate replacement of DFM with ICCC. The implementation of the
New ICCC Investment Advisory Agreement, and thus, the New ICCC Investment
Sub-Advisory Agreement, may be deferred to permit Deutsche Bank a sufficient
amount of time to plan, prepare and institute the necessary arrangements for
ICCC to consolidate Deutsche Bank's U.S. mutual fund operations.

In line with its efforts to consolidate the operations of its U.S.
mutual funds business, Deutsche Bank has decided that Deutsche Bank Investment
Management, Inc. ("DBIM"), the current sub-advisor to the Top 50 US Portfolio
and the U.S. Money Market Portfolio, will no longer provide investment advice to
the U.S. mutual funds but will focus its efforts on advising bank clientele. As
such, it is proposed that Deutsche Asset Management, Inc. ("DAMI") and Bankers
Trust, other investment advisory subsidiaries of Deutsche Bank, will assume the
sub-advisory services for the Top 50 US Portfolio and U.S. Money Market
Portfolio, respectively. The following table lists the current and proposed
investment sub-advisors for the Portfolios.
<TABLE>
<CAPTION>

Portfolio Current Sub-Advisor Proposed Sub-Advisor
- --------- ------------------- --------------------
<S> <C> <C>
Flag Investors Top 50 World (US Dollars) DWS DWS
Flag Investors Top 50 Europe (US Dollars)
Flag Investors Top 50 Asia (US Dollars)
Flag Investors Provesta (US Dollars) (European Mid Cap)
Flag Investors Japanese Equity (US Dollars)
Flag Investors Top 50 US (US Dollars) DBIM DAMI
Flag Investors US Money Market (US Dollars) DBIM Bankers Trust Company
</TABLE>

The Current Investment Sub-Advisory Agreement

The Current Investment Sub-Advisory Agreement among DFM, DWS and DBIM
is dated as of July 28, 1997 (the "Current Investment Sub-Advisory Agreement").
It was initially approved by the shareholders of the Portfolios on September 24,
1997, and was last approved by the Portfolios' Board of Trustees, including a
majority of the Independent Trustees, on July 12, 1999.

<PAGE>

[REQUIRED INFO ON DBIM TO BE INSERTED HERE]

The New Investment Sub-Advisory Agreements

The New Investment Sub-Advisory Agreements are identical to the Current
Investment Sub-Advisory Agreement with the exception of the parties, dates of
execution, effectiveness, initial term and an additional provision that allows
the Advisor, with the approval of the Independent Trustees, to adjust the
portion of the assets managed and the fees paid to the sub-advisor. The New
Investment Sub-Advisory Agreement initially will be among DFM as Investment
Advisor and DWS, DAMI and Bankers Trust (each a "Sub-Advisor"). Upon replacement
of DFM with ICCC as Investment Advisor, a New Investment Sub-Advisory Agreement
among ICCC as Investment Advisor and each Sub-Advisor will be implemented. The
Boards have approved implementing the New Investment Sub-Advisory Agreements.
The terms of the New Investment Advisory Agreements are summarized below and are
qualified by reference to Exhibit B.

The New Investment Sub-Advisory Agreements provide that the
Sub-Advisor, in return for its fee, will (a) manage, the investment operations
of the Portfolios in accordance with each applicable Portfolio's respective
objective and policies; (b) furnish a continuous investment program for each
applicable Portfolio; (c) determine the securities or other investments to be
purchased, sold or lent by the applicable Portfolios and as agent of the
Portfolios, will effect portfolio transactions pursuant to its determinations;
and (d) maintain a set of books and records with respect to each applicable
Portfolio's securities transactions. Provided however, the Sub-Advisor shall not
be deemed to assume any duties under the agreement to make any business,
operational or management decisions on behalf of the Portfolios other than with
respect to the investment operations and composition of an applicable
Portfolio's holdings of securities and other investments.

Investment Sub-Advisory Fees. The investment sub-advisory fee as a
percentage of net assets payable to the Sub-Advisor will be the same under the
New Investment Sub-Advisory Agreements as under the Current Investment
Sub-Advisory Agreement. The annual fee is based on the Fund's average daily net
assets. This fee is calculated and accrued daily and paid at the end of each
calendar month, at the following annual rates.

Portfolio Annual Rate
- --------- -----------

Flag Investors Top 50 World (US Dollars) 0.75%
Flag Investors Top 50 Europe (US Dollars) 0.75%
Flag Investors Top 50 Asia (US Dollars) 0.75%
Flag Investors Provesta (US Dollars)(European Mid Cap) 0.60%
Flag Investors Japanese Equity (US Dollars) 0.60%
Flag Investors Top 50 US (US Dollars) 0.60%
Flag Investors US Money Market (US Dollars) 0.1125%

The Advisor may, with the approval of the Sub-Advisor and Independent
Trustees, from time to time adjust the duties of the Sub-Advisor, the portion of
Portfolio assets that such Sub-Advisor shall manage and the fees to be paid the
Sub-Advisor by the Advisor.

<PAGE>

The services of the Sub-Advisor are not to be deemed exclusive, and the
Sub-Advisor is free to render investment advisory services and to engage in
other activities, so long as its services under the agreement are not impaired
thereby.

Following the expiration of its initial two-year term, the New
Investment Sub-Advisory Agreements continue in full force and effect from year
to year, provided that such continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act.

The New Investment Sub-Advisory Agreements may be terminated, without
the payment of any penalty, with respect to any Portfolio by (a) the Advisor;
(b) by the Portfolios upon a vote of the Portfolios' Board of Trustees, or by a
vote of a majority of the a Portfolio's or all Portfolios' (as the case may be)
outstanding voting securities on 60 days' written notice to the Sub-Advisor or
by the Sub-Advisor, without the payment of any penalty on 90 days' written
notice to the Advisor and the Portfolios. The agreement automatically and
immediately terminates in the event of its assignment.

The New Investment Sub-Advisory Agreements obligate the Sub-Advisor to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits to ensure the accuracy of all services performed under
the agreement, but the Sub-Advisor is not liable for any act or omission which
does not constitute willful misfeasance, bad faith or gross negligence on the
part of Sub-Advisor or its officers, directors or employees or reckless
disregard by the Sub-Advisor of its duties under the agreement.

Board Considerations

The Boards held a meeting on January 31, 2000, at which the Boards,
including the Independent Directors and Trustees, approved the New Investment
Sub-Advisory Agreements for each Portfolio and recommended the New Investment
Sub-Advisory Agreements for approval by the shareholders of the Portfolios and
the Funds. In evaluating the New Investment Sub-Advisory Agreements, the Boards
considered substantially the same factors that led them to approve the New
Advisory Agreements, particularly the continuity of services. In this regard,
the Boards took into account that the Current Investment Sub-Advisory Agreement
and the New Investment Sub-Advisory Agreements, including their terms relating
to the services to be provided thereunder by each Sub-Advisor and the fees and
expenses, are identical except for the parties involved and the dates.

The Boards were apprised that the New Investment Sub-Advisory Agreement
between DFM and each Sub-Advisor would be implemented upon shareholder approval
and that a New Investment Sub-Advisory Agreement between ICCC and each
Sub-Advisor will be needed upon the implementation of the New Advisory Agreement
with ICCC. The deferral of the New Investment Advisory Agreement with ICCC may
be needed to permit Deutsche Bank a sufficient amount of time to plan, prepare
and institute the necessary arrangements for ICCC to consolidate Deutsche Bank's
U.S. mutual fund operations. The Advisor also emphasized to the Boards that the

<PAGE>

New Investment Sub-Advisory Agreement with ICCC would be implemented only upon
the approval of the Independent Trustees and Directors, based on information
they then deemed adequate and necessary to consider these arrangements.

Additional Information on Each Sub-Advisor

Deutsche Bank Investment Management Inc. DBIM is a registered
investment advisor. For the fiscal year ended August 31, 1999, DFM paid DBIM an
aggregate fee of $388,069 for investment advisory services. The names, business
addresses and principal occupations of the current directors and chief executive
officers of DBIM are set forth below. Except as otherwise indicated, the
business address of the individuals named below is 31 West 52nd Street, New
York, NY 10019.
<TABLE>
<CAPTION>

Name and Address Principal Occupation
- ---------------- --------------------
<S> <C>
Kenneth J. Tarr o Chairman of the Board, Deutsche Bank Investment Management Inc.
o Executive Vice President, Deutsche Bank, AG

Hanspeter Ackermann o Managing Director and Chief Investment Officer, Deutsche Bank Investment
Management Inc.
o Managing Director, Deutsche Bank Securities Inc.

Douglas H. Lemmonds o Managing Director and Director, Deutsche Bank Investment Management Inc.
o President and Chief Operating Officer, Deutsche Bank Trust Company
o Managing Director, Deutsche Bank AG

Michael C. Lowengrub o Treasurer, Deutsche Bank Investment Management Inc.
o Treasurer, Deutsche Fund Management, Inc.
o Treasurer, Deutsche Bank Trust Company
o Director, Deutsche Bank AG

Mary N. Owen o Managing Director and Chief Compliance Officer, Deutsche Bank Investment
Management Inc.
o Managing Director and Chief Compliance Officer, Deutsche Bank Securities
Inc.

Robert R. Gambee o Secretary, Deutsche Bank Investment Management Inc.
o Assistant Secretary, DB New Worl Fund Limited
o Chief Operating Officer and Secretary, The Germany Fund Inc.
o Chief Operating Officer and Secretary, The Central European Equity Fund
Inc.
o Chief Operating Officer and Secretary, The New Germany Fund Inc.
</TABLE>
<PAGE>

DWS International Portfolio Management GmbH. DWS is a registered
investment advisor. For the fiscal year ended August 31, 1999, DFM paid DWS an
aggregate fee of $166,352 for investment advisory services.

The following information is provided for each director and the
principal executive officer of DWS. Unless otherwise indicated, the business
address of the individuals named below is Gruenebergweg 113-115, D-60323
Frankfurt am Main, Federal Republic of Germany.

<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Udo Behrenwaldt o Managing Director, DWS
o Director, Deutsche Fund Management, Inc.
o Managing Director, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH
o Executive Director, DB Investment Management S.A.

Axel-Guenter Benkner o Managing Director, DWS
o Managing Director, Deutsche Vermoegensbildungsgesellschaft mbH
o Managing Director, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Heinz-Wilhelm Fesser o Senior Portfolio Manager, DWS
o Head of Fixed Income, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Matthias Geuckler o Chief Compliance Officer, DWS
o Chief Compliance Officer, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Klaus Kaldemorgen o Senior Portfolio Manager, DWS
o Head of Equities-Global, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Klaus Martini o Senior Portfolio Manager, DWS
o Head of Equities-Europe, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Gerhard Seifreid o Chief Operations Officer, DWS
o Head of Fund Administration, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Christian Strenger o Managing Director, DWS
o Chairman of Board of Directors, Deutsche Fund Management, Inc.
o Managing Director/ Spokesman, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Reinhold Volk o Chief Financial Officer, DWS
o Head of Controlling, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH

Elisabeth Weisenhorn o Senior Portfolio Manager, DWS
o Head of Equities-Germany, DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH
</TABLE>

<PAGE>

Deutsche Asset Management, Inc. DAMI is a registered investment
advisor. The names, business addresses and principal occupations of the current
directors and chief executive officer of DAMI are set forth below. Except as
otherwise indicated, the business address of the individuals named below is 885
Third Avenue, 32nd Floor, New York, NY 10022 and their positions at DAMI
constitute their principal occupation.

<TABLE>
<CAPTION>
Name and Address Principal Occupation
- ---------------- --------------------
<S> <C>
Richard Marin o President and Director, Deutsche Asset Management Inc.
280 Park Avenue o Managing Director, Deutsche Bank, AG
New York, NY 10017

David Westover Baldt o Executive Vice President and Director, Deutsche Asset
Executive Vice President and Director Management Inc.

Audrey Mary Theresa Jones o Executive Vice President, Portfolio Manager and Director,
Deutsche Asset Management Inc.

Robert H. Smith o Chairman and Director , Deutsche Asset Management Inc.
o Chief Executive Officer, Morgan Grenfell Asset Management
o Chairman and Chief Executive Officer, Morgan Grenfell
Development Capital

Steven Schneider o Managing Director, Deutsche Bank AG
280 Park Avenue
New York, NY 10017
</TABLE>

21
<PAGE>

Bankers Trust. Bankers Trust is a United States commercial bank and is
regulated by the New York State Banking Department. The names, business
addresses and principal occupations of the current directors and chief executive
officer of Bankers Trust are set forth below.

Name and Address Principal Occupation
- ---------------- --------------------

Josef Ackermann o Chairman of the Board, Chief
Deutsche Bank AG Executive Officer and President,
Taunusanlage 12 Bankers Trust Company
D-60262 Frankfurt am Main o Member, Board of Managing Directors,
Federal Republic of Germany Deutsche Bank AG.

Hans Angermueller o Director, Bankers Trust
Shearman & Sterling o Director of various corporations
599 Lexington Avenue o Shearman & Sterling, of counsel
New York, New York 10022

George B. Beitzel o Director, Bankers Trust
29 King Street o Director of various corporations
Chappaqua, NY 10514-3432

William R. Howell o Director, Bankers Trust
J.C. Penney Company, Inc. o Chairman Emeritus, J.C. Penney
P.O. Box 10001 Company, Inc.
Dallas, TX 75301-1109 o Director of various corporations

Hermann-Josef Lamberti o Director, Bankers Trust
Deutsche Bank AG o Member, Board of Managing Directors,
Taunusanlage 12 Deutsche Bank AG.
D-60262 Frankfurt am Main
Federal Republic of Germany

John A. Ross o Director Bankers Trust
Deutsche Bank o Regional Chief Executive Officer,
31 West 52nd Street Deutsche Bank Americas Holding Corp.
New York, NY 10019

Ronaldo H. Schmitz o Director Bankers Trust
Deutsche Bank AG o Member, Board of Managing Directors,
Taunusanlage 12 Deutsche Bank AG.
D-60262 Frankfurt am Main
Federal Republic of Germany

Therefore, after careful consideration, the Boards, including the
Independent Directors and Trustees of each, recommend that the respective
shareholders of the Series and the Flag Portfolios vote "FOR" the approval
of the New Investment Advisory Agreements in Proposals 4A, 4B and 4C.

22
<PAGE>

ADDITIONAL INFORMATION

Directors and Executive Officers of the Fund and the Portfolios

Information about the Fund's and the Portfolios' current Directors and
Trustees and principal executive officers is set forth below. Each officer of
the Fund and the Portfolios will hold such office until the respective Board of
Directors and Trustees has elected a successor. Directors and Trustees and
officers of the Fund and the Portfolios are also directors and officers of some
or all of the other investment companies managed, administered or advised by
ICCC or its affiliates.

Edward C. Schmults Director, Green Point Financial Corp., BT
Director Insurance Funds Trust, The Germany Fund, Inc.
and The Central European Equity Fund, Inc.;
Chairman of the Board, The Edna McConnell
Clark Foundation. Formerly, Senior Vice
President - External Affairs and General
Counsel, GTE Corporation, 1984-1994.

Werner Walbrol President and Chief Executive, German
Director American Chamber of Commerce, Inc.;
President, European American Chamber of
Commerce; Member, United States German Youth
Exchange Council; Director, TUV Rheinland of
North America, Inc., the Germany Fund, Inc.
DB New World Fund, Limited and LDC, The
Central European Equity Fund, Inc. and BT
Insurance Funds; President and Director,
German American Partnership Program.

Robert H. Wadsworth See information provided under Proposal 1.

Amy M. Olmert Vice President, Deutsche Asset Management None **
Assistant Secretary since Americas since 1999; and Vice President, BT
1999 Alex. Brown Incorporated (now DB Alex. Brown
LLC), 1997-1999. Formerly, Senior Manager,
Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP), 1988-1997.

Joseph Parascondola Assistant Vice President, Deutsche Fund None **
Treasurer Management, Inc. Formerly, Assistant Vice
President and Assistant Manager, Weiss, Peck
& Greer L.L.C., 1995-1998; and Mutual Fund
Accounting Manager, Concord Financial Group,
1991-1995. LLP), 1993-1998.
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
Name and Position Business Experience During the Past Five Shares Beneficially
With the Fund Years Including All Directorships Owned as of 12/31/99 %
- ----------------- --------------------------------- -------------------- ---
<S> <C>
Daniel O. Hirsch Director, Deutsche Asset Management Americas None **
Assistant Secretary since since 1999; and Principal, BT Alex. Brown
1999 Incorporated (now DB Alex. Brown LLC),
1998-1999. Formerly, Assistant General
Counsel, United States Securities and
Exchange Commission, 1993-1998.

Holger Naumann Director, Deutsche Fund Management, Inc.
Assistant Treasurer
</TABLE>

** As of December 31, 1999 the Directors/Trustees and officers of the Fund
and Portfolios as a group beneficially owned an aggregate of less than 1%
the Fund/Portfolios.

Principal Underwriter

ICC Distributors, Inc, located at Two Portland Square, Portland, Maine,
04104, acts as the Fund's principal underwriter.

Portfolio Transactions

In the fiscal year ended August 31, 1999, the Fund paid $510,936 in
brokerage commissions to ___________ or its affiliates.

Independent Accountants

PricewaterhouseCoopers LLP, located at 1177 Avenue of the Americas, New
York, New York 10036, , are the independent accountants for the Fund for the
fiscal year ending August 31, 2000.

Beneficial Ownership of Shares of the Fund

Annex I attached hereto sets forth information as of the Record Date
regarding the beneficial ownership of the Series' shares by (i) the only persons
known by each Series to beneficially own more than five percent of the
outstanding shares of the Series, (ii) the Directors/Trustees and
Director/Trustee Nominees, (iii) the executive officers of each Series, and (iv)
the Directors/Trustees and executive officers of each Series as a group. The
number of shares beneficially owned by each Director/Trustee, Director/Trustee
Nominee or executive officer is determined under rules of the Securities and
Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual has the sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days of the Record Date through the exercise of
any stock option or other right. Unless otherwise indicated, each person has
sole investment and voting power (or shares this power with his or her spouse)
with respect to the shares set forth in Annex I. The inclusion herein of any
shares deemed beneficially owned does not constitute an admission of beneficial
ownership of the shares.

24
<PAGE>

To the knowledge of Fund management, as of the Record Date, no person
beneficially owned 5% or more of the outstanding shares of the Fund.

Submission of Shareholder Proposals

The Fund is incorporated under the laws of the State of Maryland. Under
Maryland General Corporation Law, a corporation registered under the 1940 Act,
such as the Fund, is not required to hold an annual meeting in any year in which
the election of Directors is not required to be acted upon under the 1940 Act.
The Fund has availed itself of this provision and achieves cost savings by
eliminating printing costs, mailing charges and other expenses involved in
routine annual meetings.

Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act, or as required or permitted by the
Articles of Incorporation and By-Laws of the Fund. As described above,
shareholder meetings will be held, in compliance with the 1940 Act, to elect
Directors under certain circumstances. Shareholder meetings may also be held by
the Fund for other purposes, including to approve investment policy changes, a
new Investment Advisory Agreement, a new Investment Sub-Advisory Agreement or
other matters requiring shareholder action under the 1940 Act.

A meeting may also be called by shareholders holding at least 10% of
the shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors. Upon written request by ten or more shareholders, who have
been shareholders for at least six months and who hold shares constituting at
least 1% of the outstanding shares, stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a Director, the
Fund has undertaken to provide a list of shareholders or to disseminate
appropriate materials. In addition, Maryland General Corporation Law provides
for the calling of a special meeting by the written request of shareholders
holding at least 25% of the shares entitled to vote at the meeting.

Shareholders who wish to present a proposal for action at the next
meeting or suggestions as to nominees for the Board of Directors should submit
the proposal or suggestions to be considered to the Fund within a reasonable
time in advance of any such meeting for inclusion in the Fund's proxy statement
and form of proxy for such meeting as is held. The Nominating Committee of the
Board of Directors will give consideration to shareholder suggestions as to
nominees for the Board of Directors.

Required Vote

Approval of Proposal 1 requires the affirmative vote of a plurality of
all votes cast at the Meeting, provided that a majority of the shares entitled
to vote are present in person or by Proxy at the Meeting.

25
<PAGE>

Approval of Proposal 2 as to a Series requires the affirmative vote of
a majority of the votes cast in person or by proxy at the Meeting for that
Series and its corresponding Portfolio. Because abstentions and broker non-votes
are not treated as shares voted, abstentions and broker non-votes will have no
impact on Proposal 2.

Approval of Proposals 3a, 3b, 4a(i), 4a(ii), 4b(i), 4b(ii) and 4c(i)
and 4c(ii) require the affirmative vote of a majority of the outstanding voting
securities of that Fund. As defined in the 1940 Act, the vote of a "majority of
the outstanding voting securities" of a Fund means the vote of (i) 67% or more
of the Fund's outstanding shares present at a meeting, if the holders of more
than 50% of the outstanding shares of the Fund are present or represented by
proxy, or (ii) more than 50% of the Fund's outstanding shares, whichever is
less.

Abstentions and "broker non-votes" will not be counted for or against
the Proposals but will be counted for purposes of determining whether a quorum
is present. Abstentions will be counted as votes present for purposes of
determining a "majority of the outstanding voting securities" present at the
Meeting and will therefore have the effect of counting against Proposals 3,
4a(i), 4a(ii), 4b(i), 4b(ii) and 4c(i) and 4c(ii)

Other Matters

No business other than the matters described above is expected to come
before the Meeting, but should any matter incident to the conduct of the Meeting
or any question as to an adjournment of the Meeting arise, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interest of the Fund.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON THE PROXY CARD.

By Order of the Directors,
---------------------------
Amy M. Olmert
Assistant Secretary
Dated: February 25, 2000

<PAGE>

Three Ways To Vote Your Proxy

Proxy Voting Quick & Easy
The enclosed proxy statement provides details on important issues affecting your
Series. The Board of your Series recommends that you vote FOR all proposals.

We are offering three ways to vote: by automated touch-tone phone, the World
Wide Web or mail. Voting by telephone or Web may be quicker and more cost
effective than the traditional method of mailing back your proxy card; however,
that option is still available to you.

Your proxy vote is important! Please vote today.
How to Vote:

By Automated Touch-Tone Phone*
Using our automated touch-tone phone system, dial the number provided on your
proxy card and follow the directions given.

By the Web*
Visit www.proxyvote.com and enter the 12-digit control number located on your
proxy card.

By Mail
Simply return your executed proxy in the enclosed postage-paid envelope.

* Do not mail the Proxy Card if voting by Web or telephone.

[FLAG INVESTORS]
[PROXY SERVICES]
[P.O. BOX xxxx]
[FARMINGDALE, NY 11735]

FORM OF PROXY CARD

FLAG INVESTORS TOP 50 WORLD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS

March 28, 2000

THIS PROXY IS SOLICITED BY THE BOARDS OF DIRECTORS AND TRUSTEES OF
FLAG INVESTORS TOP 50 WORLD

This proxy is for your use in voting on various matters relating to Flag
Investors Top 50 World (the "Fund") and the Flag Investors Top 50 World
Portfolio (the "Portfolio"). The undersigned shareholder(s) of the Fund,
revoking previous proxies, hereby appoint(s) Edward J. Veilleux, Amy M. Olmert
and Kathy L. Churko and each of them (with full power of substitution) the
proxies of the undersigned to attend the Annual Meeting of Shareholders of the
Fund to be held on March 28, 2000 (the "Meeting") and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Meeting and on any matter incident to the conduct
of the Meeting, all as set forth in the Notice of Annual Meeting of Shareholders
and Proxy Statement of the Boards of Directors and Trustees. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
indicated upon the matters set forth below.

This proxy will be voted as indicated below. If no indication is made, this
proxy will be voted FOR the proposals set forth below. The undersigned
acknowledges receipt with this proxy of a copy of the Notice of Annual Meeting
of Shareholders and the Proxy Statement of the Board of Directors and Trustees.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.

<PAGE>

2) Call 1-800-000-____

3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

To vote by Internet:

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

Please print and sign your name in the space provided to authorized the voting
of your shares as indicated and return promptly. When signing on behalf of a
corporation, partnership, estate, trust or in any other representative capacity,
please sign your name and title. For joint accounts, each joint owner must sign.

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:[X]

KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.

DETACH AND RETURN THIS PORTION ONLY

FLAG INVESTORS TOP 50 WORLD

Vote on Directors of the Fund and Trustees of the Portfolio

1. To consider and act upon a proposal to elect a Board of Directors.

Truman T. Semans Richard R. Burt
Richard T. Hale Joseph R. Hardiman
Louis E. Levy Eugene J. McDonald
Rebecca W. Rimel Robert H. Wadsworth

[ ] FOR ALL

[ ] WITHHOLD ALL

[ ] FOR ALL EXCEPT:

To withhold authority to vote mark "FOR ALL EXCEPT" and write the
nominee's name on the line below.

Vote on Proposals

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the Fund and Flag Portfolios.