BROWN ALEX INC
N-30D, 1996-03-01
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                [Flag Investors logo]
                    Flag Investors
                   Family of Funds

                        GROWTH
         Flag Investors Emerging Growth Fund
         Flag Investors Equity Partners Fund
          Flag Investors International Fund

                    EQUITY INCOME
      Flag Investors Real Estate Securities Fund
         Flag Investors Telephone Income Fund

                       BALANCED
          Flag Investors Value Builder Fund

                        INCOME
     Flag Investors Intermediate-Term Income Fund
Flag Investors Total Return U.S. Treasury Fund Shares

                   TAX-FREE INCOME
     Flag Investors Managed Municipal Fund Shares
         Flag Investors Maryland Intermediate
                 Tax-Free Income Fund

                    CURRENT INCOME
       Flag Investors Cash Reserve Prime Shares


                                                             Flag
                                                             Investors
                                                             Intermediate-
                      P.O. Box 515                           Term
               Baltimore, Maryland 21203                     Income
                      800-767-FLAG                           Fund
                    Distributed by:
                   Alex. Brown & Sons                        Annual Report
                      Incorporated                           December 31, 1995


<PAGE>

Flag Investors
Intermediate-term Income Fund

Dear Shareholders:
          We are  pleased  to report  on the  Fund's  progress  for the six- and
twelve-month periods ended December 31, 1995.

1995 IN REVIEW
          Against a background of slowing economic growth,  benign  inflationary
pressures and improving investor sentiment,  interest rates continued their near
uninterrupted  decline  during the second half of the year (SEE CHARTS BELOW AND
TOP  RIGHT).  Providing  much  of the  fuel  that  propelled  common  stocks  to
unprecedented  prices,  the dramatic decline in rates enabled bond investors and
your  Fund  to  more  than  recoup  1994's  poor  showing  and to reap a year of
double-digit  returns.  Although bonds with longer  maturities  produced  higher
returns,  the  Fund's  intermediate-term  structure  allowed  it to  participate
substantially in the market's strong rally.

          In this ideal market environment,  the Fund recorded a total return of
5.7% for the last six  months  of the year and  15.4%  for the  entire  year.  A
substantial  portion  of the  year's  return  came  from net asset  value  (NAV)
appreciation (from $9.62 to $10.48),  the balance from monthly  dividends.  From
its inception on May 13, 1991, the Fund has posted a cumulative  total return of
41.1%, translating into an average annual total return of 7.7%.

                            HISTORICAL YIELD CURVES

                                 [Graph here]

                                 12/94       6/95       12/95
                   3 month       5.682      5.563       5.071
                   6 month       6.495      5.576       5.147
                   1 year        7.162      5.623       5.131
                   2 year        7.690      5.793       5.150
                   3 year        7.778      5.852       5.207
                   5 year        7.827      5.970       5.374
                  10 year        7.827      6.203       5.570
                  30 year        7.876      6.617       5.949



                          5-YEAR U.S. TREASURY YIELDS
                             (12/31/92 -- 12/31/95)

                                 [Graph here]

                              12/92         5.992
                               3/93         5.330
                               6/93         5.111
                               9/93         4.764
                              12/93         5.208
                               3/94         6.114
                               6/94         6.832
                               9/94         7.280
                              12/94         7.827
                               3/95         7.071
                               6/95         5.966
                               9/95         6.015
                              12/95         5.381


          Specific  total return  comparisons  are listed  below.  These figures
assume the  reinvestment of dividends and capital gains,  but exclude the impact
of any sales charge.

                            PERFORMANCE COMPARISONS*
    For the periods ended December 31, 1995

                                       Average      Six        One
                                       Maturity    Months      Year
  Flag Investors Intermediate-Term
    Income Fund                       4.7 years     5.7%      15.4%
  Lehman Brothers
    Intermediate
    Gov't./Corp. Bond Index           4.2 years     5.2%      15.3%
  Lehman Brothers Gov't./
    Corp. Bond Index                  9.4 years     6.7%      19.2%
  Lipper Short/Intermediate-Term
    Bond Fund Peer Group Average      3-5 years     4.8%      12.4%

* The indices listed above are unmanaged and are widely recognized as indicators
  of performance in their respective sectors. Past performance is not an
  indicator of future results. Please review the Additional Performance
  Information on page 4.

                                       1

<PAGE>

Flag Investors
Intermediate-term Income Fund

OUTLOOK
         Our outlook  for  interest  rates in 1996 hinges on three  interrelated
factors: 1) the growth rate of the economy; 2) the path of inflation; and 3) the
outcome of the Budget negotiations. In contrast to the past two years, we expect
economic  growth  to be  sluggish  for much of 1996  with no  obvious  source to
galvanize growth.  Representing  more than two-thirds of GDP, the consumer,  now
heavily  burdened by installment  debt, is apt to be in a recovery mode for much
of the year. Despite lower mortgage rates, home sales have been sluggish and, as
a result, have not induced other related expenditures (furniture, appliances, et
al.). In response to these signs, business investment,  which was a major source
of last year's strength for the economy,  is expected to slow. With only minimal
pricing flexibility,  coupled with weak final demand,  corporate margin pressure
will become more obvious  during the year and  corporate  profit  growth will be
restrained.

          Given a slow domestic economy and mediocre growth abroad,  the outlook
for inflation is benign and likely to remain so for an extended  period of time,
especially after the Labor  Department  recalibrates its method of computing CPI
statistics.  We expect these adjustments,  widely thought to have overstated the
inflation rates by a meaningful  margin,  should lower the future reported rate,
leaving further room for lower rates.

          Congress and the  Administration are not too far apart on the goal of,
and the methodology  for,  deficit  reduction.  We expect some resolution on the
Budget to be grudgingly reached sometime during the first quarter,  and that the
eventual  components  of these  resolutions  will prove  constructive,  but will
ultimately  shave up to 1% off the GDP over the  next  few  years.  As  monetary
policy historically operates with a long lag, fiscal policy, which has reflected
a neutral-to-restrictive  bias for most of the 1990s, is likely to remain so for
the balance of the decade.  This policy does not preclude further  reductions in
short-term  rates  during the year as the Fed strives to keep the REALFed  Funds
rate at 2%.

          In summary,  we  anticipate a slow economy  with low  inflation  and a
gradual decline in short-to- intermediate rates.

PORTFOLIO CONSIDERATIONS
          Although we are  confident  that the overall  downward  trend in rates
remains  intactNalbeit  at a considerably  slower pace than in 1995Nwe  question
what the bond  market can do for an encore.  Moreover,  given the  mechanics  of
fixed-income total return calculations,  last year's  extraordinary  results and
the  prevailing  sense of optimism  regarding  Fed policy,  we have  shifted the
Fund's assets to a mildly defensive stance. Recognizing that the appreciation of
deep discount bonds had provided a substantial  portion of last year's gains, we
have moved a portion of the Fund's assets into fuller coupon,  premium issues to
insulate the NAV from principal  erosion  should rates begin to rise.  Concerned
also that the  prevailing  low level of rates will  foster a surge in  corporate
bond  underwritings  and a  widening  in  spreads,  we have  reduced  the Fund's
exposure in certain  corporate bonds in favor of Treasury,  A gency and selected
mortgage-backed issues (SEE CHART, PG. 3).

                                       2

<PAGE>

Flag Investors
Intermediate-term Income Fund

                             PORTFOLIO COMPOSITION

                               December 31, 1994

                                  [Pie Chart]

                    Agency and Mortgage-Backed          23%
                    Corporate                           37%
                    Treasury                            18%
                    Cash                                 9%
                    Asset-Backed                        11%
                    Foreign Government                   2%


                               December 31, 1995

                                  [Pie Chart]

                    Agency & Mortgage-Backed            43%
                    Treasury                            17%
                    Cash                                 3%
                    Asset-Backed                        11%
                    Corporate                           26%


DIVIDEND POLICY
          The Fund  continues  to  distribute  $0.05  per  share  monthly.  This
distribution  represents a current yield  commensurate  with yields available in
the higher quality intermediate-term sector of the bond market.

          We appreciate your continued support.

Sincerely,

/s/ M. Elliott Randolph, Jr.     /s/ Paul D. Corbin
M. Elliott Randolph, Jr.         Paul D. Corbin
President                        Executive Vice President

January 22, 1996

DIVIDENDS FOR CALENDAR 1995

              Total dividends declared for calendar 1995 are as follows:

                             Income...........$0.60

          Shareholders  who  have  elected  to  participate  in  the  Fund's
dividend  reinvestment  plan have received  their  distribution  in additional
shares of the Fund. If you are not currently a plan participant but would like
to have your dividends reinvested at net ass et value, please contact your
investment representative or the Fund at 1-800-553-8080.

                                       3

<PAGE>

Flag Investors
Intermediate-term Income Fund

Additional Performance Information

          The shareholder  letter  included in this report  contains  statistics
designed to help you  evaluate the  performance  of your Fund's  management.  To
further assist in this evaluation,  the Securities and Exchange Commission (SEC)
requires that we include,  on an annual basis, a line graph comparing the Fund's
performance to that of an appropriate  market index. This graph must measure the
growth of a $10,000 hypo-


                          AVERAGE ANNUAL TOTAL RETURN*

                                                 % Return With
                 Periods ended 12/31/95:         Sales Charge**

                 One Year                           13.77%
                 Since Inception (5/13/91)           7.38%


                    CHANGE IN VALUE OF A $10,000 INVESTMENT
                      (May 13, 1991 -- December 31, 1995)

                                  [Graph here]

         Flag Investors Intermediate-             Lehman Brothers Intermediate
              Term Income Fund                       Gov't/Corp. Bond Index

 5/91            $ 9,850                  5/91                $10,000
12/91             10,815                 12/91                 10,993
 6/92             11,040                  6/92                 11,324
12/92             11,429                 12/92                 11,781
 6/93             12,150                  6/93                 12,513
12/93             12,455                 12/93                 12,817
 6/94             12,042                  6/94                 12,481
12/94             12,042                 12/94                 12,569
 6/95             13,156                  6/95                 13,776
12/95             13,900                 12/95                 14,498


 * These figures assume the reinvestment of all dividends and capital gains
   distributions. The Lehman Brothers Intermediate Government/ Corporate Bond
   Index is an unmanaged index that is widely recognized as a general measure of
   the performance in the intermediate-term government and corporate bond
   sector. Past performance is not an indicator of future results.
** Assumes maximum sales charge of 1.50%.


thetical  investment  from the Fund's  inception  through the most recent fiscal
year-end  and must  reflect  the impact of the  Fund's  total  expenses  and its
currently effective 1.50% maximum sales charge.

          While this table is required  by SEC rules,  such  comparisons  are of
limited  utility  since the index shown is not  adjusted  for sales  charges and
ongoing management,  distribution and operating expenses applicable to the Fund.
An investor  who wished to  replicate  the total return of this index would have
had to own the securities that it represents.  Acquiring these  securities would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

          The Fund's total returns correspond to those experienced by individual
shareholders  only if their shares were  purchased on the first day of each time
period and the maximum sales charge was paid. Any performance  figures shown are
for the full period indicated.  Since investment return and principal value will
fluctuate,  an  investor's  shares may be worth  more or less than the  original
investment when redeemed.

        This report is prepared for the general information of shareholders.  It
is authorized for  distribution  to prospective  investors only when preceded or
accompanied by an effective prospectus.

        For more complete information regarding any of the Flag Investors Funds,
including  charges and expenses,  obtain a prospectus from your investment
representative or directly from the Fund at 1-800-767-FLAG. Read it carefully
before you invest.

                                       4

<PAGE>

Flag Investors
Intermediate-term Income Fund
Statement of Net Assets                                      December 31, 1995



                                            S&P           PAR         VALUE
SECURITY                                 RATING(1)       (000)       (NOTE A)
CORPORATE BONDS - 26.1%
  BANC ONE COLUMBUS
    7.375%, 12/1/02                         AA-          $1,000    $ 1,092,500
  BANC ONE CREDIT CARD MASTER TRUST
    6.30%, 10/15/02                         AAA           3,000      3,067,500
  BEAR STEARNS CO.
    6.625%, 1/15/04                         A             3,000      3,041,250
  COUNTRYWIDE FUNDING
    8.25%, 7/15/02                          A-            3,250      3,599,375

  FUND AMERICA ENTERPRISE
    7.75%, 2/1/03                           BBB+          3,000      3,142,500
  PACIFIC GAS & ELECTRIC
    6.25%, 3/1/04                           A             2,000      2,002,500
  SOCIeTe NATIONALE ELF AQUITAINE
    7.75%, 5/1/99                           AA-           2,000      2,125,000

TOTAL CORPORATE BONDS (Cost $17,483,844)                            18,070,625

U.S. GOVERNMENT AGENCY SECURITIES - 20.1%
FEDERAL HOME LOAN BANKS BOARD - 4.4%
    7.151%, 9/13/05 (callable 9/13/97)      AAA           3,000      3,086,310
FEDERAL HOME LOAN MORTGAGE CORP. - 2.1%
    Pool #G10049, 8.00%, 10/1/07            AAA           1,393      1,444,393
FEDERAL NATIONAL MORTGAGE ASSOC. - 5.9%
  MULTI-CLASS MORTGAGE CERTIFICATES
    Pool #326570, 7.00%, 2/1/08             AAA           3,997      4,074,315
GOVERNMENT NATIONAL MORTGAGE ASSOC. - 6.0%
  MULTI-CLASS MORTGAGE CERTIFICATES
    Pool #194615, 8.00%, Due 3/15/17        AAA             166        172,545
    Pool #204405, 8.00%, Due 4/15/17        AAA             184        191,503
    Pool #371200, 8.00%, Due 12/15/23       AAA           1,618      1,687,303
    Pool #371206, 8.00%, Due 12/15/23       AAA           2,019      2,105,216
GUARANTEED EXPORT TRUST - 1.7%
    8.187%, 12/15/04                        AAA           1,060      1,148,055

TOTAL U.S. GOVERNMENT AGENCY SECURITIES
(Cost $13,700,276)                                                  13,909,640

U.S. TREASURY SECURITIES - 16.6%
  U.S. TREASURY NOTES
    4.75%, 9/30/98                          AAA           4,000      3,952,120
    5.50%, 4/15/00                          AAA           2,500      2,521,550
    5.75%, 8/15/03                          AAA           5,000      5,067,200
TOTAL U.S. TREASURY SECURITIES
(Cost $11,205,039)                                                  11,540,870

                                       5

<PAGE>

Flag Investors
Intermediate-term Income Fund
Statement of Net Assets (CONCLUDED)                          December 31, 1995

                                            S&P           PAR         VALUE
SECURITY                                 RATING(1)       (000)       (NOTE A)
ASSET-BACKED SECURITIES - 11.3%
  PREMIER AUTO TRUST, 94-1-A3,
  4.75%, 2/2/00                             AAA          $  944    $   937,160
  DISCOVER CREDIT CARD, 93-A-A,
  6.25%, 8/16/00                            AAA           3,000      3,052,620
  SEARS CREDIT ACCOUNT MASTER TRUST,
  II95-2-A, 8.10%, 6/15/04                  AAA           3,500      3,808,770

TOTAL ASSET-BACKED SECURITIES
(Cost $7,481,229)                                                    7,798,550

COLLATERALIZED MORTGAGE OBLIGATIONS - 22.8%
FEDERAL HOME LOAN MORTGAGE CORP. -- 11.9%
  MULTI-CLASS MORTGAGE CERTIFICATES
    Series 21-H, 5.85%, 1/25/19             AAA           4,000      3,941,361
    Series 1163-I, 6.95%, 12/15/20          AAA             600        610,782
    Series 106-F, 8.50%, 12/15/20           AAA           3,562      3,670,704

FEDERAL NATIONAL MORTGAGE ASSOC. -- 10.8%
  MULTI-CLASS MORTGAGE CERTIFICATES
    Series 1988-18-B, 9.40%, 7/25/03        AAA             237        248,636
    Series 1992-149-D, 12.00%, 4/25/19      AAA           2,068      2,139,593
    Series 1991-11-G, 7.00%, 11/25/19       AAA           3,052      3,069,546
    Series 1995-W-1-A2, 8.20%, 4/25/25      AAA           2,000      2,058,200

GOLDMAN SACHS TRUST SERIES 3 -- 0.1%
  Remic, Series 3 E-4, 8.00%, 5/27/15       AAA              66         67,321
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $15,609,443)                                                  15,806,143
REPURCHASE AGREEMENT - 2.6%
  GOLDMAN SACHS & CO., 5.70%
    Dated 12/29/95, to be repurchased
    on 1/2/96, collateralized by
    U.S. Treasury Bonds with a market
    value of $1,834,529. (Cost $1,806,000)   NR*          1,806      1,806,000
TOTAL INVESTMENT IN SECURITIES - 99.5%
  (Cost $67,285,831)**                                              68,931,828
OTHER ASSETS IN EXCESS OF LIABILITIES, NET - 0.5%                      369,866
NET ASSETS - 100.0%                                                $69,301,694

NET ASSET VALUE PER:
  CLASS A SHARE ($67,115,974 / 6,406,450 shares outstanding)            $10.48
  INSTITUTIONAL SHARE ($2,185,720 / 206,585 shares outstanding)         $10.58
MAXIMUM OFFERING PRICE PER:
  CLASS A SHARE ($10.48 / .985)                                         $10.64
  INSTITUTIONAL SHARE                                                   $10.58

(1) The Standard & Poor's rating indicated is believed to be the most recent
    rating available as of December 31, 1995.
  * Not rated.
 ** Also aggregate cost for federal tax purposes.

See accompanying Notes to Financial Statements.

                                       6


<PAGE>

Flag Investors
Intermediate-term Income Fund
Statement of Operations                   For the Year Ended December 31, 1995

INVESTMENT INCOME (NOTE A):
          Interest                                                 $ 4,829,563

EXPENSES:
          Investment advisory fee (Note B)                            252,372
          Distribution fee (Note B)                                   179,666
          Accounting fee (Note B)                                      57,172
          Printing and postage                                         32,168
          Custodian fees                                               25,999
          Transfer agent fees (Note B)                                 24,999
          Legal                                                        24,999
          Audit                                                        23,999
          Registration fees                                            19,998
          Organizational expense (Note A)                               9,092
          Miscellaneous                                                 8,500
          Directors' fees                                               5,000
          Insurance                                                     3,680
            Total expenses                                            667,644
          Less: Fees waived (Note B)                                 (162,943)
            Net expenses                                              504,701
          Net investment income                                     4,324,862

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTEA):
          Net realized loss from securities transactions           (1,018,416)
          Change in unrealized appreciation of investments          7,179,328
          Change in unrealized appreciation of assets and
            liabilities denominated in foreign currency                 1,216
          Net gain on investments                                   6,162,128

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS              $10,486,990

See accompanying Notes to Financial Statements.

                                       7


<PAGE>

Flag Investors
Intermediate-term Income Fund
Statement of Changes in Net Assets

                                               FOR THE YEAR ENDED DECEMBER 31,
                                                 1995                  1994
INCREASE/(DECREASE) IN NET ASSETS:
OPERATIONS:
          Net investment income               $ 4,324,862         $ 5,692,067
          Net loss from security transactions  (1,018,416)         (2,533,036)
          Change in unrealized appreciation/
            (depreciation) of investments       7,179,328          (6,950,668)
          Change in unrealized appreciation/
            (depreciation) of assets and
            liabilities denominated in
            foreign currency                        1,216                  --
          Net increase/(decrease) in net
            assets resulting from operations   10,486,990          (3,791,637)
DIVIDENDS TO SHAREHOLDERS FROM:
          Net investment income:
            Flag Investors Class A Shares      (4,208,250)         (5,690,349)
            Flag Investors Institutional
              Shares                               (7,962)                 --
          Return of capital:
            Flag Investors Class A Shares              --            (324,493)
            Flag Investors Institutional Shares        --                  --
          Total distributions                  (4,216,212)         (6,014,842)
CAPITAL SHARE TRANSACTIONS (NOTE C):
          Proceeds from sale of shares          4,986,795          18,470,875
          Value of shares issued in
            reinvestment of dividends           2,635,861           4,067,306
          Cost of shares repurchased          (23,380,739)        (46,462,862)
          Decrease in net assets derived from
            capital share transactions        (15,758,083)        (23,924,681)
               Total decrease in net assets    (9,487,305)        (33,731,160)
NET ASSETS:
          Beginning of year                    78,788,999         112,520,159
          End of year                         $69,301,694        $ 78,788,999

See accompanying Notes to Financial Statements.

                                       8


<PAGE>

Flag Investors
Intermediate-term Income Fund
Financial Highlights -- Flag Investors Class A Shares
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                                                                   FOR THE PERIOD
                                                                                                    MAY 13, 1991*
                                                       FOR THE YEAR ENDED DECEMBER 31,                 THROUGH
                                                1995         1994          1993          1992       DEC. 31, 1991
<S>                                           <C>          <C>          <C>            <C>             <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value at beginning of period      $  9.62      $ 10.57      $  10.37       $ 10.54         $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income                          0.62         0.57          0.57          0.63            0.32
  Net realized and unrealized gain/(loss)
    on investments                               0.84        (0.92)         0.34         (0.05)           0.64
    Total from Investment Operations             1.46        (0.35)         0.91          0.58            0.96
LESS DISTRIBUTIONS:
  Dividends from net investment
    income and short-term gains                 (0.60)       (0.57)        (0.69)        (0.75)          (0.42)
  Return of capital                                --        (0.03)           --            --              --
  Distributions from net realized
    long-term gains                                --           --         (0.02)           --              --
    Total distributions                         (0.60)       (0.60)        (0.71)        (0.75)          (0.42)
  Net asset value at end of period            $ 10.48      $  9.62        $10.57        $10.37          $10.54
TOTAL RETURN(1)                                 15.43%       (3.32)%        8.98%         5.68%           9.79%
RATIOS TO AVERAGE NET ASSETS:
  Expenses(2)                                    0.70%         0.70%        0.70%         0.70%           0.70%**
  Net investment income(3)                       6.00%         5.57%        5.43%         6.01%           5.97%**

SUPPLEMENTAL DATA:
  Net assets at end of period (000)           $67,116       $78,789     $112,520       $78,706         $64,327
      Portfolio turnover rate                      46%           50%          86%          107%             46%
</TABLE>

  * Commencement of operations.
 ** Annualized.
(1) Total return excludes the effect of sales loads.
(2) Without the waiver of advisory fees (Note B), the ratio of expenses to
    average net assets would have been 0.93%, 0.84%, 0.85%, 0.87% and 1.73%
    (annualized) for the years ended December 31, 1995, 1994, 1993, 1992, and
    for the period ended December 31, 1991, respectively.
(3) Without the waiver of advisory fees (Note B), the ratio of net investment
    income to average net assets would have been 5.77%, 5.43%,  5.28%,  5.83%
    and 4.94%  (annualized)  for the years ended  December 31, 1995,   1994,
    1993, 1992,  and  for  the  period  ended  December  31,  1991,
    respectively. See accompanying Notes to Financial  Statements.

                                       9

<PAGE>

Flag Investors
Intermediate-term Income Fund
Financial Highlights -- Institutional Shares
(FOR A SHARE OUTSTANDING DURING THE PERIOD)

                                                         FOR THE PERIOD
                                                        NOVEMBER 2, 1995*
                                                            THROUGH
                                                        DECEMBER 31, 1995

PER SHARE OPERATING PERFORMANCE:
  Net asset value at beginning of period                     $ 10.42
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income                                         0.09
  Net realized and unrealized gain on investments               0.12
    Total from Investment Operations                            0.21
LESS DISTRIBUTIONS:
  Dividends from net investment income and
    short-term capital gains                                   (0.05)
  Net asset value at end of period                           $ 10.58
TOTAL RETURN                                                   12.47%**
RATIOS TO AVERAGE NET ASSETS:
  Expenses(1)                                                   0.47%**
  Net investment income(2)                                      6.52%**
SUPPLEMENTAL DATA:
  Net assets at end of period (000)                          $ 2,186
      Portfolio turnover rate                                     46%

  * Commencement of operations.
 ** Annualized.
(1) Without the waiver of advisory fees (Note B), the ratio of expenses to
    average  net assets  would have been 0.72%  (annualized)  for the period
    ending December 31, 1995.
(2) Without the waiver of advisory fees (Note B), the ratio of net investment
    income to average net assets would have been 6.27%  (annualized)  for the
    period ending December 31, 1995.
See accompanying Notes to Financial Statements.

                                       10


<PAGE>

Flag Investors
Intermediate-term Income Fund
Notes to Financial Statements

A. SIGNIFICANT  ACCOUNTING  POLICIES - Flag Investors  Intermediate-Term  Income
   Fund, Inc. (the "Fund") is registered  under the Investment  Company Act of
   1940 as an open-end,  diversified management investment company designed to
   provide a high level of current income  consistent with  preservation of
   capital within an intermediate-term  maturity structure.  The Fund commenced
   operations on May 13, 1991,  consisting  of Class A Shares,  which are
   subject to a maximum  front-end sales  charge of 1.50% and a 0.25%
   distribution  fee. On November 2, 1995,  the Fund began offering
   Institutional  Shares, which are not subject to a front-end sales charge or a
   distribution  fee. The preparation of financial  statements in conformity
   with generally accepted accounting  principles requires management to make
   estimates and  assumptions  that affect the reported  amounts of assets and
   liabilities  and disclosure of contingent  assets and liabilities at the date
   of the  financial  statements  and the  reported  amounts of revenues  and
   expenses during the reporting  period.  Actual results could differ from
   those estimates. The following is a summary of significant  accounting
   policies  followed by the Fund.

   SECURITY  VALUATION  - Debt  securities  are  valued  on the  basis of
   quotations  provided  by a pricing  service,  which uses  information  with
   respect to  transactions  on bonds,  quotations  from bond dealers,  market
   transactions  in comparable  securities and various  relationships  between
   securities in determining value.  Portfolio securities that are listed on a
   national  securities  exchange  are  valued on the basis of their last sale
   price or, in the  absence  of  recorded  sales,  at the  average of readily
   available  closing bid and asked  prices.  Securities  or other  assets for
   which market  quotations are not readily available are valued at their fair
   value  so  determined  in  good  faith  by  the  investment  advisor  under
   procedures established and monitored by the Board of Directors.  Short-term
   obligations with maturities of 60 days or less are valued at amortized cost
   which approximates market.

   FEDERAL  INCOME TAX - No provision is made for federal income taxes as it is
   the Fund's intention to continue to qualify as a regulated investment company
   under  Subchapter  M of the  Internal Revenue  Code  and to  make requisite
   distributions to the shareholders that will be sufficie nt   to  relieve  it
   from all or  substantially  all federal  income and excise taxes. The Fund's
   policy is to distribute to shareholders substantially all of its taxable net
   investment  income on a monthly  basis and net realized long-term capital
   gains annually, if any.

   OTHER - Security  transactions are accounted for on the trade date and the
   cost of  investments  sold or  redeemed  is  determined  by use of the
   specific  identification method for both financial reporting and income tax
   purposes.  Interest  income is  recorded on an accrual  basis and  includes
   amortization of premiums and accretion of discounts.

   Costs  incurred  by the Fund in  connection  with  its  organization,
   registration  and the initial public  offering of shares have been deferred
   and are being amortized on the straight-line method over a five-year period
   beginning  on  the  date  on which  the  Fund   commenced  its  investment
   activities.

B. INVESTMENT ADVISORY FEES,  TRANSACTIONS WITH AFFILIATES AND OTHER FEES -
   Investment Company  Capital  Corp.  ("ICC"),  a subsidiary  of Alex.  Brown &
   Sons Incorporated  ("Alex.  Brown"),  serves as the  Fund's investment
   advisor. As compensation  for its advisory  services,  ICC receives  from the
   Fund an annual fee,  calculated daily and paid monthly, at an annual rate of
   0.35% of the first $1 billion of the Fund's  average daily net assets;  0.30%
   of the Fund's average daily net assets in excess of $1 billion but not
   exceeding $1.5 bil-

                                       11


<PAGE>

Flag Investors
Intermediate-term Income Fund
Notes to Financial Statements (CONTINUED)


   lion; and 0.25% of the Fund's average daily net assets in excess of $1.5
   billion.

   ICC has agreed to reduce its aggregate fees so that ordinary  expenses of the
   Fund for any fiscal year do not exceed  0.70% of the Fund's  average daily
   net assets.  For the year ended December 31, 1995,  ICCwaived fees of
   $162,943.

   As compensation for its transfer agent services, ICC receives from the Fund a
   per account fee,  calculated and paid monthly.  ICC received $24,999 for
   transfer agent services for the year ended December 31, 1995.

   As  compensation  for its accounting  services,  ICC receives from the Fund
   an annual  fee,  calculated  daily and paid  monthly,  from the Fund's
   average daily net assets. ICC received $57,172 for accounting  services for
   the year ended December 31, 1995.

   As compensation for providing distribution services, ICC receives from the
   Fund an annual fee,  calculated  daily and paid  monthly,  at an annual rate
   equal to 0.25% of the  Fund's  average  daily  net  assets of Class A Shares.
   For the year ended December 31, 1995,  distribution fees aggregated $179,666.

   Flag Investors/ISI Fund complex has adopted a retirement plan for eligible
   Directors. The pension expense as of year ended December 31, 1995 was not
   material.

C. CAPITAL SHARE TRANSACTIONS - The Fund is authorized to issue up to 55 million
   shares of capital stock (45 million Class A, 5 million Institutional, 2
   million Class B and 3 million undesignated), par value $.001 per share, all
   of which are designated as common stock. Transa ctions in shares of the Fund
   were as follows:

                                            FLAG INVESTORS CLASS A SHARES
                                           FOR THE YEAR ENDED DECEMBER 31,
                                                1995            1994
          Shares sold                          267,783        1,793,782
          Shares issued to
            shareholders on
            reinvestment of
            dividends                          261,580          404,005
          Shares redeemed                   (2,317,104)      (4,649,437)
          Net decrease in shares
            outstanding                     (1,787,741)      (2,451,650)
          Proceeds from sale
            of shares                     $  2,690,780      $18,470,875
          Value of reinvested
            dividends                        2,635,861        4,067,306
          Cost of shares
            redeemed                       (23,241,599)     (46,462,862)
          Net decrease from
            capital share
            transactions                  $(17,914,958)    $(23,924,681)


                                                INSTITUTIONAL SHARES
                                           FOR THE PERIOD NOVEMBER 2, 1995*
                                              THROUGH DECEMBER 31, 1995

          Shares sold                                 219,797
          Shares issued to
            shareholders on
            reinvestment of
            dividends                                      --
          Shares redeemed                             (13,212)
          Net increase in shares
            outstanding                               206,585
          Proceeds from sale
            of shares                              $2,296,015
          Value of reinvested
            dividends                                      --
          Cost of shares
            redeemed                                 (139,140)
          Net increase from
            capital share
            transactions                           $2,156,875

         *Commencement of operations.

                                       12

<PAGE>

Flag Investors
Intermediate-term Income Fund
Notes to Financial Statements (CONCLUDED)

D. INVESTMENT TRANSACTIONS - Purchases and sales of investment securities, other
   than   short-term   obligations,   aggregated   $31,389,840   and
   $42,317,826, respectively, for the year ended December 31, 1995.

   At December 31, 1995,  aggregate gross unrealized  appreciation for all
   securities  in  which  there  is an  excess  of  value  over  tax  cost was
   $1,747,187,  and aggregate gross unrealized depreciation for all securities
   in which there is an excess of tax cost over value was $101,190.

E. CAPITAL  LOSS  CARRYFORWARD  - At December 31, 1995,  there was a tax capital
   loss  carryforward  of  $3,494,748,  of  which  $383,359  expires  in  2002
   and $3,111,389  expires in 2003. This carryforward will be used to offset
   future net capital  gains,  if any.

F. NET  ASSETS - At  December  31, 1995,  net  assets consisted of:

         Paid-in capital:
            Flag Investors Class A Shares                  $69,160,420
            Flag Investors Institutional
              Shares                                         2,156,875
          Accumulated net realized loss from
            security transactions                           (3,514,478)
          Unrealized appreciation of
            investments                                      1,645,997
         Overdistribution of net investment
            income                                            (147,120)
                                                           $69,301,694

                                       13


<PAGE>

Flag Investors
Intermediate-term Income Fund
Independent Auditors' Report

The Board of Directors and Shareholders, Flag Investors Intermediate-Term
Income Fund, Inc.:

          We have  audited  the  accompanying  statement  of net  assets of Flag
Investors  Intermediate-Term  Income Fund,  Inc. as of December  31,  1995,  the
related  statements  of  operations  for the year then ended and  changes in net
assets  for  each of the  years  in the  two-year  period  then  ended,  and the
financial  highlights  for each of the years in the four-year  period then ended
and the period May 13, 1991  (commencement  of operations) to December 31, 1991.
These financial  statements and financial  highlights are the responsibili ty of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

          We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31, 1995 by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

          In our opinion,  such financial  statements  and financial  highlights
present  fairly,  in all  material  respects,  the  financial  position  of Flag
Investors  Intermediate-Term  Income Fund,  Inc. as of December  31,  1995,  the
results of its  operations,  the  changes in its net assets,  and the  financial
highlights for the respective stated periods in conformity with generally
accepted accounting principles.


DELOITTE &TOUCHE LLP
Princeton, New Jersey
January 26, 1996

                                       14


<PAGE>

Flag Investors
Intermediate-term Income Fund

Directors and Officers

Richard T. Hale            M. Elliott Randolph, Jr.
CHAIRMAN                   PRESIDENT

James J. Cunnane           Paul D. Corbin
DIRECTOR                   EXECUTIVE VICE PRESIDENT

N. Bruce Hannay            Gary V. Fearnow
DIRECTOR                   VICE PRESIDENT

John F. Kroeger            Edward J. Veilleux
DIRECTOR                   VICE PRESIDENT

Louis E. Levy              Brian C. Nelson
DIRECTOR                   VICE PRESIDENT AND SECRETARY

Eugene J. McDonald         Monica M. Hausner
DIRECTOR                   VICE PRESIDENT

W. James Price             Joseph A. Finelli
DIRECTOR                   TREASURER

Harry Woolf                Laurie D. DePrine
DIRECTOR                   ASSISTANT SECRETARY


Investment Objective
An  open-end  mutual  fund  designed  to provide a high level of current  income
consistent with preservation of principal within an  intermediate-term  maturity
structure.

Chairman's Letter

   The year 1995 saw the retirement of two of our longtime Directors. We would
like to thank them for their valuable and tireless service over the years.

   Alonzo G. Decker, former Chairman and CEO of Black & Decker, was one of our
original Directors, joining the Board in 1981. He served with distinction, and
his wise counsel will be much missed; but we know he will enjoy having more time
to spend on his farm on the Eastern Shore of Maryland.

   Bruce Hannay, former Vice President for Patents and Research at Bell Labs,
joined our Board at the time we formed Flag Investors Telephone Income Fund. His
knowledge of the telecommunications industry was of great assistance to us. His
willingness to cross the country four times each year to attend our Board
meetings tells us a great deal about his energy and loyalty. We wish him well in
his retirement in the beautiful State of Washington.

   Al and Bruce, we thank you and will miss you.

Sincerely,

/s/ Richard T. Hale
Richard T. Hale

                                       15



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