FLAG INVESTORS SERIES FUNDS INC
N-30D, 2001-01-03
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                                 [LOGO OMITTED]
                                 FLAG INVESTORS
                 INVESTING WITH A DIFFERENCE(REGISTRATION MARK)

                                  INTERNATIONAL
                                   EQUITY FUND

                                  Annual Report
                                October 31, 2000

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FLAG INVESTORS INTERNATIONAL EQUITY FUND
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TABLE OF CONTENTS

              REPORT HIGHLIGHTS ...................................  1
              LETTER TO SHAREHOLDERS ..............................  2
              PERFORMANCE ......................................... 11

              FLAG INVESTORS INTERNATIONAL EQUITY FUND
                 Statement of Assets and Liabilities .............. 18
                 Statement of Operations .......................... 19
                 Statements of Changes in Net Assets .............. 20
                 Financial Highlights ............................. 22
                 Notes to Financial Statements .................... 27
                 Report of Independent Accountants ................ 34
                 Tax Information .................................. 35
                 Shareholder Meeting .............................. 36

              INTERNATIONAL EQUITY PORTFOLIO
                Schedule of Investments ........................... 37
                Statement of Assets and Liabilities ............... 46
                Statement of Operations ........................... 47
                Statements of Changes in Net Assets ............... 48
                Financial Highlights .............................. 50
                Notes to Financial Statements ..................... 52
                Report of Independent Accountants ................. 58

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REPORT HIGHLIGHTS
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o The Fund's Class A Shares produced a total return of -24.34%  (excluding sales
  charges) for the twelve  months ended  October 31, 2000,  underperforming  the
  Morgan Stanley Capital International  ("MSCI") EAFE Index return of -2.90% for
  the same time period.

o Most world equity markets achieved new highs during the closing weeks of 1999,
  as Y2K fears abated.  However,  lingering  concerns that stock  valuations had
  become stretched while economic  fundamentals  were weakening led investors to
  flee European,  Japanese,  Asian and emerging  equities markets during much of
  2000. A series of interest  rate  increases  in the US and Europe,  as well as
  Japan's first rate hike in a decade, further clouded investor sentiment.

o The Fund experienced two major changes during the twelve month period.  First,
  as indicated in previous  shareholder  reports,  the Deutsche Asset Management
  portfolio management team assumed responsibility for this Fund on February 29,
  2000, and began changing the structure of the portfolio at that time.  Second,
  just as the team completed the process of  restructuring  the  portfolio,  the
  EAFE markets were hit by extreme volatility.  For the six months ended October
  31, 2000, the MSCI EAFE Index was down 9.01%.

o Overall,  we  believe  that  recent   international  market  weakness  can  be
  attributed  to  short-term  influences  rather  than  fundamental  economic or
  political  crises  seen in  previous  years.  We  remain  constructive  on the
  overseas  markets over the long term,  as  demographics  and public policy are
  favorable for continued and expanding equity ownership by investors throughout
  the world. Based on management activity since the end of February,  we believe
  the  Fund's  portfolio  is  currently  well-positioned  to  benefit  from this
  positive outlook.

                                                                               1
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LETTER TO SHAREHOLDERS
--------------------------------------------------------------------------------

Dear Shareholder:

     We are  pleased  to  present  you  with  this  annual  report  for the Flag
Investors  International Equity Fund (formerly the Flag Investors  International
Fund; the "Fund"). It provides a detailed review of the markets,  the Portfolio,
and our outlook as well as a complete financial summary of the Fund's operations
and a listing of the Portfolio's holdings.

FUND PERFORMANCE
     For the fiscal  year,  the  International  Equity Fund  underperformed  its
benchmark.  The Fund's  Class A shares  produced a return of -24.34%  (excluding
sales  charges)  for the twelve  months ended  October 31, 2000,  as compared to
-2.90% for the MSCI EAFE  Index.  The Fund's  Class B and Class C shares have an
inception date of February 29, 2000 and the Fund's  Institutional Shares have an
inception  date of July 31,  2000.  Thus,  these share  classes have not been in
operation for a full twelve months.

     The Fund  experienced  two major  changes  during the twelve month  period.
First,  as  indicated  in  previous  shareholder  reports,  the  Deutsche  Asset
Management  portfolio  management team assumed  responsibility  for this Fund on
February  29, 2000 and began  changing the  structure  of the  portfolio at that
time.  Second,  just as the team  completed  the  process of  restructuring  the
portfolio, the EAFE markets were hit by extreme volatility based on questionable
growth expectations.  Short-term sector rotations also led to the kind of abrupt
swings in  performance  not seen since the  emerging  market  crises of 1997 and
1998.  For the six months ended  October 31, 2000,  the MSCI EAFE Index was down
9.01%. Still, based on management activity since the end of February, we believe
the Fund's  portfolio  is currently  well-positioned  to benefit from a positive
outlook for the world's equity markets.

     SINCE WE BEGAN MANAGING THE FUND, WE PURSUED A PREFERENCE  FOR  CONTINENTAL
EUROPEAN EQUITIES, WHILE MAINTAINING A NEUTRAL WEIGHTING IN THE REGION.

     o We believe the profound  changes taking place in the Eurozone will have a
       deep and  long-lasting  impact on trade,  economic  growth  and  domestic
       prosperity  both within the region and throughout  the world.  As part of
       the ongoing  restructuring of European businesses,  spin-offs of non-core
       assets and strategic alliances also provided rare opportunities.

     o We were  underweight  in the United  Kingdom  and Japan,  EAFE's  largest
       markets,  because we felt better stock specific investment  opportunities
       lay elsewhere.

2
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     o We  significantly  reduced  Fund  exposure to Asia  ex-Japan and emerging
       markets based on  sensitivities  to a slowing in global  economic  growth
       rates.
     o We were buyers of Canada,  the best  performing  market of the past year,
       because of exciting  technology,  capital  equipment and financial sector
       opportunities there.

     OVER THE LAST SIX MONTHS OF THE PERIOD, WE SIGNIFICANTLY REDUCED THE FUND'S
EXPOSURE TO THE VOLATILE  TELECOMMUNICATIONS  AND TECHNOLOGY  SECTORS,  BASED ON
WHAT WE BELIEVED TO BE RICH VALUATIONS,  PEAKING FUNDAMENTALS AND HIGHER CAPITAL
EXPENDITURE   REQUIREMENTS.   WE  REMAINED  OVERWEIGHT  IN  ATTRACTIVELY  PRICED
TECHNOLOGY STOCKS AND UNDERWEIGHT IN TELECOMMUNICATIONS.
     o We  expect  that  next  year  will   represent  the  near-term   peak  in
       semiconductor  profits, but unlike previous cycles, supply restraint will
       prevent   earnings   from   collapsing.   We  sold  or  trimmed   several
       semiconductor-related  companies  such as Europe's  ASM  Lithography  and
       STMicroelectronics, Japan's PC giant Fujitsu, and emerging Asia's Samsung
       Electronics,  Hyundai Electronics,  United Microelectronics and Malaysian
       Pacific Industries.
     o Evidence of slowing  handset sales and lower capital  spending by telecom
       operators   led  us  to  take   profits   in   communications   equipment
       manufacturers  Nokia,  Alcatel and Nortel and to sell Ericsson.  Software
       names were also reduced,  including Sema Group, Intershop Communications,
       and Satyam Computer.
     o European  governments'  overly  successful  auctions for third generation
       mobile  licenses  highlighted  the  high  cost of  participation  in this
       competitive arena. Margin pressures, compounded by capacity buildups, are
       also  emerging  for  telecom  providers  globally.  Thus,  we lowered our
       overall exposure through the reduction or sale of KPN, KPNQwest,  Sonera,
       Telefonica,  Cable & Wireless,  Colt, NTT, NTT Docomo, Optus, Telstra, SK
       Telecom, Embratel, and Telmex.

     THE COMBINATION OF A WEAKENING  GLOBAL ECONOMY AND  EXPECTATIONS OF A SHARP
FALL-OFF IN INTERNET ADVERTISING LED US TO UNDERWEIGHT THE FUND'S MEDIA POSITION
DURING THE LAST SIX MONTHS OF THE PERIOD.

     o We  believe   the   Internet   will   expand  as  a  powerful   force  in
       communications,  commerce and productivity.  However, valuations remain a
       persistent issue.
     o We sold cable and broadcast  players Canal Plus,  NTL, PT Multimedia  and
       Ucoma as well as other media concerns  including  Seat Pagine,  TF1, News
       Corp, Singapore Press Holdings and Televisa.

                                                                               3
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LETTER TO SHAREHOLDERS (CONTINUED)
--------------------------------------------------------------------------------

     WE  SIGNIFICANTLY  RE-ORIENTED  THE  PORTFOLIO  TOWARDS  FINANCIAL  STOCKS,
PRIMARILY AS A RESULT OF  ATTRACTIVE  CONTINENTAL  EUROPEAN AND CANADIAN  GROWTH
PROSPECTS AND VALUATIONS.
     o As we near what we feel to be the peak of the current interest rate cycle
       and an economy  undergoing a soft  landing,  we believe banks will be key
       beneficiaries  of widening  interest  rate spreads and moderate  economic
       growth.  We feel  comfortable with the European and Canadian banks' asset
       quality given the less extended credit cycle there. We particularly favor
       asset-gathering banks and insurance companies that are well positioned to
       capture the rising equity culture, especially in continental Europe.
     o We were overweight in the insurance  group with several  additions to the
       Portfolio.  These  include  Canada's  Sun  Life  Financial  Services  and
       Manulife  Financial,  Italy's Riunione  Adriaticadi Sicurta and Generali,
       and Switzerland's Zurich Financial and Swiss Reinsurance.
     o Other  financials  that  were  added  include  Germany's  Dresdner  Bank,
       Netherlands' ABN Amro Holdings and Fortis, Spain's Banco Popular Espanol,
       UK's Royal Bank of Scotland and Hungary's OTP Bank.
     o In Spain,  we sold Banco  Santander  Central  Hispano  given its  similar
       profile to and our preference for Banco Bilbao Vizcaya  Argenta.  We sold
       Japanese  consumer  finance  companies  Nichiei and  Shohkoh  Fund due to
       deteriorating industry fundamentals.

     WE  INCREASED  HOLDINGS  IN THE ENERGY AND OIL  SERVICES  SECTOR TO CAPTURE
IMPROVING INDUSTRY FUNDAMENTALS AND THE RECOVERY IN DRILLING ACTIVITY.
     o OPEC production  restraint  amidst higher global demand led to a tripling
       of oil prices, benefiting many key industry participants.
     o We purchased  integrated oil leader BP Amoco, which has bid for ARCO, and
       Shell  T&T,  an  undervalued  oil major  with  significant  restructuring
       potential.  We also added to the Portfolio's  position in Total Fina Elf,
       which is benefiting from merger synergies.
     o We  purchased  emerging  market  oil  companies  Petrobras  of Brazil and
       PetroChina,  oil services  firms  Petroleum Geo Services and Saipem,  and
       wind turbine developer Vestas Wind Systems.

     OTHER SIGNIFICANT ACTIVITY IN THE PORTFOLIO WAS FOCUSED ON DEFENSIVE GROWTH
AREAS.
     o Within the  consumer  staples  sector,  we either  purchased  or added to
       positions  in food  retailer  Ahold,  food  producer  Nestle and  Numico,
       household  products  manufacturer  Reckitt  Benckiser,  and tobacco  firm
       Altadis.

4
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     o We moved to an overweighting in pharmaceutical and biotechnology  through
       investments in Aventis, Elan, Glaxo Wellcome, Serono, and Celltech.
     o We added select consumer  discretionary firms viewed as more resilient to
       any  consumption  slowdown.   These  included  Japan's  audio  and  video
       equipment leader Pioneer and France's luxury goods manufacturer Christian
       Dior.

INVESTMENT ENVIRONMENT
     MOST WORLD EQUITY  MARKETS  ACHIEVED NEW HIGHS DURING THE CLOSING  WEEKS OF
1999, AS Y2K FEARS ABATED. HOWEVER, LINGERING CONCERNS THAT STOCK VALUATIONS HAD
BECOME  STRETCHED  WHILE ECONOMIC  FUNDAMENTALS  WERE WEAKENING LED INVESTORS TO
FLEE EQUITIES DURING MUCH OF 2000.
     o A series of interest  rate  increases  in the US and  Europe,  as well as
       Japan's  first rate hike in a decade,  further  clouded  the  outlook for
       equities.
     o A dramatic rise in the  tech-laden  NASDAQ  Composite  Index in the early
       months of the fiscal year and a relatively tight correlation with foreign
       stocks  offering  similar  attributes was followed by a sharp downturn in
       global equity indices  beginning in mid-March.  The dot.com bubble burst,
       and sectors rotated abruptly.  Valuations,  which seemed to matter little
       to  investors  during  the  first  half of the  period,  suddenly  became
       important.
     o Europe  was  particularly   impacted  by  the  failure  of  central  bank
       coordination and intervention to stop the euro currency from touching new
       lows against the US dollar and Japanese yen.
     o The abrupt departure of foreign  investors from the Japanese market,  due
       to  concerns   regarding   the  pace  of  both   economic   recovery  and
       restructuring efforts, unwound 20 months of strong Nikkei performance.
     o After being  adversely  impacted by higher  interest  rates and decreased
       liquidity,  emerging  markets were  further hurt by fears that  impending
       slower world economic growth would cut short domestic  economic  recovery
       and export demand.

EUROPE
     EUROPE  OVERALL  POSTED A BARELY  POSITIVE 1.2% RISE IN US DOLLAR TERMS FOR
THE FISCAL  YEAR,  GIVING BACK  DURING THE SECOND HALF MUCH OF THE GAINS  EARNED
DURING THE FIRST HALF.  THE  CONTINENT  (EXCLUDING  THE UK)  OUTPERFORMED,  WITH
RETURNS IN US DOLLAR TERMS OF 3.8% VERSUS -5.9% FOR THE UK.
     o The euro's 19.3%  decline over the twelve months due to strong demand for
       assets  outside  of the  region,  and  particularly  in the US,  severely
       dampened returns.

                                                                               5
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LETTER TO SHAREHOLDERS (CONTINUED)
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     o Despite  several  attempts by the  European  Central  Bank to prop up the
       sagging euro with interest rate  increases  and foreign  exchange  market
       intervention, the currency continued to set new lows.
     o The fall from grace experienced by bellwether European technology,  media
       and  telecommunications  service and equipment  stocks  lowered  domestic
       indices.
     o Downward  revisions in the pace of European  economic  growth  weighed on
       investor sentiment.
     o Although currency weakness may contribute to the illusion that confidence
       is lacking in the region,  European markets  continued to demonstrate the
       benefits of Economic and Monetary Union, corporate  restructuring and tax
       reform  efforts.  In fact, for the European  investor,  this was a banner
       year for domestic equity market  performance.  Local investors  enjoyed a
       27.8% annual return on the continent (excluding the UK) and a 6.4% annual
       return in the UK.

     FOR THE SECOND HALF OF THE FISCAL YEAR,  EUROPE RETURNED -6.7% IN US DOLLAR
TERMS.  AFTER  POSTING  A  STRONG  FIRST  HALF AND A FLAT  SECOND  HALF IN LOCAL
CURRENCY, THE WEAK EURO AND CORRELATED CURRENCIES LED TO NEARLY ACROSS THE BOARD
LOSSES. THE IMPACT WAS FELT BOTH IN CORE LARGE MARKETS AND  TECHNOLOGY-SENSITIVE
NORDIC MARKETS.
     o Germany led the way down on weaker  economic  news falling  12.2%,  while
       neighbor France dropped 6.4% in US dollar terms.
     o Finland and Sweden lost 30.8% and 27.2%,  respectively,  weighed  down by
       bellwethers  Nokia  and  Ericsson.
     o Italy  was able to buck the  trend by  rising  1.9% on  strong  financial
       sector  performance.
     o Although not part of the Eurozone,  the United  Kingdom also saw currency
       weakness drag down a respectable  local  currency gain to register a 2.8%
       decline in dollars.

ASIA
     AFTER LEADING MAJOR EQUITY INDICES IN CALENDAR  1999,  THE JAPANESE  EQUITY
MARKET  GAVE BACK ALL OF ITS GAINS AND  MORE,  FALLING  14.4%  OVER THE LAST SIX
MONTHS AND 11.6% FOR THE FISCAL YEAR IN US DOLLAR TERMS.
     o Foreign investors were punished for believing that a sustainable economic
       recovery, which could buoy company profits, was in place.
     o The anemic pace of corporate restructuring announcements, the rollback of
       financial  reform  efforts and the  increasing  number of small and large
       company bankruptcies further undermined investor sentiment.  For example,
       the collapse of retailer  Sogo and insurers  Kyoei Life and Chiyoda Life,
       after  desperate  attempts to prop up sagging  balance  sheets,  severely
       diminished investor confidence.

6
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     o The  beleaguered  bank  sector  had been  declared  saved  after  massive
       government capital  injections.  However, it lost nearly one-third of its
       value during the fiscal period,  experiencing its 33rd consecutive  month
       of lending declines.
     o Hope that with the maturity of postal savings accounts domestic investors
       would flood into equities was dashed as the market tumbled just after the
       end of the March 31 fiscal year.
     o The  first  hike in  Japanese  interest  rates in a decade  was seen as a
       threat  to the  fragile  recovery,  much as a  previous  consumption  tax
       increase had done so.

     ASIA  EX-JAPAN  CONTRACTED  25.5% IN US DOLLAR TERMS  DURING THE  SIX-MONTH
PERIOD ENDING OCTOBER 31 AND 5.3% OVER THE TWELVE MONTH PERIOD.
     o The  region  suffered  from  domestic  challenges  as  well  as  negative
       international  factors.  These included slowing global growth, higher oil
       prices,  a downturn in the  semiconductor  cycle,  a de-rating  of global
       telecom companies and increased global risk aversion.
     o Hong Kong and Singapore were least exposed to these factors and benefited
       from their traditional "safe haven" status in times of market volatility.
     o On the other hand,  higher oil prices had a detrimental  effect on Korea,
       India,  the Philippines and Thailand.
     o Taiwan and South Korea were hurt by domestic concerns, dropping 36.6% and
       35.1% over the last six  months and 30.0% and 33.8% for the fiscal  year,
       respectively.  These  declines  were  despite  high  earnings  growth and
       inexpensive  valuations.  Exposure  to the  global  technology  cycle and
       political uncertainty were felt in both markets.
     o South Korea's credit crunch and dissatisfaction  with its reform progress
       hampered  equity  purchases  despite the pledge of 40-50 trillion won for
       financial restructuring.  Ford Motor's pullout in September of its Daewoo
       Motor purchase damaged sentiment.

OTHER MARKETS
     Emerging  markets  fell 19.9% in US dollar terms for the latter half of the
period and 8.8% for the full fiscal year.

     LATIN AMERICAN  MARKETS OVERALL  PERFORMED  STRONGLY,  WITH BOTH MEXICO AND
VENEZUELA BENEFITING FROM HIGHER OIL PRICES.
     o Argentina,  however,  shook regional confidence with its fiscal problems,
       political scandal and debt load concerns.

                                                                               7
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LETTER TO SHAREHOLDERS (CONTINUED)
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     o Brazil  was  hurt by  weakness  in  telecom  stocks,  concerns  over  the
       inflationary  impact of higher oil prices and Argentina  contagion fears.
       Investor  sentiment  improved  following Moody's upgrade of Brazil's debt
       rating to B1.

     EMERGING EUROPE,  OFF 24.2% IN DOLLAR TERMS FOR THE SECOND HALF OF THE YEAR
AND 5.6% OVER TWELVE MONTHS, PROVED TO BE LESS RESILIENT.
     o Turkey led the region down on concerns  that it would be unable to adhere
       to International Monetary Fund proposals.
     o Poland and Hungary were  lackluster,  given  deterioration in continental
       Europe's leading indicators.
     o Although Russia was a beneficiary of high oil prices, its market declined
       following lapses in corporate governance.

LOOKING AHEAD
     As we near what we  believe  to be the peak of the  current  interest  rate
cycle, we believe there is  considerable  room for rate reductions in the coming
year to  spur  economic  growth.  We  believe  that in the  near  term  earnings
expansion may slow to reflect  moderate global demand.  Our most likely scenario
is for a "soft-landing."

     IN EUROPE,  WE ANTICIPATE A FIRMER EURO AND GREATER INVESTOR  CONFIDENCE IN
EQUITIES IN THE MONTHS AHEAD.
     o The 11 member countries of the Eurozone saw unemployment  fall to 9.0% in
       September, down from over 10.0% a year ago.
     o With currency risk mitigated by the  introduction  of the euro,  Eurozone
       investors  continue to shift from money  market and bond  investments  to
       equities.   However,   they  are  still  significantly   underexposed  to
       longer-term savings products versus Anglo-Saxon investors.
     o Though reduced,  the outlook for earnings growth is still positive.  With
       short-term interest rates believed to be at or near peak levels and scope
       for bond yields  expected to decline,  equity  valuations  should be well
       supported.  From a  valuation  perspective,  the UK is  looking  the most
       attractive of the major European markets for the first time in two years,
       and we are intensifying our bottom-up research efforts there.
     o Tax reform, both corporate and household, is proceeding more rapidly than
       we  initially  anticipated.  Marginal  rates  throughout  the  region are
       expected to be at or below US levels in several years.
     o Restructuring  and  consolidation,  heightened  sensitivity  to  minority
       shareholders and shareholder value, and improving labor force flexibility
       are resulting in pressure to allocate capital more rationally.

8
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     o These trends support the rapid rise of an equity  culture.  They are also
       expected  to lead to  positive  fund  flows  into the  region  from  both
       portfolio and corporate investors.

     WE BELIEVE  THAT THE  MUCH-TRUMPETED  JAPANESE  RECOVERY  OFFERS  LITTLE OF
SUBSTANCE FOR MANY DEEP-ROOTED AND FUNDAMENTAL REASONS.
     o A lack of  political  resolve  has led to a "lost  decade"  for  economic
       growth, which is clearly being felt by consumers refusing to spend.
     o The  pace  of  fiscal  and  financial   sector  reform  has  stalled  and
       announcements of corporate restructuring efforts have all but ended.
     o A rollback of many of the "big bang"  efforts to  stimulate  the troubled
       financial sector bodes ill for financial transparence and equity demand.
     o Foreigners are not likely to be strong net buyers of the Japanese  equity
       market  in the near  future,  given  the  miserable  turnabout  they have
       experienced recently.
     o Thus,  investors  will need to be  selective  and willing to trade out of
       positions  quickly  in order  to  preserve  gains  in this  contradictory
       market.

     IN ASIA EX-JAPAN AND THE EMERGING MARKETS  OVERALL,  CONCERNS ABOUT SLOWING
GLOBAL GROWTH, THE GLOBAL TECHNOLOGY CYCLE, RESTRUCTURING,  COMMODITY PRICES AND
THE  DIRECTION OF THE US ECONOMY ARE LIKELY TO CONTINUE TO WEIGH ON EQUITIES FOR
THE NEAR TERM. HOWEVER, PROFITABILITY, DOMESTIC GROWTH AND ATTRACTIVE VALUATIONS
ARE ALL  SUPPORTIVE  GOING  FORWARD.  WE ARE  CONTENT TO HAVE  EXPOSURE TO THESE
MARKETS BUT AT LEVELS THAT BALANCE RISK WITH POTENTIAL RETURNS.
     o The sharp correction in Asian stocks has left valuations more attractive.
       However,  in the short term,  Asia lacks an obvious  catalyst to ignite a
       sustained  rally. If high energy price levels are sustained in 2001, Asia
       is expected to suffer from a combination of decelerating  growth,  higher
       inflation and deteriorating trade balances.
     o We remain  cautious in Mexico due to  above-trend  economic  growth and a
       tight labor  market.  Lower rates in Brazil are  spurring  growth,  while
       inflation targeting is keeping a lid on overheating.
     o Emerging Europe is less vulnerable to global volatility,  given its lower
       exposure to the  telecommunications and technology sectors. The concerted
       action among European,  US and Japanese central banks to support the euro
       above 0.85 against the US dollar could be positive for emerging  European
       markets.
     o In our view,  euro strength  would also improve the inflation  outlook in
       central  Europe and take some  pressure  off the Polish  zloty in particu
       lar. We believe it would help Turkish exporters and reduce the likelihood
       of cash flow out of Greece.

                                                                               9
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LETTER TO SHAREHOLDERS (CONCLUDED)
--------------------------------------------------------------------------------

     THE DIFFICULT  MARKET  CONDITIONS  THIS PAST FISCAL YEAR CERTAINLY TEST THE
RESOLVE OF INVESTORS AFTER SEVERAL YEARS OF STRONG EQUITY  RETURNS.  THAT IS WHY
IT IS IMPORTANT TO PUT CORRECTIVE  PERIODS INTO A LONG-TERM CONTEXT AND TO TREAT
THEM AS  PAUSES  RATHER  THAN  EMERGING  TRENDS  PROVIDED  THAT THE  FUNDAMENTAL
ECONOMIC, DEMOGRAPHIC AND POLITICAL ENVIRONMENT REMAINS SOUND.
     o We  believe  recent  market  weakness  can  be  primarily  attributed  to
       short-term  influences  -- higher  interest  rates,  restrained  economic
       growth,  rising  oil  prices  --  rather  than  fundamental  economic  or
       political crises like those seen in previous years.
     o Although the bursting of the Internet bubble has had a significant impact
       on investor  confidence,  developed market demographics and public policy
       are favorable for continued and expanding  equity  ownership by investors
       the world over.
     o Many  positive  variables  that can benefit  international  equities  lie
       ahead.  We believe  these  include an interest rate cycle that has likely
       peaked, expanding tax reduction and pension reform measures and commodity
       prices that are expected to soften.
     We will, of course,  continue to monitor economic  conditions and political
initiatives and their effect on financial  markets as we seek long-term  capital
appreciation. We appreciate your ongoing support of Flag Investors International
Equity Fund,  and we look forward to continuing to serve your  investment  needs
for many years ahead.

                           \S\ SIGNATURE MICHAEL LEVY
                          \S\ SIGNATURE ROBERT REINER
                            \S\ SIGNATURE JULIE WANG

                   Michael Levy, Robert Reiner and Julie Wang

            Portfolio Managers of the INTERNATIONAL EQUITY PORTFOLIO

                                October 31, 2000

10
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FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

CHANGE IN VALUE OF A $10,000 INVESTMENT IN CLASS A SHARES 1
NOVEMBER 18, 1986-OCTOBER 31, 2000

$10,000 invested in the Flag Investors International
Equity Fund Class A Shares at inception on
November 18, 1986 was worth $22,062 on October 31, 2000


11/18/86     10,000
12/31/86     10,300
1/31/87      11,080
2/28/87      11,480
3/31/87      11,890
4/30/87      12,860
5/31/87      12,900
6/30/87      12,940
7/31/87      13,610
8/31/87      13,920
9/30/87      14,460
10/31/87     10,810
11/30/87     10,840
12/31/87     11,443
1/31/88      11,560
2/29/88      12,040
3/31/88      12,498
4/30/88      12,786
5/31/88      12,328
6/30/88      11,997
7/31/88      11,997
8/31/88      11,411
9/30/88      11,827
10/31/88     12,562
11/30/88     12,968
12/31/88     13,085
1/31/89      13,407
2/28/89      13,193
3/31/89      13,418
4/30/89      13,869
5/31/89      13,730
6/30/89      13,665
7/31/89      15,126
8/31/89      15,126
9/30/89      15,556
10/31/89     14,729
11/30/89     15,320
12/31/89     16,281
1/31/90      16,002
2/28/90      15,466
3/31/90      15,139
4/30/90      14,918
5/31/90      16,107
6/30/90      16,316
7/31/90      16,969
8/31/90      15,058
9/30/90      12,925
10/31/90     13,752
11/30/90     13,170
12/31/90     13,030
1/31/91      13,344
2/28/91      14,296
3/31/91      13,193
4/30/91      13,356
5/31/91      13,506
6/30/91      12,780
7/31/91      13,256
8/31/91      12,918
9/30/91      13,506
10/31/91     13,319
11/30/91     12,855
12/31/91     13,573
1/31/92      13,623
2/29/92      13,535
3/31/92      12,867
4/30/92      13,245
5/31/92      13,762
6/30/92      12,817
7/31/92      12,111
8/31/92      11,746
9/30/92      11,733
10/31/92     11,481
11/30/92     11,670
12/31/92     12,174
1/31/93      12,212
2/28/93      12,615
3/31/93      12,956
4/30/93      13,321
5/31/93      13,485
6/30/93      13,876
7/31/93      14,506
8/31/93      15,388
9/30/93      15,426
10/31/93     16,446
11/30/93     16,182
12/31/93     18,302
1/31/94      18,960
2/28/94      18,235
3/31/94      17,363
4/30/94      17,591
5/31/94      17,712
6/30/94      17,444
7/31/94      18,222
8/31/94      19,067
9/30/94      18,598
10/31/94     18,772
11/30/94     17,954
12/31/94     16,947
1/31/95      15,740
2/28/95      15,726
3/31/95      16,088
4/30/95      16,478
5/31/95      16,813
6/30/95      16,692
7/31/95      17,632
8/31/95      17,189
9/30/95      17,377
10/31/95     17,028
11/30/95     17,256
12/31/95     17,846
1/31/96      18,329
2/29/96      18,410
3/31/96      18,464
4/30/96      19,215
5/31/96      19,202
6/30/96      19,269
7/31/96      18,772
8/31/96      18,678
9/30/96      19,108
10/31/96     19,094
11/30/96     20,318
12/31/96     20,540
1/31/97      20,060
2/28/97      20,156
3/31/97      20,321
4/30/97      20,375
5/31/97      21,815
6/30/97      22,583
7/31/97      23,639
8/31/97      22,103
9/30/97      24,009
10/31/97     22,432
11/30/97     22,254
12/31/97     22,313
1/31/98      23,164
2/28/98      23,888
3/31/98      25,003
4/30/98      25,310
5/31/98      25,240
6/30/98      25,045
7/31/98      25,338
8/31/98      22,313
9/30/98      22,188
10/31/98     23,610
11/30/98     24,794
12/31/98     25,422
1/31/99      25,926
2/28/99      25,185
3/31/99      25,814
4/30/99      27,073
5/31/99      26,682
6/30/99      28,053
7/31/99      28,990
8/31/99      29,592
9/30/99      29,396
10/31/99     29,158
11/30/99     29,130
12/31/99     30,945
1/31/00      28,926
2/29/00      28,810
3/31/00      27,637
4/30/00      25,223
5/31/00      24,492
6/30/00      25,478
7/31/00      24,679
8/31/00      25,325
9/30/00      23,456
10/31/00     22,062

<TABLE>
<CAPTION>
                                                              CUMULATIVE                                         AVERAGE ANNUAL
                                                           TOTAL RETURNS                                          TOTAL RETURNS

                                                                   Since                                                  Since
Periods ended        Past 1     Past 3    Past 5    Past 10    inception    Past 1    Past 3     Past 5     Past 10   inception
October 31, 2000       year      years     years      years     11/18/86      year     years      years       years    11/18/86
-------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>      <C>        <C>         <C>        <C>        <C>        <C>         <C>         <C>
 Flag Investors
  International
  Equity Fund
  Class A Shares 1   -24.34%     -1.65%    29.56%     60.42%      120.62%   -24.34%    -0.55%      5.32%       4.84%       5.84%
-------------------------------------------------------------------------------------------------------------------------------
 MSCI EAFE Index 2,4  -2.90%     30.99%    51.41%    111.88%      215.61%    -2.90%     9.42%      8.65%       7.80%       8.61%
-------------------------------------------------------------------------------------------------------------------------------
 Lipper International
  Equity Funds
  Average 3,4          2.70%     34.13%    62.88%    149.02%      268.25%     2.70%     9.96%      9.93%       9.30%       9.53%
<FN>
-------------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their  original  cost.These  figures assume the
  reinvestment of dividend and capital gain distributions and exclude the impact
  of any sales charges.  Performance figures for the classes differ because each
  class  maintains a distinct  expense  structure.  Performance  would have been
  lower during the  specified  periods if certain fees and expenses had not been
  waived by the Fund.
2 The MSCI EAFE Index is an unmanaged  capitalization  weighted index containing
  approximately   1,100  equity  securities  of  companies  located  in  Europe,
  Australasia  and the Far East.  Index returns do not reflect  expenses,  which
  have been deducted from the Fund's returns.
3 Lipper figures  represent the average of the total returns  reported by all of
  the mutual  funds  designated  by Lipper  Inc.  as falling  into the  category
  indicated. These figures do not reflect sales charges.
4 Benchmark returns are for the period beginning 11/30/86.
</FN>
</TABLE>

                                                                              11
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

CLASS B AND CLASS C SHARES

                                    CUMULATIVE TOTAL RETURNS

                                             Since inception
   Period ended October 31, 2000                     2/29/00
--------------------------------------------------------------------------------
 FLAG INVESTORS INTERNATIONAL EQUITY FUND CLASS B 1  -22.54%
--------------------------------------------------------------------------------
 MSCI EAFE Index 2                                   -10.45%4
 Lipper International Equity Funds Average 3         -14.84%4
 FLAG INVESTORS INTERNATIONAL EQUITY FUND CLASS C 1  -23.95%
 MSCI EAFE Index 2                                   -10.45%4
 Lipper International Equity Funds Average 3         -14.84%4

INSTITUTIONAL SHARES

                                    CUMULATIVE TOTAL RETURNS

                                             Since inception
   Period ended October 31, 2000                     7/31/00
--------------------------------------------------------------------------------
 Flag Investors International Equity
   Fund Institutional Shares 1                        -11.09%
--------------------------------------------------------------------------------
 MSCI EAFE Index 2                                    -6.31%5
 Lipper International Equity Funds Average 3          -7.71%5

-------------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their  original  cost.These  figures assume the
  reinvestment of dividend and capital gain distributions and exclude the impact
  of any sales charges.  Performance figures for the classes differ because each
  class  maintains a distinct  expense  structure.  Performance  would have been
  lower during the  specified  periods if certain fees and expenses had not been
  waived by the Fund.
2 The MSCI EAFE Index is an unmanaged  capitalization  weighted index containing
  approximately   1,100  equity  securities  of  companies  located  in  Europe,
  Australasia  and the Far East.  Index returns do not reflect  expenses,  which
  have been deducted from the Fund's returns.
3 Lipper figures  represent the average of the total returns  reported by all of
  the mutual  funds  designated  by Lipper  Inc.  as falling  into the  category
  indicated. These figures do not reflect sales charges.
4 Benchmark returns are for the period beginning 2/29/00.
5 Benchmark returns are for the period beginning 7/31/00.

12
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY 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 performance of
each of the Fund's  classes to that of an appropriate  market index.  This graph
measures the growth of a $10,000 hypothetical investment from the inception date
of the respective class through the end of the most recent fiscal year-end.  The
SEC also requires that we report the total return of each class,  according to a
standardized  formula,  for  various  time  periods  through the end of the most
recent fiscal year.

     Both the line graph and the SEC  standardized  total return figures include
the impact of the 5.50% maximum  initial sales charge for the Class A Shares and
the contingent deferred sales charge applicable to the specified time period for
the  Class B and  Class C Shares.  Returns  would be  higher  for Class A Shares
investors who qualified for a lower initial sales charge or for Class B or Class
C Shares  investors  who  continued  to hold  their  shares  past the end of the
specified time period.

     While the graphs and the total  return  figures are  required by SEC rules,
such  comparisons  are of limited  utility  since the total return of the Fund's
classes are  adjusted for sales  charges and expenses  while the total return of
the indices are not. In fact,  if you wished to  replicate  the total  return of
these indices,  you would have to purchase the  securities  they  represent,  an
effort  that  would  require a  considerable  amount  of money  and would  incur
expenses that are not reflected in the index results.

     The SEC total return  figures may differ from total  return  figures in the
shareholder  letter because the SEC figures  include the impact of sales charges
while the total return figures in the shareholder letter do not. Any performance
figures shown are for the full period indicated.

                                                                              13
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

ADDITIONAL PERFORMANCE INFORMATION (CONTINUED)
CHANGE IN VALUE OF A $10,000 INVESTMENT IN CLASS A SHARES 1
NOVEMBER 18, 1986-OCTOBER 31, 2000

                Flag Investors                              Lipper International
           International Equity Fund      MSCI EAFE              Equity Funds
             - Class A $20,849          Index 2 $31,573       Average 3 $36,825
11/18/1986           9,450                  10,000                  10,000
10/31/87            10,215                  12,622                  10,653
10/31/88            11,871                  15,803                  12,596
10/31/89            13,919                  17,090                  14,491
10/31/90            12,996                  14,899                  14,444
10/31/91            12,586                  15,937                  15,613
10/31/92            10,850                  13,831                  15,042
10/31/93            15,541                  19,013                  20,244
10/31/94            17,740                  20,930                  22,614
10/31/95            16,091                  20,854                  22,811
10/31/96            18,044                  23,039                  25,494
10/31/97            21,198                  24,104                  28,763
10/31/98            22,311                  26,424                  30,244
10/31/99            27,554                  32,509                  36,800
10/31/00            20,849                  31,573                  36,825


AVERAGE ANNUAL TOTAL RETURN 1
  PERIODS ENDED 10/31/00         1-YEAR   5-YEARS   10-YEARS   SINCE INCEPTION 4
-----------------------------    ------   -------   --------   ----------------
  Class A Shares                -28.50%    4.13%       4.25%         5.41%

---------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their  original  cost.These  figures assume the
  reinvestment of dividend and capital gain distributions and include the Fund's
  maximum 5.50% sales charge. Performance figures for the classes differ because
  each  class   maintains  a  distinct  sales  charge  and  expense   structure.
  Performance would have been lower during the specified periods if certain fees
  and expenses had not been waived by the Fund.
2 The MSCI EAFE Index is an unmanaged  capitalization  weighted index containing
  approximately   1,100  equity  securities  of  companies  located  in  Europe,
  Australasia  and the Far East.  Index returns do not reflect  expenses,  which
  have been  deducted  from the Fund's  returns.  Benchmark  returns are for the
  period beginning 11/30/86.
3 Lipper figures  represent the average of the total returns  reported by all of
  the mutual  funds  designated  by Lipper  Inc.  as falling  into the  category
  indicated. Benchmark returns are for the period beginning 11/30/86.
4 November 18, 1986.

14
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

CHANGE IN VALUE OF A $10,000 INVESTMENT IN CLASS B SHARES 1
FEBRUARY 29, 2000-OCTOBER 31, 2000

                Flag Investors                              Lipper International
           International Equity Fund      MSCI EAFE              Equity Funds
             - Class B $7,359           Index 2 $8,955        Average 3 $8,516
02/29/00           10,000                   10,000                 10,000
03/31/00            9,113                   10,388                 10,059
04/30/00            8,312                    9,842                  9,424
05/31/00            8,211                    9,601                  9,117
06/30/00            8,530                    9,977                  9,523
07/31/00            8,256                    9,559                  9,185
08/31/00            8,424                    9,642                  9,339
09/30/00            7,836                    9,172                  8,808
10/31/00            7,359                    8,955                  8,516


CUMULATIVE TOTAL RETURN 1
  PERIOD ENDED 10/31/00                                   SINCE INCEPTION 4
-------------------------                                 -----------------
  Class B Shares                                               -26.41%

-------------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their  original  cost.These  figures assume the
  reinvestment of dividend and capital gain distributions and include the Fund's
  contingent  deferred sales charge applicable to the specified time period. The
  contingent  deferred sales charge for ClassB shares  declines over time from a
  maximum of 5.00% to 0% after six years.  Performance  figures  for the classes
  differ  because  each class  maintains  a distinct  sales  charge and  expense
  structure.  Performance  would have been lower during the specified  period if
  certain fees and expenses had not been waived by the Fund.
2 The MSCI EAFE Index is an unmanaged  capitalization  weighted index containing
  approximately   1,100  equity  securities  of  companies  located  in  Europe,
  Australasia  and the Far East.  Index returns do not reflect  expenses,  which
  have been  deducted  from the Fund's  returns.  Benchmark  returns are for the
  period begininng 2/29/00.
3 Lipper figures  represent the average of the total returns  reported by all of
  the mutual  funds  designated  by Lipper  Inc.  as falling  into the  category
  indicated. Benchmark returns are for the period begininng 2/29/00.
4 February 29, 2000.

                                                                              15
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

ADDITIONAL PERFORMANCE INFORMATION (CONCLUDED)
CHANGE IN VALUE OF A $10,000 INVESTMENT IN CLASS C SHARES 1
FEBRUARY 29, 2000-OCTOBER 31, 2000

                Flag Investors                              Lipper International
           International Equity Fund      MSCI EAFE              Equity Funds
             - Class C $7,505           Index 2 $8,955        Average 3 $8,516
02/29/00          10,000                   10,000                   10,000
03/31/00           9,497                   10,388                   10,059
04/30/00           8,662                    9,842                    9,424
05/31/00           8,399                    9,601                    9,117
06/30/00           8,726                    9,977                    9,523
07/31/00           8,446                    9,559                    9,185
08/31/00           8,609                    9,642                    9,339
09/30/00           8,013                    9,172                    8,808
10/31/00           7,505                    8,955                    8,516

CUMULATIVE TOTAL RETURN 1
  PERIOD ENDED 10/31/00                              SINCE INCEPTION 4
-------------------------                            -----------------
Class C Shares                                           -24.95%

-----------
1 PAST  PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.  Investment  return and
  principal  value will fluctuate so that an investor's  shares,  when redeemed,
  may be worth more or less than their  original cost. These  figures assume the
  reinvestment of dividend and capital gain distributions and include the Fund's
  contingent  deferred sales charge applicable to the specified time period. The
  contingent  deferred  sales  charge  for  Class C shares is 1.00%  for  shares
  redeemed  within one year of  purchase.  Performance  figures  for the classes
  differ  because  each class  maintains  a distinct  sales  charge and  expense
  structure.  Performance  would have been lower during the specified  period if
  certain fees and expenses had not been waived by the Fund.
2 The MSCI EAFE Index is an unmanaged  capitalization  weighted index containing
  approximately   1,100  equity  securities  of  companies  located  in  Europe,
  Australasia  and the Far East.  Index returns do not reflect  expenses,  which
  have been  deducted  from the Fund's  returns.  Benchmark  returns are for the
  period beginning 2/29/00.
3 Lipper figures  represent the average of the total returns  reported by all of
  the mutual  funds  designated  by Lipper  Inc.  as falling  into the  category
  indicated. Benchmark returns are for the period beginning 2/29/00.
4 February 29, 2000.

16
<PAGE>

TEN LARGEST HOLDINGS
--------------------------------------------------------------------------------

                                                                 PERCENTAGES ARE
                                                                    BASED ON THE
                                                                   NET ASSETS OF
COMPANY                                                            THE PORTFOLIO
--------------------------------------------------------------------------------

 1.   VODAFONE GROUP PLC                                                   3.63%
      The world's largest mobile telecommunications company.

 2.   ING GROEP NV                                                         2.59%
      Provides  a wide  range of  insurance,  both  life and
      non-life, and banking services.

 3.   TAKEDA CHEMICAL INDUSTRIES LTD.                                      2.19%
      Manufactures prescription pharmaceuticals.

 4.   TOTAL FINA SA                                                        2.18%
      A leading oil and gas supplier.

 5.   SHELL TRANSPORT & TRADING CO. PLC                                    2.17%
      Predominantly   provides   oil  and  gas  as  well  as
      exploration for oil and gas.

 6.   ROYAL BANK OF SCOTLAND                                               2.14%
      Provides   banking,   insurance  and  other  financial
      services.

 7.   AVENTIS SA                                                           2.10%
      Mainly  produces  pharmaceuticals  and other specialty
      chemicals.

 8.   ELAN CORP. PLC ADR                                                   1.94%
      Develops and licenses drug delivery systems formulated
      to   increase   the   therapeutic   value  of  certain
      medications with reduced side effects.

 9.   RECKITT & BENCKISER PLC                                              1.89%
      Creates and distributes  household products,  food and
      pharmaceutical products.

10.   KONINKLIJKE AHOLD NV                                                 1.87%
      The  largest   food   retailer  in  the   Netherlands,
      operating   supermarkets   and  other  specialty  food
      stores.

                                                                              17
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

                                                              OCTOBER 31,
--------------------------------------------------------------------------
                                                                 2000
Assets
   Investment in International Equity Portfolio, at value   $ 15,962,339
   Receivable for shares of beneficial interest subscribed       100,068
   Due from Bankers Trust ................................        82,612
   Prepaid expenses and other ............................        20,005
                                                            ------------
Total assets .............................................    16,165,024
                                                            ------------
Liabilities
   Accrued expenses and other ............................        83,618
                                                            ------------
Total liabilities ........................................        83,618
                                                            ------------
Net assets ...............................................  $ 16,081,406
                                                            ============
Composition of Net Assets
   Paid-in capital .......................................  $ 22,823,402
   Distributions in excess of net investment income ......       (20,183)
   Accumulated net realized loss from investment and
     foreign currency transactions .......................    (1,675,477)
   Net unrealized depreciation on investments and
     foreign currencies ..................................    (5,046,336)
                                                            ------------
Net assets ...............................................  $ 16,081,406
                                                            ============
Net Asset Value, Offering and Redemption Price Per Share
   Class A Shares
   ($14,185,006 (DIVIDE) 1,092,997 shares) ...................... $12.98
                                                                  ======
   Class B Shares
   ($727,963 (DIVIDE) 55,424 shares) ............................ $13.13
                                                                  ======
   Class C Shares
   ($1,079,497 (DIVIDE) 83,757 shares) .......................... $12.89
                                                                  ======
   Institutional Shares
   ($88,940 (DIVIDE) 6,887 shares) .............................. $12.91
                                                                  ======
Maximum Offering Price Per Share
   Class A Shares ($ 12.98 / 0.945) ............................. $13.74
                                                                  ======
   Class B Shares ............................................... $13.13
                                                                  ======
   Class C Shares ............................................... $12.89
                                                                  ======
   Institutional Shares ......................................... $12.91
                                                                  ======
SEE NOTES TO FINANCIAL STATEMENTS.

18
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

STATEMENT OF OPERATIONS 1

                                                                 FOR THE
                                                                YEAR ENDED
                                                                OCTOBER 31,
---------------------------------------------------------------------------
                                                                   2000
Investment Income
   Income allocated from International Equity Portfolio, net  $   113,922
   Dividends ...............................................       63,698
   Interest ................................................       16,234
   Less: foreign taxes withheld ............................       (7,717)
                                                              -----------
        Total income .......................................      186,137
                                                              -----------
Expenses
   Distribution fees
     Class A Shares ........................................       35,668
     Class B Shares ........................................        3,862
     Class C Shares ........................................        5,093
   Professional fees .......................................      141,699
   Printing and shareholder reports ........................       62,767
   Registration fees .......................................       54,799
   Investment advisory fee .................................       32,687
   Accounting fees .........................................       32,583
   Administrative fee ......................................       29,856
   Transfer agent fee ......................................       16,645
   Custody fees ............................................        5,020
   Miscellaneous ...........................................       11,976
                                                              -----------
Total expenses .............................................      432,655
                                                              -----------
Less: fee waivers or expenses ..............................     (282,604)
                                                              -----------
Net expenses ...............................................      150,051
                                                              -----------
Net investment income ......................................       36,086
                                                              -----------
Realized and Unrealized Gain (Loss) on Investment and
   Foreign Currency  Transactions
   Net realized gain (loss) from:
     Investment transactions: ..............................    3,670,183
     Option transactions ...................................      (53,728)
     Foreign currency transactions .........................      (67,701)
     Foreign futures transactions ..........................      (82,061)
     Forward foreign currency transactions .................      145,914
Net change in unrealized appreciation/depreciation on
   investments and foreign currencies ......................   (8,274,576)
                                                              -----------
Net realized and unrealized loss on investments
    and foreign currencies .................................   (4,661,969)
                                                              -----------
Net decrease in net assets from operations .................  $(4,625,883)
                                                              ===========

---------
1 On  February  29,  2000,  the Flag  Investors  International  Equity Fund (the
  "Fund") became a feeder of the International  Equity Portfolio.  The Statement
  of Operations  includes the stand-alone  and feeder fund for their  respective
  periods.

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                              19
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS 1

                                                 FOR THE YEARS ENDED OCTOBER 31,
--------------------------------------------------------------------------------
                                                       2000            1999
Increase (Decrease) in Net Assets:
Operations:
   Net investment income .......................  $     36,086   $     94,771
   Net realized gain from investment and foreign
     currency transactions .....................     3,612,607      1,474,566
   Net change in unrealized appreciation/
     depreciation on investments and
     foreign currencies ........................    (8,274,576)     1,074,043
                                                  ------------   ------------
   Net increase (decrease) in net assets
     resulting from operations .................    (4,625,883)     2,643,380
                                                  ------------   ------------
Dividends to Shareholders from:
   Net investment income and net realized
     short-term gains ..........................      (591,571)       (48,602)
   Return of capital ...........................    (1,764,932)          --
                                                  ------------   ------------
   Total distributions .........................    (2,356,503)       (48,602)
                                                  ------------   ------------
Capital Share Transactions:
   Proceeds from sale of shares ................    13,019,002      9,655,136
   Value of shares issued in reinvestment of
     dividends .................................     2,098,197         40,630
   Cost of shares repurchased ..................    (5,824,151)   (10,706,756)
                                                  ------------   ------------
   Total increase (decrease) in net assets
     derived from capital share transactions ...     9,293,048     (1,010,990)
                                                  ------------   ------------
   Total increase in net assets ................     2,310,662      1,583,788

Net Assets:
   Beginning of year ...........................    13,770,744     12,186,956
                                                  ------------   ------------
   End of  year  (including  undistributed
     (distributions  in  excess  of)  net
     investment  income of $(20,183) and
     $94,599 for the years ended October 31,
     2000 and October 31, 1999,
     respectively) .............................  $ 16,081,406   $ 13,770,744
                                                  ============   ============

-----------
1 On  February  29,  2000,  the Flag  Investors  International  Equity Fund (the
  "Fund") became a feeder of the International Equity Portfolio.  The Statements
  of Changes in Net Assets  include  the  stand-alone  and feeder fund for their
  respective periods.

SEE NOTES TO FINANCIAL STATEMENTS.

20
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- CLASS A SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

<TABLE>
<CAPTION>
                                                                FOR THE
                                                               YEAR ENDED
                                                               OCTOBER 31,          FOR THE YEARS ENDED OCTOBER 31,
--------------------------------------------------------------------------------------------------------------------------
                                                                  2000         1999       1998          1997        1996
<S>                                                             <C>          <C>         <C>           <C>         <C>
Per Share Operating Performance:
   Net asset value, beginning of year ......................... $ 20.83      $ 16.94     $ 16.36       $ 14.20     $ 12.69
                                                                -------      -------     -------       -------     -------
Income from Investment Operations:
   Net investment income ......................................    0.37         0.48        0.08          0.11        0.26
   Net realized and unrealized gain (loss) on investments 1 ...   (4.53)        3.48        0.76          2.34        1.28
                                                                -------      -------     -------       -------     -------
   Total from investment operations ...........................   (4.16)        3.96        0.84          2.45        1.54
                                                                -------      -------     -------       -------     -------
Distributions to Shareholders
   Net investment income and net realized short-term gains ....   (0.93)       (0.07)      (0.10)        (0.18)      (0.03)
   Distributions in excess of net investment income and
     short-term gains .........................................      --           --       (0.16)        (0.11)         --
   Return of capital ..........................................   (2.76)          --          --            --          --
                                                                -------      -------     -------       -------     -------
   Total distributions ........................................   (3.69)       (0.07)      (0.26)        (0.29)      (0.03)
                                                                -------      -------     -------       -------     -------
   Net asset value, end of year ............................... $ 12.98      $ 20.83     $ 16.94       $ 16.36     $ 14.20
                                                                =======      =======     =======       =======     =======
Total return 2 ................................................  (24.34)%      23.5%        5.25%        17.48%      12.13%

Supplemental Data and Ratios:
   Net assets, end of year (000s) ............................. $14,185      $13,771     $12,187       $13,982     $12,930
Ratios to Average Daily Net Assets:
   Expenses (including expenses of the
      International Equity Portfolio)3 ........................    1.50%        1.50%       1.50%         1.50%       1.50%
   Net investment income ......................................    0.29%        0.75%       0.62%         1.18%       1.91%
   Portfolio turnover rate4 ...................................      17%5         18%         27%           21%         13%
<FN>
-------------
1 The years ended  October  31,  2000,  1999,  1998,  1997 and 1996  include net
  realized currency gains (losses).
2 Total return excludes the effect of sales charge.
3 Without the waiver of advisory fees and reimbursement of expenses (Note 2),the
  ratio of expenses to average daily net assets would have been 3.66% (including
  expenses of the International Equity Portfolio), 3.10%, 2.78%, 2.24% and 2.30%
  for the years ended October 31, 2000, 1999, 1998, 1997 and 1996, respectively.
4 Beginning on February 29, 2000, the Flag Investors  International  Equity Fund
  became a feeder of the International  Equity Portfolio and portfolio  turnover
  rate was no longer applicable to the Fund.
5 Portfolio turnover is for the period 11/1/99 through 2/28/00.
</FN>
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.

22-23
<PAGE>


FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS -- CLASS B SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                                             FOR THE PERIOD
                                                           FEBRUARY 29, 2000 1
                                                             TO OCTOBER 31,
------------------------------------------------------------------------------
                                                                  2000

Per Share Operating Performance:
   Net asset value, beginning of period ....................     $16.95
Income from Investment Operations
   Expenses in excess of income ............................      (0.04)
   Net realized and unrealized loss on investments .........      (4.04)
                                                                 ------
Total from investment operations ...........................      (4.08)
                                                                 ------
Other capital activity .....................................       0.26 2
Net asset value, end of period .............................     $13.13
                                                                 ======
Total return 3 .............................................     (22.54)%2,4
Supplemental Data and Ratios:
   Net assets, end of period (000s) ........................     $  728
   Ratios to Average Net Assets:
     Expenses (including expenses of the
        International Equity Portfolio) ....................       2.25%5,6
     Expenses in excess of income ..........................      (0.59)%5

----------
1 Commencement of operations.
2 Class B's performance  benefited from an accounting gain for the processing of
  certain as-of shareholder trades.
3 Total return excludes the effect of sales charge.
4 Cumulative total return since inception on February 29, 2000.
5 Annualized.
6 Without the waiver of advisory fees and  reimbursement  of expenses  (Note 2),
  the ratio of  expenses  to  average  daily net  assets  would  have been 4.37%
  (including  expenses of the International  Equity Portfolio)  (annualized) for
  the eight months ended October 31, 2000.

SEE NOTES TO FINANCIAL STATEMENTS.

24
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

FINANCIALHIGHLIGHTS -- CLASS C SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                                              FOR THE PERIOD
                                                            FEBRUARY 29, 2000 1
                                                              TO OCTOBER 31,
-------------------------------------------------------------------------------
                                                                   2000

Per Share Operating Performance:
   Net asset value, beginning of period ...........................   $16.95
Income from Investment Operations

   Expenses in excess of income ...................................    (0.03)
   Net realized and unrealized loss on investments ................    (4.03)
                                                                      ------
Total from investment operations ..................................    (4.06)
                                                                      ------
   Net asset value, end of period .................................   $12.89
                                                                      ======
Total return 2 ....................................................   (23.95)%3
Supplemental Data and Ratios:
   Net assets, end of period (000s) ...............................   $1,079
   Ratios to Average Net Assets:
     Expenses (including expenses of the
        International Equity Portfolio) ...........................     2.25%4,5
     Expenses in excess of income .................................    (0.50)%4

----------
1 Commencement of operations.
2 Total return excludes the effect of sales charge.
3 Cumulative total return since inception on February 29, 2000.
4 Annualized.
5 Without the waiver of advisory fees and  reimbursement  of expenses  (Note 2),
  the ratio of  expenses  to  average  daily net  assets  would  have been 4.30%
  (including  expenses of the International  Equity Portfolio)  (annualized) for
  the eight months ended October 31, 2000.

SEE NOTES TO FINANCIAL STATEMENTS.

                                                                              25
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                                                                FOR THE PERIOD
                                                                JULY 31, 2000 1
                                                                TO OCTOBER 31,
-------------------------------------------------------------------------------
                                                                     2000

Per Share Operating Performance:
   Net asset value, beginning of period .........................    $14.52
Income from Investment Operations
   Net investment income ........................................        -- 2
   Net realized and unrealized loss on investments ..............     (1.61)
                                                                     ------
Total from investment operations ................................     (1.61)
                                                                     ------
Net asset value, end of period ..................................    $12.91
                                                                     ======
Total return ....................................................    (11.09)%3
Supplemental Data and Ratios:
   Net assets, end of period (000s) .............................     $  89
   Ratios to Average Net Assets:
     Expenses (including expenses of the
        International Equity Portfolio) .........................      1.25%4,5
     Net investment income ......................................      0.09%4

--------------
1 Commencement of operations.
2 Amount represents $0.003.
3 Cumulative total return since inception on July 31, 2000.
4 Annualized.
5 Without the waiver of advisory fees and  reimbursement  of expenses  (Note 2),
the  ratio of  expenses  to  average  daily net  assets  would  have been  4.00%
(including expenses of the International Equity  Portfolio) (annualized) for the
three months ended October 31, 2000.

SEE NOTES TO FINANCIAL STATEMENTS.

26
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Flag  Investors  Series  Funds,   Inc.  (the  "Company"),   is  a  Maryland
Corporation.  The Company began  operations as a Massachusetts business trust on
November  18, 1986,  and  reorganized  as a Maryland  corporation  in 1993.  The
Company is registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. Flag Investors International Equity Fund
("Fund") is currently  the only series fund offered to investors by the Company.
On  February  29,  2000 the Fund  became a feeder  of the  International  Equity
Portfolio (the "Portfolio").  The Portfolio is an open-end management investment
company  registered  under  the  Investment  Company  Act of  1940.  The  Fund's
objective, through its investment in the Portfolio, is to seek long-term capital
appreciation,   primarily  through   investments  in  stocks  and  other  equity
securities of companies in developed countries outside of the United States. The
value of the  investment  in the  Portfolio  reflects  the Fund's  proportionate
interest in the net assets of the  Portfolio.  At October 31,  2000,  the Fund's
investment was less than 1.0% of the Portfolio.

     The  financial   statements  of  the  Portfolio,   including  the  Schedule
of Portfolio Investments,  are contained  elsewhere in this report and should be
read in conjunction with the Fund's financial statements.

     The Fund  consists  of four  share  classes:  Class A Shares,  which  began
operations  November 18, 1986; Class B Shares,  which began operations  February
29,  2000;  Class C Shares,  which  began  operations  February  29,  2000;  and
Institutional  Shares,  which began  operations on July 31, 2000. All classes of
shares have identical rights to earnings, assets, and voting privileges,  except
that each class has its own expenses and exclusive voting rights with respect to
matters affecting it.

     The Class A,  Class B,  Class C and  Institutional  Shares  are  subject to
different  sales charges.  The Class A Shares have a front-end  sales charge and
the Class B and C Shares have a contingent  deferred sales charge.  In addition,
the Class A Shares have a different distribution fee than the Class B and  Class
C Shares. The Institutional Shares have neither a front end sales charge,  nor a
distribution fee, nor a contingent deferred sales charge.

                                                                              27
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 (CONTINUED)

     When preparing the Fund's financial statements, management makes
estimates  and  assumptions  to  comply  with  accounting  principles  generally
accepted  in the  United  States.  These  estimates  affect:  1) the  assets and
liabilities  that we  report  at the date of the  financial  statements;  2) the
contingent  assets and liabilities that we disclose at the date of the financial
statements;  and 3) the revenues and expenses that we report for the period. Our
estimates could be different from the actual results.

     The Fund's significant accounting policies are:

     A. VALUATION OF  SECURITIES  -- Valuation of securities by the Portfolio is
        discussed in Note 1B of the Portfolio's  Notes to Financial  Statements,
        which are included elsewhere in this report.

     B. INVESTMENT  INCOME -- The Fund earns income,  net of expenses,  daily on
        its  investment in the Portfolio.  All of the net investment  income and
        realized and unrealized gains and losses from securities transactions of
        the  Portfolio  are  allocated  pro  rata  among  the  investors  in the
        Portfolio at the time of such  determination.  Net investment  income is
        allocated  daily  to each  class  of  shares  based  upon  its  relative
        proportion of net assets.

     C. DISTRIBUTIONS  -- It is the  Fund's  policy to  declare  and  distribute
        dividends annually to shareholders from net investment income. Dividends
        and  distributions  payable to shareholders  are recorded by the Fund on
        the  ex-dividend  date.  Distributions  of net realized  short-term  and
        long-term capital gains, if any, earned by the Fund are made annually to
        the extent they exceed capital loss carryforwards.

     D. FEDERAL  INCOME  TAXES -- It is the  Fund's  policy to  comply  with the
        requirements  of the  Internal  Revenue  Code  applicable  to  regulated
        investment  companies and  distribute  substantially  all of its taxable
        income to  shareholders.  Therefore,  no federal income tax provision is
        required.

     E. OTHER -- The Company accounts separately for the assets, liabilities and
        operations  of each of its  funds  and  each  of its  classes.  Expenses
        directly  attributable to each fund or class are charged to that fund or
        class,  while  expenses  that are  attributable  to the  Company  or all
        classes within the Fund are allocated  based on its  respective  average
        net assets.

28
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTE 1 (CONCLUDED)

     The following  significant  accounting policies were applicable to the Fund
for the period prior to February 29, 2000.

     A. VALUATION OF SECURITIES -- The Fund valued a portfolio security that was
        primarily traded on a national exchange by using the last price reported
        for the day. When the security was listed on more than one exchange, the
        Fund  used the  last  price  on the  exchange  where  the  security  was
        primarily  traded. If there were no sales or the security was not traded
        on a listed exchange, the Fund valued the security at the last bid price
        in the over-the-counter  market. When a market quotation was not readily
        available,   the  Investment  Advisor  determined  a  fair  value  using
        procedures that the Board of Directors  established  and monitored.  The
        Fund valued short-term obligations with maturities of 60 days or less at
        amortized cost which approximated fair market value.

     B. FOREIGN  CURRENCY  TRANSLATION  -- The  Fund's  books and  records  were
        maintained  in  U.S.  dollars.   Transactions   denominated  in  foreign
        currencies were recorded in the Fund's records at the effective exchange
        rate when earned or incurred.  Asset and  liability  accounts  that were
        denominated in foreign  currencies  were adjusted to reflect the current
        exchange rate. Transaction gains or losses that were a result of changes
        in the exchange rate during the reporting  period or upon  settlement of
        the  foreign  currency   transactions  were  reported  in  realized  and
        unrealized gain or loss on investments for the current period.

              The Fund was  authorized  to enter into forward  foreign  exchange
        contracts as a hedge against either  specific  transactions or portfolio
        positions.  These  contracts were not reflected in the Fund's  financial
        statements.  However,  the net income or loss from these  contracts  was
        recorded from the contract's  inception date. Premiums or discounts were
        amortized over the life of the contracts.

     C. SECURITY TRANSACTIONS, INVESTMENT INCOME, DISTRIBUTIONS AND OTHER -- The
        Fund used the trade date to account for  security  transactions  and the
        specific  identification  cost method for financial reporting and income
        tax  purposes  to  determine  the  gain or loss on  investments  sold or
        redeemed.  Interest  income was recorded on an accrual  basis.  Dividend
        income  and   distributions   to  shareholders   were  recorded  on  the
        ex-dividend date.

                                                                              29
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 -- INVESTMENT ADVISORY FEES, TRANSACTIONS WITH AFFILIATES AND OTHER FEES

     Prior to February 29, 2000,  Investment Company Capital Corp. ("ICCC"),  an
indirect  wholly-owned  subsidiary of Deutsche Bank AG, served as the investment
advisor,  and the Glenmede Trust Company served as sub-advisor,  to the Fund. As
compensation for its advisory  services,  the Fund paid ICCC an annual fee based
on the average net assets of the Fund that was calculated daily and paid monthly
at the annual rate of 0.75%. As compensation for subadvisory services, ICCC paid
Glenmede an annual fee based on the Fund's average daily net assets. The fee was
calculated  monthly and paid quarterly at the annual rate of 0.55%.  On February
29, 2000,  the Fund became a feeder of the  InternationalEquity  Portfolio,  and
subsequently  investment  advisory  fees are now  accounted for at the Portfolio
level.  Subsequent  to February 29, 2000,  Bankers  Trust  Company,  an indirect
wholly-owned  subsidiary of Deutsche Bank AG, became the investment  advisor and
administrator to the Portfolio and ICCC became the Fund's administrator.

     ICCC is  entitled to receive an annual fee,  for  providing  administrative
services to the Fund,  that is  calculated  daily and paid  monthly at an annual
rate of 0.20%.  For the year  ended October 31,  2000,ICCC's  fee was $29,856 of
which $29,856 was payable at October 31, 2000.

     Certain  officers and  directors of the Fund are also officers or directors
of the Fund's prior  investment  advisor and  sub-advisor and the Fund's current
administrator.  These  persons  are not paid by the Fund  for  serving  in these
capacities.

     ICCC provides  accounting services to the Fund for which the Fund pays ICCC
an annual fee that is calculated  daily and paid monthly from the Fund's average
daily net assets. For the year ended October 31, 2000, ICCC's fee was $32,583 of
which $4,763 was payable at October 31, 2000.

     ICCC also provides  transfer  agent services to the Fund for which the Fund
pays ICCC a per-account  fee that is calculated  and paid monthly.  For the year
ended  October 31,  2000,  ICCC's fee was $16,645 of which $2,406 was payable at
October 31, 2000.

     Bankers Trust Company is the Fund's  custodian.  For the year ended October
31, 2000,  Bankers Trust Company's fee was $5,020 of which $1,453 was payable at
October 31, 2000.

     Bankers  Trust  Company and ICCC have  contractually  agreed to limit their
fees and reimburse expenses to the extent necessary so that the Fund's

30
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTE 2 (CONCLUDED)

Total Annual Fund Operating  Expenses,  including expenses of the Portfolio,  do
not  exceed  1.50%  for  Class A Shares  and 2.25% for each of the Class B and C
Shares and 1.25% for the  Institutional  Shares.  This  agreement  will continue
until at least  February 28,  2002,  for Class A, Class B and Class C Shares and
July 31, 2002 for the Institutional Shares, and may be extended.

     ICC  Distributors,  Inc., ("ICC  Distributors"),  a non-affiliated  entity,
provides  distribution  services to the Fund for which it is paid an annual fee,
pursuant  to rule  12b-1,  that is  calculated  daily  and  paid  monthly,  as a
percentage of the Fund's  average  daily net assets,  at an annual rate equal to
0.25% for Class A Shares, and 0.75% for Class B and Class C Shares.  Class B and
Class C  Shares  are also  subject  to a 0.25%  shareholder  servicing  fee.  No
distribution fees are charged to the Institutional Shares.

     The Fund participates along with other Flag Investors Funds in a retirement
plan  for  eligible  Directors.  For  the  year  ended  October  31,  2000,  the
actuarially  computed  pension  expense  allocated to the Fund was $348, and the
accrued liability was $1,100.

NOTE 3 -- CAPITAL SHARE TRANSACTIONS

     The Fund is authorized to issue up to 38 million  shares of $.001 par value
capital  stock (10 million  Class A, 2 million  Class B, 15 million  Class C, 10
million Institutional and 1 million undesignated).

                                                       CLASS A SHARES
                                           ------------------------------------
                                                 FOR THE            FOR THE
                                               YEAR ENDED         YEAR ENDED
                                            OCTOBER 31, 2000   OCTOBER 31, 1999
                                           -----------------   ----------------
   Shares sold ............................      598,681            482,274
   Shares issued to shareholders on
      reinvestment of dividends ...........      118,387              2,257
   Shares redeemed ........................     (285,104)          (542,832)
                                             -----------       ------------
   Net increase (decrease) in
      shares outstanding ..................      431,964            (58,301)
                                             ===========       ============
   Proceeds from sale of shares ...........  $10,308,265        $ 9,655,136
   Value of reinvested dividends ..........    2,098,197             40,630
   Cost of shares redeemed ................   (5,373,802)       (10,706,756)
                                             -----------       ------------
   Net increase (decrease) from capital
      share transactions ..................  $ 7,032,660       $ (1,010,990)
                                             ===========       ============

                                                                              31
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
NOTE 3 (CONTINUED)

                                                              CLASS B SHARES
                                                            --------------------
                                                              FOR THE PERIOD
                                                            FEBRUARY 29, 2000 1
                                                            TO OCTOBER 31, 2000
                                                            --------------------
Shares sold ....................................................         80,221
Shares issued to shareholders on reinvestment of dividends .....             --
Shares redeemed ................................................        (24,797)
                                                                    -----------
Net increase in shares outstanding .............................         55,424
                                                                    ===========
Proceeds from sale of shares ...................................    $ 1,265,055
Value of reinvested dividends ..................................             --
Cost of shares redeemed ........................................       (383,148)
                                                                    -----------
Net increase from capital share transactions ...................    $   881,907
                                                                    ===========

                                                               CLASS C SHARES
                                                             -------------------
                                                               FOR THE PERIOD
                                                             FEBRUARY 29, 2000 1
                                                             TO OCTOBER 31, 2000
                                                             -------------------
Shares sold ....................................................         88,364
Shares issued to shareholders on reinvestment of dividends .....           --
Shares redeemed ................................................         (4,607)
                                                                    -----------
Net increase in shares outstanding .............................         83,757
                                                                    -----------
                                                                    -----------
Proceeds from sale of shares ...................................    $ 1,345,682
Value of reinvested dividends ..................................           --
Cost of shares redeemed ........................................        (67,201)
                                                                    -----------
Net increase from capital share transactions ...................    $ 1,278,481
                                                                    ===========
------------
1 Commencement of Operations.

32
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

NOTE 3 (CONCLUDED)

                                                            INSTITUTIONAL SHARES
                                                            --------------------
                                                               FOR THE PERIOD
                                                               JULY 31, 20001
                                                             TO OCTOBER 31, 2000
                                                            --------------------
   Shares sold ...................................................     6,887
   Shares issued to shareholders on reinvestment of dividends ....        --
   Shares redeemed ...............................................        --
                                                                    --------
   Net increase in shares outstanding ............................     6,887
                                                                    ========
   Proceeds from sale of shares ..................................  $100,000
   Value of reinvested dividends .................................        --
   Cost of shares redeemed .......................................        --
                                                                    --------
   Net increase from capital share transactions ..................  $100,000
                                                                    ========

----------------
1 Commencement of Operations.

NOTE 4 -- FEDERAL INCOME TAX INFORMATION

     The Fund may  periodically  make  reclassifications  among  certain  of its
capital  accounts  as a  result  of  differences  in  the  characterization  and
allocation of certain income and capital gain distributions  determined annually
in  accordance  with  federal tax  regulations  which may differ from  generally
accepted accounting principles.

     These book/tax  differences are either  temporary or permanent in nature.To
the extent  these  differences  are  permanent,  they are charged or credited to
paid-in-capital or accumulated net realized gain, as appropriate,  in the period
that the differences arise.Accordingly,  permanent differences as of October 31,
2000 have been  primarily  attributable  to  partnership  tax  allocations,  net
operating losses, and foreign currency transactions,  and have been reclassified
to the following accounts:

                            UNDISTRIBUTED       ACCUMULATED
                           NET INVESTMENT       NETREALIZED       PAID-IN
FUND                        INCOME (LOSS)      GAINS (LOSSES)      CAPITAL
----                       --------------      --------------   ----------
Flag International Equity     $440,703         $(4,748,048)     $4,307,345

     On October 31, 2000, there was a tax capital loss carryforward available to
offset future  realized  gains, of $1,675,477,  of which  $1,135,441  expires in
2008, and $540,036 which expires in 2001.

NOTE 5 -- INVESTMENTTRANSACTIONS

     Excluding short-term and US Government Obligations, purchases of investment
securities  aggregated  $1,708,549 and sales of investment securities aggregated
$13,342,61 for the period ended February 28, 2000.

                                                                              33
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Flag Investors Series Funds, Inc. and
Shareholders of Flag Investors International Equity Fund

     In our opinion,  the  accompanying  statement of assets and liabilities and
the  related  statements  of  operations  and of  changes  in net assets and the
financial  highlights  present fairly, in all material  respects,  the financial
position of Flag  Investors  International  Equity  Fund (one of the  portfolios
comprising  Flag  Investors  Series Funds,  Inc.,  hereafter  referred to as the
"Fund") at October 31, 2000, and the results of its  operations,  the changes in
its net  assets  and the  financial  highlights  for the  year  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial  statements") are the  responsibility of the Fund's management;
our responsibility is to express an opinion on these financial  statements based
on our audit. We conducted our audit of these financial statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audit,  which  included
confirmation  of  securities  at October  31,  2000 by  correspondence  with the
transfer agent,  provides a reasonable  basis for our opinion.  The statement of
changes in net  assets  for the year  endedOctober  31,  1999 and the  financial
highlights for each of the four years in the period ended October 31, 1999, were
audited by other  independent  accountants  whose report dated December 3, 1999,
expressed an unqualified opinion on those statements.

PRICEWATERHOUSECOOPERS LLP
Baltimore,Maryland
December 20, 2000

34
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
TAX INFORMATION (UNAUDITED)
FOR THE TAX YEAR ENDED OCTOBER 31, 2000

     The  amounts  may differ from those  elsewhere  in this  report  because of
differences between tax and financial reporting requirements.

     During the year ended  October  31,  2000,  the Fund  received  income from
foreign  sources in the amount of $227,008 or $0.183 per share.The Fund has paid
foreign  taxes in the amount of $22,887 or $0.019 per share.  Such  amounts  are
eligible  for the  foreign  tax  credit.  You should  consult  your tax  advisor
relating to the appropriate treatment of foreign taxes paid.

                                                                              35
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
SHAREHOLDER MEETING (UNAUDITED)

     A Special  Meeting  of  Shareholders  of the Flag  Investors  International
Equity Fund,  Inc.  (the  "Special  Meeting")  was held on February 16, 2000, at
which time shareholders voted to elect the Board of Directors. Shareholders also
voted to approve the  reorganization of the Fund's structure with  modifications
to the Fund's investment objective and certain fundamental investment policies.

     The  results  of the  shareholder  voting  at the  Special  Meeting  are as
follows:

                                                                      Withheld/
  Proposal                                      For        Against     Abstain
--------------------------------------------------------------------------------
  Elect Truman T. Semans                      390,262       2,058
--------------------------------------------------------------------------------
  Elect Richard A. Burt                       391,009       1,311
--------------------------------------------------------------------------------
  Elect Richard T. Hale                       391,009       1,311
--------------------------------------------------------------------------------
  Elect Joseph R. Hardiman                    391,009       1,311
--------------------------------------------------------------------------------
  Elect Louis E. Levy                         390,262       2,058
--------------------------------------------------------------------------------
  Elect Eugene J. McDonald                    389,590       2,730
--------------------------------------------------------------------------------
  Elect Rebecca W. Rimel                      390,262       2,058
--------------------------------------------------------------------------------
  Elect Robert H. Wadsworth                   391,009       1,311
--------------------------------------------------------------------------------
  Approve reorganization of the
     Fund's structure with
     modifications to the Fund's
     investment objective and certain
     fundamental investment policies.         384,095       5,890       2,335
--------------------------------------------------------------------------------

36
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                               October 31, 2000

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
INVESTMENTS IN UNAFFILIATED ISSUERS
COMMON STOCKS -- 95.24%
AUSTRALIA -- 2.02%
   848,383  Brambles Industries Ltd.
              (Industrials) .............$  21,988,386
   771,972  News Corporation Ltd. ADR
              (Consumer Discretionary) ..   28,952,162
 4,355,240  Qantas Airways Ltd.2
              (Industrials) .............    8,756,090
                                         -------------
                                            59,696,638
                                         -------------
BRAZIL -- 0.94%
   601,720  Petroleo Brasileiro SA ADR 1
              (Energy) ..................   17,487,487
   469,808  Tele Norte Leste Participacoes
              ADR (Telecommunication
              Services) .................   10,394,502
                                         -------------
                                            27,881,989
                                         -------------
CANADA -- 5.82%
 2,001,268  Bombardier Inc. "B"
              (Industrials) .............   31,383,734
   173,900  C-Mac Industries Inc.1
              (Information Technology) ..    9,651,450
   284,100  Canada Life Financial Corp.
              (Financials) ..............    6,622,395
   383,679  Celestica Inc.1 (Information
              Technology) ...............   27,333,218
   684,025  Manulife Financial Corp.
              (Financials) ..............   17,736,218
   704,859  Nortel Networks Corp.
              (Information Technology) ..   31,891,441
   235,900  Seagram Co. Ltd.
              (Consumer Discretionary) ..   13,475,787
 1,658,251  Sun Life Financial Services 1
              (Financials) ..............   34,202,249
                                         -------------
                                           172,296,492
                                         -------------
CHINA -- 0.79%
   427,046  China Unicom ADR 1
              (Telecommunication
              Services) .................    8,754,443
69,759,700  PetroChina Co. Ltd., H
              (Energy) ..................   14,669,600
                                         -------------
                                            23,424,043
                                         -------------
FINLAND -- 0.62%
   429,904  Nokia OYJ ADR
              (Information Technology) ..   18,378,396
                                         -------------
                                                                              37
<PAGE>>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)                   October 31, 2000

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
COMMON STOCKS (continued)

FRANCE -- 13.70%
   397,207  Alcatel 2 (Information
              Technology) ............... $ 24,566,873
    71,160  Altran Technologies SA
              (Information Technology) ..   14,530,707
   863,331  Aventis SA (Health Care) ....   62,202,847
   320,601  AXA 2 (Financials) ..........   42,393,910
   446,280  Banque Nationale de Paris
              (Financials) ..............   38,433,960
   295,005  Business Objects SA ADR 1
              (Information Technology) ..   23,245,472
   331,930  Christian Dior
              (Consumer Discretionary) ..   16,853,392
   140,300  France Telecom SA
              (Telecommunications
              Services) .................   14,651,510
   606,630  Societe Generale -- A
              (Financials) ..............   34,400,441
   339,758  STMicroelectronics NV
              (Information Technology) ..   17,646,181
   231,162  Suez Lyonnaise des Eaux
              (Utilities) ...............   35,230,608
   452,598  Total Fina Elf (Energy) .....   64,682,114
   233,425  Vivendi SA (Utilities) ......   16,758,872
                                         -------------
                                           405,596,887
                                         -------------
GERMANY -- 5.61%
    96,300  Comverse Technology Inc.1
              (Information Technology) ..   10,761,525
   845,018  Deutsche Lufthansa
              (Industrials) .............   16,689,214
   623,230  Dresdner Bank AG
              (Financials) ..............   25,859,198
   911,140  E.ON AG (Utilities) .........   46,262,164
   217,390  Epcos AG 1 (Information
              Technology) ...............   16,492,124
   386,940  Intershop Communications AG 1,2
              (Information Technology) ..   16,727,376
    51,963  Muenchener Rueckversicherungs-
              Gesellschaft AG
              (Financials) ..............   16,385,178
     5,027  Porsche AG Pfd.
              (Consumer Discretionary) ..   16,831,390
                                         -------------
                                           166,008,169
                                         -------------
38
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
COMMON STOCKS (continued)

HONG KONG -- 2.88%
 4,778,200  China Telecom Ltd.1
              (Telecommunication
              Services) .................   30,787,201
 1,882,800  HSBC Holdings PLC 2
              (Financials) ..............   26,194,116
 1,947,330  Hutchison Whampoa
              (Financials) ..............   24,157,965
 2,869,500  MTR Corp.1 (Industrials) ....    4,249,698
                                         -------------
                                            85,388,980
                                         -------------
HUNGARY -- 0.29%
   185,280  OTP Bank Rt (Financials) ....$   8,583,428
                                         -------------
INDIA -- 0.00%
        50  Niit Ltd. (Information
              Technology) ...............        1,683
                                         -------------
IRELAND -- 4.68%
 5,855,616  Bank of Ireland
              (Financials) ..............   45,068,431
 2,376,131  CRH PLC (Materials) .........   36,012,386
 1,106,790  Elan Corp. PLC ADR 1,2
              (Health Care) .............   57,483,906
                                         -------------
                                           138,564,723
                                         -------------
ITALY -- 8.69%
   769,100  Assicurazioni Generali
              (Financials) ..............   25,262,046
 2,280,170  Banca Intesa SPA
              (Financials) ..............    9,451,268
 9,306,744  ENI SPA (Energy) ............   50,330,640
 3,230,849  Riunione Adriatica di
              Sicurta SPA
              (Financials) ..............   42,366,343
 2,001,370  Saipem (Energy) .............   10,416,211
 1,879,600  San Paolo -- IMI SPA 1
              (Financials) ..............   30,430,761
 3,803,609  Telecom Italia SPA
              (Telecommunication
              Services) .................   44,009,104
 8,864,634  Unicredito Italiano SPA 2
              (Financials) ..............   45,084,376
                                         -------------
                                           257,350,749
                                         -------------
                                                                              39
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)                   October 31, 2000

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
COMMON STOCKS (continued)

JAPAN -- 9.53%
   303,500  Fanuc Ltd. (Industrials) ....   27,240,602
 1,514,000  Fujitsu Ltd.2 (Information
              Technology) ...............   26,955,914
     1,623  Nippon Telegraph & Telephone
              Corp. (Telecommunication
              Services) .................   14,760,453
 1,506,000  Nissan Motor Co. Ltd.1
              (Consumer Discretionary) ..   10,330,913
   818,000  Pioneer Corp.2
              (Consumer Discretionary) ..   25,322,229
   102,644  Rohm Company Industries
              (Information Technology) ..   25,861,641
   161,600  Sony Corp.2
              (Consumer Discretionary) ..   12,905,944
   985,900  Takeda Chemical Industries Ltd.
              (Health Care) .............   64,922,268
 1,379,000  The Furukawa Electric Co. Ltd.2
              (Industrials) .............   36,247,503
 5,293,000  Toshiba Corporation
              (Information Technology) ..   37,811,893
                                         -------------
                                           282,359,360
                                         -------------
NETHERLANDS -- 11.48%
 1,533,997  ABN Amro Holdings NV 2
              (Financials) ..............$  35,497,777
 1,969,748  Buhrmann NV (Industrials) ...   53,762,635
   911,610  Fortis (NL) NV (Financials) .   27,817,980
   677,070  Hagemeyer NV (Consumer
              Discretionary) ............   15,983,533
 1,117,640  ING Groep NV (Financials) ...   76,660,530
 1,911,835  Koninklijke Ahold NV 2
              (Consumer Staples) ........   55,471,679
   472,554  Koninklijke Numico NV 2
              (Consumer Staples) ........   22,070,748
 1,343,587  Phillips Electronics NV 2
              (Consumer Discretionary) ..   52,741,755
                                         -------------
                                           340,006,637
                                         -------------
NORWAY -- 0.18%
   393,860  Petroleum Geo-Services ASA 1,2
              (Energy) ..................    5,420,761
                                         -------------
40
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
COMMON STOCKS (continued)

POLAND -- 0.44%
   276,168  Bank Pekao 144a 3
              (Financials) ..............    2,782,393
 2,058,291  Telekomunikacja Polska SA GDR
              Rule 144A 3 (Telecommunication
              Services) .................   10,239,998
                                         -------------
                                            13,022,391
                                         -------------
SINGAPORE -- 0.57%
 1,426,000  DBS Group Holdings Ltd.
              (Financials) ..............   16,815,109
                                         -------------
SOUTH KOREA -- 0.64%
   282,600  Korea Electric Power Corp.
              (Utilities) ...............    6,310,580
   345,972  Korea Telecom Corp ADR 1
              (Telecommunication
              Services) .................   12,757,718
                                         -------------
                                            19,068,298
                                         -------------
SPAIN -- 4.36%
 2,191,194  Altadis SA 2 (Consumer
              Staples) ...................  32,782,309
 2,546,696  Banco Bilbao Vizcaya Argenta
              (Financials) ...............  33,891,498
 1,195,950  Banco Popular Espanol
              (Financials) ...............  35,734,372
 1,398,013  Telefonica SA 1
              (Telecommunication
              Services) ..................  26,627,371
                                         -------------
                                           129,035,550
                                         -------------
SWITZERLAND -- 3.49%
    17,946  Nestle SA (Consumer
              Staples) ..................$  37,177,803
     3,152  Roche Holding AG --
              Genusscheine
              (Health Care) .............   28,783,867
     6,292  Schweizerische
              Ruckversicherungs-
              Gesellschaft (Financials) .   12,404,942
     9,621  Serono SA 2 (Health Care) ...    8,652,070
    33,629  Zurich Financial Services Group
              (Financials) ..............   16,271,328
                                         -------------
                                           103,290,010
                                         -------------
                                                                              41
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)                   October 31, 2000

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
COMMON STOCKS (continued)

TAIWAN -- 0.31%
 5,178,600  United Microelectronics Corp.
              (Information Technology) ..    9,121,792
                                         -------------
TURKEY -- 0.22%
75,792,021  Yapi Ve Kredi Bankasi
              (Financials) ..............    6,548,994
                                         -------------
UNITED KINGDOM -- 17.98%
 7,151,617  BAE Systems PLC
              (Industrials) .............   40,812,540
 1,627,960  Barclays PLC (Financials) ...   46,570,058
   466,136  BP Amoco PLC ADR (Energy) ...   23,743,803
 1,310,520  British Telecommunications PLC
              (Telecommunications
              Services) .................   15,395,330
 1,383,770  Celltech Group PLC 1
              (Healthcare) ..............   27,689,171
 1,339,190  Energis PLC
              (Telecommunications
              Services) .................   11,424,755
 1,471,620  Glaxo Wellcome PLC
              (Health Care) .............   42,332,799
 1,029,520  Logica PLC (Information
              Technology) ...............   30,198,334
 4,256,560  Reckitt Benckiser PLC (Consumer
              Staples) ..................   56,092,167
 2,764,621  Royal Bank of Scotland 1
              (Financials) ..............    3,271,825
 2,813,691  Royal Bank of Scotland Group PLC
              (Financials) ..............   63,288,477
 7,964,355  Shell Transport & Trading Co. PLC
              (Energy) ..................   64,186,016
25,741,535  Vodafone Group PLC
              (Telecommunications
              Services) .................  107,372,064
                                         -------------
                                           532,377,339
                                         -------------
TOTAL COMMON STOCKS
   (Cost $2,629,124,487) ................2,820,238,418
                                         -------------
42
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
OPTION -- 0.42%
133,000,000  Euro FX Nov 00.86
              (Strike Price of
              .86 and Expiration
              11/27/00) .................$   3,305,981
 66,022,587  Japan Bank Index Option
              (Strike Price of 74.1477 and
              Expiration 3/9/01) ........    3,021,194
 66,022,587  Japan Bank Index Option
              (Strike Price of 78.0649 and
              Expiration 3/9/01) ........    3,182,289
    665,081  Nikkei 225 Index (Options on
              Nikkei Exchange with Strike
              Price of 153.39 and
              Expiration 12/8/00) .......      142,992
    763,906  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              154.2354 and Expiration
              12/8/00) ..................       98,162
    462,714  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              155.9718 and Expiration
              12/8/00) ..................       40,719
    620,685  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              156.9378 and Expiration
              12/8/00) ..................       44,131
    679,309  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              174.1110 and Expiration
              12/8/00) ..................          679
      7,774  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              177.034 and Expiration
              12/8/00) ..................       10,054
    725,546  Nikkei 225 Index (Options on Nikkei
              Exchange with Strike Price of
              147.5900 and Expiration
              3/8/01) ...................    2,540,937
                                         -------------
TOTAL OPTION
   (Cost $39,443,304) ...................   12,387,138
                                         -------------
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS
   (Cost $2,668,567,791) ................2,832,625,556
                                         -------------
                                                                              43
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS (CONCLUDED)                   October 31, 2000

    SHARES           SECURITY                    VALUE
--------------------------------------------------------------------------------
INVESTMENTS IN AFFILIATED
INVESTMENT COMPANIES
SHORT-TERM INSTRUMENTS -- 6.87%
MUTUAL FUNDS -- 6.87%
203,485,701 Cash Management
              Institutional ............$  203,485,701
                                        --------------
TOTAL SHORT-TERM INSTRUMENTS
   (Cost $203,485,701) .................   203,485,701
                                        --------------
TOTAL INVESTMENTS
   (Cost $2,872,053,492) .......102.53%  3,036,111,257

LIABILITIES IN EXCESS
  OF OTHER ASSETS .............. (2.53)    (74,791,610)
                                ------  --------------
NET ASSETS .....................100.00% $2,961,319,647
                                ======  ==============

----------
1 Non-income producing security.
2 Securities on loan.
3 This  security  may be  resold  in  transactions  exempt  from  registrations,
  normally to qualified institutional buyers.

Abbreviations
ADR -- American Depository Receipt
GDR -- Global Depository Receipt

SEE NOTES TO FINANCIAL STATEMENTS
44
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
INDUSTRY DIVERSIFICATION                                        OCTOBER 31, 2000
                                            (AS A PERCENT OF
                                           TOTAL INVESTMENTS
                                            IN THE PORTFOLIO)
                                          -------------------
Financials ...................................  30.15%
Information Technology .......................  12.10
Telecommunications Services ..................  10.89
Health Care ..................................  10.36
Energy .......................................   8.90
Industrials ..................................   8.55
Consumer Staples .............................   7.22
Consumer Discretionary .......................   6.85
Utilities ....................................   3.70
Materials ....................................   1.28
                                               ------
                                               100.00%
                                               ======

SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              45

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                                                                  OCTOBER 31,
-----------------------------------------------------------------------------------------------
                                                                                     2000
<S>                                                                              <C>
Assets
   Investments in unaffiliated issuers, at value (cost $2,668,567,791) ........  $2,832,625,556
   Investments in affiliated investment companies, at value (cost $203,485,701)     203,485,701
                                                                                 --------------
Total investments, at value ...................................................   3,036,111,257
   Cash 1 .....................................................................      26,626,119
   Receivable for securities sold .............................................      62,954,505
   Collateral under securities lending agreements .............................     111,939,340
   Unrealized appreciation on forward foreign currency contracts ..............       5,325,983
   Dividends and interest receivable ..........................................       2,180,936
   Receivable for foreign taxes withheld ......................................       4,439,306
   Receivable for shares of beneficial interest subscribed ....................      11,185,345
   Prepaid expenses and other .................................................          61,999
                                                                                 --------------
Total assets ..................................................................   3,260,824,790
                                                                                 --------------
Liabilities
   Payable for options sold (cost $1,323,350) .................................       1,652,991
   Payable for securities purchased ...........................................     179,104,308
   Payable for collateral under securities lending agreements .................     111,939,340
   Unrealized depreciation on forward foreign currency contracts ..............       5,096,089
   Payable for shares of beneficial interest redeemed .........................           4,228
   Due to Bankers Trust .......................................................       1,690,751
   Accrued expenses and other .................................................          17,436
                                                                                 --------------
Total liabilities .............................................................     299,505,143
                                                                                 --------------
Net assets ....................................................................  $2,961,319,647
                                                                                 ==============
Composition of Net Assets
   Paid-in capital ............................................................  $2,798,983,614
   Net unrealized appreciation on investments and foreign currencies ..........     162,336,033
                                                                                 --------------
Net Assets ....................................................................  $2,961,319,647
                                                                                 ==============
<FN>
-------
1 Includes foreign cash of $25,078,895 with a cost of $25,167,979.
</FN>
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
46

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
-------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   FOR THE
                                                                                  YEAR ENDED
                                                                                  OCTOBER 31,
-----------------------------------------------------------------------------------------------
                                                                                     2000
<S>                                                                               <C>
Investment Income
   Dividends (net of foreign withholding tax of $4,159,803) ....................  $  49,346,482
   Interest ....................................................................        557,607
   Securities lending income ...................................................      1,864,852
                                                                                  -------------
Total investment income ........................................................     51,768,941
                                                                                  -------------
Expenses
   Advisory fees ...............................................................     23,413,787
   Administration and services fees ............................................      5,427,579
   Professional fees ...........................................................         82,222
   Trustees fees ...............................................................          5,375
   Printing and shareholder reports ............................................            823
   Miscellaneous ...............................................................         71,317
                                                                                  -------------
Total expenses .................................................................     29,001,103
Less: fee waivers or expense reimbursements ....................................     (3,779,381)
                                                                                  -------------
Net expenses ...................................................................     25,221,722
                                                                                  -------------
Net investment income ..........................................................     26,547,219
                                                                                  -------------
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency
   Transactions
   Net realized gain (loss) from:
     Investment transactions ...................................................    422,025,517
     Option transactions .......................................................    (14,932,190)
     Foreign futures transactions ..............................................    (28,337,693)
     Foreign currency transactions .............................................     (4,969,209)
     Forward foreign currency transactions .....................................     26,331,329
   Net change in unrealized appreciation/depreciation on
     investments and foreign currencies ........................................   (327,798,168)
                                                                                  -------------
Net realized and unrealized gain on investments and foreign currencies .........     72,319,586
                                                                                  -------------
Net increase in net assets from operations .....................................  $  98,866,805
                                                                                  =============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              47

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                   FOR THE       FOR THE PERIOD       FOR THE
                                                  YEAR ENDED    OCTOBER 1, 1999     YEAR ENDED
                                                 OCTOBER 31,     TO OCTOBER 31,    SEPTEMBER 30,
------------------------------------------------------------------------------------------------
                                                     2000             1999 1             1999
<S>                                          <C>               <C>               <C>
Increase (Decrease) in Net Assets from:
Operations
   Net investment (expenses in excess of)
     income ...............................  $    26,547,219   $      (323,887)  $    26,238,345
   Net realized gain (loss) from investment
     and foreign currency transactions ....      400,117,754        (9,960,988)        4,300,697
   Net change in unrealized appreciation/
     depreciation on investments and
     foreign currencies ...................     (327,798,168)      146,111,035       345,753,008
                                             ---------------   ---------------   ---------------
Net increase in net assets from operations        98,866,805       135,826,160       376,292,050
                                             ---------------   ---------------   ---------------
Capital Transactions
   Proceeds from capital invested .........    6,227,652,526       340,860,574     3,135,914,534
   Value of capital withdrawn .............   (6,382,560,518)     (357,182,232)   (2,446,602,079)
                                             ---------------   ---------------   ---------------
Net increase (decrease) in net assets from
   capital transactions ...................     (154,907,992)      (16,321,658)      689,312,455
                                             ---------------   ---------------   ---------------
Total increase (decrease) in net assets ...      (56,041,187)      119,504,502     1,065,604,505
Net Assets
   Beginning of period ....................    3,017,360,834     2,897,856,332     1,832,251,827
                                             ---------------   ---------------   ---------------
   End of period ..........................  $ 2,961,319,647   $ 3,017,360,834   $ 2,897,856,332
                                             ===============   ===============   ===============
<FN>
-----------
1 On September 8, 1999, the Board of Trustees  approved the change of the fiscal
  year end from September 30 to October 31.
</FN>
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
48

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<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                          FOR THE         FOR THE
                                             YEAR          PERIOD
                                            ENDED    OCT. 1, 1999                 FOR THE YEARS ENDED SEPTEMBER 30,
                                         OCT. 31,     TO OCT. 31,       -------------------------------------------
                                             2000          1999 2         1999          1998        1997       1996
<S>                                     <C>            <C>          <C>           <C>           <C>        <C>
Supplemental Data and Ratios:
   Net assets, end of period
     (000s omitted) ................... $2,961,320     $3,017,361   $2,897,856    $1,832,252    $572,405   $164,813
   Ratios to average net assets:
     Net investment (expenses
        in excess of) income ..........       0.74%         (0.13)%1      1.00%         1.52%       1.35%      1.76%
     Expenses after waivers ...........       0.70%          0.70%1       0.70%         0.66%       0.65%      0.65%
     Expenses before waivers ..........       0.80%          0.83%1       0.80%         0.81%       0.82%      0.85%
   Portfolio turnover rate ............        140%             5%         106%           65%         63%        68%
<FN>
---------
1 Annualized.
2 On September 8, 1999, the Board of Trustees  approved the change of the fiscal
  year end from September 30 to October 31.
</FN>
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
50-51

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     A. ORGANIZATION -- The International  Equity Portfolio (the "Portfolio") is
        registered  under the  Investment  Company Act of 1940 (the  "Act"),  as
        amended, as an open-end management investment company. The Portfolio was
        organized  as an  unincorporated  trust  under  the laws of New York and
        began operations on August 4, 1992. The Declaration of Trust permits the
        Board of Trustees (the "Trustees") to issue beneficial  interests in the
        Portfolio.

     B. VALUATION OF SECURITIES -- The Portfolio's  investments listed or traded
        on National Stock  Exchanges or other domestic or foreign  exchanges are
        valued  based on the  closing  price of the  securities  traded  on that
        exchange  prior  to the time  when  the  Portfolio  assets  are  valued.
        Short-term debt securities are valued at market value until such time as
        they reach a remaining maturity of 60 days, whereupon they are valued at
        amortized  cost using their value on the 61st day. All other  securities
        and other  assets are valued at their fair value as  determined  in good
        faith under procedures  established by and under the general supervision
        of the Trustees.

     C. SECURITIES  TRANSACTIONS AND INTEREST INCOME -- Securities  transactions
        are accounted for on a trade date basis.  Dividend income,  less foreign
        taxes  withheld,  if any, is recorded  on the  ex-dividend  date or upon
        receipt  of  ex-dividend  notification  in the case of  certain  foreign
        securities.  Interest  income  is  recorded  on the  accrual  basis  and
        includes   amortization   of  premium  and   accretion  of  discount  on
        investments.  Expenses  are  recorded as  incurred.  Realized  gains and
        losses from securities  transactions are recorded on the identified cost
        basis.

              All of the net investment income and realized and unrealized gains
        and losses from the securities and foreign currency  transactions of the
        Portfolio are allocated pro rata among the investors in the Portfolio at
        the time of such determination.

     D. FOREIGN CURRENCY  TRANSACTIONS -- The books and records of the Portfolio
        are  maintained  in US  dollars.  All assets and  liabilities  initially
        expressed  in  foreign  currencies  are  converted  into US  dollars  at
        prevailing exchange rates. Purchases and sales of investment securities,
        dividend and interest income and certain  expenses are translated at the
        rates  of  exchange   prevailing  on  the   respective   dates  of  such
        transactions.
52
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
NOTE 1 (CONTINUED)

     E. FORWARD  FOREIGN  CURRENCY  CONTRACTS  -- The  Portfolio  may enter into
        forward foreign currency  contracts for the purpose of settling specific
        purchases or sales of securities  denominated  in a foreign  currency or
        with respect to the Portfolio's investments.  The net US dollar value of
        foreign  currencies  underlying all contractual  commitments held by the
        Portfolio and the resulting unrealized  appreciation or depreciation are
        determined  using  prevailing  exchange  rates.  With respect to forward
        foreign currency  contracts,  losses in excess of amounts  recognized in
        the Statement of Assets and  Liabilities may arise due to changes in the
        value of the foreign  currencies or if the counterparty does not perform
        under the contract.

     F. OPTION  CONTRACTS  -- Upon the purchase of a put option or a call option
        by the  Portfolio,  the premium  paid is recorded as an  investment  and
        marked-to-market  daily to reflect  the  current  market  value.  When a
        purchased  option  expires,  the  Portfolio  will  realize a loss in the
        amount  of the cost of the  option.  When the  Portfolio  enters  into a
        closing  sale  transaction,  the  Portfolio  will realize a gain or loss
        depending on whether the sale proceeds from the closing sale transaction
        are  greater  or less than the cost of the  option.  When the  Portfolio
        exercises a put option,  it realizes a gain or loss from the sale of the
        underlying security and the proceeds from such sale will be decreased by
        the premium originally paid. When the Portfolio exercises a call option,
        the cost of the security  which the  Portfolio  purchases  upon exercise
        will be increased by the premium originally paid.

     G. FUTURES  CONTRACTS -- The  Portfolio  may enter into  financial  futures
        contracts,  which are contracts to buy a standard quantity of securities
        at a specified  price on a future  date.  The  Portfolio  is required to
        deposit  either  in cash or  securities  an  amount  equal to a  certain
        percentage of the contract amount. Variation margin payments are made or
        received by the Portfolio each day,  depending on the daily fluctuations
        in  the  value  of the  underlying  securities,  and  are  recorded  for
        financial  statement  purposes  as  unrealized  gains or  losses  by the
        Portfolio.

              Futures  contracts are valued at the settlement price  established
        each day by the board of trade or exchange on which they are traded.

                                                                              53
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 (CONCLUDED)

     H. FEDERAL INCOME TAXES -- The Portfolio is considered a Partnership  under
        the Internal Revenue Code. Therefore, no federal income tax provision is
        necessary.

     I. SECURITY  LOANS -- The Portfolio  receives  compensation  in the form of
        fees or it retains a portion of interest on the  investment  of any cash
        received as collateral. The Portfolio also continues to receive interest
        or  dividends  on the  securities  loaned.  The  loans  are  secured  by
        collateral  at least  equal,  at all  times,  to the  fair  value of the
        securities loaned plus accrued interest.  Gain or loss in the fair value
        of the securities loaned that may occur during the term of the loan will
        be for the account of the Portfolio.

     J. ESTIMATES -- The preparation of financial  statements in conformity with
        accounting  principles  generally accepted in the United States requires
        management to make  estimates and  assumptions  that affect the reported
        amounts in the financial  statements.  Actual  results could differ from
        those estimates.

NOTE 2 -- FEES AND TRANSACTIONS WITH AFFILIATES

     The Portfolio  has entered into an  Administration  and Services  Agreement
with  Bankers  Trust  Company  ("Bankers  Trust"),   an  indirect  wholly  owned
subsidiary of Deutsche  Bank AG. Under this  agreement,  Bankers Trust  provides
administrative  and  custody  services  to the  Portfolio.  These  services  are
provided in return for a fee  computed  daily and paid monthly at an annual rate
of 0.15% of the Portfolio's average daily net assets.

     The Portfolio has entered into an Advisory  Agreement  with Bankers  Trust.
Under this agreement,  the Portfolio pays Bankers Trust a fee computed daily and
paid  monthly at an annual rate of 0.65% of the  Portfolio's  average  daily net
assets.

     Bankers  Trust has  contractually  agreed  to waive its fees and  reimburse
expenses of the Portfolio,  through February 28, 2002, to the extent  necessary,
to limit all expenses to 0.70% of the average daily net assets of the Portfolio.

54
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

NOTE 2 (CONCLUDED)

     The  Portfolio  may  invest  in  Cash   Management   Institutional   ("Cash
Management"),  an  open-end  management  investment  company  managed by Bankers
Trust.  Cash Management is offered as a cash management  option to the Portfolio
and other accounts managed by Bankers Trust.  Distributions from Cash Management
to the Portfolio for the year ended October 31, 2000, amounted to $8,717,662 and
are included in dividend income.

     At October 31, 2000, the Portfolio was a participant  with other affiliated
entities in a revolving  credit  facility in the amount of  $200,000,000,  which
expires  April 27,  2001. A  commitment  fee on the average  daily amount of the
available  commitment is payable on a quarterly basis and apportioned  among all
participants  based on net assets. No amounts were drawn down or outstanding for
this Portfolio under the credit facility for the year ended October 31, 2000.

     The  Portfolio  may  use  cash  collateral  from  its  securities   lending
transactions,  described in Note 1.I. to purchase  shares of an affiliated  fund
and may pay fees generated from those transactions to Bankers Trust.

     For the year  ended  October  31,  2000,  affiliates  of  Deutsche  Bank AG
received  $80,614 in  brokerage  commissions  from the  Portfolio as a result of
executing agency transactions in portfolio securities.

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES

     The aggregate  cost of purchases  and proceeds  from sales of  investments,
other than  short-term  obligations,  for the year ended October 31, 2000,  were
$4,715,457,241 and $4,888,426,453, respectively.

     For  Federal  income tax  purposes,  the tax basis of  investments  held at
October  31,  2000,  was   $2,886,184,610.   The  aggregate   gross   unrealized
appreciation  for all investments at October 31, 2000, was  $268,397,859 and the
aggregate gross unrealized depreciation for all investments was $118,800,853.

                                                                              55
<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

NOTE 4 -- OPEN FORWARD FOREIGN CURRENCY CONTRACTS

     On October 31, 2000 the Portfolio had the  following  open forward  foreign
currency contracts outstanding:

<TABLE>
<CAPTION>
                                                                                                    NET UNREALIZED
                                                                                                     APPRECIATION/
                                                                                       CONTRACT       DEPRECIATION
CONTRACTS TO DELIVER                  IN EXCHANGE FOR      SETTLEMENT DATE          VALUE (US$)              (US$)
---------------------------------------------------------------------------------------------------------------------
SALES

---------------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>           <C>               <C>                <C>                  <C>
British Pound       3,580,000    US Dollar    $ 5,196,800       11/2/00            $ 5,198,522          $   (1,722)
Hong Kong Dollar    6,700,000    US Dollar        859,018       11/1/00                859,102                 (83)
Hong Kong Dollar    6,781,000    US Dollar        869,448       11/2/00                869,488                 (40)
Japanese Yen    7,316,741,250    US Dollar     68,250,000      11/16/00             67,011,544           1,238,456
Japanese Yen   14,830,042,500    US Dollar    138,469,118      11/16/00            135,823,314           2,645,804
---------------------------------------------------------------------------------------------------------------------
                                                                                   Total Sales          $3,882,415
---------------------------------------------------------------------------------------------------------------------
PURCHASES
---------------------------------------------------------------------------------------------------------------------
Swiss Franc        38,822,000    US Dollar   $ 21,480,662       11/1/00           $ 21,590,748         $   110,086
Swiss Franc        12,901,000    US Dollar      7,171,206       11/2/00              7,174,855               3,649
Swiss Franc       113,738,625    US Dollar     65,000,000      11/16/00             63,255,422          (1,744,578)
Swiss Franc       113,723,350    US Dollar     65,000,000      11/16/00             63,246,927          (1,753,073)
Swiss Franc       114,236,850    US Dollar     65,000,000      11/16/00             63,532,508          (1,467,492)
Swiss Franc       116,678,900    US Dollar     65,000,000      11/16/00             64,890,648            (109,352)
Euro                3,000,000    US Dollar      2,529,600       11/1/00              2,542,935              13,335
Euro               25,000,000    US Dollar     21,190,000       11/2/00             21,191,125               1,125
Euro               77,325,581    US Dollar     64,276,889      11/29/00             65,544,642           1,267,753
British Pound       2,100,000    US Dollar      3,010,140       11/1/00              3,049,412              39,272
British Pound       8,060,000    US Dollar     11,716,016       11/3/00             11,703,934             (12,082)
BritishPound        9,620,000    US Dollar     13,962,709       11/6/00             13,969,212               6,503
Japanese Yen      357,347,000    US Dollar      3,280,218       11/1/00              3,272,820              (7,399)
Japanese Yen       68,997,000    US Dollar        632,188       11/2/00                631,920                (268)
---------------------------------------------------------------------------------------------------------------------
                                                                               Total Purchases         $(3,652,521)
---------------------------------------------------------------------------------------------------------------------
                                                                 Total Unrealized Appreciation         $   229,894
---------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 5 -- CALL AND PUT OPTIONS

     Call and Put  Options  written  and related  premiums  received  during the
period were as follows:

<TABLE>
<CAPTION>
                                                           CALLS -- ACTUAL                         PUTS -- ACTUAL
-----------------------------------------------------------------------------------------------------------------
                                           CONTRACTS              PREMIUMS           CONTRACTS           PREMIUMS
-----------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                   <C>               <C>
Options outstanding, October 31, 1999          8,643             7,766,496                  --                 --
Options written                            5,116,964            65,675,821           1,878,372         13,155,196
Options closed                              (581,977)          (11,886,877)           (644,972)        (6,492,491)
Options expired                             (416,969)          (21,962,366)           (413,800)          (359,775)
Options exercised                            (69,600)             (675,120)           (620,100)        (4,454,230)
-------------------------------------------------------------------------------------------------------------------
Options outstanding, October 31, 2000      4,057,061            38,917,954             199,500          1,848,700
-------------------------------------------------------------------------------------------------------------------
</TABLE>

56

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

NOTE 6 -- LENDING OF PORTFOLIO SECURITIES

     The  Portfolio has the ability to lend its  securities to brokers,  dealers
and  other   financial   organizations.   Loans  of  portfolio   securities  are
collateralized by cash and/or  government  securities that are maintained at all
times in an amount  equal to 102% and 105% of the  current  market  value of the
loaned securities for domestic and international securities, respectively.

     At October 31, 2000

        MARKET VALUE     MARKET VALUE    % OF PORTFOLIO
OF LOANED SECURITIES    OF COLLATERAL           ON LOAN
--------------------    -------------    --------------
        $106,043,552     $111,939,340              3.74

NOTE 7 -- RISKS OF INVESTING IN FOREIGN SECURITIES

     The  Portfolio  invests in foreign  securities.  Investing in securities of
foreign   companies  and  foreign   governments   involves   special  risks  and
considerations  not  typically  associated  with  investing in  securities of US
companies and the US government.  These risks include  devaluation of currencies
and future adverse  political and economic  developments.  Lack of liquidity and
greater  volatility in market prices.  This is particularly true with respect to
emerging markets in developing countries.

                                                                              57

<PAGE>

INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Holders of Beneficial Interest of
International Equity Portfolio:

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of portfolio investments,  and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects,  the financial position of the International Equity Portfolio
(hereafter  referred to as the  "Portfolio") at October 31, 2000, the results of
its operations,  the changes in its net assets and the financial  highlights for
each of the fiscal periods presented,  in conformity with accounting  principles
generally accepted in the United States of America.  These financial  statements
and financial highlights  (hereafter referred to as "financial  statements") are
the  responsibility  of the Portfolio's  management;  our  responsibility  is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement presentation.  We believe that our audits, which included confirmation
of  securities  at October 31, 2000 by  correspondence  with the  custodian  and
brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Baltimore, Maryland
December 20, 2000

58

<PAGE>

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<PAGE>
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

FLAG INVESTORS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

DIRECTORS AND OFFICERS

                                TRUMAN T. SEMANS
                                    CHAIRMAN

                               CARL W. VOGT, ESQ.
                                    PRESIDENT

                                 RICHARD R. BURT
                                    DIRECTOR

                                 RICHARD T.HALE
                                    DIRECTOR

                               JOSEPH R. HARDIMAN
                                    DIRECTOR

                                  LOUIS E. LEVY
                                    DIRECTOR

                               EUGENE J. MCDONALD
                                    DIRECTOR

                                 REBECCA W.RIMEL
                                    DIRECTOR

                               ROBERT H. WADSWORTH
                                    DIRECTOR

                                CHARLES A. RIZZO
                                    TREASURER

                                  AMY M. OLMERT
                                    SECRETARY

                                DANIEL O. HIRSCH
                               ASSISTANT SECRETARY

INVESTMENT OBJECTIVE
A mutual fund seeking long-term growth of capital  primarily through  investment
in stocks and other  equity  securities  of  companies  in  developed  countries
located outside of the United States.

     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.
<PAGE>
                                 [LOGO OMITTED]
                                 FLAG INVESTORS
                 INVESTING WITH A DIFFERENCE(REGISTRATION MARK)

                                 DOMESTIC EQUITY
                               Communications Fund
                              Emerging Growth Fund
                              Equity Partners Fund
                           Real Estate Securities Fund

                                    Top 50 US
                               Value Builder Fund

                              INTERNATIONAL EQUITY
                              European Mid-Cap Fund
                            International Equity Fund
                              Japanese Equity Fund
                                   Top 50 Asia
                                  Top 50 Europe
                                  Top 50 World

                                  FIXED INCOME
                          Managed Municipal Fund Shares
                         Short-Intermediate Income Fund
                      Total Return US Treasury Fund Shares

                                  MONEY MARKET
                            Cash Reserve Prime Shares

                                  P.O. Box 515
                            Baltimore, Maryland 21203
                                  800-767-FLAG

                              WWW.FLAGINVESTORS.COM

                                 Distributed by:
                             ICC DISTRIBUTORS, INC.

                                                                 INTLANN (12/00)


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