FLAG INVESTORS EMERGING GROWTH FUND INC
N-30D, 1996-06-18
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                   [Flag Investors logo]
                      Flag Investors
                       Mutual Funds                       [Flag Investors logo]

                          Growth
           Flag Investors Emerging Growth Fund            Flag
           Flag Investors Equity Partners Fund            Investors
            Flag Investors International Fund             Emerging
                      Equity Income                       Growth
        Flag Investors Real Estate Securities Fund        Fund
           Flag Investors Telephone Income Fund
                         Balanced
            Flag Investors Value Builder Fund
                          Income
       Flag Investors Intermediate-Term Income Fund
  Flag Investors Total Return U.S. Treasury Fund Shares
                     Tax-Free Income
       Flag Investors Managed Municipal Fund Shares
           Flag Investors Maryland Intermediate
                   Tax-Free Income Fund
                      Current Income
         Flag Investors Cash Reserve Prime Shares







                       P.O. Box 515
                Baltimore, Maryland 21203                   Semi-Annual Report
                       800-767-FLAG                         April 30, 1996

                     Distributed by:
                    ALEX. BROWN & SONS
                       INCORPORATED


<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Directors and Officers

Truman T. Semans          Frederick L. Meserve, Jr.
Chairman                  President

James J. Cunnane          Sandra J. Doeller
Director                  Vice President

Richard T. Hale           Gary V. Fearnow
Director                  Vice President

John F. Kroeger           Charles A. Reid
Director                  Vice President

Louis E. Levy             Edward J. Veilleux
Director                  Vice President

Eugene J. McDonald        Brian C. Nelson
Director                  Vice President and Secretary

W. James Price            Joseph A. Finelli
Director                  Treasurer

Harry Woolf               Laurie D. DePrine
Director                  Assistant Secretary


Investment Objective
An open-end mutual fund seeking  long-term growth of capital through  investment
in a diversified portfolio of small and mid-sized emerging growth companies.

Investment Advisor
Investment Company Capital Corp.
P.O. Box 515
Baltimore, MD 21203
(800) 553-8080

Custodian
PNC Bank, N.A.

Transfer Agent
Investment Company Capital Corp.

Legal Counsel
Morgan, Lewis & Bockius LLP

Independent Auditors
Coopers & Lybrand L.L.P.

Five Largest Holdings
(As of April 30, 1996)

- --------------------------------------------------------------------------------
                                             Percent of
Company                                      Net Assets
- --------------------------------------------------------------------------------

(bullet) Integrated Systems Inc.                        5.0%
         Designs, markets and supports computer
         software products that automate and
         accelerate the development of real-time
         software. The company's products are
         used in the aerospace, automotive and
         computer industries.

(bullet) Synopsys Inc.                                  4.4%
         Develops, markets and supports high
         level design automation software for
         designers of integrated circuits and
         electronics systems. The company has
         license agreements with over 400
         customers, including major inter-
         national semiconductor, computer,
         communications, military and
         aerospace companies.

(bullet) QuickResponse Services, Inc.                   4.3%
         Provides a product information database
         and related network services that automate
         and improve merchandise management.

(bullet) Apple South, Inc.                              4.2%
         Owns and operates "Applebee's"
         and "Don Pablos" restaurants.

(bullet) HomeTown Buffet, Inc.                          4.1%

  Operates and franchises scatter bar buffet restaurants  featuring  traditional
  American "home cooking" buffet style food. The company operates 60 U.S.
  restaurants.
- --------------------------------------------------------------------------------
                                       1

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Dear Shareholders:

     Six months of the 1996 fiscal year have passed and we are pleased to report
that your Fund continues to outperform comparative  indices.  Specifically,
during the most recent quarter ended April 30, 1996, the Fund appreciated 21.7%
vs. 14.6% for the Lipper  Small  Company  Growth  Index,  10.8% for the Russell
2000 Index and 3.4% for the Standard &Poor's 500 Index. For the last twelve
months, the Fund produced a total return of 52.1%, placing it in the top 21st
percentile of Morningstar's Small Company Fund category.*

- --------------------------------------------------------------------------------

                           Performance Comparisons**
                        (For the periods ended 4/30/96)

                                       3 Months 6 Months  12 Months
              Flag Investors Emerging
                Growth Fund              21.7%    21.5%     52.1%
              NASDAQ OTC Composite       12.3%    14.9%     41.1%
              Russell 2000 Index         10.8%    18.4%     33.0%
              Lipper Small Company
                Growth Index             14.6%    19.3%     40.2%
              S&P 500 Index               3.4%    13.7%     30.2%

     The Fund's  performance  also placed in the top 5% of 6,800 funds ranked by
Investor's  Business Daily for the 3-year period ended May 2, 1996, earning an
A+ rating in that newspaper.(1)

- --------------------------------------------------------------------------------
  * Funds are grouped  according to  investment  objective and are ranked by
    total return performance relative to other funds in their respective
    categories.  This ranking indicates that the Fund's performance ranked #74
    out of 349 funds in the Small Company Fund category.  In addition,  the Fund
    ranked #91 out of 108 funds for the 5-year  period ended April 30, 1996.
    Performance  figures used in these rankings  exclude the impact of any sales
    charge.

 ** These  figures  assume the reinvestment of dividends and capital gains
    distributions and exclude the impact of any sales charge. The unmanaged
    indices listed above are widely recognized as indicators of performance in
    their respective  market sectors.  The Russell 2000 Index  is  a  widely
    recognized  indicator  of  general  small  company  growth performance.  The
    Lipper  Small  Company  Growth  Index is an  indicator  of the performance
    of the 30 largest  funds in the Lipper  Small  Company  Growth Fund Average
    Category.

(1) Funds are ranked based on total return excluding the impact of sales charge.
    The universe of 6,800 funds includes all NASDAQ funds that have at least $25
    million in assets and a 3-year performance record.

  Since  investment  return and principal  value will  fluctuate,  an investor's
shares may be worth more or less than their  original cost when  redeemed.  Past
performance is not an indicator of future results.  Please review the Additional
Performance Information on page 3.

     Our  investment  philosophy  is based on our  historical  observation  that
superior investment performance comes from holding rapidly growing companies for
a long period of time. Our strategy is to identify such companies early in their
life cycles.  Hence,  the market  capitalization  of the  companies is generally
below $500 million when we originally buy them.

     If  we  successfully   identify  companies  as  having  very  large  market
opportunities  with  proprietary  products  or  business  models  and  excellent
management, they will grow to be large. We keep them in the portfolio as long as
the original investment thesis remains valid and their growth rate remains above
our 20% threshold  requirement.  As these companies  succeed and get larger,  we
trim  weightings  to make way for new  investments  in smaller  companies.  This
investment  process  results in a portfolio that is diversified  between larger,
well-known  and  somewhat  more  established  companies  and  smaller,  start-up
companies that are not as well-known by investors.

     As this investment  process took place over the last year,  turnover in the
portfolio  remained low at 35%. The Long-Term  Holdings table on p. 3 lists five
of the larger  companies  that have been in the  portfolio  for a long period of
time,  along with their gains since the date of purchase  (two  holdings  are up
more than ten-fold).  We have also shown the current  percent  weighting of each
holding, the current market  capitalization and how many months we have held the
position.

                                       2

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND


                               Long-Term Holdings
                                (As of 4/30/96)

                                                  Market        Number of
                                Percent of     Capitalization    Months
                       Gain*    Net Assets     (in billions)     Held
- --------------------------------------------------------------------------------
 Maxim Integrated
   Products Inc.        9.5x       1.3%            $2.2           61
- -------------------------------------------------------------------------------
 Parametric
   Technology Corp.    11.5x       1.9%            $5.4           58
- -------------------------------------------------------------------------------
 Clear Channel Com-
   munications Inc.    15.5x       1.6%            $2.3           49
 Vivra Inc.             2.8x       2.9%            $1.1           42
 Fritz Companies Inc.   3.5x       3.2%            $1.3           41

*The multiple of the original investment.


     As newer  companies  replace older  companies in the  portfolio,  aggregate
earnings for the  portfolio  continue to grow rapidly.  Over the past year,  the
weighted average  earnings growth for portfolio  companies was greater than 35%.
We believe that it is this rapid aggregate  earnings growth that is enabling the
Fund to post superior  performance.  Our current analysis suggests that earnings
for our companies  should continue to grow in excess of 35% for the remainder of
this year and through  1997. At the current  price-to-earnings  multiple of less
than 27 times  estimated  1997 year-end  earnings,  the Fund appears  reasonably
priced for those investors with a long-term outlook.

Very truly yours,

/s/ Frederick L. Meserve, Jr.
Frederick L. Meserve, Jr.
President

May 23, 1996



Additional Performance Information

     The shareholder letter included in this report contains  statistics
designed to help you evaluate the  performance  of your Fund's  management.  The
Securities and Exchange  Commission  (SEC) requires that when we report such
figures, we also include the Fund's  total  return,  according  to a
standardized  formula,  for various time periods  through the end of the most
recent calendar  quarter.  The SEC total return figures differ from those we
reported  because the time periods may be  different  and because the SEC
calculation  includes  the impact of the Fund's currently effective 4.50%
maximum sales charge.

- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURN
                                                         % Return With
  Periods ended 3/31/96:                                 Sales Charge
- --------------------------------------------------------------------------------
  One Year                                                   27.02%
- --------------------------------------------------------------------------------
  Five Years                                                  9.96%
- --------------------------------------------------------------------------------
  Since Inception (6/15/88)                                  10.02%
- --------------------------------------------------------------------------------

     These  total  returns   correspond  to  those   experienced  by  individual
shareholders  only if their shares were  purchased on the first day of each time
period and the maximum sales charge was paid.

     Any  performance  figures  shown are for the full period  indicated.  Since
investment  return and principal value will fluctuate,  an investor's shares may
be worth more or less than their original cost when redeemed.  Past  performance
is not an indicator of future results.

     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.

                                       3

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Statement of Net Assets                                           April 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
                                                 Percent                                                    Percent
No. of                                   Value   of Net    No. of                                  Value    of Net
Shares            Security             (Note A)  Assets    Shares             Security           (Note A)   Assets
- ---------------------------------------------------------------------------------------------------------------------------
<C>     <S>                          <C>         <C>       <C>     <S>                          <C>         <C>
        COMMON STOCKS--87.9%

        Business Services--11.8%                                   Media/Communications--2.1%
 20,000 Apollo Group*                $ 880,000      1.6%    13,032 Clear Channel Communica-
 24,450 Corporate Express, Inc.*       913,818      1.7              tions Inc.                 $ 882,918      1.6%
 57,100 Energy Biosystems Corp.*       371,150      0.7     19,800 Lancit Media Productions
111,600 Manugistics Group, Inc.*     1,813,500      3.4              Ltd.*                        257,400      0.5
 78,800 QuickResponse Services,                                                                 1,140,318      2.1
          Inc.*                      2,304,900      4.3
  8,428 Strategic Distribution,                                    Technology--Software/Services--16.7%
          Inc.*                         61,103      0.1     91,600 Integrated Systems Inc.*     2,679,300      5.0
                                     6,344,471     11.8     93,000 Marcam Corp.*                1,069,500      2.0
                                                            26,000 Parametric Technology
        Consumer Services--19.2%                                     Corp.*                     1,046,500      1.8
 87,900 Apple South, Inc.            2,285,400      4.2     81,100 Progress Software Corp.*     1,277,325      2.4
154,550 HomeTown Buffet, Inc.*       2,202,338      4.1     56,700 Synopsys Inc.*               2,338,875      4.4
 67,500 O'Charleys, Inc.*            1,037,813      1.9     39,000 XcelleNet Inc.*                575,250      1.1
 86,200 Pacific Sunwear of                                                                      8,986,750     16.7
          California*                1,400,750      2.6
 20,050 Papa John's International,                                 Technology--Systems/
          Inc.*                        988,715      1.8              Semiconductor--18.4%
 21,950 PETsMART, Inc.*                974,032      1.8     31,200 Atmel Corporation*           1,248,000      2.3
 32,500 Starbucks Corp.*               881,562      1.7     55,400 Cidco Inc.*                  1,980,550      3.7
 15,400 Sylvan Learning Systems,                            16,000 Itron, Inc.*                   940,000      1.7
          Inc.*                        596,750      1.1     67,400 Level One Communications
                                    10,367,360     19.2              Inc.                       1,786,100      3.3
                                                            20,800 Maxim Integrated Products
        Financial Services--1.9%                                     Inc.*                        712,400      1.3
 40,800 PXRE Corporation             1,040,400      1.9     27,100 QUALCOMM, Inc.*              1,050,126      2.0
                                                            15,300 Security Dynamics
        Health Care Services--11.1%                                  Technologies, Inc.*        1,292,850      2.4
 29,300 Access Health Marketing                              2,075 Sipex Corp.*                    42,538      0.1
          Inc.*                      1,622,488      3.0     22,800 Xilinx, Inc.*                  840,750      1.6
 53,800 Genesis Health Ventures
          Inc.                       1,593,825      2.9                                         9,893,314     18.4
 25,650 PhyCor, Inc.*                1,263,262      2.3
 49,375 Vivra Inc.*                  1,561,484      2.9            Transportation--6.2%
                                     6,041,059     11.1     47,000 Fritz Companies Inc.*        1,727,250      3.2
                                                           122,500 Great Lakes Aviation Ltd.*     505,312      0.9
        Health Equipment and Services--0.5%                 69,000 Landair Services Inc.*       1,104,000      2.1
 12,700 Perclose, Inc.*                260,350      0.5                                         3,336,562      6.2

                                                                   Total Common Stocks
                                                                     (Cost $27,723,221)        47,410,584     87.9

</TABLE>
                                       4

<PAGE>

                             [Flag Investors logo]
                                FLAG INVESTORS
                              EMERGING GROWTH FUND

Statement of Net Assets (concluded)                               April 30, 1996
(Unaudited)
                                               Percent
  Par                                Value     of Net
 (000)        Security              (Note A)   Assets

        REPURCHASE AGREEMENT--16.7%

 $8,981 Goldman Sachs & Co., 5.20%
          Dated 4/30/96, to be
          repurchased on 5/1/96,
          collateralized by U.S.
          Treasury Notes with a
          market value of
          $9,161,447.
          (Cost $8,981,000)        $ 8,981,000   16.7%

        Total Investment in
          Securities
          (Cost $36,704,221)**      56,391,584  104.6

        Liabilities in Excess of
          Other Assets, Net         (2,483,400)  (4.6)

        Net Assets                 $53,908,184  100.0%


                                     Value
                                    (Note A)
        Net Asset Value and
          Redemption Price
          Per:
          Class A Share
          ($41,856,986 / 2,128,129
          shares outstanding)        $19.67

          Institutional Share
          ($12,051,198 / 613,537
          shares outstanding)        $19.64

        Maximum Offering
          Price Per:
          Class A Share
          ($19.67 / .955)            $20.60

          Institutional Share        $19.64
- --------------------------------------------------------------------------------
 * Non-income producing security.
** Aggregate cost for federal tax purposes was $36,671,784.
See accompanying Notes to Financial Statements.

                                       5

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Statement of Operations                  For the Six Months Ended April 30, 1996
(Unaudited)

INVESTMENT INCOME (NOTE A):

     Interest                                                    $ 126,731
     Dividends                                                      16,098
       Total income                                                142,829

EXPENSES:

     Investment advisory fee (Note B)                              178,837
     Distribution fee (Note B)                                      45,568
     Accounting fee (Note B)                                        18,927
     Legal                                                          17,452
     Audit                                                          10,962
     Printing and postage                                           10,472
     Transfer agent fees (Note B)                                    9,972
     Custodian fees                                                  8,976
     Miscellaneous                                                   5,360
     Registration fees                                               4,284
     Directors' fees                                                   997
       Total expenses                                              311,807
     Expenses in excess of income                                 (168,978)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

     Net realized gain from security transactions                1,096,319
     Change in unrealized appreciation of investments            8,023,603
     Net gain on investments                                     9,119,922

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS            $8,950,944
- --------------------------------------------------------------------------------

See accompanying Notes to Financial Statements.

                                       6

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                  For the Six
                                                                 Months Ended        For the Year
                                                                April 30, 1996           Ended
                                                                  (Unaudited)      October 31, 1995
- ----------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>
INCREASE/DECREASE IN NET ASSETS:
Operations:
     Expenses in excess of income                                 $  (168,978)       $  (190,378)
     Net realized gain from security transactions                   1,096,319          2,180,561
     Change in unrealized appreciation of investments               8,023,603          6,850,511
     Net increase in net assets resulting from operations           8,950,944          8,840,694

DIVIDENDS TO SHAREHOLDERS FROM:
     Net realized short-term gains                                   (674,016)                --
     Net realized long-term gains                                  (1,348,032)           (73,772)
     Total distributions                                           (2,022,048)           (73,772)

CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of 922,987 and 735,343 shares,
       respectively                                                15,932,793         10,561,629
     Value of 117,523 and 5,714 shares issued in
       reinvestment of dividends, respectively                      1,913,272             68,962
     Cost of 529,876 and 316,169 shares repurchased,
       respectively                                                (8,993,413)        (4,572,632)
     Increase in net assets derived from capital share
       transactions                                                 8,852,652          6,057,959
     Total increase in net assets                                  15,781,548         14,824,881

NET ASSETS:
     Beginning of period                                           38,126,636         23,301,755
     End of period                                                $53,908,184        $38,126,636

- ----------------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements.

                                       7

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Financial Highlights--Class A Shares
(For a share outstanding throughout each period)*


</TABLE>
<TABLE>
<CAPTION>

                                             For the Six
                                            Months Ended              For the Year Ended October 31,
                                           April 30, 1996   ---------------------------------------------------
                                             (Unaudited)     1995       1994       1993       1992      1991
- --------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>       <C>        <C>        <C>        <C>
Per Share Operating Performance:
  Net asset value at beginning of period        $ 17.09     $ 12.90   $ 14.02    $ 13.53    $ 15.23    $ 8.93

Income from Investment Operations:
  Net investment loss                             (0.07)      (0.09)    (0.08)     (0.08)     (0.16)    (0.10)
  Net realized and unrealized gain/(loss)
    on investments                                 3.55        4.32      0.47       1.20      (1.54)     6.40
  Total from Investment Operations                 3.48        4.23      0.39       1.12      (1.70)     6.30

Less Distributions:
  Dividends from net investment income
    and short-term gains                          (0.30)         --        --         --         --        --
  Distributions from net realized
    long-term gains                               (0.60)      (0.04)    (1.51)     (0.63)        --        --
  Total distributions                             (0.90)      (0.04)    (1.51)     (0.63)        --        --
  Net asset value at end of period              $ 19.67     $ 17.09   $ 12.90    $ 14.02    $ 13.53   $ 15.23

Total Return**                                    21.46%      32.92%     3.75%      8.33%    (11.16)%   70.55%

Ratios to Average Daily Net Assets:
  Expenses(2)                                      1.50%(1)    1.50%     1.50%      1.50%      1.46%     1.50%
  Expenses in excess of income(3)                 (0.84)%(1)  (0.64)%   (0.73)%    (0.52)%    (0.92)%   (0.76)%

Supplemental Data:
  Net assets at end of period (000)             $41,822     $38,127   $23,302    $28,867    $38,924   $48,656
  Portfolio turnover rate                            33%(1)      39%       86%       133%        69%       79%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Computed based upon average shares outstanding.
 ** Total return excludes the effect of sales charge.
(1) Annualized.
(2) Without the waiver of advisory fees (Note B), the ratio of expenses to
    average daily net assets would have been 1.50% (annualized),  1.68%, 1.88%,
    1.64%, 1.91% and 1.64% for the six months  ended April 30,  1996 and the
    years ended  October 31, 1995, 1994, 1993, 1992 and 1991, respectively.
(3) Without the waiver of advisory  fees (Note B), the ratio of expenses in
    excess of income to  average  daily net  assets  would  have been  1.50%
    (annualized), (0.81)%,  (1.10)%,  (0.66)%,  (1.17)% and (1.07)% for the six
    months ended April 30,  1996 and the years ended  October  31,  1995,  1994,
    1993,  1992 and 1991, respectively.
See accompanying Notes to Financial Statements.

                                       8

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Financial Highlights--Institutional Class Shares
(For a share outstanding throughout the period)*

                                                               For the Period
                                                             November 2, 1995**
                                                                  through
                                                               April 30, 1996
                                                                (Unaudited)
    ---------------------------------------------------------------------------
Per Share Operating Performance:
  Net asset value at beginning of period                           $17.12
                                                                   ------
Income from Investment Operations:
  Expenses in excess of income                                      (0.03)
  Net realized and unrealized gain on investments                    3.45
  Total from Investment Operations                                   3.42

Less Distributions:
  Distributions from net investment income and short-term gains     (0.30)
  Distributions from net realized long-term gains                   (0.60)
                                                                    -----
  Total distributions                                               (0.90)
                                                                    -----
  Net asset value at end of period                                 $19.64
                                                                   ======
Total Return(1)                                                     19.31%

Ratios to Average Daily Net Assets:
  Expenses(2)                                                        1.24%
  Expenses in excess of income(2)                                   (0.58)%

Supplemental Data:
  Net assets at end of period (000)                               $11,992
  Portfolio turnover rate(2)                                           33%
- -------------------------------------------------------------------------------

  * Computed based upon average shares outstanding.
 ** Commencement of operations.
(1) Total return excludes the effect of sales charge.
(2) Annualized.
See accompanying Notes to Financial Statements.

                                       9

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Notes to Financial Statements

A. Significant  Accounting Policies -- Flag Investors Emerging Growth Fund, Inc.
   (the  "Fund")  was  organized  as a  Maryland  Corporation  on July 2,  1987
   and commenced  operations on December 30, 1987,  consisting of Class A
   Shares, which are  subject  to  a  maximum  front-end  sales  charge  of
   4.50%  and  a  0.25% distribution  fee. On November 2, 1995,  the Fund began
   offering  Institutional Shares,  which are not subject to a front-end sales
   charge or distribution  fee. The  Fund  is  registered  under  the
   Investment  Company  Act  of  1940  as  a diversified, open-end management
   investment company.

   The  preparation  of  financial  statements  in  conformity  with  generally
   accepted  accounting  principles  requires  management to make estimates and
   assumptions  that affect the reported  amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the financial
   statements  and the reported  amounts of revenues  and  expenses  during the
   reporting  period.   Actual  results  could  differ  from  those  estimates.
   Significant  accounting  policies  are as  follows:

   Security  Valuation  -- Portfolio  securities  that  are  primarily  traded
   on  a  recognized  U.S. securities exchange are valued on the basis of their
   last sale price. In the event that there are no sales or the security is not
   listed, it is valued at the average  between the last  reported  bid and
   asked prices or at the fair value as determined by the Investment  Advisor
   under procedures  established and  monitored  by the  Board  of  Directors.
   Short-term  obligations  with maturities  of 60 days or less are  valued  at
   amortized  cost.

   Repurchase Agreements  -- The  Fund may  agree to  purchase  money  market
   instruments subject to the seller's  agreement to repurchase them at an
   agreed upon date and price. The seller, under a repurchase  agreement,  will
   be required on a daily basis to maintain the value of the securities subject
   to the agreement at not less than the repurchase price. The agreement is
   conditioned upon the collateral  being  deposited under the Federal  Reserve
   book-entry  system.

   Federal Income Tax -- No provision is made for federal income taxes as it is
   the Fund's intention  to continue  to qualify as a  regulated  investment
   company and to make requisite  distributions to shareholders  that will be
   sufficient to relieve it from all or substantially all federal income and
   excise taxes. The Fund's policy is to annually  distribute to shareholders
   substantially  all of its taxable net investment  income and net realized
   long-term capital gains, if any.

   Distributions are determined in accordance with income tax regulations, which
   may differ from generally accepted accounting principles. Accordingly,
   periodic  reclassifications  are made within the Fund's capital  accounts to
   reflect  income  and gains  available for  distribution  under  income  tax
   regulations.

   Other -- Security transactions are accounted for on the trade date and the
   cost of  investments sold or redeemed in kind is determined by use of the
   specific  identification method for both financial reporting and income tax
   purposes.  Interest income is  recorded  on an  accrual  basis. Dividend
   income is recorded on the ex-dividend date.

B. Investment  Advisory Fee,  Transactions  with Affiliates  and Other Fees --
   Investment Company Capital Corp.  ("ICC"), a subsidiary of Alex. Brown
   Financial Corp., serves as the Fund's investment advisor.  The Advisory
   Agreement provides for a maximum  annual fee equal to .85% of the Fund's
   average daily net assets. However, the actual amount of the fee is
   contractually limited to an amount that would  result in total expenses  on
   Class A Shares of no more  than  1.50%.  As compensation  for its  services
   for the six months  ended April 30,  1996,  the Advisor received $178,837 in
   fees.

   As compensation for its transfer agent services, ICC receives from the Fund a
   per account fee,  calculated  and paid  monthly. ICC received  $9,972 for
   transfer  agent  services  for the six  months ended  April  30,  1996.  As
   compensation  for its  accounting  services, ICC receives  from the Fund an
   annual fee, calculated daily and paid monthly, from the Fund's average daily
   net assets. ICC received $18,927 for

                                       10

<PAGE>

                             [Flag Investors logo]
                                 FLAG INVESTORS
                              EMERGING GROWTH FUND

Notes to Financial Statements (concluded)

   accounting services for the six months ended April 30, 1996.

   As compensation for providing  distribution  services, Alex. Brown & Sons
   Incorporated  ("Alex. Brown") receives from the Fund an annual fee,
   calculated  daily and paid monthly,  at an annual rate equal to .25% of the
   Class A Shares'  average daily net  assets.  For the six months ended April
   30, 1996,  distribution fees were $45,568.

   The fund complex of which  the Fund is a part  has adopted  a  retirement
   plan  for  eligible Directors. The actuarially computed pension expense
   allocated to the Fund for the six months ended April 30, 1996 was $318.

C. Capital Share  Transactions  -- As of April 30, 1996, the Fund was authorized
   to issue up to 15  million  shares of $.001 par value  common  stock (8
   million Class A, 1 million Class B, 5 million Institutional and 1 million
   undesignated). Transactions in shares of the Fund were as follows:

                                Class A Shares
- --------------------------------------------------------------------------------
                             For the         For the
                            Six Months     Year Ended
                               Ended       October 31,
                          April 30, 1996      1995
- --------------------------------------------------------------------------------

Shares sold                    270,239        735,343
Shares issued to share-
  holders on reinvest-
  ment of dividends            106,529          5,714
Shares redeemed               (479,670)      (316,169)
Net increase/(decrease) in
  shares outstanding          (102,902)       424,888
Proceeds from sale
  of shares                $ 4,611,364    $10,561,629
Reinvested dividends         1,733,222         68,962
Net asset value of
  shares redeemed           (8,185,724)    (4,572,632)
Net increase/(decrease) from
  capital share
  transactions             $(1,841,138)   $ 6,057,959



                                  Institutional Shares
                                       For the Six
                                      Months Ended
                                     April 30, 1996
- --------------------------------------------------------------------------------


Shares sold                              652,748
Shares issued to share-
  holders on reinvest-
  ment of dividends                       10,994
Shares redeemed                          (50,206)
Net increase in shares
  outstanding                            613,536
Proceeds from sale
  of shares                          $11,321,429
Reinvested dividends                     180,050
Net asset value of
  shares redeemed                       (807,689)
Net increase from
  capital share
  transactions                       $10,693,790

D.  Investment  Transactions  -- Purchases and sales of  investment  securities,
    other  than  short-term  obligations,  aggregated  $10,324,804  and
    $5,995,206, respectively, for the six months ended April 30, 1996.

    At April 30, 1996, net unrealized  appreciation  for all securities in which
    there is an  excess  of  value  over  tax  cost  was  $19,522,200,  of which
    $20,393,961  related  to  appreciated  securities  and  $871,761  related to
    depreciated securities.

E.  Net Assets -- At April 30, 1996, net assets consisted of:

    Paid-in capital                       $33,441,091
    Accumulated net realized
      gain from security
      transactions                            779,730
    Unrealized appreciation
      of investments                       19,687,363
                                          -----------
                                          $53,908,184
                                          ===========

                                       11




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