FLAG INVESTORS INTERMEDIATE TERM INCOME FUND INC
N-30D, 1996-08-16
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                                  P.O. Box 515
                            Baltimore, Maryland 21203
                                  800-767-FLAG
                                 Distributed by:
                                ALEX. BROWN &SONS
                                  INCORPORATED
[Flag Logo]
Flag
Investors
Intermediate-
Term
Income
Fund
Semi-Annual Report
June 30, 1996


<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

Dear Shareholders:

     The  six-month  period ended June 30, 1996 was a  challenging  time for the
bond  market.  After the euphoria of 1995,  when rates  drifted  steadily  lower
throughout the year in  anticipation  of slowing  economic  growth and continued
Federal Reserve  monetary  easing,  the first half of 1996 witnessed a change in
economic  expectations and an abrupt reversal in the direction of interest rates
(see charts, right). Renewed fears of inflation--apparent  byproducts of surging
job  growth and  rising  commodity  prices--rumbled  through  the debt  markets,
causing most longer-term bond prices to tumble.

     In sharp contrast to 1995's  unprecedented and  unsustainable  double-digit
returns,  performance results were meager in this difficult environment.  Absent
exposure to more rate-sensitive  long-term bonds, your Fund, with its inherently
defensive  intermediate-term  maturity bias, again delivered competitive results
for the six- and twelve-month periods ended June 30, 1996. Specific total return
performance comparisons are listed on the following page.

Portfolio Considerations

     Recognizing  the  advanced  stage  of  the  interest  rate  cycle  and  the
unlikelihood  that rates would decline  further below year-end  levels,  we took
steps  earlier  this year to insulate  the Fund from severe  price  erosion.  By
shortening the Fund's  weighted  average  maturity to 4.9 years and moving funds
into fuller coupon premium issues, we greatly reduced the Fund's  susceptibility
to a damaging rise in rates.  Concerned by the meager yield differential between
medium-quality  corporate bonds and U.S.  Treasury  issues,  we also reduced the
Fund's  overall  corporate



                            Historical Yield Curves

                             [Graph appears below]


                             6/30/95      12/31/95      6/30/96
                             -------      --------      -------
        3 Month               5.563        5.072         5.152
        6 Month               5.576        5.147         5.358
        1 Year                5.623        5.132         5.674
        2 Year                5.793        5.150         6.107
        3 Year                5.852        5.208         6.269
        5 Year                5.970        5.374         6.462
       10 Year                6.203        5.570         6.714
       30 Year                6.617        5.949         6.894



                          5-Year U.S. Treasury Yields
                              (6/30/93 - 6/30/96)

                             [Graph appears below]

                               6/93          5.046
                                             4.771
                              12/93          5.208
                                             6.225
                               6/94          6.949
                                             7.280
                              12/94          7.827
                                             7.071
                               6/95          5.967
                                             6.015
                              12/95          5.381
                                             6.086
                               6/96          6.462



                                       1


<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

exposure  in favor of  Treasuries  and,  in  several situations, mortgage-
backed  securities (see charts,  bottom right).  Together, these changes raised
the Fund's defensive asset mix as a troublesome  period for the bond market
evolved during the Spring.

Outlook

     Recent  statements  by Federal  Reserve  Chairman  Alan  Greenspan  reflect
concerns that wage and price pressures are beginning to emerge.  As he obliquely
warned,  there are early indications that the period of favorable  inflation may
be drawing to a close.  Sharing many of these same concerns,  we are comfortable
maintaining the Fund's defensive stance until we see more signs that lower rates
are on the horizon.  We would expect the current  environment of higher rates to
ultimately retard economic growth,  leading to a renewed drop in yields. As this
occurs,  we will extend the Fund's  weighted  average  duration to its chartered
maximum of four years to lock in higher rates.

Dividend Policy

     The Fund  continues  to pay a monthly  dividend of $0.05.  Recognizing  the
importance of improving  shareholder wealth, we continue to emphasize strategies
that maximize total return (current income plus share appreciation).

     We thank you for your continued interest in the Fund.

Sincerely,

/s/ M. Elliott Randolph, Jr.     /s/ Paul D. Corbin

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

July 23, 1996



                            Performance Comparisons*
- --------------------------------------------------------------------------------
                       For the periods ended June 30, 1996
                                         Six     One   Average
                                       Months   Year  Maturity
- --------------------------------------------------------------------------------
 Flag Investors Intermediate-Term
   Income Fund                          -0.4%   5.3%  4.9 years
 Lehman Brothers
   Intermediate
   Gov't./Corp. Bond Index              -0.2%   5.0%  4.2 years
 Lehman Brothers 1-3 Year
   Gov't. Bond Index                     1.4%   5.5%  1.9 years
 Lehman Brothers Aggregate
   Index                                -1.2%   5.0%  8.8 years

     *These figures assume the reinvestment of dividends and capital gains
 distributions and exclude the impact of any sales charge. Since investment
 return and principal value will fluctuate, an investor's shares may be worth
 more or less than their original cost when redeemed. The unmanaged indices
 listed above are widely recognized as indicators of performance in their
 respective sectors. Past performance is not an indicator of future results.
 Please review the Additional Performance Information on page 3.


                             Portfolio Composition

                                 June 30, 1996


                  [Pie Chart appears here -- see values below]

                  Corporate                               35%
                  Agency & Mortgage-Backed                34%
                  Treasury                                14%
                  Asset-Backed                            11%
                  Cash                                     6%


                                 June 30, 1996

                  Agency & Mortgage-Backed                46%
                  Corporate                               22%
                  Treasury                                18%
                  Asset-Backed                            10%
                  Cash                                     4%

                                       2

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you evaluate the performance of your Fund's  management.  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
SECtotal  return figures differ from those we reported  because the time periods
may be  different  and because  the  SECcalculation  includes  the impact of the
currently effective 1.50% maximum sales charge for the Fund's Class A Shares.

- --------------------------------------------------------------------------------
                           AVERAGE ANNUAL TOTAL RETURN
                             Class A     Institutional
  Periods ended 6/30/96:     Shares         Shares
- --------------------------------------------------------------------------------
  One Year                    3.69%            --
- --------------------------------------------------------------------------------
  Five Years                  6.77%            --
- --------------------------------------------------------------------------------
  Since Inception*            6.55%            1.74%**

 * Inception dates: Class A Shares: 5/13/91; Institutional Shares: 11/2/95.
** Aggregate total return.


     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.


Portfolio Data

Net Asset Value Per:
  Class A Share                          $10.19
  Institutional Share                    $10.29
Total Net Assets                         $65.9 million
Average Maturity                         4.9 years
Average Duration                         3.5 years

Maturity Breakdown:*
  0-1 year                                9%
  1-3 years                              22%
  3-5 years                              17%
  5-10 years                             52%

- --------------------------------------------------------------------------------
*Calculated as a percentage of net assets.

   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 invest- ment
representative or directly from the Fund at 1-800-767-FLAG. Read it carefully
before you invest.

                                       3

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

Statement of Net Assets                                            June 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
                                                                              S&P           Par           Value
Security                                                                   Rating**        (000)        (Note A)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
CORPORATE BONDS -- 21.8%
  Banc One Columbus
    7.375%, 12/1/02                                                          AA-          $1,000       $ 1,032,501
  Countrywide Funding
    8.25%, 7/15/02                                                           A-            3,250         3,408,419
  Elf Aquitaine
    7.75%, 5/1/99                                                            AA-           2,000         2,060,001
  Fund America Enterprise
    7.75%, 2/1/03                                                            BBB+          2,000         1,974,978
  General Motors Acceptance Corp.
    5.625%, 2/15/01                                                          A-            1,000           953,751
  Guaranteed Export Trust
    8.187%, 12/15/04                                                         AAA             995         1,037,899
       Pacific Gas & Electric
    6.25%, 3/1/04                                                            A             2,000         1,884,999
  Philip Morris Cos., Inc.
    6.95%, 6/1/06                                                            A             2,000         2,002,500
- ---------------------------------------------------------------------------------------------------------------------------
Total Corporate Bonds (Cost $13,424,381)                                                                14,355,048
- ---------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES -- 46.3%
Federal Home Loan Bank -- 4.5%
  Consolidated System-wide Bonds
    7.151%, Due 9/13/05                                                      AAA           3,000         2,928,867
Federal Home Loan Mortgage Corp. -- 12.1%
  Multi-Class Mortgage Certificates
    Series 21-H, 5.85%, Due 1/25/19                                          AAA           4,000         3,796,122
    Series 106-F, 8.50%, Due 12/15/20                                        AAA           2,893         2,968,349
  Participation Certificate
    Pool #G10049, 8.00%, Due 10/1/07                                         AAA           1,209         1,233,864
Federal National Mortgage Assoc. -- 19.6%
  Debenture
    6.250%, Due 8/12/03                                                      AAA           3,500         3,333,859
  Mortgage-Backed Securities
    Pool #326570, 7.00%, Due 2/1/08                                          AAA           3,846         3,797,479
  Multi-Class Mortgage Certificates
    Series 88-18-B, 9.40%, 7/25/03                                           AAA             203           213,150
    Series 149-D, 12.00%, 4/25/19                                            AAA           1,298         1,330,813
    Series 91-11-G, 7.00%, 11/25/19                                          AAA           2,187         2,182,636
    Series W-1, 8.20%, 4/25/25                                               AAA           2,000         2,049,200
Government National Mortgage Assoc. -- 10.1%
  "Pass Throughs"
    Pool #194615, 8.00%, Due 3/15/17                                         AAA             164           165,329
    Pool #204405, 8.00%, Due 4/15/17                                         AAA             171           172,358
    Pool #371200, 8.00%, Due 12/15/23                                        AAA           1,604         1,619,111
</TABLE>

                                       4

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

Statement of Net Assets (concluded)                                June 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
                                                                              S&P           Par           Value
Security                                                                   Rating**        (000)        (Note A)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Government National Mortgage Assoc. (continued)
    Pool #371206, 8.00%, Due 12/15/23                                        AAA          $1,832       $ 1,848,725
    Pool #780195, 8.00%, Due 7/15/25                                         AAA           2,828         2,865,269
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Securities (Cost $31,835,588)                                              30,505,131
- ---------------------------------------------------------------------------------------------------------------------------
U.S. TREASURY SECURITIES -- 17.5%
  U.S. Treasury Notes
    4.750%, 9/30/98                                                          AAA           4,000         3,885,320
    5.250%, 1/31/01                                                          AAA           2,000         1,911,283
    5.750%, 8/15/03                                                          AAA           2,000         1,905,516
    5.875%, 2/15/04                                                          AAA           4,000         3,823,473
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Securities (Cost $11,833,220)                                                       11,525,592
- ---------------------------------------------------------------------------------------------------------------------------
ASSET-BACKED SECURITIES -- 10.0%
  Banc One Credit Card Master Trust
    6.300%,10/15/02                                                          AAA           3,000         2,943,900
  Discover Credit Card, 93-A-A
    6.25%, 8/15/00                                                           AAA           3,000         2,988,893
  Premier Auto Trust, 94-1-A3
    4.75%, 2/2/00                                                            AAA             655           648,703
- ---------------------------------------------------------------------------------------------------------------------------
Total Asset-Backed Securities (Cost $6,691,492)                                                          6,581,496
- ---------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 2.9%
  Goldman Sachs & Co., 5.25%
    Dated 6/28/96, to be repurchased on 7/1/96, collateralized
    by U.S. Treasury Bonds with a market value of $1,979,189.
         (Cost $1,940,000)                                                   NR*           1,940         1,940,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Investment in Securities -- 98.5%
  (Cost $65,724,681)***                                                                                 64,907,267
Other Assets in Excess of Liabilities, Net-- 1.5%                                                        1,019,975
- ---------------------------------------------------------------------------------------------------------------------------
Net Assets-- 100.0%                                                                                    $65,927,242
- ---------------------------------------------------------------------------------------------------------------------------
Net Asset Value and Redemption Price Per:
  Class A Share ($58,008,812 / 5,694,472 shares outstanding)                                                $10.19
  Institutional Share ($7,918,430 / 769,405 shares outstanding)                                             $10.29
Maximum Offering Price Per:
  Class A Share ($10.19 / .985)                                                                             $10.35
  Institutional Share                                                                                       $10.29


- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Not rated.
 ** The Standard & Poor's rating indicated  is believed  to be  the most  recent
    rating available as of June 30, 1996.
*** Also aggregate cost for federal tax purposes.
See accompanying Notes to Financial Statements.

                                       5


<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------

Statement of Operations                   For the Six Months Ended June 30, 1996
(Unaudited)
INVESTMENT INCOME (NOTE A):

     Interest                                                      $ 2,305,962

EXPENSES:

     Investment advisory fee (Note B)                                  115,889
     Distribution fee (Note B)                                          76,984
     Accounting fee (Note B)                                            27,007
     Printing and postage                                               17,165
     Transfer agent fee (Note B)                                        14,794
     Custodian fee                                                      12,821
     Legal                                                              12,328
     Audit                                                              11,835
     Registration fees                                                   9,862
     Miscellaneous                                                       6,604
     Organizational expense (Note A)                                     4,484
     Directors' fees                                                     2,466
     Insurance                                                           1,247
  Total expenses                                                       313,486
     Less: Fees waived (Note B)                                        (83,277)
       Net expenses                                                    230,209
     Net investment income                                           2,075,753

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS (NOTE A):

     Net realized gain from security transactions                      124,699
     Change in unrealized depreciation of investments               (2,463,411)
     Net loss on investments                                        (2,338,712)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                $ (262,959)


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


                                       6

<PAGE>


                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Statement of Changes in Net Assets
                                                                             For the Six
                                                                            Months Ended         For the Year
                                                                            June 30, 1996            Ended
                                                                             (Unaudited)       December 31, 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
     Net investment income                                                   $ 2,075,753          $ 4,324,862
     Net realized gain/(loss) from security transactions                         124,699           (1,018,416)
     Change in appreciation/(depreciation) of
       investments                                                            (2,463,411)           7,179,328
     Change in unrealized appreciation of assets
       and liabilities denominated in foreign currency                                --                1,216
     Net increase/(decrease) in net assets
       resulting from operations                                                (262,959)          10,486,990
Dividends to Shareholders from:
     Net investment income:
       Flag Investors Class A Shares                                          (1,518,214)          (4,208,250)
       Flag Investors Institutional Shares                                      (118,077)              (7,962)
       Total distributions                                                    (1,636,291)          (4,216,212)

CAPITAL SHARE TRANSACTIONS (NOTE C):
     Proceeds from sale of shares                                             10,355,231            4,986,795
     Value of shares issued in reinvestment of dividends                       1,170,669            2,635,861
     Cost of shares repurchased                                              (13,001,102)         (23,380,739)
     Decrease in net assets derived from
       capital share transactions                                             (1,475,202)         (15,758,083)
     Total decrease in net assets                                             (3,374,452)          (9,487,305)

NET ASSETS:
     Beginning of period                                                      69,301,694           78,788,999
     End of period                                                           $65,927,242          $69,301,694


- --------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Financial Statements.


                                       7

<PAGE>


                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Financial Highlights -- Flag Investors Class A Shares
(For a share outstanding throughout each period)

                                        For the Six                                                 For the Period
                                       Months Ended                                                  May 13, 1991*
                                       June 30, 1996         For the Year Ended December 31,           through
                                        (Unaudited)      1995        1994       1993         1992    Dec. 31, 1991
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
  Net asset value at beginning of
    period                                 $ 10.48       $  9.62    $ 10.57    $  10.37     $ 10.54      $ 10.00

Income from Investment
Operations:
  Net investment income                       0.37          0.62       0.57        0.57        0.63         0.32
  Net realized and unrealized
    gain/(loss) on investments               (0.36)         0.84      (0.92)       0.34       (0.05)        0.64
    Total from Investment
      Operations                              0.01          1.46      (0.35)       0.91        0.58         0.96

Less Distributions:
  Dividends from net investment
    income and short-term gains              (0.30)        (0.60)     (0.57)      (0.69)      (0.75)       (0.42)
  Return of capital                             --            --      (0.03)         --          --           --
  Distributions from net realized
    long-term gains                             --            --         --       (0.02)         --           --
    Total distributions                      (0.30)        (0.60)     (0.60)      (0.71)      (0.75)       (0.42)
  Net asset value at end of period         $ 10.19       $ 10.48    $  9.62    $  10.57     $ 10.37      $ 10.54

Total Return(1)                              (0.43)%       15.43%     (3.32)%      8.98%       5.68%        9.79%

Ratios to Average Daily Net Assets:
  Expenses(2)                                 0.70%**       0.70%      0.70%       0.70%       0.70%        0.70%**
  Net investment income(3)                    6.16%**       6.00%      5.57%       5.43%       6.01%        5.97%**

Supplemental Data:
  Net assets at end of period (000)        $58,009       $67,116    $78,789    $112,520     $78,706      $64,327
   Portfolio turnover rate                      23%           46%        50%         86%        107%          46%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of operations.
**Annualized.
 (1) Total return excludes the effect of sales charge.
 (2) Without the waiver of advisory and administration  fees (Note B), the ratio
     of expenses to average daily net assets would have been 0.96% (annualized),
     0.93%, 0.84%,  0.85%,  0.87% and 1.73%  (annualized)  for the six months
     ended June 30, 1996, the years ended December 31, 1995,  1994, 1993, 1992,
     and the period ended December 31, 1991, respectively.

 (3) Without the waiver of advisory and administration  fees (Note B), the ratio
     of net  investment  income  to  average  daily net  assets  would  have
     been  5.91% (annualized),  5.77%,  5.43%,  5.28%,  5.83% and 4.94%
     (annualized) for the six months ended June 30, 1996, the years ended
     December 31, 1995, 1994, 1993, 1992, and the period ended December 31,
     1991, respectively.
See accompanying Notes to Financial Statements.

                                       8

<PAGE>


                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Financial Highlights -- Flag Investors Institutional Shares
(For a share outstanding throughout each period)
                                                                       For the Six              For the Period
                                                                      Months Ended             November 2, 1995*
                                                                      June 30, 1996                 through
                                                                       (Unaudited)             December 31, 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
  Net asset value at beginning of period                                 $10.58                     $10.42

Income from Investment Operations:
  Net investment income                                                    0.36                       0.09
  Net realized and unrealized gain/(loss) on investments                  (0.34)                      0.12
    Total from Investment Operations                                       0.02                       0.21

Less Distributions:
  Dividends from net investment income and short-term gains               (0.31)                     (0.05)
  Net asset value at end of period                                       $10.29                     $10.58

Total Return(1)                                                           (0.43)%                    12.47%

Ratios to Average Daily Net Assets:
  Expenses(2)                                                              0.45%**                    0.45%**
  Net investment income(3)                                                 6.51%**                    6.52%**

Supplemental Data:
  Net assets at end of period (000)                                      $7,918                     $2,186
   Portfolio turnover rate                                                   23%                        46%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
  * Commencement of operations.
 ** Annualized.
(1) Total return excludes the effect of sales charge.
(2) Without the waiver of advisory and administration  fees (Note B), the ratio
    of expenses  to average  daily net assets  would have been 0.71%
    (annualized)  and 0.72%  (annualized) for the six months ended June 30,
    1996, and the period ended December 31, 1995, respectively.
(3) Without the waiver of advisory and administration fees (Note B), the ratio
    of net investment income to average daily net assets would have been 6.26%
    (annualized) and 6.25% (annualized) for the six months ended June 30, 1996,
    and the period ended December 31, 1995, respectively.
See accompanying Notes to Financial Statements.

                                       9

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements

A.  Significant  Accounting Policies - Flag Investors  Intermediate-Term  Income
    Fund,  Inc. (the "Fund") is registered  under the Investment  Company Act of
    1940 as an open-end,  diversified  management investment company designed to
    provide a high level of  current  income  consistent  with  preservation  of
    capital within an intermediate-term  maturity structure.  The Fund commenced
    operations on May 13, 1991,  consisting of Class A Shares, which are subject
    to a maximum  front-end sales charge of 1.50% and a 0.25%  distribution fee.
    On November 2, 1995, the Fund began offering Institutional Shares, which are
    not subject to a front-end sales charge or a distribution fee.

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements  and the reported  amounts of revenues  and  expenses  during the
    reporting  period.  Actual  results could differ from those  estimates.  The
    following is a summary of significant  accounting  policies  followed by the
    Fund.

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

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

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

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

B.  Investment  Advisory  Fees,  Transactions  with  Affiliates and Other Fees -
    Investment  Company  Capital  Corp.  ("ICC"),  a  subsidiary  of Alex. Brown
    Financial  Corp., serves as  the Fund's investment advisor.  As compensation
    for  its advisory  services,  ICC  receives from  the Fund  an  annual  fee,
    calculated daily and paid monthly, at the following  annual rates based upon
    the Fund's average daily net assets:0.35%  of the first $1 billion, 0.30% of
    the next $500 million and 0.25% of that portion in excess of $1.5 billion.


                                       10

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)

    ICC has agreed to reduce its aggregate fees so that ordinary expenses of the
    Fund for any fiscal year do not exceed 0.70% of the Fund's average daily net
    assets for Class A Shares and 0.45% for  Institutional  Shares.  For the six
    months ended June 30, 1996, ICCwaived fees of $83,277.

    As compensation for its transfer agent services,  ICC receives from the Fund
    a per account fee,  calculated  and paid monthly.  ICC received  $14,794 for
    transfer agent services for the six months ended June 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 $27,007 for accounting  services for the six months
    ended June 30, 1996.

    As compensation for providing  distribution  services, ICC receives from the
    Fund an annual fee,  calculated  daily and paid  monthly,  at an annual rate
    equal to 0.25% of the Fund's average daily net assets of Class A Shares. For
    the six months ended June 30, 1996, distribution fees aggregated $76,984.

    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 June 30, 1996 was $1,098.

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


                                      Class A Shares
                              For the Six
                              Months Ended      For the Year
                             June 30, 1996         Ended
                              (Unaudited)      Dec. 31, 1995

     Shares sold                  419,564           267,783
     Shares issued to
       shareholders on
       reinvestment of
       dividends                  106,326           261,580
     Shares redeemed           (1,237,868)       (2,317,104)
     Net decrease in
       shares outstanding        (711,978)       (1,787,741)
     Proceeds from sale
       of shares             $  4,358,719      $  2,690,780
     Value of reinvested
      dividends                 1,092,017         2,635,861
     Cost of shares
       redeemed               (12,773,834)      (23,241,599)
     Net decrease from
       capital share
       transactions          $ (7,323,098)  $(17,914,958)




                                 Institutional Shares
                             For the Six      For the Period
                             Months Ended     Nov. 2, 1995*
                             June 30, 1996        through
                              (Unaudited)      Dec. 31, 1995

     Shares sold                  576,651           219,797
     Shares issued to
       shareholders on
       reinvestment of
       dividends                    7,645                --
     Shares redeemed              (21,476)          (13,212)
     Net increase in shares
       outstanding                562,820           206,585
     Proceeds from sale
       of shares               $5,996,512        $2,296,015
     Value of reinvested
       dividends                   78,652                --
     Cost of shares
       redeemed                  (227,268)         (139,140)
     Net increase from
       capital share
       transactions            $5,847,896        $2,156,875

- --------------------------------------------------------------------------------
     *Commencement of operations.


                                       11

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (concluded)

D.  Investment Transactions - Purchases and sales of investment securities,
    other than short-term obligations, aggregated $14,943,948 and $16,757,354,
    respectively, for the six months ended June 30, 1996.

    At June 30, 1996, aggregate gross unrealized appreciation for all securities
    in which there is an excess of market value over tax cost was $362,855,  and
    aggregate gross unrealized depreciation for all securities in which there is
    an excess of tax cost over market value was $1,180,269.

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

    Paid-in capital:
      Flag Investors Class A Shares           $61,690,202
      Flag Investors Institutional
        Shares                                  8,004,771
    Accumulated net realized loss from
      security transactions                    (3,389,779)
    Undistributed net investment
      income                                      439,462
    Unrealized depreciation of
      investments                                (817,414)
                                              $65,927,242


                                       12

<PAGE>

                                  [Flag Logo]
                                 FLAG INVESTORS
                         INTERMEDIATE-TERM INCOME FUND
- --------------------------------------------------------------------------------
Directors and Officers

Richard T. Hale                 Paul D. Corbin
Chairman                        Executive Vice President

James J. Cunnane                Gary V. Fearnow
Director                        Vice President

John F. Kroeger                 Edward J. Veilleux
Director                        Vice President

Louis E. Levy                   Brian C. Nelson
Director                        Vice President

Eugene J. McDonald              Monica M. Hausner
Director                        Vice President

W. James Price                  Joseph A. Finelli
Director                        Treasurer

Harry Woolf                     Edward J. Stoken
Director                        Secretary

M. Elliott Randolph, Jr.        Laurie D. DePrine
President                       Assistant Secretary



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

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