FLAG INVESTORS REAL ESTATE SECURITIES FUND INC
N-30D, 1997-02-25
Previous: GNA VARIABLE SERIES TRUST, 24F-2NT, 1997-02-25
Next: THERATX INC /DE/, 424B3, 1997-02-25




                                  [Flag Logo]

                                 FLAG INVESTORS

                                      FLAG
                                    INVESTORS
                                   REAL ESTATE
                                   SECURITIES
                                      FUND



                                  ANNUAL REPORT
                                DECEMBER 31, 1996


<PAGE>

REPORT HIGHLIGHTS
- --------------------------------------------------------------------------------

(bullet) Your Fund's Class A Shares achieved a total return of 32.7% for 1996
         and 25.3% (annualized) for the two years since the Fund's inception.

(bullet) Hotel and office companies were the best performing REITs in 1996. All
         REITS except outlet centers performed well.

(bullet) With new development at reasonable levels and rents and occupancies at
         attractive levels, the outlook for real estate remains favorable.

(bullet) The REIT industry should continue to experience strong growth over the
         next few years as a result of the transition of real estate ownership
         from the private market to the public market.

(bullet) We expect a dramatic increase in the size and quality of many real
         estate companies in the next few years.


<PAGE>


FUND PERFORMANCE
- --------------------------------------------------------------------------------

Growth of a $10,000 Investment in Class A Shares*
January 3, 1995-December 31, 1996

               [Graph appears here--plot points are listed below]



$10,000 invested in the Real Estate Securities Fund
Class A Shares at inception on January 3, 1995
was worth $15,684 on December 31, 1996.

                       1/95    $10,000
                       3/95     10,770
                       6/95     11,421
                       9/95     11,993
                      12/95     12,756
                       3/96     13,252
                       6/96     13,329
                       9/96     15,576
                      12/96     15,684


* These figures assume the reinvestment of dividends and capital gains
  distributions and exclude the impact of any sales charge. If the sales charge
  were reflected, the quoted performance would be lower. 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.

                                                                               1


<PAGE>

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

Dear Shareholders:

     We are  pleased  to  submit  to you the  second  annual  report of the Flag
Investors Real Estate Securities Fund.

     The Fund  commenced  operations  on January 3, 1995 with a net asset  value
(NAV) of $10.00 per share.  On December 31, 1996,  the NAVwas $13.89 per Class A
Share and $13.84 per Class B Share.  In 1996,  twelve monthly  dividends and one
capital  gains  distribution  were paid,  totaling  $0.82 for Class A Shares and
$0.748 for Class B Shares.

     The Fund's total return  performance  for the twelve months ended  December
31, 1996 and since its inception are shown in the table below.


Total Return Performance*

<TABLE>
<CAPTION>

                              Class A    Class B    Wilshire Real Estate Securities Index
- -----------------------------------------------------------------------------------------
<S><C>
One Year                        32.7%     31.7%                36.8%
Since Inception** (1/3/95)      25.3%     24.4%                24.7%
</TABLE>

Market Commentary

     REIT  stocks  ended  the year  with a strong,  broad-based  performance  in
November and December.  As a result,  all of the major property sectors,  except
factory outlets, posted outstanding returns in 1996.

     Office  REITs had the highest  total  return  (51.8%) for 1996.  The office
sector  continued to show  improvement  in 1996 with  declines in vacancies  and
increases in rent. In addition,  office REITs were able to acquire a substantial
number of  properties  at  attractive  spreads to their  cost of capital  and at
prices below replacement costs. Industrial REITs (37.0% total return) had a good
year in 1996 as demand,  occupancies  and rents  remained  high in an  excellent
busi-


- --------------
 * These  figures  assume  the   reinvestment  of  dividends  and  capital
   gains distributions  and exclude the impact of any sales  charge.  If the
   sales charge were reflected,  the quoted performance would be lower.
   Performance figures for the classes differ because each class  maintains a
   distinct expense  structure. For  further  details  on  expense  structures,
   please refer  to  the  Fund's prospectus.  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 Wilshire Real Estate
   Securities Index is an unmanaged index that is widely  recognized as an
   indicator of  performance in the real estate sector. Past  performance  is
   not an  indicator  of future  results.  Please  review the Additional
   Performance Information on page 7.
** Annualized.

2


<PAGE>


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

ness  environment  for industrial  properties.  Many of the companies in the
Fund's portfolio invest in both the office and industrial sectors.

     Hotel  REITs had the  second  highest  total  return in 1996  (49.2%).  The
full-service  hotel sector,  which we have  concentrated  on for your portfolio,
continues  to  benefit  from  limited  new  construction,  strong  demand,  high
occupancy  levels and increasing  room rates.  Acquisition  volume remained at a
high level in 1996, and several of the better companies doubled in size.

     Regional mall REITs also had an exceptional  return  (44.8%) in 1996.  This
return is a recovery from a poor year in 1995 and is based on 1996's improvement
in retail  sales and slowdown in  construction  of retail  properties.  The mall
sector was also positively  impacted by high-profile  mergers  involving four of
the largest mall companies.

     Self-storage  REITs (42.0% total return)  continued to show strong external
growth, but internal growth slowed slightly.

     The manufactured  housing sector (34.9% total return)  continued to benefit
from strong demand for home sites and relatively little new development in 1996.

     Retail/neighborhood  and  community  center  REITs had a strong year (33.9%
total  return)  after a poor 1995,  as consumer  spending  and retail sales were
better than expected and new construction began to taper off slightly.

     In the apartment sector (28.4% total return),  the pace of new construction
remained  in  balance  with  growth in demand on a  nationwide  basis.  However,
selected markets were negatively  impacted by temporary  excesses in new supply.
Most apartment companies showed good growth in their operating incomes, although
a few suffered  the effects of too much new  residential  construction  in their
markets.

     Health care REITs (19.9% total return) met their  earnings  targets for the
year. However,  their projected growth rates tend to be lower than those for the
REITs in other  property  types,  and there is less  current  interest  in these
stocks.

                                                                               3

<PAGE>


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

Portfolio

     The  composition  of the Fund's  portfolio  as of  December  31,  1996,  is
illustrated below.


                            [Pie Chart appears here]


Health Care                6%

Hotels                    18%

Factory Outlets            3%

Retail/Neighborhood
 and Community Centers    10%

Self-Storage               6%

Industrial/Office         19%

Manufactured
 Housing                   4%

Regional Malls             8%

Apartments                26%

Compared with the year-end 1995 portfolio, there has been an increase in the
weightings for hotels and office/industrial companies, and a decrease in the
weightings for apartment, shopping center, regional mall and health care REITs.

Outlook

     The current real estate  expansion that began in the early 1990s appears to
be at its  midpoint.  For most  property  types and  markets,  new  construction
continues  to be in line with or below the  growth in  demand.  We  believe  the
expansion  will  continue  into 1997 and 1998,  and we are hopeful  that it will
continue into the next century.

     The equity market capitalization for REITs has increased by 57%, from $49.9
billion in 1995 to $78.3 billion in 1996.  Based on an industry survey conducted
by  Institutional  Real Estate  Newsletter,  it appears that  pension  funds are
planning to put a substantial amount of new money into REITs in 1997.

4


<PAGE>


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

     We continue  to believe  the REIT  industry  will  benefit  from the strong
movement  toward real estate  securitization  in the United States.  Although we
believe  the  total  market  capitalization  of  the  REIT  industry  will  grow
dramatically  by the turn of the  century,  we do not believe that the number of
REITs will increase  substantially.  As a result,  there should be larger,  more
dominant REITs with individual company market  capitalizations at the $1 billion
to $3 billion levels. Our investment strategy is to identify and invest in those
REITs with the  potential  to be the  dominant  companies in the industry in the
early 2000s.

     We thank you for your participation in the Fund.

Very truly yours,


/s/ William K. Morrill, Jr.              /s/ Keith R. Pauley
- ---------------------------              ------------------------
William K. Morrill, Jr.                  Keith R. Pauley
President                                Executive Vice President

January 17, 1997

                                                                               5


<PAGE>



FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------

Dividend Declaration


                             1996 Year-End Dividend

     The Board of  Directors  has  declared  a year-end  per share  distribution
payable on December 30, 1996 to shareholders of record on December 20, 1996.

                                 Class A     Class B
                                 Shares      Shares
                                 -------     -------

Long-term capital gains          $.150       $.150
Short-term capital gains          .070        .070
                                 -----       -----
Total distributions              $.220       $.220

                           Dividends for Calendar 1996

           Total dividends declared for calendar 1996 are as follows:

                                 Class A     Class B
                                 Shares      Shares
                                 -------     -------

Income                            $.585       $.513
Long-term capital gains            .150        .150
Short-term capital gains           .070        .070
Return of capital                  .015        .015
                                  -----       -----
Total distributions               $.820       $.748

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

6


<PAGE>

FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------

Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth of a $10,000 hypothetical investment from the Fund's inception on January
3, 1995 through the most recent  fiscal  year-end and must reflect the impact of
the Fund's total expenses and the currently effective 4.50% maximum sales charge
for the Fund's Class A Shares and 4.00% maximum contingent deferred sales charge
for the Fund's Class B Shares.

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

     The SEC also requires that we report 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 currently effective maximum sales charge.
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.

                                                                               7

<PAGE>

FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------

Additional Performance Information (concluded)

Change in Value of a $10,000 Investment in Class A Shares*
January 3, 1995-December 31, 1996


               [Graph appears here--plot points are listed below]



         Flag Investors          Wilshire
           Real Estate          Real Estate
        Securities Fund      Securities Index

1/95         9,550                10,000
3/95         9,686                10,210
6/95        10,159                10,649
9/95        10,767                11,150
12/95       11,287                11,551
3/96        11,480                12,036
6/96        11,987                12,602
9/96        12,718                13,345
12/96       14,978                15,801



Average Annual Total Return*

Periods Ended 12/31/96           1 Year      5 Years     Since Inception**
- --------------------------------------------------------------------------
Class A Shares                   26.73%        --             22.44%


 * These figures assume the reinvestment of dividends and capital gains
   distributions. Past performance is not an indicator of future results.
** 1/3/95.

8

<PAGE>

FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------

Change in Value of a $10,000 Investment in Class B Shares*
January 3, 1995-December 31, 1996


               [Graph appears here--plot points are listed below]



         Flag Investors          Wilshire
           Real Estate          Real Estate
        Securities Fund      Securities Index

1/95         10,000                10,000
3/95         10,125                10,210
6/95         10,602                10,649
9/95         11,218                11,150
12/95        11,740                11,551
3/96         11,911                12,036
6/96         12,418                12,602
9/96         13,147                13,345
12/96        15,057                15,801


Average Annual Total Return*

Periods Ended 12/31/96            1 Year     5 Years      Since Inception**
- ---------------------------------------------------------------------------
Class B Shares                    28.26%       --              22.78%


 * These figures assume the reinvestment of dividends and capital gains
   distributions. Past performance is not an indicator of future results.
** 1/3/95.

                                                                               9


<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Statement of Net Assets                                        December 31, 1996


<TABLE>
<CAPTION>

                                                       Market    Percent  Unrealized
                                             Market     Value    of Net      Gain/
 Shares           Security                    Price   (Note 1)   Assets     (Loss)
- ------------------------------------------------------------------------------------
<S><C>
 COMMON STOCKS: 98.2%
Real Estate Investment Trusts: 90.7%
  Apartments: 26.1%
 30,400  Avalon Properties, Inc.              $28.75  $  874,000   3.5%   $  246,346
 20,800  Bay Apartment Communities, Inc.       36.00     748,800   3.0       289,828
  8,700  Columbus Realty Trust                 22.75     197,925   0.8        11,640
 16,300  Equity Residential Properties Trust   41.25     672,375   2.7       197,340
 32,300  Evans Withycombe Residential, Inc.    21.00     678,300   2.7        17,941
 23,000  Irvine Apartment Communities, Inc.    25.00     575,000   2.3        95,506
 35,400  Merry Land & Investment
           Company, Inc.                       21.50     761,100   3.0        14,164
 21,400  Oasis Residential, Inc.               22.75     486,850   1.9        14,344
 20,500  Post Properties, Inc.                 40.25     825,125   3.3       153,959
 47,000  United Dominion Realty Trust          15.50     728,500   2.9        65,051
                                                      ----------  ----    ----------
                                                       6,547,975  26.1     1,106,119

  Factory Outlets: 2.6%
 18,700  Chelsea GCA Realty, Inc.              34.63     647,488   2.6       124,168
                                                      ----------  ----    ----------
  Health Care: 5.9%
 18,000  Health Care Property Investors, Inc.  35.00     630,000   2.5        31,254
 35,100  Nationwide Health Properties, Inc.    24.25     851,175   3.4       145,733
                                                      ----------  ----    ----------
                                                       1,481,175   5.9       176,987

  Hotels: 11.4%
 24,600  FelCor Suite Hotels, Inc.             35.38     870,225   3.5       150,043
 26,100  Patriot American Hospitality, Inc.    43.13   1,125,563   4.5       397,357
 15,600  Starwood Lodging Trust                55.13     859,950   3.4       316,053
                                                      ----------  ----    ----------
                                                       2,855,738  11.4       863,453

  Manufactured Housing: 4.4%
 25,500  Manufactured Home
           Communities, Inc.                   23.25     592,875   2.4       133,249
 14,800  Sun Communities, Inc.                 34.50     510,600   2.0       133,571
                                                      ----------  ----    ----------
                                                       1,103,475   4.4       266,820

  Office/Industrial: 18.4%
 14,200  Arden Realty Group, Inc.              27.75     394,050   1.6        70,235
  6,400  Beacon Properties Corporation         36.63     234,400   0.9        68,403
  5,900  Cali Realty Corporation               30.88     182,162   0.7        22,015
</TABLE>

10


<PAGE>



FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                       Market    Percent  Unrealized
                                             Market     Value    of Net      Gain/
 Shares           Security                    Price   (Note 1)   Assets     (Loss)
- ------------------------------------------------------------------------------------
<S><C>
 COMMON STOCKS (continued)
Real Estate Investment Trusts (concluded)
  Office/Industrial (concluded)
  8,700  CarrAmerica Realty Corporation       $29.25  $  254,475   1.0%   $   34,423
 22,400  Duke Realty Investments, Inc.         38.50     862,400   3.4       190,448
 34,900  Highwoods Properties, Inc.            33.75   1,177,874   4.7       234,436
 25,200  Spieker Properties, Inc.              36.00     907,200   3.6       295,527
 18,600  Weeks Corporation                     33.25     618,450   2.5       156,344
                                                      ----------  ----    ----------
                                                       4,631,011  18.4     1,071,831

  Regional Malls: 6.6%
  4,800  Macerich Company                      26.13     125,400   0.5        16,699
 26,268  Simon DeBartolo Group, Inc.           31.00     814,308   3.2       191,137
 56,800  Taubman Centers, Inc.                 12.88     731,300   2.9       155,399
                                                      ----------  ----    ----------
                                                       1,671,008   6.6       363,235

  Retail/Neighborhood and
   Community Centers: 9.7%
 17,500  Developers Diversified
           Realty Corp.                        37.13     649,688   2.6       125,420
 18,000  Federal Realty Investment Trust       27.13     488,250   1.9        96,076
 14,150  Kimco Realty Corporation              34.88     493,481   2.0       111,244
  7,900  Regency Realty Corporation            26.25     207,375   0.8        74,855
 11,600  Vornado Realty Trust                  52.50     609,000   2.4       182,629
                                                      ----------  ----    ----------
                                                       2,447,794   9.7       590,224

 Self-Storage: 5.6%
 19,300  Public Storage, Inc.                  31.00     598,300   2.4       175,932
 10,400  Shurgard Storage Centers,
           Inc.--Class A                       29.63     308,100   1.3        39,246
 12,800  Storage USA, Inc.                     37.63     481,600   1.9        66,644
                                                      ----------  ----    ----------
                                                       1,388,000   5.6       281,822

Real Estate Operating Companies: 7.5%
  Hotels: 6.5%
 29,100  CapStar Hotel Company*                19.63     571,088   2.3        46,379
 47,400  Host Marriott Corp.*                  16.00     758,400   3.0       113,663
  4,000  Interstate Hotels Corporation*        28.25     113,000   0.5        12,669
 11,900  Red Roof Inns, Inc.*                  15.50     184,450   0.7        (4,392)
                                                      ----------  ----    ----------
                                                       1,626,938   6.5       168,319
</TABLE>

                                                                              11


<PAGE>



FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Statement of Net Assets (concluded)

<TABLE>
<CAPTION>

                                                     Market     Percent  Unrealized
                                       Market         Value     of Net      Gain/
 Shares           Security              Price       (Note 1)    Assets     (Loss)
- -----------------------------------------------------------------------------------
<S><C>
 COMMON STOCKS (concluded)
Real Estate Operating Companies (concluded)
  Regional Malls: 1.0%
  8,400  The Rouse Company             $31.75      $   266,700     1.0%    $  71,193
                                                   -----------   -----     ---------
Total Investment in Securities
  (Cost $19,583,131)**                              24,667,302    98.2     5,084,171
Other Assets in Excess of Liabilities, Net             443,768     1.8
                                                   -----------   -----
Net Assets                                         $25,111,070   100.0%
                                                   ===========   =====
Net Asset Value and Redemption Price Per:
  Class A Share
    ($19,816,307 / 1,427,132 shares outstanding)        $13.89
                                                        ======
  Class B Share
    ($5,294,763 / 382,694 shares outstanding)           $13.84***
                                                        ======
Maximum Offering Price Per:
  Class A Share
    ($13.89 / .955)                                     $14.54
                                                        ======
  Class B Share                                         $13.84
                                                        ======
</TABLE>

  * Non-income producing security.
 ** Aggregate cost for federal tax purposes was $19,508,529.
*** Redemption value is $13.29 following a maximum 4% contingent  deferred sales
    charge.

                       See Notes to Financial Statements.

12


<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Statement of Operations

                                                                       For the
                                                                      Year Ended
                                                                       Dec. 31,
- --------------------------------------------------------------------------------
                                                                         1996

Investment Income (Note 1):
   Dividends                                                         $1,051,673
   Interest                                                              12,788
                                                                     ----------
            Total income                                              1,064,461
                                                                     ----------
Expenses:
   Investment advisory fee (Note 2)                                     106,045
   Distribution fees (Note 2)                                            68,483
   Registration fees                                                     47,454
   Legal                                                                 35,482
   Printing and postage                                                  34,446
   Audit                                                                 29,367
   Custodian fees                                                        20,692
   Accounting fee (Note 2)                                               19,225
   Organizational expense (Note 1)                                       18,699
   Transfer agent fees (Note 2)                                          15,522
   Miscellaneous                                                          3,573
   Directors' fees                                                          334
   Insurance                                                                176
                                                                     ----------
            Total expenses                                              399,498
   Less:Fees waived and expenses reimbursed (Note 2)                   (167,868)
                                                                     ----------
            Net expenses                                                231,630
                                                                     ----------
   Net investment income                                                832,831
                                                                     ----------

Realized and unrealized gain on investments:
   Net realized gain from security transactions                         489,391
   Change in unrealized appreciation or depreciation of investments   4,266,134
                                                                     ----------
   Net gain on investments                                            4,755,525
                                                                     ----------
Net increase in net assets resulting from operations                 $5,588,356
                                                                     ==========


                       See Notes to Financial Statements.

                                                                              13



<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets

<TABLE>
<CAPTION>

                                                         For the     For the Period
                                                        Year Ended    Jan. 3, 1995(1)
                                                         Dec. 31,   through Dec. 31,
- -------------------------------------------------------------------------------------
                                                            1996           1995
<S><C>
Increase/(Decrease) in Net Assets:
Operations:
   Net investment income                                 $   832,831   $   353,419
   Net realized gain from security transactions              489,391        47,282
   Change in unrealized appreciation or
     depreciation of investments                           4,266,134       818,037
                                                         -----------   -----------
   Net increase in net assets resulting from operations    5,588,356     1,218,738
                                                         -----------   -----------
Distributions to Shareholders from:
   Net investment income:
     Class A Shares                                         (600,459)     (185,238)(2)
     Class B Shares                                         (158,265)      (92,558)(2)
   Short-term capital gains:
     Class A Shares                                         (100,111)      (27,959)
     Class B Shares                                          (26,298)      (11,617)
   Long-term capital gains:
     Class A Shares                                         (214,377)           --
     Class B Shares                                          (56,352)           --
   Return of capital:
     Class A Shares                                          (21,539)      (31,299)(2)
     Class B Shares                                           (5,650)      (15,293)(2)
                                                         -----------   -----------
   Total distributions                                    (1,183,051)     (363,964)
                                                         -----------   -----------
Capital Share Transactions (Note 3):
   Proceeds from sale of shares                           10,892,733     9,712,132
   Value of shares issued in reinvestment of dividends       974,878       246,856
   Cost of shares repurchased                             (1,349,523)     (726,085)
                                                         -----------   -----------
   Increase in net assets derived from
     capital share transactions                           10,518,088     9,232,903
                                                         -----------   -----------
   Total increase in net assets                           14,923,393    10,087,677

Net Assets:
   Beginning of period                                    10,187,677       100,000(3)
                                                         -----------   -----------
   End of period                                         $25,111,070   $10,187,677
                                                         ===========   ===========
</TABLE>

(1) Commencement of operations.
(2) Distributions  have been  reclassified to reflect the actual return of
    capital amounts for 1995.
(3) On July  28,  1994,  the Fund  sold  10,000  shares  to a subsidiary of
    Alex. Brown & Sons Incorporated for $100,000.


                       See Notes to Financial Statements.

14


<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Financial Highlights--Class A Shares
(For a share outstanding throughout each period)

                                                   For the     For the Period
                                                  Year Ended    Jan. 3, 1995(1)
                                                   Dec. 31,   through Dec. 31,
- --------------------------------------------------------------------------------
                                                      1996        1995

Per Share Operating Performance:
   Net asset value at beginning of period            $ 11.20      $10.00
                                                     -------      ------
Income from Investment Operations:
   Net investment income                                0.61        0.56
   Net realized and unrealized gain
     on investments                                     2.90        1.21
                                                     -------      ------
   Total from Investment Operations                     3.51        1.77
                                                     -------      ------
Less Distributions:
   Dividends from net investment income                (0.58)      (0.49)(2)
   Distributions from net realized short-term gains    (0.07)      (0.05)
   Distributions from net realized long-term gains     (0.15)         --
   Return of capital                                   (0.02)      (0.03)(2)
                                                     -------      ------
   Total distributions                                 (0.82)      (0.57)
                                                     -------      ------
   Net asset value at end of period                  $ 13.89      $11.20
                                                     =======      ======
Total Return(3)                                        32.70%      18.19%
Ratios to Average Daily Net Assets:
   Expenses                                             1.25%(4)    1.25%(4,5,6)
   Net investment income                                5.29%(7)    6.09%(5,6,7)
Supplemental Data:
   Net assets at end of period (000)                 $19,816      $7,171
   Portfolio turnover rate                                23%         28%
   Average commissions per share                      $ 0.07(8)       --

(1) Commencement of operations.
(2) Distributions per share have been reclassified to reflect the actual return
    of capital amounts for 1995.
(3) Total return excludes the effect of sales charge.
(4) Without the waiver of advisory fees and reimbursement of expenses (Note 2),
    the ratio of expenses to average daily net assets would have been 2.28% and
    3.25%  (annualized) for the year ended December 31, 1996 and the period
    ended December 31, 1995, respectively.
(5) Annualized.
(6) Effective January 1, 1996, the Fund's expense and net investment income
    ratios have been based on average daily net assets.  Prior to that date they
    were based on average monthly net assets.  Under the prior method, the ratio
    of expenses to average net assets was 1.19% and the ratio of net  investment
    income to average net assets was 5.95%.
(7) Without the waiver of advisory fees and reimbursement of expenses  (Note 2),
    the ratio of net  investment  income to  average  daily net assets would
    have been 4.26% and 3.89%  (annualized) for the year ended December 31, 1996
    and the period ended December 31, 1995,  respectively.
(8) Disclosure is required for fiscal years  beginning on or after  September 1,
    1995.  Represents average  commission rate per share charged to the Fund on
    purchases and sales of investments during the period.


                       See Notes to Financial Statements.


                                                                              15

<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Financial Highlights--Class B Shares
(For a share outstanding throughout each period)

                                                     For the    For the Period
                                                   Year Ended   Jan. 3, 1995(1)
                                                    Dec. 31,    through Dec. 31,
- --------------------------------------------------------------------------------
                                                      1996           1995
Per Share Operating Performance:
   Net asset value at beginning of period             $11.18      $10.00
                                                      ------      ------
Income from Investment Operations:
   Net investment income                                0.52        0.50
   Net realized and unrealized gain
     on investments                                     2.89        1.20
                                                      ------      ------
   Total from Investment Operations                     3.41        1.70
                                                      ------      ------
Less Distributions:
   Dividends from net investment income                (0.51)      (0.42)(2)
   Distributions from net realized short-term gains    (0.07)      (0.05)
   Distributions from net realized long-term gains     (0.15)         --
   Return of capital                                   (0.02)      (0.05)(2)
                                                      ------      ------
   Total distributions                                 (0.75)      (0.52)
                                                      ------      ------
   Net asset value at end of period                   $13.84      $11.18
                                                      ======      ======

Total Return(3)                                        31.67%      17.40%
Ratios to Average Daily Net Assets:
   Expenses                                             2.00%(4)    2.00%(4,5,6)
   Net investment income                                4.46%(7)    5.39%(5,6,7)
Supplemental Data:
   Net assets at end of period (000)                  $5,295      $3,016
   Portfolio turnover rate                                23%         28%
   Average commissions per share                       $ 0.07(8)      --


(1) Commencement of operations.
(2) Distributions per share have been reclassified to reflect the actual return
    of capital amounts for 1995.
(3) Total return excludes the effect of sales charge.
(4) Without the waiver of advisory fees and  reimbursement  of expenses  (Note
    2), the ratio of  expenses  to average  daily net  assets  would have been
    3.03% and 4.05%  (annualized)  for the year ended  December  31, 1996 and
    the period ended December 31, 1995, respectively.
(5) Annualized.
(6) Effective January 1, 1996, the Fund's expense and net investment income
    ratios have been based on average daily net  assets.  Prior to that date
    they were based on average  monthly net assets. Under the prior  method,
    the ratio of  expenses to average net assets was 1.90% and the ratio of net
    investment  income to average  net  assets  was  5.25%.
(7) Without the waiver of advisory fees and  reimbursement of expenses (Note 2),
    the ratio of net investment income to average daily net assets would have
    been 3.43% and 3.09% (annualized) for the year ended December 31, 1996 and
    the period ended December  31,  1995,  respectively.
(8)  Disclosure  is required for fiscal years beginning on or after September 1,
     1995.  Represents average commission rate per share  charged  to the Fund
     on  purchases  and sales of  investments  during the period.

                       See Notes to Financial Statements.


16

<PAGE>



FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements



NOTE 1--Significant Accounting Policies

     Flag Investors Real Estate Securities Fund, Inc. (the "Fund") was organized
as a Maryland  Corporation  on May 2, 1994 and commenced  operations  January 3,
1995.  The Fund is  registered  under the  Investment  Company  Act of 1940 as a
non-diversified,  open-end management  investment company designed to seek total
return primarily through  investments in equity securities of companies that are
principally engaged in the real estate industry.  The Class A Shares and Class B
Shares have  different  sales  charges and  distribution  fees,  and the Class B
Shares have a contingent deferred sales charge.

     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:

     A.  Security  Valuation--Portfolio  securities  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 its latest bid  quotation.
         Short-term  obligations with maturities of 60 days or less are valued
         at amortized cost.

     B.  Repurchase  Agreements--The  Fund may  agree to  enter  into  tri-party
         repurchase  agreements.  Securities held as collateral for tri-party
         repurchase agreements are maintained by the broker's custodial bank in
         a segregated account until  maturity of the  repurchase  agreement.
         The  agreement  ensures that the market  value  of  the  collateral,
         including  accrued  interest  thereon,  is sufficient in the event of
         default.  If the counterparty  defaults and the value of the
         collateral  declines or if the  counterparty  enters into an
         insolvency proceeding, realization of the collateral by the Fund may be
         delayed or limited.

     C. 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 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 and net realized capital gains.

                                                                              17

<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (continued)

NOTE 1--concluded

     D. 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.   Dividend  income  and distributions  to  shareholders  are
        recorded on the  ex-dividend  date.  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.

        A portion  of the  dividend  income  recorded  by the Fund is from Real
        Estate  Investment  Trusts  ("REITs").  For tax purposes,  a portion of
        these  dividends  consists of capital gains and return of capital.  For
        financial reporting purposes,  these dividends are recorded as dividend
        income, and the investment in the REIT is reported at market value.

NOTE 2--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  and  ABKB/LaSalle
Securities Limited  Partnership is the Fund's  sub-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:  0.65% of the first $100  million,  0.55% of the next
$100 million, 0.50% of the next $100 million and 0.45% of that portion in excess
of $300 million.

     As  compensation  for its  services,  ABKB/LaSallereceives  a fee from ICC,
payable  from  its  advisory  fee,  calculated  daily  and paid  monthly  at the
following annual rates based upon the Fund's average daily net assets:  0.40% of
the first $100 million,  0.35% of the next $100 million,  0.30% of the next $100
million and 0.25% of that portion in excess of $300 million.

18

<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
NOTE 2--concluded

     ICC has agreed to reduce its  aggregate  fees  attributable  to the Fund or
make payments to the Fund, if necessary,  to the extent  required to satisfy any
expense limitations imposed by any securities laws or regulations  thereunder of
any  state in which  the  shares of the Fund are  qualified  for  sale.  ICC has
voluntarily agreed to waive its fees to the extent required to maintain expenses
at no more than 1.25% of the Fund's  average daily net assets for Class A Shares
and 2.00% for Class B Shares.  For the year ended  December 31, 1996, ICC waived
fees of $106,045 and reimbursed expenses of $61,823.

     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 $19,225 for accounting services for the year ended December
31, 1996.

     As compensation for its transfer agent services, ICC receives from the Fund
a per account fee,  calculated daily and paid monthly.  ICC received $15,522 for
transfer agent services for the year ended December 31, 1996.

     As compensation  for providing  distribution  services,  Alex. Brown & Sons
Incorporated  receives  from the Fund an annual fee,  calculated  daily and paid
monthly,  at an annual rate equal to 0.25% of the  average  daily net assets for
Class A Shares  and 1.00%  (includes  0.25%  shareholder  servicing  fee) of the
average  daily net assets for Class B Shares.  For the year ended  December  31,
1996, distribution fees aggregated $68,483, of which $31,554 was attributable to
the Class A Shares and $36,929 was attributable to the Class B Shares.

     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 period January 1, 1996 through  December 31, 1996 was $533, and
the accrued liability was approximately $867.

                                                                              19

<PAGE>

FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Notes to Financial Statements (concluded)

NOTE 3--Capital Share Transactions


     The Fund is  authorized  to issue up to 10  million  shares of $.001 par
value  capital  stock (7  million  Class A, 2 million Class B and 1 million
undesignated). Transactions in shares of the Fund were as follows:


                                                       Class A Shares
                                               ------------------------------
                                                  For the     For the Period
                                                Year Ended   Jan. 3, 1995* to
                                               Dec. 31, 1996   Dec. 31, 1995
                                               ------------- ----------------

Shares sold                                        807,325        655,079
Shares issued to shareholders on
   reinvestment of dividends                        63,818         16,704
Shares redeemed                                    (84,104)       (41,690)
                                                ----------     ----------
Net increase in shares outstanding                 787,039        630,093
                                                ==========     ==========

Proceeds from sale of shares                    $9,428,874     $6,763,257
Value of reinvested dividends                      787,477        178,010
Cost of shares redeemed                         (1,047,300)      (439,765)
                                                ----------     ----------
Net increase from capital share transactions    $9,169,051     $6,501,502
                                                ==========     ==========

                                                       Class B Shares
                                               ------------------------------
                                                  For the     For the Period
                                                Year Ended   Jan. 3, 1995* to
                                               Dec. 31, 1996   Dec. 31, 1995
                                               ------------- ----------------


Shares sold                                        124,181        290,349
Shares issued to shareholders on
   reinvestment of dividends                        15,254          6,473
Shares redeemed                                    (26,509)       (27,054)
                                                ----------     ----------
Net increase in shares outstanding                 112,926        269,768
                                                ==========     ==========

Proceeds from sale of shares                    $1,463,859     $2,948,875
Value of reinvested dividends                      187,401         68,846
Cost of shares redeemed                           (302,223)      (286,320)
                                                ----------     ----------
Net increase from capital share transactions    $1,349,037     $2,731,401
                                                ==========     ==========


*Commencement of operations.

20


<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
NOTE 4--Investment Transactions

     Purchases  and  sales  of  investment  securities,  other  than  short-term
obligations,  aggregated $13,781,802 and $3,606,961,  respectively, for the year
ended December 31, 1996.

     On December 31,  1996,  aggregate  gross  unrealized  appreciation  for all
securities  in which  there was an excess of value over tax cost was  $5,163,165
and aggregate gross unrealized depreciation of all securities in which there was
an excess of tax cost over value was $4,392.

NOTE 5--Net Assets

     On December 31, 1996, net assets consisted of:

Paid-in capital:
   Class A Shares                                               $15,693,112
   Class B Shares                                                 4,058,303
Undistributed net investment income                                 275,484
Unrealized appreciation of investments                            5,084,171
                                                                -----------
                                                                $25,111,070
                                                                ===========

                                                                              21


<PAGE>


FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Report of Independent Accountants


To the Shareholders and Directors of
Flag Investors Real Estate Securities Fund, Inc.:

     We have audited the accompanying  statement of net assets of Flag Investors
Real  Estate  Securities  Fund,  Inc.  as of  December  31, 1996 and the related
statement of operations for the year then ended, the statement of changes in net
assets  for  each of the two  years  in the  period  then  ended  and  financial
highlights  for  each  of the  respective  periods  presented.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards. Those standards required that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation  of investments  owned as of
December 31, 1996, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Flag Investors Real Estate Securities Fund, Inc. as of December 31, 1996 and the
results of its operations for the year then ended, the changes in its net assets
and its financial  highlights for each of the  respective  periods in conformity
with generally accepted accounting principles.


COOPERS & LYBRAND, L.L.P.

Philadelphia, Pennsylvania
February 4, 1997

22


<PAGE>

FLAG INVESTORS REAL ESTATE SECURITIES FUND
- --------------------------------------------------------------------------------
Directors and Officers

                                RICHARD T. HALE
                                    Chairman

                              CHARLES W. COLE, JR.
                                    Director

                              ROBERT S. KILLEBREW
                                    Director

                                JOHN F. KROEGER
                                    Director

                                 LOUIS E. LEVY
                                    Director

                               EUGENE J. MCDONALD
                                    Director

                                REBECCA W. RIMEL
                                    Director

                               CARL W. VOGT, ESQ.
                                    Director

                            WILLIAM K. MORRILL, JR.
                                   President

                                KEITH R. PAULEY
                            Executive Vice President

                                GARY V. FEARNOW
                                 Vice President

                               EDWARD J. VEILLEUX
                                 Vice President

                                SCOTT J. LIOTTA
                                 Vice President

                               JOSEPH A. FINELLI
                                   Treasurer

                                EDWARD J. STOKEN
                                   Secretary

                               LAURIE D. COLLIDGE
                              Assistant Secretary



Investment Objective

A mutual fund designed to seek total return  primarily  through  investments  in
equity  securities of companies that are principally  engaged in the real estate
industry.

                                                                              23



<PAGE>

                      This page intentionally left blank.



<PAGE>


   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>

                                  [Flag Logo]

                                 FLAG INVESTORS

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

                                 Equity Income
                   Flag Investors Real Estate Securities Fund
                      Flag Investors Telephone Income Fund

                                    Balanced
                       Flag Investors Value Builder Fund

                                     Income
                 Flag Investors Short-Intermediate 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
                                  800-767-FLAG

                                Distributed by:
                               ALEX. BROWN &SONS
                                  INCORPORATED


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission