Report of Independent Accountants
To the Board of Directors and Shareholders
of Flag Investors Equity Partners Fund, Inc.:
In planning and performing our audit of the financial statements of Flag
Investors Equity Partners Fund, Inc.(the "Fund") for the year ended May 31,
2000, we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, not to provide assurance on internal
control.
The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments
by management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting principles
generally accepted in the United States. Those controls include the
safeguarding of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as
defined above as of May 31, 2000.
This report is intended solely for the information and use of management, the
Board of Directors of Flag Investors Equity Partners Fund, Inc., and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
PricewaterhouseCoopers LLP
Baltimore, Maryland
June 28, 2000
