FLAG INVESTORS VALUE BUILDER FUND INC, 485BPOS, 1996-07-29

FLAG INVESTORS VALUE BUILDER FUND INC
485BPOS, 1996-07-29

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<PAGE>

As Filed With the Securities and Exchange Commission on July 29, 1996
===============================================================================
Registration No. 33-46279

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

POST-EFFECTIVE AMENDMENT NO. 7 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

AMENDMENT NO. 9 [X]

FLAG INVESTORS VALUE BUILDER FUND, INC.
(Exact Name of Registrant as Specified in Charter)

135 East Baltimore Street
Baltimore, MD 21202
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (410) 727-1700

Edward J. Veilleux
135 East Baltimore Street
Baltimore, MD 21202
(Name and Address of Agent for Service)

Copy to:
Richard W. Grant, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
- ------------------------------------------------------------------------------

It is proposed that this filing will become effective (check appropriate box)

_____ immediately upon filing pursuant to paragraph (b)
__X__ on August 1, 1996 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on [Date] pursuant to paragraph (a) of rule 485

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

Registrant has elected to maintain registration of an indefinite number of
shares of its Common Stock, $.001 par value, pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Registrant filed its Rule 24f-2 notice for its
fiscal year ended March 31, 1996 on May 23, 1996.

==============================================================================

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
(Class A and Class B Shares)

Cross Reference Sheet

July 29, 1996

Items Required by Form N-1A

Part A Information Required in Prospectus Registration Statement Heading
- ------ ---------------------------------- ------------------------------

<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Fee Table
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Investment Program;
Investment Restrictions;
General Information
Item 5. Management of the Fund Management of the Fund;
Investment Advisor and
Sub Advisor; Distributor;
Custodian, Transfer
Agent and Accounting Services
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities Cover Page;
Dividends and Taxes;
General Information
Item 7. Purchase of Securities Being Offered How to Invest in
the Fund
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Pending Legal Proceedings **

Part B Information Required in a Statement
- ------ of Additional Information
------------------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History General Information
and History
Item 13. Investment Objectives and Policies Investment Objective,
Policies and Risk
Considerations
Item 14. Management of the Fund Management of
the Fund
Item 15. Control Persons and Principal Control Persons and
Holders of Securities Principal Holders of
Securities
</TABLE>

- ---------------
* Information required by Item 5A is contained in Registrant's 1996 Annual
Report to Shareholders.
** Omitted since the answer is negative or the item is not applicable.

<PAGE>

Part A Information Required in Prospectus Registration Statement Heading
- ------ ---------------------------------- ------------------------------
<S> <C> <C>

Item 16. Investment Advisory and Other Investment Advisory and
Services Other Services;
Custodian, Transfer Agent

Item 17. Brokerage Allocation Brokerage

Item 18. Capital Stock and Other Securities Capital Shares; Semi-Annual
Reports and
Accounting Services

Item 19. Purchase, Redemption and Pricing of Valuation of Shares
Securities Being Offered and Redemption
Item 20. Tax Status Federal Tax Treatment of
Dividends and
Distributions
Item 21. Underwriters Distribution of Fund Shares
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statements Financial Statements

Part C Other Information
- ------ -----------------
Part C contains the information required by the items
contained therein under the items set forth in the form.
</TABLE>

- ---------------
* Information required by Item 5A is contained in Registrant's 1996 Annual
Report to Shareholders.
** Omitted since the answer is negative or the item is not applicable.

<PAGE>

LOGO

FLAG INVESTORS

VALUE BUILDER FUND, INC.
(CLASS A AND CLASS B SHARES)

This mutual fund (the "Fund") is designed to maximize total return through
a combination of a long-term growth of capital and current income.

Shares of the Fund are available through Alex. Brown & Sons Incorporated
("Alex. Brown") as well as Participating Dealers and Shareholder Servicing
Agents. This Prospectus relates to Flag Investors Class A Shares ("Class A
Shares") and Flag Investors Class B Shares ("Class B Shares") of the Fund.
The separate classes provide investors with alternatives as to sales load and
Fund expenses. (See "How to Invest in the Fund.")

This Prospectus sets forth basic information that investors should know
about the Fund prior to investing and should be retained for future
reference. A Statement of Additional Information dated August 1, 1996 has
been filed with the Securities and Exchange Commission (the "SEC") and is
hereby incorporated by reference. It is available upon request and without
charge by calling the Fund at (800) 767-FLAG.

THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

LOGO

The date of this Prospectus is August 1, 1996.

<PAGE>

FLAG INVESTORS
VALUE BUILDER FUND, INC.
(CLASS A AND CLASS B SHARES)
135 EAST BALTIMORE STREET
BALTIMORE, MARYLAND 21202

TABLE OF CONTENTS

------

Page
<S> <C>
1. Fee Table .......................................... 2
2. Financial Highlights ............................... 3
3. Investment Program ................................. 6
4. Investment Restrictions ............................ 10
5. How to Invest in the Fund .......................... 10
6. How to Redeem Shares ............................... 18
7. Telephone Transactions ............................. 19
8. Dividends and Taxes ................................ 20
9. Management of the Fund ............................. 21
10. Investment Advisor and Sub-Advisor ................. 22
11. Distributor ........................................ 24
12. Custodian, Transfer Agent and Accounting Services .. 25
13. Performance Information ............................ 25
14. General Information ................................ 27
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY ITS DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. Shares may be offered only to residents of those states
in which such shares are eligible for purchase.

1
<PAGE>

- -------------------------------------------------------------------------------
1. FEE TABLE
- -------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:

<TABLE>
<CAPTION>
Class A Class B
Shares Shares
Initial Sales Deferred
Charge Sales Charge
Alternative Alternative
- ------------------------------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.50%* None
<S> <C> <C>

Maximum Sales Charge Imposed on Reinvested Dividends ......... None None
Maximum Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, whichever is lower) .. 0.50* 4.00%**
- ------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C> <C>
Management Fees ......................................... .86% .86%
12b-1 Fees .............................................. .25% .75%
Other Expenses (including a .25% shareholder servicing fee
for Class B Shares) .................................... .20% .45%***
------- ---------
Total Fund Operating Expenses ........................... 1.31% 2.06%
======= =========
- -------------------------------------------------------------------------------
</TABLE>

* Purchases of $1 million or more of Class A Shares by persons not
otherwise eligible for sale load waivers are not subject to an initial
sales charge, however, a contingent deferred sales charge of .50% may be
imposed on such purchases in the event of redemption within 24 months
following such purchase. (See "How to Invest in the Fund--Offering
Price.")
** A declining contingent deferred sales charge will be imposed on
redemptions of Class B Shares made within six years of purchase. Class B
Shares will automatically convert to Class A Shares six years after
purchase. (See "How to Invest in the Fund -- Class B Shares.")
*** A portion of the shareholder servicing fee is allocated to member firms
of the National Association of Securities Dealers, Inc. and qualified
banks for continued personal service by such members to investors in
Class B Shares, such as responding to shareholder inquiries, quoting net
asset values, providing current marketing materials and attending to
other shareholder matters.

EXAMPLE:

You would pay the following expenses
on a $1,000 investment, assuming (1)
5% annual return and (2) redemption
at the end of each time period: 1 year 3 years 5 years 10 years
- ------------------------------------------------------------------------------------------------
Class A Shares ....................... $ 58 $ 85 $ 116 $ 206
Class B Shares ....................... $ 61 $ 97 $ 137 $ 221*
- ------------------------------------------------------------------------------------------------
You would pay the following expenses
on the same investment, assuming
no redemption:* 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------------------------
Class B Shares .................... $ 21 $ 67 $ 117 $ 221*
- -------------------------------------------------------------------------------------------------
</TABLE>

*Expenses assume that Class B Shares are converted to Class A Shares at the
end of six years. Therefore, the expense figures assume six years of Class B
expenses and four years of Class A expenses.

2
<PAGE>

THE EXPENSES AND EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of the foregoing table is to describe the various costs and
expenses that an investor in the Fund will bear directly and indirectly. A
person who purchases shares of either class through a financial institution
may be charged separate fees by the financial institution. (For more complete
descriptions of the various costs and expenses, see "How to Invest in the
Fund", "Investment Advisor and Sub-Advisor" and "Distributor.") The Expenses
and Example appearing in the table above are based on the Fund's expenses for
the fiscal year ended March 31, 1996 which were 1.31% of the Class A Shares'
average daily net assets and 2.06% of the Class B Shares' average daily net
assets.

The rules of the SEC require that the maximum sales charge be reflected in
the above table. However, certain investors may qualify for reduced sales
charges or no sales charge at all. (See "How to Invest in the Fund -- Class A
Shares.") Due to the continuous nature of Rule 12b-1 fees, long-term
shareholders of the Fund may pay more than the equivalent of the maximum
front-end sales charges permitted by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD Rules").

- ----------------------------------------------------------------------------
2. Financial Highlights

The financial highlights included in the following tables are a part of
the Fund's financial statements for the periods indicated and have been
audited by Coopers & Lybrand L.L.P., independent accountants. The financial
statements and financial highlights for the fiscal year ended March 31, 1996
and the report thereon of Coopers & Lybrand L.L.P. are included in the
Statement of Additional Information. Additional performance information is
contained in the Fund's Annual Report for the fiscal year ended March 31,
1996 which can be obtained at no charge by calling the Fund at (800)
767-FLAG.

3
<PAGE>

(For a share outstanding throughout each period)
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Shares
-------------------------------------------------
For the Period
For the Year Ended March 31, June 15, 1992*
------------------------------- through
1996 1995 1994 March 31, 1993
------ ----- ----- -------------
<S> <C> <C> <C> <C>

Per Share Operating
Performance:
Net asset value at
beginning of
period $12.02 $11.23 $11.25 $10.00
---------- ---------- ---------- --------------
Income from Investment
Operations:
Net investment income 0.36 0.35 0.40 0.18
Net realized and
unrealized
gain/(loss)
on investments 3.03 0.80 (0.04) 1.18
---------- ---------- ---------- --------------
Total from Investment
Operations 3.39 1.15 0.36 1.36
Less Distributions:
Dividends from net
investment income
and short-term
gains (0.41) (0.35) (0.38) (0.11)
Distributions from
net realized
long-term gains (0.32) (0.01) -- --
---------- ---------- ---------- --------------
Total Distributions (0.73) (0.36) (0.38) (0.11)
---------- ---------- ---------- --------------
Net asset value at
end of period $14.68 $12.02 $11.23 $11.25
========== ========== ========== ==============
Total Return** 28.86% 10.57% 3.14% 13.73%
Ratios to Average
Net Assets:
Expenses 1.31% 1.35%(2) 1.35%(2) 1.35%(1)(2)
Net investment income 2.72% 3.07%(3) 3.14%(3) 2.88%(1)(3)
Supplemental Data:
Net assets
at end of period
(000) $200,020 $146,986 $131,097 $83,535
Portfolio turnover
rate 15% 18% 8% 8%
</TABLE>

- ----------
* Commencement of operations.
** Total return represents aggregate total return for the periods indicated
and does not reflect any applicable sales charges.
(1) Annualized.
(2) Without the waiver of advisory fees, the ratio of expenses to average net
assets would have been 1.40%, 1.38% and 1.70% (annualized) for Class A
Shares for the periods ended March 31, 1995, March 31, 1994 and March 31,
1993, respectively.
(3) Without the waiver of advisory fees, the ratio of net investment income
to average net assets would have been 3.02%, 3.11% and 2.53%,
(annualized) for Class A Shares for the periods ended March 31, 1995,
March 31, 1994 and March 31, 1993, respectively.

<PAGE>

(For a share outstanding throughout each period)
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class B Shares
----------------------------------
For the For the Period
Year January 3, 1995*
Ended through
March 31, 1996 March 31, 1995
----------------
<S> <C> <C>
Per Share Operating Performance:
Net asset value at beginning of period $12.01 $11.14
----------------
Income from Investment Operations:
Net investment income 0.21 0.08
Net realized and unrealized gain on
investments 3.05 0.79
----------------
Total from Investment Operations 3.26 0.87
Less Distributions:
Dividends from net investment income and
short- term gains (0.24) --
Distributions from net realized long-term
gains (0.32) --
----------------
Total Distributions (0.56) --
----------------
Net asset value at end of period $14.71 $12.01
================
Total Return** 27.89% 7.81%
Ratios to Average Net Assets:
Expenses 2.06% 2.10%(1)(2)
Net investment income 1.97% 2.94%(1)(3)
Supplemental Data:
Net assets at end of period (000) $4,178 $341
Portfolio turnover rate 15% 18%
</TABLE>

- ------
* Commencement of operations.
** Total return represents aggregate total return for the periods indicated
and does not reflect any applicable sales charges.
(1) Annualized.
(2) Without the waiver of advisory fees the ratio of expenses to average net
assets would have been 2.17% (annualized) for Class B Shares for the
period ended March 31, 1995.
(3) Without the waiver of advisory fees, the ratio of net investment income
to average net assets would have been 2.87% (annualized) for Class B
Shares for the period ended March 31, 1995.

<PAGE>

- -----------------------------------------------------------------------------
3. INVESTMENT PROGRAM
.............................................................................

INVESTMENT OBJECTIVE, POLICIES AND RISK
CONSIDERATIONS

The Fund's investment objective is to maximize total return through a
combination of long-term growth of capital and current income. The Fund seeks
to achieve this objective through a policy of diversified investments in
equity and debt securities, including common stocks, convertible securities
and government and corporate fixed-income obligations. The Fund's investment
objective is a fundamental policy of the Fund and may not be changed without
shareholder approval. There can be no assurance, however, that the Fund will
achieve its investment objective.

Investment Company Capital Corp. ("ICC"), the Fund's investment advisor,
and the Fund's sub-advisor, Alex. Brown Investment Management ("ABIM")
(collectively, the "Advisors"), are responsible for managing the Fund's
investments. (See "Investment Advisor and Sub-Advisor.") The Advisors
consider both the opportunity for gain and the risk of loss in making
investments, and may alter the relative percentages of assets invested in
equity and fixed income securities from time to time, depending on the
judgment of the Advisors as to general market and economic conditions, trends
in yields and interest rates and changes in fiscal and monetary policies.

Under normal market conditions, between 40%-75% of the Fund's total assets
will be invested in common stock and other equity investments (including
preferred stocks, convertible debt, warrants and other securities convertible
into or exchangeable for common stocks). In selecting securities for the
Fund's portfolio, the Advisors expect to apply a "flexible value" approach to
the selection of equity investments. Under this approach, the Advisors will
attempt to identify securities that are undervalued in the marketplace but
will also consider such factors as current and expected earnings, dividends,
cash flows and asset values in their evaluation of a security's investment
potential.

In addition, at least 25% of the Fund's total assets will be invested in
fixed-income securities, defined for this purpose to include non-convertible
corporate debt securities and non-convertible preferred stock, and government
obligations. The average maturity of these investments will vary from time to
time depending on the Advisors' assessment of the relative yields available
on securities of different maturities. It is currently anticipated that

6
<PAGE>

the average maturity of the fixed income securities in the Fund's portfolio
will be between two and ten years under normal market conditions. In general,
non-convertible corporate debt obligations held in the Fund's portfolio will
be rated, at the time of purchase, BBB or higher by Standard & Poor's Ratings
Group ("S&P") or Baa or higher by Moody's Investors Service, Inc. ("Moody's")
or, if unrated by S&P or Moody's, determined to be of comparable quality by
the Advisors under criteria approved by the Board of Directors. Investment
grade securities (securities rated BBB or higher by S&P or Baa or higher by
Moody's) are generally thought to provide the highest credit quality and the
smallest risk of default. Securities rated BBB by S&P or Baa by Moody's have
speculative characteristics. Up to 10% of the Fund's assets may be invested
in lower quality debt obligations (securities rated BB or lower by S&P or Ba
or lower by Moody's). Securities that were investment grade at the time of
purchase but are subsequently downgraded to BB, Ba or lower will be included
in the 10% category. In the event any security owned by the Fund is
downgraded, the Advisors will review the situation and take appropriate
action, but will not be automatically required to sell any such security. If
such a downgrade causes the 10% limit to be exceeded, the Fund will be
precluded from investing further in below investment grade debt securities.
(See "Investments in Non-Investment Grade Securities" below.)

The Fund may also purchase obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities (except that the Fund does not
currently anticipate that it will purchase mortgage-related debt securities),
and may invest in high quality short-term debt securities such as commercial
paper rated A-1 or A-1+ by S&P or P-1 by Moody's.

- -------------------------------------------------------------------------------
INVESTMENTS IN NON-INVESTMENT GRADE SECURITIES

Lower rated debt securities, also known as "junk bonds," are considered to
be speculative and involve greater risk of default or price changes due to
changes in the issuer's creditworthiness. Securities in the lowest rating
category that the Fund may purchase (securities rated D by S&P or C by
Moody's) may present a particular risk of default, or may be in default and
in arrears in payment of principal and interest. In addition, C or D rated
securities may be regarded as having extremely poor prospects of ever
attaining investment standing. Yields and market values of these bonds will
fluctuate over time, reflecting changing interest rates and the market's
perception of credit quality and the outlook for economic growth. When
economic conditions appear to be deteriorating, lower rated bonds may decline
in value, regardless of prevailing interest rates. Accordingly, adverse eco-

7
<PAGE>

nomic developments, including a recession or a substantial period of rising
interest rates, may disrupt the high yield bond market, affecting both the
value and liquidity of such bonds. The market prices of these securities may
fluctuate more than those of higher rated securities and may decline
significantly in periods of general economic difficulty, which may follow
periods of rising interest rates. An economic downturn could adversely affect
the ability of issuers of such bonds to make payments of principal and
interest to a greater extent than issuers of higher rated bonds might be
affected. The ratings categories of S&P and Moody's are described more fully
in the Appendix to the Statement of Additional Information.

The table below provides a summary of ratings assigned by S&P to debt
obligations in the Fund's portfolio. These figures are dollar-weighted
averages of month-end portfolio holdings during the fiscal year ended March
31, 1996, presented as a percentage of total investments. These percentages
are historical and are not necessarily indicative of the quality of current
or future portfolio holdings, which may vary.

<TABLE>
<CAPTION>
S&P
Rating Average
----------- -----------
<S> <C>

AAA ....... 4.73%
AA ........ .52%
A ......... 4.08%
BBB ....... 9.34%
BB ........ 6.31%
B ......... 3.10%
Unrated ... 0%

</TABLE>
.............................................................................

INVESTMENTS IN REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with domestic banks or
broker-dealers deemed creditworthy under guidelines approved by the
Directors. A repurchase agreement is a short-term investment in which the
purchaser (i.e., the Fund) acquires ownership of a debt security, and the
seller agrees to repurchase the obligation at a future time and set price,
usually not more than seven days from the date of purchase, thereby
determining the yield during the purchaser's holding period. The value of the
underlying securities will be at least equal at all times to the total amount
of the repurchase agreement obligation, including the interest factor. If the

8
<PAGE>

seller were to default on its obligation to repurchase the underlying
instrument, the Fund could experience loss due to delay in liquidating the
collateral and to adverse market action.

..............................................................................
INVESTMENTS IN SECURITIES OF FOREIGN ISSUERS

In addition, from time to time, the Advisors may invest up to 10% of the
Fund's total assets in American Depositary Receipts, which are interests in
securities of foreign companies, and in debt and equity securities issued by
foreign corporate and government issuers when the Advisors believe that such
investments provide good opportunities for achieving income and capital gains
without undue risk. Foreign investments involve different risks from
investments in the United States. Accordingly, the Advisors intend to invest
in securities of companies in, and governments of, developed, stable nations,
but there exists the possibility of adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation which could
adversely affect the investments of the Fund in such foreign country.

..............................................................................
OTHER INVESTMENTS

For temporary, defensive purposes the Fund may invest up to 100% of its
assets in high quality short-term money market instruments, and in notes or
bonds issued by the U.S. Treasury Department or by other agencies of the U.S.
Government.

The Fund may write covered call options on common stock which it owns or
has the immediate right to acquire through conversion or exchange of other
securities, provided that any such option is traded on a national securities
exchange. The Fund may also enter into closing transactions with respect to
such options.

In addition, the Fund may invest up to 10% of its net assets in illiquid
securities including (i) repurchase agreements with remaining maturities in
excess of seven days and (ii) no more than 5% of its total assets in
restricted securities. Not included within this limitation are securities
that are not registered under the Securities Act of 1933, as amended (the
"1933 Act"), but that can be offered and sold to qualified institutional
buyers under Rule 144A under the 1933 Act, if the securities are determined
to be liquid. The Board of Directors has adopted guidelines and delegated to
the Advisors, subject to the supervision of the Board of Directors, the daily
function of determining and monitoring the liquidity of Rule 144A securities.
Rule 144A securities may become illiquid if qualified institutional buyers
are not interested in acquiring the securities.

9
<PAGE>

- -----------------------------------------------------------------------------
4. INVESTMENT RESTRICTIONS

The Fund's investment program is subject to a number of restrictions which
reflect both self-imposed standards and federal and state regulatory
limitations. The investment restrictions recited below are matters of
fundamental policy and may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. Accordingly, the Fund will
not:

1) Concentrate 25% or more of its total assets in securities of issuers in
any one industry (for these purposes the U.S. Government and its agencies
and instrumentalities are not considered an industry);

2) Invest in the securities of any single issuer if, as a result, the Fund
would hold more than 10% of the outstanding voting securities of such
issuer;

3) With respect to 75% of its total assets, invest more than 5% of its total
assets in the securities of any single issuer (for these purposes the U.S.
Government and its agencies and instrumentalities are not considered an
issuer); or

4) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only from banks and in an amount not exceeding 10% of
the value of the total assets of the Fund at the time of such borrowing,
provided that, while borrowings by the Fund equalling 5% or more of the
Fund's total assets are outstanding, the Fund will not purchase
securities.

The Fund is subject to further investment restrictions that are set forth
in the Statement of Additional Information.

- ------------------------------------------------------------------------------
5. HOW TO INVEST IN THE FUND

Class A and Class B Shares may be purchased from Alex. Brown, 135 East
Baltimore Street, Baltimore, Maryland 21202, through any securities dealer
which has entered into a dealer agreement with Alex. Brown ("Participating
Dealers") or through any financial institution which has entered into a
Shareholder Servicing Agreement with the Fund ("Shareholder Servicing
Agents"). Shares of either class may also be purchased by completing the
Application Form attached to this Prospectus and returning it, together with
payment of the purchase price (including any applicable front-end sales
charge), to the address shown on the Application Form. Participating Dealers
or Shareholder Servicing Agents and their investment representatives may
receive different levels of compensation depending on which class of shares
they sell.

<PAGE>

The Class A and Class B alternatives permit an investor to choose the
method of purchasing shares that is more beneficial given the amount of the
purchase, the length of time the investor expects to hold the shares, and
other circumstances. Investors should consider whether, during the
anticipated life of their investment in the Fund, the combination of sales
charge and distribution fee on Class A Shares is more favorable than the
combination of distribution/service fees and contingent deferred sales charge
on Class B Shares. In almost all cases, investors planning to purchase
$100,000 or more of Fund shares will pay lower aggregate charges and expenses
by purchasing Class A Shares. Accordingly, the Fund will not accept purchases
for Class B Shares in excess of $100,000 per account. (See "Fee Table.")

The minimum initial investment in shares of either class is $2,000, except
that the minimum initial investment for shareholders of any other Flag
Investors fund or class is $500 and the minimum initial investment for
participants in the Fund's Automatic Investing Plan is $250. Each subsequent
investment must be at least $100 per class, except that the minimum
subsequent investment under the Fund's Automatic Investing Plan is $250 for
quarterly investments and $100 for monthly investments. (See "Purchases
Through Automatic Investing Plan" below.) There is no minimum investment
requirement for qualified retirement plans (i.e., 401(k) plans or pension and
profit sharing plans). IRA accounts are, however, subject to the $2,000
minimum initial investment requirement. There is no minimum investment
requirement for spousal IRA accounts.

The Fund reserves the right to suspend the sale of shares at any time at
the discretion of Alex. Brown and the Advisor. Orders for purchases of shares
are accepted on any day on which the New York Stock Exchange is open for
business (a "Business Day"). Purchase orders for shares will be executed at a
per share purchase price equal to the net asset value next determined after
receipt of the purchase order plus any applicable front-end sales charge (the
"Offering Price") on the date such net asset value is determined (the
"Purchase Date"). Purchases made by mail must be accompanied by payment of
the Offering Price. Purchases made through Alex. Brown or a Participating
Dealer or Shareholder Servicing Agent must be in accordance with such
entity's payment procedures. Alex. Brown may, in its sole discretion, refuse
to accept any purchase order.

11
<PAGE>

given their market value where feasible. If a portfolio security is traded on
a national exchange or on an automated dealer quotation system, such as
NASDAQ, on the valuation date, the last quoted sale price is generally used.
Options are valued at the last reported sale price, or if no sales are
reported, at the average of the last reported bid and asked prices.
Securities or other assets for which market quotations are not readily
available are valued at their fair value as determined in good faith under
procedures established from time to time and monitored by the Fund's Board of
Directors. Debt obligations with maturities of 60 days or less are valued at
amortized cost, which constitutes fair value as determined by the Fund's
Board of Directors. Because of differences between the classes of shares in
distribution/service fees, the net asset value per share of the classes
differs at times.

.............................................................................
OFFERING PRICE

Shares may be purchased from Alex. Brown, Participating Dealers or
Shareholder Servicing Agents at the Offering Price which for Class A Shares
includes a sales charge which is calculated as a percentage of the Offering
Price and for Class B Shares is net asset value.

.............................................................................
CLASS A SHARES

The sales charge on Class A Shares, which decreases as the amount of
purchase increases, is shown below:

<TABLE>
<CAPTION>
Sales Charge
as % of Dealer
------------------------------ Retention
Offering Net Amount as % of
Amount of Purchase Price Invested Offering Price
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 ..... 4.50% 4.71% 4.00%
$50,000 - $99,999 ..... 3.50% 3.63% 3.00%
$100,000 - $249,999 .... 2.50% 2.56% 2.00%
$250,000 - $499,999 .... 2.00% 2.04% 1.50%
$500,000 - $999,999 .... 1.50% 1.52% 1.25%
$1,000,000 and over .... None* None* None*
</TABLE>

- ------
* Purchases of $1 million or more may be subject to a contingent deferred
sales charge. (See below.) Alex. Brown may make payments to dealers in the
amount of 1.00% of the Offering Price.

A shareholder who purchases additional Class A Shares may obtain reduced
sales charges, as set forth in the table above, through a right of
accumulation. In addition, an investor may obtain reduced sales charges as
set forth above through a right of accumulation of purchases of Class A
Shares and purchases of shares of other Flag Investors funds with the same
sales charge and purchases of Class A shares of Flag Investors Intermediate-

12
<PAGE>

Term Income Fund, Inc. and Flag Investors Maryland Intermediate Tax Free
Income Fund, Inc., (the "Intermediate Funds"). The applicable sales charge
will be determined based on the total of (a) the shareholder's current
purchase plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of all Class A Shares and of all Flag Investors
shares described above and any Flag Investors Class D shares held by the
shareholder. To obtain the reduced sales charge through a right of
accumulation, the shareholder must provide Alex. Brown, either directly or
through a Participating Dealer or Shareholder Servicing Agent, as applicable,
with sufficient information to verify that the shareholder has such a right.
The Fund may amend or terminate this right of accumulation at any time as to
subsequent purchases.

The term "purchase" refers to an individual purchase by a single
purchaser, or to concurrent purchases, which will be aggregated, by a
purchaser, the purchaser's spouse and their children under the age of 21
years purchasing Class A Shares for their own account.

An investor may also obtain the reduced sales charges shown above by
executing a written Letter of Intent which states the investor's intention to
invest at least $50,000 within a 13-month period in Class A Shares. Each
purchase of Class A Shares under a Letter of Intent will be made at the
Offering Price applicable at the time of such purchase to the full amount
indicated on the Letter of Intent. A Letter of Intent is not a binding
obligation upon the investor to purchase the full amount indicated. The
minimum initial investment under a Letter of Intent is 5% of the full amount.
Shares purchased with the first 5% of the full amount will be held in escrow
(while remaining registered in the name of the investor) to secure payment of
the higher sales charge applicable to the Class A Shares actually purchased
if the full amount indicated is not invested. Such escrowed shares will be
involuntarily redeemed to pay the additional sales charge, if necessary. When
the full amount indicated has been purchased, the escrowed shares will be
released. An investor who wishes to enter into a Letter of Intent in
conjunction with an investment in Class A Shares may do so by completing the
appropriate section of the Application Form attached to this Prospectus.

No sales charge will be payable at the time of purchase on investments of
$1 million or more of Class A Shares. However, a contingent deferred sales
charge will be imposed on such investments in the event of a redemption
within 24 months following the purchase, at the rate of .50% on the lesser of
the value of the Class A Shares redeemed or the total cost of such shares. No
contingent deferred sales charge will be imposed on purchases of $3 million
or more of Class A Shares redeemed within 24 months of pur-

13
<PAGE>

chase if the Participating Dealer and Alex. Brown have entered into an
agreement under which the Participating Dealer agrees to return any payments
received on the sale of such shares. In determining whether a contingent
deferred sales charge is payable, and, if so, the amount of the charge, it is
assumed that Class A Shares not subject to such charge are the first redeemed
followed by other Class A Shares held for the longest period of time.

The Fund may sell Class A Shares at net asset value (without sales charge)
to the following: (i) banks, bank trust departments, registered investment
advisory companies, financial planners and broker-dealers purchasing shares
on behalf of their fiduciary and advisory clients, provided such clients have
paid an account management fee for these services (investors may be charged a
fee if they effect transactions in Fund shares through a broker or agent);
(ii) qualified retirement plans; (iii) participants in a Flag Investors fund
payroll savings plan program; (iv) investors who have redeemed Class A
Shares, or shares of any other mutual fund in the Flag Investors family of
funds with the same sales charges, or who have redeemed Class A shares of the
Intermediate Funds which they had held for at least 24 months prior to
redemption, in an amount that is not more than the total redemption proceeds,
provided that the purchase is within 90 days after the redemption; and (v)
current or retired Directors of the Fund and directors and employees (and
their immediate families) of Alex. Brown, Participating Dealers and their
respective affiliates.

Class A Shares may also be purchased through a Systematic Purchase Plan.
An investor who wishes to take advantage of such a plan should contact Alex.
Brown, a Participating Dealer or Shareholder Servicing Agent.

CLASS B SHARES

No sales charge will be payable at the time of purchase of Class B Shares.
However, a contingent deferred sales charge will be imposed on certain Class
B Shares redeemed within six years of purchase. The charge is assessed on an
amount equal to the lesser of the then-current market value of the Class B
Shares redeemed or the total cost of such shares. Accordingly, the contingent
deferred sales charge will not be applied to dollar amounts representing an
increase in the net asset values above the initial purchase price of the
shares being redeemed. In addition, no charge is assessed on redemptions of
Class B Shares derived from reinvestment of dividends or capital gains
distributions.

In determining whether the contingent deferred sales charge is applicable
to a redemption, the calculation is made in the manner that results in

14
<PAGE>

the lowest possible rate. Therefore, it is assumed that the redemption is
first of any Class B Shares in the shareholder's account that represent
reinvested dividends and distributions and second of Class B Shares held the
longest during the six year period. The amount of the contingent deferred
sales charge, if any, will vary depending on the number of years from the
time of payment for the purchase of Class B Shares until the redemption of
such shares (the "holding period"). For purposes of determining this holding
period, all payments during a month are aggregated and deemed to have been
made on the first day of the month. The following table sets forth the rates
of the contingent deferred sales charge.

<TABLE>
<CAPTION>
Year Since Purchase Contingent Deferred Sales Charge
Payment was Made (as a percentage of the dollar amount
subject to charge)
- ------------------------------------------------------------------------------
<S> <C>
First ................. 4.0%
Second ................ 4.0%
Third ................. 3.0%
Fourth ................ 3.0%
Fifth ................. 2.0%
Sixth ................. 1.0%
Thereafter ............ None*
</TABLE>

- ------------------------------------------------------------------------------
* As described more fully below, Class B Shares automatically convert to
Class A Shares six years after the beginning of the calendar month in which
the purchase order is accepted.

Waiver of Contingent Deferred Sales Charge. The contingent deferred sales
charge will be waived on the redemption of Class B Shares (i) following the
death or initial determination of disability (as defined in the Internal
Revenue Code of 1986, as amended) of a shareholder; or (ii) to the extent
that the redemption represents a minimum required distribution from an
individual retirement account or other retirement plan to a shareholder who
has attained the age of 70 1/2 . The waiver with respect to (i) above is only
applicable in cases where the shareholder account is registered (a) in the
name of an individual person, (b) as a joint tenancy with rights of
survivorship, (c) as community property or (d) in the name of a minor child
under the Uniform Gifts or Uniform Transfers to Minors Act. A shareholder, or
his or her representative, must notify the Fund's transfer agent (the
"Transfer Agent") prior to the time of redemption if such circumstances exist
and the shareholder is eligible for this waiver. For information on the
imposition and waiver of the contingent deferred sales charge, contact the
Transfer Agent at (800) 553-8080.

Automatic Conversion to Class A Shares. Six years after the beginning of
the calendar month in which the purchase order for Class B Shares is
accepted, such Class B Shares will automatically convert to Class A Shares
and will no longer be subject to the higher distribution and service fees.

15
<PAGE>

Such conversion will be on the basis of the relative net asset values of the
two classes, without the imposition of any sales load, fee or other charge.
The conversion is not a taxable event to the shareholder.

For purposes of conversion to Class A Shares, shares received as dividends
and other distributions paid on Class B Shares in the shareholder's account
will be considered to be held in a separate sub-account. Each time any Class
B Shares in the shareholder's account (other than those in the sub-account)
convert to Class A Shares, an equal pro rata portion of the Class B Shares in
the sub-account will also convert to Class A Shares.

Class B Shares may also be purchased through a Systematic Purchase Plan.
An investor who wishes to take advantage of such a plan should contact Alex.
Brown or a Participating Dealer or Shareholder Servicing Agent.

............................................................................
PURCHASES BY EXCHANGE

As permitted pursuant to any rule, regulation or order promulgated by the
SEC, shareholders of other Flag Investors funds may exchange their shares of
those funds for an equal dollar amount of Fund shares of the same class with
the same sales load structure. Shares issued pursuant to this offer will not
be subject to the sales charges described above or any other charge. In
addition, shareholders of Class A shares of the Intermediate Funds may
exchange into Class A Shares upon payment of the difference in sales charges,
as applicable, except that the exchange will be made at net asset value if
the shares of such funds have been held for more than 24 months. Shareholders
of Flag Investors Cash Reserve Prime Class A Shares may exchange into Class A
Shares upon payment of the difference in sales charges, as applicable, or
into Class B Shares at net asset value, subject thereafter to any applicable
contingent deferred sales charge.

When a shareholder acquires Fund shares through an exchange from another
fund in the Flag Investors family of funds, the Fund will combine the period
for which the original shares were held prior to the exchange with the
holding period of the shares acquired in the exchange for purposes of
determining what, if any, contingent deferred sales charge is applicable upon
a redemption of any such shares.

The net asset value of shares purchased and redeemed in an exchange
request received on a Business Day will be determined on the same day,
.provided that the exchange request is received prior to 4:00 p.m. (Eastern
Time) or the close of the New York Stock Exchange, whichever is earlier.
Exchange requests received after 4:00 p.m. (Eastern Time) will be effected on
the next Business Day.

16
<PAGE>

Shareholders of any mutual fund not affiliated with the Fund, who have
paid a sales charge may exchange shares of such fund for an equal dollar
amount of Class A Shares by submitting to Alex. Brown or a Participating
Dealer the proceeds of the redemption of such shares, together with evidence
of the payment of a sales charge and the source of such proceeds. Class A
Shares issued pursuant to this offer will not be subject to the sales charges
described above or any other charge.

The exchange privilege with respect to other Flag Investors funds may also
be exercised by telephone. (See "Telephone Transactions" below.) The exchange
privilege may be exercised only in those states where the class of shares of
such other funds may legally be sold. Investors should receive and read the
applicable prospectus prior to tendering shares for exchange. The Fund may
modify or terminate this offer of exchange at any time on 60 days' prior
written notice to shareholders.

............................................................................

PURCHASES THROUGH AUTOMATIC INVESTING PLAN

Shareholders may purchase either Class A Shares or Class B Shares
regularly by means of an Automatic Investing Plan with a pre-authorized check
drawn on their checking accounts. Under this plan, the shareholder may elect
to have a specified amount invested monthly or quarterly in either Class A
Shares or Class B Shares. The amount specified by the shareholder will be
withdrawn from the shareholder's checking account using the pre-authorized
check. This amount will be invested in the class of shares selected by the
shareholder at the applicable Offering Price determined on the date the
amount is available for investment. Participation in the Automatic Investing
Plan may be discontinued either by the Fund or the shareholder upon 30 days'
prior written notice to the other party. A shareholder who wishes to enroll
in the Automatic Investing Plan or who wishes to obtain additional purchase
information may do so by completing the appropriate section of the
Application Form attached to this Prospectus.

............................................................................

PURCHASES THROUGH DIVIDEND REINVESTMENT

Shareholders may elect to have their distributions (capital gains and/or
dividend income) paid by check or reinvested in additional Fund shares of the
same class. Unless the shareholder elects otherwise, all income and capital
gains distributions will be reinvested in additional Fund shares at net asset
value, without a sales charge. Shareholders may elect to terminate automatic
reinvestment by giving written notice to the Fund's transfer agent (the
"Transfer Agent"), (see "Custodian, Transfer Agent and Accounting Services"),
either directly or through their Participating Dealer or Shareholder Servicing
Agent, at least five days before the next date on which dividends or
distributions will be paid.

17
<PAGE>

Alternately, shareholders may have their distributions invested in shares
of other funds in the Flag Investors family of funds. Shareholders who are
interested in this option should call (800) 553-8080 for additional
information.

- ----------------------------------------------------------------------------
6. HOW TO REDEEM SHARES

Shareholders may redeem all or part of their investments on any Business Day
by transmitting a redemption order through Alex. Brown, a Participating Dealer,
a Shareholder Servicing Agent or by regular or express mail to the Transfer
Agent. Shareholders may also redeem shares of either class by telephone (in any
amount up to $50,000). (See "Telephone Transactions" below.) A redemption order
is effected at the net asset value per share (reduced by any applicable
contingent deferred sales charge) next determined after receipt of the order
(or, if stock certificates have been issued for the shares to be redeemed, after
the tender of the stock certificates for redemption). Redemption orders received
after 4:00 p.m. (Eastern Time) will be effected at the net asset value next
determined on the following Business Day. Payment for redeemed shares will be
made by check and will be mailed within seven days after receipt of a duly
authorized telephone redemption request or of a redemption order fully completed
and, as applicable, accompanied by the documents described below:

1) A letter of instructions, specifying the shareholder's account number with
a Participating Dealer, if applicable, and the number of shares or dollar
amount to be redeemed, signed by all owners of the shares in the exact
names in which their account is maintained;

2) For redemptions in excess of $50,000, a guarantee of the signature of each
registered owner by a member of the Federal Deposit Insurance Corporation,
a trust company, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association;

3) If shares are held in certificate form, stock certificates either properly
endorsed or accompanied by a duly executed stock power for shares to be
redeemed; and

4) Any additional documents required for redemption by corporations,
partnerships, trusts or fiduciaries.

Dividends payable up to the date of redemption of shares will be paid on
the next dividend payable date. If all of the shares in a shareholder's
account have been redeemed on a dividend payable date, the dividend will be
remitted by check to the shareholder.

18
<PAGE>

The Fund has the power, under its Articles of Incorporation to redeem
shareholder accounts amounting to less than $500 (as a result of redemptions)
upon 60 days' written notice.

.............................................................................

SYSTEMATIC WITHDRAWAL PLAN

Shareholders who hold Class A Shares or Class B Shares having a value of
$10,000 or more may arrange to have a portion of their shares redeemed
monthly or quarterly under the Fund's Systematic Withdrawal Plan. Such
payments are drawn from income dividends, and to the extent necessary, from
share redemptions (which would be a return of principal and, if reflecting a
gain, would be taxable). If redemptions continue, a shareholder's account may
eventually be exhausted. Because Class A Share purchases include a sales
charge that will not be recovered at the time of redemption, a shareholder
should not have a withdrawal plan in effect at the same time he is making
recurring purchases of Class A Shares. In addition, Class B Shares may be
subject to a contingent deferred sales charge upon redemption. (See "How to
Invest in the Fund -- Class B Shares.") A shareholder who wishes to enroll in
the Fund's Systematic Withdrawal Plan may do so by completing the appropriate
section of the Application Form attached to this Prospectus.

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

7. TELEPHONE TRANSACTIONS

Shareholders may exercise the exchange privilege with respect to other
Flag Investors funds, or redeem shares of either class in amounts up to
$50,000, by notifying the Transfer Agent by telephone at (800) 553-8080 on
any Business Day between the hours of 8:30 a.m. and 5:30 p.m. (Eastern Time)
or by regular or express mail at its address listed under "Custodian,
Transfer Agent and Accounting Services." Telephone transaction privileges are
automatic. Shareholders may specifically request that no telephone
redemptions or exchanges be accepted for their accounts. This election may be
made on the Application Form or at any time thereafter by completing and
returning appropriate documentation supplied by the Transfer Agent.

A telephone exchange or redemption placed by 4:00 p.m. (Eastern Time) or
the close of the New York Stock Exchange, whichever is earlier, is effective
that day. Telephone orders placed after 4:00 p.m. (Eastern Time) will be
effected at the net asset value (less any applicable contingent deferred
sales charge on redemptions) as next determined on the following Business
Day.

The Fund and the Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine.

19
<PAGE>

These procedures include requiring the investor to provide certain personal
identification information at the time an account is opened and prior to
effecting each transaction requested by telephone. In addition, all telephone
transaction requests will be recorded and investors may be required to
provide additional telecopied instructions of such transaction requests. The
Fund or the Transfer Agent may be liable for any losses due to unauthorized
or fraudulent telephone instructions if either of them does not employ these
procedures. If these procedures are employed, neither the Fund nor the
Transfer Agent will be responsible for any loss, liability, cost or expense
for following instructions received by telephone that either of them
reasonably believes to be genuine. During periods of extreme economic or
market changes, shareholders may experience difficulty in effecting telephone
transactions. In such event, requests should be made by regular or express
mail. Shares held in certificate form may not be exchanged or redeemed by
telephone. (See "How to Invest in the Fund -- Purchases by Exchange" and "How
to Redeem Shares.")

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

8. DIVIDENDS AND TAXES

..............................................................................
DIVIDENDS AND DISTRIBUTIONS

The Fund's policy is to distribute to shareholders substantially all of
its taxable net investment income in the form of quarterly dividends. The
Fund may distribute to shareholders any taxable net capital gains on an
annual basis or, alternatively, may elect to retain net capital gains and pay
tax thereon.

..............................................................................
TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

The following is only a general summary of certain federal income tax
considerations affecting the Fund and the shareholders. No attempt is made to
present a detailed explanation of the tax treatment of the Fund or the
shareholders, and the discussion here is not intended as a substitute for
careful tax planning.

The following summary is based on current tax laws and regulations, which
may be changed by legislative, judicial, or administrative action. The
Statement of Additional Information sets forth further information concerning
taxes.

20
<PAGE>

to shareholders. Shareholders, unless otherwise exempt, generally will be
subject to income tax on the amounts so distributed regardless of whether
such distributions are paid in cash or reinvested in additional shares.

Distributions from the Fund out of net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if any, will be
taxed to shareholders as long-term capital gains regardless of the length of
time the shareholder has held the shares. All other income distributions will
be taxed to shareholders as ordinary income. Corporate shareholders may be
entitled to the dividends received deduction on a portion of dividends
received from the Fund. Shareholders will be advised annually as to the tax
status of all distributions.

Ordinarily, shareholders will include all dividends declared by the Fund
as income in the year of payment. However, dividends declared payable to
shareholders of record in December of one year, but paid in January of the
following year, will be deemed for tax purposes to have been received by the
shareholders and paid by the Fund in the year in which the dividends were
declared.

The Fund intends to make sufficient distributions of its ordinary income
and capital gain net income prior to the end of each calendar year to avoid
liability for federal excise tax.

A sale, exchange, or redemption of shares is a taxable event for the
shareholder.

Shareholders are encouraged to consult with their tax advisors concerning
the application of the rules described above to their particular
circumstances and the application of state and local taxes to an investment
in the Fund.
- ------------------------------------------------------------------------------

9. MANAGEMENT OF THE FUND

The overall business and affairs of the Fund are managed by its Board of
Directors. The Board approves all significant agreements between the Fund and
persons or companies furnishing services to the Fund, including the Fund's
agreements with its investment advisor, sub-advisor, distributor, custodian
and transfer agent. The day-to-day operations of the Fund are delegated to
the Fund's executive officers, to the Fund's investment advisor, ICC, to its
sub-advisor, ABIM, and to the Fund's distributor, Alex. Brown. Three
Directors and all of the officers of the Fund are officers or employees of
ICC, ABIM or Alex. Brown. The other Directors of the Fund have no affiliation
with ICC, ABIM or Alex. Brown.

21
<PAGE>

The Fund's Directors and officers are as follows:

<S> <C> <C> <C>
*Truman T. Semans Chairman Hobart C. Buppert, II Executive Vice President
*W. James Price Director Lee S. Owen Executive Vice President
*Richard T. Hale Director Bruce E. Behrens Vice President
James J. Cunnane Director Edward J. Veilleux Vice President
John F. Kroeger Director Gary V. Fearnow Vice President
Louis E. Levy Director Brian C. Nelson Vice President
Eugene J. McDonald Director Joseph A. Finelli Treasurer
Harry Woolf Director Edward J. Stoken Secretary
J. Dorsey Brown, III President Laurie D. DePrine Assistant Secretary

</TABLE>

- ------
* Messrs. Semans, Price and Hale are Directors who are "interested persons"
of the Fund within the meaning of Section 2(a)(19) under the Investment
Company Act.
- ------------------------------------------------------------------------------

10. INVESTMENT ADVISOR AND SUB-ADVISOR

ICC is the Fund's investment advisor and ABIM is the Fund's sub- advisor.
ICC is also the investment advisor to, and Alex. Brown acts as distributor
for other mutual funds in the Flag Investors family of funds and Alex. Brown
Cash Reserve Fund, Inc., which funds had approximately $4.9 billion of net
assets as of May 31, 1996. ABIM is a registered investment advisor with
approximately $4.9 billion under management as of May 31, 1996.

Pursuant to the terms of the Investment Advisory Agreement, ICC supervises
and manages all of the Fund's operations. Under the Investment Advisory and
Sub-Advisory Agreements, ICC delegates to ABIM certain of its duties,
provided that ICC continues to supervise the performance of ABIM and report
thereon to the Fund's Board of Directors. Pursuant to the terms of the
Sub-Advisory Agreement, ABIM is responsible for decisions to buy and sell
securities for the Fund, for broker-dealer selection, and for negotiation of
commission rates under standards established and periodically reviewed by the
Board of Directors. The Board has established procedures under which ABIM may
allocate transactions to Alex. Brown, provided that compensation to Alex.
Brown on each transaction is reasonable and fair compared to the commission,
fee or other remuneration received or to be received by other broker-dealers
in connection with comparable transactions involving similar securities
during a comparable period of time. In addition, consistent with NASD Rules,
and subject to seeking the most favorable price and execution available and
such other policies as the Board may determine, ABIM may consider services in
connection with the sale of shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund.

22
<PAGE>

As compensation for its services for the fiscal year ended March 31, 1996,
ICC received from the Fund a fee equal to .86% of the Fund's average daily net
assets and, for the same period, ICC paid ABIM a fee equal to .64% of the
Fund's average daily net assets. The fee paid to ICC is higher than that paid
by most mutual funds.

ICC is an indirect subsidiary of Alex. Brown Incorporated (described below).
ABIM is a limited partnership affiliated with Alex. Brown & Sons Incorporated
("Alex. Brown"). Buppert, Behrens & Owen, Inc., a company organized and owned by
three employees of ABIM, owns a 49% limited partnership interest and a 1%
general partnership interest in ABIM. Alex. Brown owns a 1% general partnership
interest in ABIM and Alex. Brown Incorporated owns the remaining 49% limited
partnership interest. The address of both ICC and ABIM is 135 East Baltimore
Street, Baltimore, Maryland 21202.

ICC also serves as the Fund's transfer and dividend disbursing agent and
provides accounting services to the Fund. (See "Custodian, Transfer Agent and
Accounting Services.")

.............................................................................
PORTFOLIO MANAGERS

Messrs. J. Dorsey Brown, III, the Fund's President, and Hobart C. Buppert,
II and Lee S. Owen, Executive Vice Presidents of the Fund, have shared
primary responsibility for managing the Fund's assets since inception.

J. Dorsey Brown, III -- 29 Years Investment Experience

Dorsey Brown is the Chief Executive Officer of ABIM, which he founded in
1974. From 1967 to 1974, he was a member of the Research and Investment
Advisory Department of the Baltimore-based investment firm, Robert Garrett &
Sons. Mr. Brown received his B.A. from Trinity College in Hartford,
Connecticut, in 1962 and studied at New York University Business School in
1966. He is a member of the Baltimore Security Analysts Society and the
Financial Analysts Federation.

Hobart C. Buppert, II -- 24 Years Investment Experience

Mr. Buppert has been a Vice President of ABIM since 1980. Prior to joining
ABIM, Mr. Buppert worked as a Portfolio Manager for T. Rowe Price Associates
from 1976 to 1980 and as a Portfolio Manager and Research Analyst for the
Equitable Trust Company from 1972 to 1976. Mr. Buppert received his B.A and
M.B.A. degrees from Loyola College in 1970 and 1974. He is a member of the
Baltimore Security Analysts Society and the Financial Analysts Federation.

23
<PAGE>

Lee S. Owen -- 23 Years Investment Experience

Lee Owen joined ABIM as a Vice President in 1983. From 1972 to 1983, Mr.
Owen was a Vice President and Portfolio Manager for T. Rowe Price Associates.
Mr. Owen is a 1970 graduate of Williams College and received his M.B.A. from
the University of Virginia in 1972. He is a member of the Baltimore Security
Analysts Society and the Financial Analysts Federation.

- ------------------------------------------------------------------------------
11. DISTRIBUTOR

Alex. Brown acts as distributor of each class of the Fund's shares. Alex.
Brown is an investment banking firm which offers a broad range of investment
services to individual, institutional, corporate and municipal clients. It is
a wholly-owned subsidiary of Alex. Brown Incorporated which has engaged
directly and through subsidiaries and affiliates in the investment business
since 1800. Alex. Brown is a member of the New York Stock Exchange and other
leading securities exchanges. Headquartered in Baltimore, Maryland, Alex.
Brown has offices throughout the United States and, through subsidiaries,
maintains offices in London, England, Geneva, Switzerland and Tokyo, Japan.

The Fund has adopted two separate Distribution Agreements and related
Plans of Distribution, one with respect to the Class A Shares and one with
respect to the Class B Shares (the "Plans"), pursuant to Rule 12b-1 under the
Investment Company Act. In addition, the Fund may enter into Shareholder
Servicing Agreements with certain financial institutions, such as banks, to
act as Shareholder Servicing Agents, pursuant to which Alex. Brown will
allocate a portion of its distribution fee as compensation for such financial
institutions' ongoing shareholder services. Such financial institutions may
impose separate fees in connection with these services and investors should
review this Prospectus in conjunction with any such institution's fee
schedule. In addition, financial institutions may be required to register as
dealers pursuant to state securities laws. Amounts allocated to any
Participating Dealer or Shareholder Servicing Agent may not exceed amounts
payable to Alex. Brown under the Plans with respect to shares held by or on
behalf of customers of such entities.

As compensation for providing distribution services for the Class A Shares
for the fiscal year ended March 31, 1996, Alex. Brown received a fee equal to
.25% of the average daily net assets of the Class A Shares.

As compensation for providing distribution and shareholder service for the
Class B Shares for the fiscal year ended March 31, 1996, Alex. Brown received
a distribution fee equal to .75% of the Class B Shares' average daily

24
<PAGE>

net assets and a shareholder servicing fee equal to .25% of the Class B
Shares' average daily net assets. The distribution fee is used to compensate
Alex. Brown for its services and expenses in distributing the Class B Shares.
The shareholder servicing fee is used to compensate Alex. Brown,
Participating Dealers and Shareholder Servicing Agents for services provided
and expenses incurred in maintaining shareholder accounts, responding to
shareholder inquiries and providing information on their investments.

Payments under the Plans are made as described above regardless of Alex.
Brown's actual cost of providing distribution services and may be used to pay
Alex. Brown's overhead expenses. If the cost of providing distribution
services to the Fund in connection with the sale of the Class A Shares is
less than .25% of the Class A Shares' average daily net assets for any period
or in connection with the sale of the Class B Shares is less than .75% of the
Class B Shares' average daily net assets for any period, the unexpended
portion of the distribution fees may be retained as profit by Alex. Brown.
Alex. Brown will from time to time and from its own resources pay or allow
additional discounts or promotional incentives in the form of cash or other
compensation (including merchandise or travel) to Participating Dealers.

The address of Alex. Brown is 135 East Baltimore Street, Baltimore,
Maryland 21202.

- -----------------------------------------------------------------------------
12. CUSTODIAN, TRANSFER AGENT AND ACCOUNTING SERVICES

PNC Bank, National Association ("PNC Bank"), a national banking
association with offices at Airport Business Park, 200 Stevens Drive, Lester,
Pennsylvania 19113, acts as custodian of the Fund's assets. Investment
Company Capital Corp., 135 East Baltimore Street, Baltimore, Maryland 21202
(telephone: (800) 553-8080), is the Fund's transfer and dividend disbursing
agent and provides accounting services to the Fund. As compensation for
providing accounting services for the fiscal year ended March 31, 1996, ICC
received from the Fund a fee equal to .04% of the Fund's average daily net
assets. (See the Statement of Additional Information.) ICC also serves as the
Fund's investment advisor.

- -----------------------------------------------------------------------------
13. PERFORMANCE INFORMATION

From time to time, the Fund may advertise its performance, including
comparisons with other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the
average annual total return, net of the Fund's maximum sales charge

25
<PAGE>

imposed on Class A Shares or including the contingent deferred sales charge
imposed on Class B Shares redeemed at the end of the specified period covered
by the total return figure, over one, five and ten year periods or, if such
periods have not yet elapsed, shorter periods corresponding to the life of
the Fund. Such total return quotations will be computed by finding average
annual compounded rates of return over such periods that would equate an
assumed initial investment of $1,000 to the ending redeemable value, net of
the maximum sales charge and other fees according to the required
standardized calculation. The standardized calculation is required by the SEC
to provide consistency and comparability in investment company advertising
and is not equivalent to a yield calculation. If the Fund compares its
performance to other funds or to relevant indices, the Fund's performance
will be stated in the same terms in which such comparative data and indices
are stated, which is normally total return rather than yield. For these
purposes, the performance of the Fund, as well as the performance of such
investment companies or indices, may not reflect sales charges, which, if
reflected, would reduce performance results.

The performance of the Fund may be compared to data prepared by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc. and Morningstar
Inc, independent services which monitor the performance of mutual funds. The
performance of the Fund may also be compared to the Lehman Brothers Government
Corporate Bond Index, the Consumer Price Index, the return on 90 day U.S.
Treasury bills, long-term U.S. Treasury bonds, bank certificates of deposit,
the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average.
The Fund may also use total return performance data as reported in the
following national financial and industry publications that monitor the
performance of mutual funds: Money Magazine, Forbes, Business Week, Barron's,
Investor's Daily, IBC/Donoghue's Money Fund Report and The Wall Street
Journal.

Performance will fluctuate, and any statement of performance should not be
considered as representative of the future performance of the Fund.
Shareholders should remember that performance is generally a function of the
type and quality of instruments held by the Fund, operating expenses and
market conditions. Any fees charged by banks with respect to customer
accounts through which shares may be purchased, although not included in
calculations of performance, will reduce performance results.

26
<PAGE>

- -----------------------------------------------------------------------------
14. GENERAL INFORMATION

.............................................................................
CAPITAL SHARES

The Fund was incorporated under the laws of the State of Maryland on March
5, 1992 and is authorized to issue thirty-five million shares of capital
stock, with a par value of $.001 per share. Shares of the Fund have equal
rights with respect to voting. Voting rights are not cumulative, so the
holders of more than 50% of the outstanding shares voting together for the
election of Directors may elect all the members of the Board of Directors of
the Fund. In the event of liquidation or dissolution of the Fund, each share
is entitled to its pro rata portion of the Fund's assets after all debts and
expenses have been paid.

The Board of Directors is authorized to establish additional series of
shares of capital stock, each of which would evidence interests in a separate
portfolio of securities, and separate classes of each series of the Fund. The
Shares offered by this Prospectus have been designated "Flag Investors Value
Builder Fund Class A Shares" and "Flag Investors Value Builder Fund Class B
Shares." The Board has no present intention of establishing any additional
series of the Fund but the Fund does have other classes of shares in addition
to the shares offered hereby, Flag Investors Value Builder Fund Class D
Shares, which are not currently being offered and Flag Investors Value
Builder Fund Institutional Shares which are not subject to a sales charge or
12b-1 fee and are offered only to eligible institutions and clients of
investment advisory affiliates of Alex. Brown. Additional information
concerning the Fund's Institutional Shares may be obtained by calling Alex.
Brown at (800) 767-FLAG. Different classes of the Fund may be offered to
certain investors and holders of such shares may be entitled to certain
exchange privileges not offered to Class A or Class B Shares. All classes of
the Fund share a common investment objective, portfolio of investments and
advisory fee, but the classes may have different distribution/service fees or
sales load structures and, accordingly, the net asset value per share of
classes may differ at times.

.............................................................................
ANNUAL MEETINGS

Unless required under applicable Maryland law, the Fund does not expect to
hold annual meetings of shareholders. However, shareholders of the Fund
retain the right, under certain circumstances, to request that a meeting of
shareholders be held for the purpose of considering the removal of a Director
from office, and if such a request is made, the Fund will assist with
shareholder communications in connection with the meeting.

27
<PAGE>

.............................................................................
SEMI-ANNUAL REPORTS

The Fund furnishes shareholders with semi-annual reports containing
information about the Fund and its operations, including a list of
investments held in the Fund's portfolio and financial statements. The annual
financial statements are audited by the Fund's independent accountants,
Coopers & Lybrand L.L.P.

.............................................................................
FUND COUNSEL

Morgan, Lewis & Bockius LLP serves as counsel to the Fund.

.............................................................................
SHAREHOLDER INQUIRIES

Shareholders with inquiries concerning their shares should contact Alex.
Brown at (800) 767-FLAG, the Transfer Agent at (800) 553-8080, or a
Participating Dealer or Shareholder Servicing Agent, as appropriate.

28
<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
NEW ACCOUNT APPLICATION
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Make check payable to "Flag Investors Value Builder For assistance in completing this application please call: 1-800-553-8080,
Fund, Inc." and mail with this application to: Monday through Friday, 8:30 a.m. to 5:30 p.m. (Eastern Time).
Alex. Brown & Sons Incorporated/Flag
Investors Funds
P.O. Box 419663 To open an IRA account, please call 1-800-767-3524 for an
Kansas City, MO 64141-6663 IRA information kit.
Attn: Flag Investors Value Builder Fund, Inc.

I wish to purchase the following class of shares of the Fund, in the amount indicated below. (Please check the
applicable box and indicate the amount of purchase.)

/ / Class A Shares (4.5% maximum initial sales charge) in the amount of $------

/ / Class B Shares (4.0% maximum contingent deferred sales charge) in the amount of $------

The minimum initial purchase for each class of shares is $2,000, except that the minimum initial purchase for shareholders of
any other Flag Investors Fund or class is $500 and the minimum initial purchase for participants in the Fund's Automatic
Investing Plan is $250 per class. Each subsequent purchase requires a $100 minimum per class, except that the minimum subsequent
purchase under the Fund's Automatic Investing Plan is $250 for quarterly purchases and $100 for monthly purchases. The maximum
investment in Class B Shares is $100,000 per account. The Fund reserves the right not to accept checks for more than $50,000
that are not certified or bank checks.
</TABLE>

- ------------------------------------------------------------------------------
YOUR ACCOUNT REGISTRATION (PLEASE PRINT)

Existing Account No., if any: -------------

INDIVIDUAL OR JOINT TENANT

- -----------------------------------------------------------------------------
First Name Initial Last Name

- -----------------------------------------------------------------------------
Social Security Number

- -----------------------------------------------------------------------------
Joint Tenant Initial Last Name

GIFTS TO MINORS

- -----------------------------------------------------------------------------
Custodian's Name (only one allowed by law)

- -----------------------------------------------------------------------------
Minor's Name (only one)

- -----------------------------------------------------------------------------
Social Security Number of Minor

under the __________________Uniform Gifts to Minors Act
State of Residence

<PAGE>

CORPORATIONS, TRUSTS, PARTNERSHIPS, ETC.

- -----------------------------------------------------------------------------
Name of Corporation, Trust or Partnership

- -----------------------------------------------------------------------------
Tax ID Number Date of Trust

- -----------------------------------------------------------------------------
Name of Trustees (If to be included in the Registration)

- -----------------------------------------------------------------------------
For the Benefit of

MAILING ADDRESS

- -----------------------------------------------------------------------------
Street
- -----------------------------------------------------------------------------
City State Zip

( )
Daytime Phone

LETTER OF INTENT (CLASS A SHARES ONLY) (OPTIONAL)

[ ] I agree to the Letter of Intent and Escrow Agreement set forth in the
accompanying prospectus. Although I am not obligated to do so, I intend to
invest over a 13-month period in Class A Shares of Flag Investors Value
Builder Fund, Inc., in an aggregate amount at least equal to:

/ / $50,000 / / $100,000 / / $250,000 / / $500,000 / / $1,000,000

- -----------------------------------------------------------------------------
RIGHT OF ACCUMULATION (OPTIONAL)

[ ] I already own shares of the Flag Investors Fund(s) set forth below
(except Class B shares) to be applied for a reduced sales charge. List the
Account numbers of other Flag Investors Funds that you or your immediate
family (spouse and children under 21) already own that qualify for reduced
sales charges.

Fund Name Account No. Owner's Name Relationship
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------

<PAGE>

DISTRIBUTION OPTIONS
Please check the appropriate boxes. If none of the options is selected, all
distributions will be reinvested in additional shares of the same class of
the Fund at no sales charge.

Income Dividends Capital Gains
[ ] Reinvested in additional shares [ ] Reinvested in additional shares
[ ] Paid in Cash [ ] Paid in Cash

Call (800) 553-8080 for information about reinvesting your dividends in other
funds in the Flag Investors Family of Funds.

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

AUTOMATIC INVESTING PLAN (OPTIONAL)

[ ] I authorize you as Agent for the Automatic Investing Plan to
automatically invest $------ in Class A Shares or $------ in Class B Shares
for me, on a monthly or quarterly basis, on or about the 20th of each month
or if quarterly, the 20th of January, April, July and October, and to draw a
bank draft in payment of the investment against my checking account. (Bank
drafts may be drawn on commercial banks only.)

Minimum Initial Investment: $250 per class
Subsequent Investments (check one):

[ ] Monthly ($100 minimum per class) Please attach a voided check.

[ ] Quarterly ($250 minimum per class)

- ---------------------------------- ---------------------------------------
Bank Name Depositor's Signature Date

- ---------------------------------- ----------------------------------------
Existing Flag Investors Fund Depositor's Signature Date Date
Account No., if any (if joint acct., both must sign)

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

SYSTEMATIC WITHDRAWAL PLAN (OPTIONAL)

[ ] Beginning the month of ------ , 19------ please send me checks on a
monthly or quarterly basis, as indicated below, in the amount of (complete as
applicable) $------, from Class A Shares and/or $------ from Class B Shares
that I own, payable to the account registration address as shown above.
(Participation requires minimum account value of $10,000 per class.)

Frequency (check one):
[ ] Monthly
[ ] Quarterly (January, April, July and October)

- ------------------------------------------------------------------------------
<PAGE>

TELEPHONE TRANSACTIONS

I understand that I will automatically have telephone redemption privileges
(for amounts up to $50,000) and telephone exchange privileges (with respect
to other Flag Investors Funds) unless I mark one or both of the boxes below:

No, I/We do not want
[ ] Telephone exchange privileges
[ ] Telephone redemption privileges

Redemptions effected by telephone will be mailed to the address of record. If
you would prefer redemptions mailed to a pre-designated bank account, please
provide the following information:

Bank:______________________________ Bank Account No:_______________________

Address:___________________________ Bank Account Name:_____________________

___________________________________

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

SIGNATURE AND TAXPAYER CERTIFICATION

I have received a copy of the Fund's prospectus dated August 1, 1996. Unless
the box below is checked, I certify under penalties of perjury, (1) that the
number shown on this form is my correct taxpayer identification number and
(2) that I am not subject to backup withholding as a result of a failure to
report all interest or dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. [ ] Check here
if you are subject to backup withholding.
If a non-resident alien, please indicate country of residence:

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

I acknowledge that the telephone redemption and exchange privileges are
automatic and will be effected as described in the Fund's current prospectus
(see "Telephone Transactions"). I also acknowledge that I may bear the risk
of loss in the event of fraudulent use of such privileges. If I do not want
telephone redemption or exchange privileges, I have so indicated on this
Application.

- ---------------------------------------------------------------------------
Signature Date

- ---------------------------------------------------------------------------
Signature (if joint acct., both must sign) Date

For Dealer Use Only

Dealer's Name:________________________________ Dealer Code: ________________

Dealer's Address:_____________________________ Branch Code:_________________

______________________________

Representative:_______________________________ Rep. No._____________________

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
(Institutional Shares)

Cross Reference Sheet

July 29, 1996

Items Required by Form N-1A
<TABLE>
<CAPTION>

<S> <C> <C>
Part A Information Required in Prospectus Registration Statement Heading
- ------ ---------------------------------- ------------------------------

Item 1. Cover Page Cover Page
Item 2. Synopsis Fee Table
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant Investment Program;
Investment Restrictions;
General Information
Item 5. Management of the Fund Management of the Fund;
Investment Advisor and
Sub Advisor; Distributor;
Custodian, Transfer
Agent and Accounting Services
Item 5A. Management's Discussion of Fund **
Performance
Item 6. Capital Stock and Other Securities Cover Page;
Dividends and Taxes;
General Information
Item 7. Purchase of Securities Being Offered How to Invest in
the Institutional Shares
Item 8. Redemption or Repurchase How to Redeem Institutional
Shares
Item 9. Pending Legal Proceedings **

Part B Information Required in a Statement
- ------ of Additional Information
-------------------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History General Information
and History
Item 13. Investment Objectives and Policies Investment Objective,
Policies and Risk
Considerations
Item 14. Management of the Fund Management of
the Fund
Item 15. Control Persons and Principal Control Persons and
Holders of Securities Principal Holders of
Securities
</TABLE>

- ---------------
* Information required by Item 5A is contained in Registrant's 1996 Annual
Report to Shareholders.
** Omitted since the answer is negative or the item is not applicable.

<PAGE>

Item 16. Investment Advisory and Other Investment Advisory and
Services Other Services;
Custodian, Transfer Agent
Item 17. Brokerage Allocation Brokerage

Item 18. Capital Stock and Other Securities Capital Shares; Semi-Annual
Reports and Accounting Services

Part C Other Information
- ------ -----------------

Part C contains the information required by the items
contained therein under the items set forth in the form.

</TABLE>

- ---------------
* Information required by Item 5A is contained in Registrant's 1996 Annual
Report to Shareholders.
** Omitted since the answer is negative or the item is not applicable.

<PAGE>

LOGO

FLAG INVESTORS

VALUE BUILDER FUND, INC.
(Institutional SHARES)

This mutual fund (the "Fund") is designed to maximize total return through
a combination of a long-term growth of capital and current income.

Flag Investors Institutional Shares of the Fund ("Institutional Shares")
are available through Alex. Brown & Sons Incorporated ("Alex. Brown") or
Participating Dealers and may be purchased only by eligible institutions or
by clients of investment advisory affiliates of Alex. Brown. (See "How to
Invest in Institutional Shares.")

LOGO

The date of this Prospectus is August 1, 1996.

<PAGE>

FLAG INVESTORS
VALUE BUILDER FUND, INC.
(INSTITUTIONAL SHARES)
135 EAST BALTIMORE STREET
BALTIMORE, MARYLAND 21202

TABLE OF CONTENTS

------

<TABLE>
<CAPTION>
Page
<S> <C>
1. Fee Table .......................................... 2
2. Financial Highlights ............................... 3
3. Investment Program ................................. 5
4. Investment Restrictions ............................ 9
5. How to Invest in Institutional Shares .............. 9
6. How to Redeem Institutional Shares ................. 11
7. Telephone Transactions ............................. 11
8. Dividends and Taxes ................................ 12
9. Management of the Fund ............................. 13
10. Investment Advisor and Sub-Advisor ................. 14
11. Distributor ........................................ 16
12. Custodian, Transfer Agent and Accounting Services .. 16
13. Performance Information ............................ 17
14. General Information ................................ 18
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY ITS DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. Institutional Shares may be offered only to residents of
those states in which such shares are eligible for purchase.

1
<PAGE>
- -----------------------------------------------------------------------------
1. FEE TABLE

.............................................................................
SHAREHOLDER TRANSACTION EXPENSES:

(as a percentage of offering price)
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases ............... None
Maximum Sales Charge Imposed on Reinvested Dividends .... None
Maximum Deferred Sales Charge ........................... None
- -------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES:

(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
Management Fees ................ .86%
12b-1 Fees ..................... None
Other Expenses ................. .20%
--------
Total Fund Operating Expenses .. 1.06%
========
- -------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
EXAMPLE:

THE EXPENSES AND EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENATION OF
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of the foregoing table is to describe the various costs and
expenses that an investor in the Fund will bear directly and indirectly. A
person who purchases Institutional Shares through a financial institution may
be charged separate fees by the financial institution. (For more complete
descriptions of the various costs and expenses, see "How to Invest in
Institutional Shares," "Investment Advisor and Sub-Advisor" and
"Distributor.") The Expenses and Example appearing in the table above are
based on the expenses for the Fund's Class A Shares, another class of shares
offered by the Fund, for the fiscal year ended March 31, 1996, less 12b-1
fees of .25%.

2
<PAGE>

- -----------------------------------------------------------------------------
2. Financial Highlights

The Fund has offered the Institutional Shares since November 2, 1995.
However, the Fund has offered another class of shares since 1992. Historical
financial information about the Fund is not fully applicable to the
Institutional Shares because the expenses paid by the Fund in the past differ
from those the Institutional Shares will incur. (See "Fee Table.") Nevertheless,
historical information about the Fund may be useful to investors if they take
into account the differences in expenses. Accordingly, the financial highlights
included in this table are a part of the Fund's financial statements for the
periods indicated and have been audited by Coopers & Lybrand L.L.P., independent
accountants. The financial statements and financial highlights for the fiscal
year ended March 31, 1996 and the report thereon of Coopers & Lybrand L.L.P. are
included in the Statement of Additional Information. Additional performance
information is contained in the Fund's Annual Report for the fiscal year ended
March 31, 1996 which can be obtained at no charge by calling the Fund at (800)
767-FLAG.

3
<PAGE>

(For a share outstanding throughout each period)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>

Institutional Class A Shares
Shares -------------------------------------------------------
For the Period For the Period
November 2, 1995* For the Year Ended March 31, June 15, 1992*
through ------------------------------------- through
March 31, 1996 1996 1995 1994 March 31, 1993
------------------ ----------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Per Share Operating
Performance:
Net asset value at
beginning of
period $13.89 $12.02 $11.23 $11.25 $10.00
------------------- ---------- ---------- ---------- --------------
Income from Investment
Operations:
Net investment income 0.13 0.36 0.35 0.40 0.18
Net realized and
unrealized
gain/(loss)
on investments 1.17 3.03 0.80 (0.04) 1.18
------------------- ---------- ---------- ---------- --------------
Total from Investment
Operations 1.30 3.39 1.15 0.36 1.36
Less Distributions:
Dividends from net
investment income
and short-term
gains (0.10) (0.41) (0.35) (0.38) (0.11)
Distributions from
net realized
long-term gains (0.32) (0.32) (0.01) -- --
------------------- ---------- ---------- ---------- --------------
Total Distributions (0.42) (0.73) (0.36) (0.38) (0.11)
------------------- ---------- ---------- ---------- --------------
Net asset value at
end of period $14.77 $14.68 $12.02 $11.23 $11.25
=================== ========== ========== ========== ==============
Total Return** 21.12(1) 28.86% 10.57% 3.14% 13.73%
Ratios to Average
Net Assets:
Expenses 1.03%(1) 1.31% 1.35%(2) 1.35%(2) 1.35%(1)(2)
Net investment income 2.97%(1) 2.72% 3.07%(3) 3.14%(3) 2.88%(1)(3)
Supplemental Data:
Net assets
at end of period
(000) $11,768 $200,020 $146,986 $131,097 $83,535
Portfolio turnover
rate 15% 15% 18% 8% 8%
</TABLE>

- ------------------------------------------------------------------------------
* Commencement of operations.
** Total return represents aggregate total return for the periods indicated
and does not reflect any applicable sales charges.
(1) Annualized.
(2) Without the waiver of advisory fees, the ratio of expenses to average net
assets would have been 1.40%, 1.38% and 1.70% (annualized) for Class A
Shares for the periods ended March 31, 1995, March 31, 1994, and March
31, 1993, respectively.
(3) Without the waiver of advisory fees, the ratio of net investment income
to average net assets would have been 3.02%, 3.11% and 2.53%,
(annualized) for Class A Shares for the periods ended March 31, 1995,
March 31, 1994 and March 31, 1993, respectively.

4
<PAGE>

- -----------------------------------------------------------------------------
3. INVESTMENT PROGRAM
.............................................................................
INVESTMENT OBJECTIVE, POLICIES AND RISK
CONSIDERATIONS

The investment objective of the Fund is to maximize total return through a
combination of long-term growth of capital and current income. The Fund seeks
to achieve this objective through a policy of diversified investments in
equity and debt securities, including common stocks, convertible securities
and government and corporate fixed-income obligations. The Fund's investment
objective is a fundamental policy of the Fund and may not be changed without
shareholder approval. There can be no assurance, however, that the Fund will
achieve its investment objective.

5
<PAGE>

............................................................................
INVESTMENTS IN NON-INVESTMENT GRADE SECURITIES

6
<PAGE>

<TABLE>
<CAPTION>
S&P
Rating Average
----------- -----------
<S> <C>

AAA ....... 4.73%
AA ........ .52%
A ......... 4.08%
BBB ....... 9.34%
BB ........ 6.31%
B ......... 3.10%
Unrated ... 0%

</TABLE>
...........................................................................
INVESTMENTS IN REPURCHASE AGREEMENTS

7
<PAGE>

.............................................................................
INVESTMENTS IN SECURITIES OF FOREIGN ISSUERS

............................................................................
OTHER INVESTMENTS

For temporary, defensive purposes the Fund may invest up to 100% of its
assets in high quality short-term money market instruments, and in bills,
notes or bonds issued by the U.S. Treasury Department or by other agencies of
the U.S. Government.

8
<PAGE>

- ----------------------------------------------------------------------------
4. INVESTMENT RESTRICTIONS

2) Invest in the securities of any single issuer if, as a result, the Fund
would hold more than 10% of the outstanding voting securities of such
issuer;

The Fund is subject to further investment restrictions that are set forth
in the Statement of Additional Information.

- ----------------------------------------------------------------------------
5. HOW TO INVEST IN INSTITUTIONAL SHARES

Institutions (e.g., banks and trust companies, savings institutions,
corporations, insurance companies, investment counsellors, pension funds
employee benefit plans, trusts, estates and educational, religious and
charitable institutions) and clients of investment advisory affiliates of
Alex. Brown may purchase Institutional Shares through Alex. Brown, 135 East
Baltimore Street, Baltimore, Maryland 21202 (telephone: (800) 553-8080),
through any securities dealer which has entered into a dealer agreement with
Alex. Brown ("Participating Dealers"), or by completing the Application Form
attached to this Prospectus and returning it, together with payment of the
purchase price, as instructed in the Application.

9
<PAGE>

The minimum initial investment in Institutional Shares is $500,000, except
that the minimum initial investment is $1,000,000 for qualified retirement
plans. There is no minimum for clients of investment advisory affiliates of
Alex. Brown or for subsequent investments. The Fund reserves the right to
suspend the sale of Institutional Shares at any time at the discretion of
Alex. Brown and the Advisors.

Orders for purchases of Institutional Shares are accepted on any day on
which the New York Stock Exchange is open for business (a "Business Day").
Purchase orders for Institutional Shares will be executed at a per share
purchase price equal to the net asset value next determined after receipt of
the purchase order. Purchases made through Alex. Brown or a Participating
Dealer must be in accordance with such entity's payment procedures. Alex.
Brown may, in its sole discretion, refuse to accept any purchase order.

The net asset value per share is determined once daily as of the close of
the New York Stock Exchange, which is ordinarily 4:00 p.m. (Eastern Time), on
each Business Day. Net asset value per share of a class is calculated by
valuing its share of the Fund's assets, deducting liabilities attributable to
that class, and dividing the resulting amount by the number of then
outstanding shares of the class. For this purpose, portfolio securities are
given their market value where feasible. If a portfolio security is traded on
a national exchange or on an automated dealer quotation system, such as
NASDAQ, on the valuation date, the last quoted sale price is generally used.
Options are valued at the last reported sale price, or if no sales are
reported, at the average of the last reported bid and asked prices.
Securities or other assets for which market quotations are not readily
available are valued at their fair value as determined in good faith under
procedures established from time to time and monitored by the Fund's Board of
Directors. Debt obligations with maturities of 60 days or less are valued at
amortized cost, which constitutes fair value as determined by the Fund's
Board of Directors.

............................................................................
OTHER INFORMATION

Periodic statements of account from the Fund will reflect all dividends,
purchases and redemptions of Institutional Shares.

In the interest of economy and convenience and because of the operating
procedures for the Institutional Shares, certificates representing such
shares will not be issued. All purchases of Institutional Shares are
confirmed and credited to the shareholder's account on the Fund's books
maintained by ICC or its agents. Shareholders will have the same rights and
ownership with respect to such shares as if certificates had been issued.

10
<PAGE>
- ------------------------------------------------------------------------------
6. HOW TO REDEEM INSTITUTIONAL SHARES

Shareholders may redeem all or part of their Institutional Shares on any
Business Day by transmitting a redemption order through Alex. Brown or a
Participating Dealer, or by regular or express mail to the Fund's transfer
agent (the "Transfer Agent") at its address listed under "Custodian, Transfer
Agent and Accounting Services." Shareholders may also redeem Institutional
Shares by telephone (in amounts up to $500,000). (See "Telephone
Transactions" below.) A redemption request is effected at the net asset value
per share next determined after receipt of the order in proper form.
Redemption orders received after 4:00 p.m. (Eastern Time) will be effected at
the net asset value next determined on the following Business Day. Payment
for redeemed Institutional Shares will be made by wire transfer of funds to
the shareholder's bank or to a Participating Dealer, as appropriate, upon
receipt of a duly authorized redemption request as promptly as feasible and,
under most circumstances within three Business Days.

Dividends payable up to the date of redemption of Institutional Shares
will be paid on the next dividend payable date. If all of the Institutional
Shares in an account have been redeemed on a dividend payment date, the
dividend will be remitted by wire to the shareholder's bank or to a
Participating Dealer, as appropriate.

The Fund has the power, under its Articles of Incorporation, to redeem
shareholder accounts amounting to less than $500 (as a result of redemptions)
upon 60 days' written notice.

- -----------------------------------------------------------------------------
7. TELEPHONE TRANSACTIONS

Shareholders may exercise the exchange privilege with respect to other
Flag Investors funds, or redeem Institutional Shares in amounts up to
$500,000, by notifying the Transfer Agent by telephone at (800) 553-8080 on
any Business Day between the hours of 8:30 a.m. and 5:30 p.m. (Eastern Time)
or by regular or express mail at its address listed under "Custodian,
Transfer Agent and Accounting Services." Telephone transaction privileges are
automatic. Shareholders may specifically request that no telephone
redemptions or exchanges be accepted for their accounts. This election may be
made on the Application Form or at any time thereafter by completing and
returning appropriate documentation supplied by the Transfer Agent.

11
<PAGE>

The Fund and the Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures include requiring the investor to provide certain personal
identification information at the time an account is opened and prior to
effecting each transaction requested by telephone. In addition, all telephone
transaction requests will be recorded and investors may be required to
provide additional telecopied instructions of such transaction requests. The
Fund or the Transfer Agent may be liable for any losses due to unauthorized
or fraudulent telephone instructions if either of them does not employ these
procedures. If these procedures are employed, neither the Fund nor the
Transfer Agent will be responsible for any loss, liability, cost or expense
for following instructions received by telephone that either of them
reasonably believes to be genuine. During periods of extreme economic or
market changes, shareholders may experience difficulty in effecting telephone
transactions. In such event, requests should be made by express mail or
facsimile. (See "How to Invest in Institutional Shares -- Purchases by
Exchange" and "How to Redeem Institutional Shares.")

- -----------------------------------------------------------------------------
8. DIVIDENDS AND TAXES

.............................................................................
DIVIDENDS AND DISTRIBUTIONS

Unless the shareholder elects otherwise, all income and capital gains
distributions will be reinvested in additional Institutional Shares at net
asset value. Shareholders may elect to terminate automatic reinvestment by
giving written notice to the Transfer Agent (see "Custodian, Transfer Agent
and Accounting Services"), either directly or through Alex. Brown or a
Participating Dealer, at least five days before the next date on which
dividends or distributions will be paid.

............................................................................
TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

12
<PAGE>

The following summary is based on current tax laws and regulations, which
may be changed by legislative, judicial or administrative action. The
Statement of Additional Information sets forth further information concerning
taxes.

The Fund has been and expects to continue to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"). As long as the Fund qualifies for this tax
treatment, it will be relieved of federal income tax on that part of its net
investment income which is distributed to shareholders. Shareholders, unless
otherwise exempt, generally will be subject to income tax on the amounts so
distributed regardless of whether such distributions are paid in cash or
reinvested in additional shares.

Distributions from the Fund out of net capital gains (the excess of net
long-term capital gains over net short-term capital losses), if any, will be
taxed to shareholders as long-term capital gains regardless of the length of
time the shareholder has held the Institutional Shares. All other income
distributions will be taxed to shareholders as ordinary income. Corporate
shareholders may be entitled to the dividends received deduction on a portion
of dividends received from the Fund. Shareholders will be advised annually as
to the tax status of all distributions.

The Fund intends to make sufficient distributions of its ordinary income
and capital gain net income prior to the end of each calendar year to avoid
liability for federal excise tax.

The sale, exchange or redemption of Institutional Shares is a taxable
event for the shareholder.

- ----------------------------------------------------------------------------
9. MANAGEMENT OF THE FUND

The overall business and affairs of the Fund are managed by its Board of
Directors. The Board approves all significant agreements between the

13
<PAGE>

Fund and persons or companies furnishing services to the Fund, including the
Fund's agreements with its investment advisor, sub-advisor, distributor,
custodian and transfer agent. The day-to-day operations of the Fund are
delegated to the Fund's executive officers, to the Fund's investment advisor,
ICC, to its sub-advisor, ABIM, and to the Fund's distributor, Alex. Brown.
Three Directors and all of the officers of the Fund are officers or employees
of ICC, ABIM or Alex. Brown. The other Directors of the Fund have no
affiliation with ICC, ABIM or Alex. Brown.

The Fund's Directors and officers are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
*Truman T. Semans Chairman J. Dorsey Brown, III President
*W. James Price Director Hobart C. Buppert, II Executive Vice President
*Richard T. Hale Director Lee S. Owen Executive Vice President
James J. Cunnane Director Bruce E. Behrens Vice President
John F. Kroeger Director Edward J. Veilleux Vice President
Louis E. Levy Director Gary V. Fearnow Vice President
Eugene J. McDonald Director Brian C. Nelson Vice President
Harry Woolf Director Joseph A. Finelli Treasurer
Edward J. Stoken Secretary
Laurie D. DePrine Assistant Secretary
</TABLE>

- ------
* Messrs. Semans, Price and Hale are Directors who are "interested persons"
of the Fund within the meaning of Section 2(a)(19) under the Investment
Company Act.

- -----------------------------------------------------------------------------
10. INVESTMENT ADVISOR AND SUB-ADVISOR

ICC is the Fund's investment advisor and ABIM is the Fund's sub- advisor.
ICC is also the investment advisor to, and Alex. Brown acts as distributor
for, other mutual funds in the Flag Investors family of funds and Alex. Brown
Cash Reserve Fund, Inc., which funds had approximately $4.9 billion of net
assets as of May 31, 1996. ABIM is a registered investment advisor with
approximately $4.9 billion under management as of May 31, 1996.

14
<PAGE>

and fair compared to the commission, fee or other remuneration received or to
be received by other broker-dealers in connection with comparable
transactions involving similar securities during a comparable period of time.
In addition, consistent with NASD Rules, and subject to seeking the most
favorable price and execution available and such other policies as the Board
may determine, ABIM may consider services in connection with the sale of
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund.

As compensation for its services for the fiscal year ended March 31, 1996,
ICC received from the Fund a fee equal to .86% of the Fund's average daily
net assets and, for the same period, ICC paid ABIM a fee equal to .64% of the
Fund's average daily net assets. The fee paid to ICC is higher than that paid
by most mutual funds.

ICC is an indirect subsidiary of Alex. Brown Incorporated (described below).
ABIM is a limited partnership affiliated with Alex. Brown. Buppert, Behrens &
Owen, Inc., a company organized and owned by three employees of ABIM, owns a 49%
limited partnership interest and a 1% general partnership interest in ABIM.
Alex. Brown owns a 1% general partnership interest in ABIM and Alex. Brown
Incorporated owns the remaining 49% limited partnership interest. The address of
both ICC and ABIM is 135 East Baltimore Street, Baltimore, Maryland 21202.

ICC also serves as the Fund's transfer and dividend disbursing agent and
provides accounting services to the Fund. (See "Custodian, Transfer Agent and
Accounting Services.")

.............................................................................
PORTFOLIO MANAGERS

J. Dorsey Brown, III -- 29 Years Investment Experience

Dorsey Brown is the Chief Executive Officer of ABIM, which he founded in
1974. From 1967 to 1974, he was a member of the Research and Investment
Advisory Department of the Baltimore-based investment firm, Robert Garrett &
Sons. Mr. Brown received his B.A. from Trinity College in Hartford,
Connecticut in 1962 and studied at New York University Business School in
1966. He is a member of the Baltimore Security Analysts Society and the
Financial Analysts Federation.

15
<PAGE>

Hobart C. Buppert, II -- 24 Years Investment Experience

Lee S. Owen -- 24 Years Investment Experience

- ----------------------------------------------------------------------------
11. DISTRIBUTOR

Alex. Brown, 135 East Baltimore Street, Baltimore, Maryland 21202, acts as
distributor of each class of the Fund's shares. Alex. Brown is an investment
banking firm which offers a broad range of investment services to individual,
institutional, corporate and municipal clients. It is a wholly- owned
subsidiary of Alex. Brown Incorporated, which has engaged directly and
through subsidiaries and affiliates in the investment business since 1800.
Alex. Brown is a member of the New York Stock Exchange and other leading
securities exchanges. Headquartered in Baltimore, Maryland, Alex. Brown has
offices throughout the United States and, through subsidiaries, maintains
offices in London, England, Geneva, Switzerland and Tokyo, Japan. Alex. Brown
receives no compensation for distributing the Institutional Shares.

Alex. Brown bears all expenses associated with advertisements, promotional
materials, sales literature and printing and mailing prospectuses to other
than Fund shareholders.

- -----------------------------------------------------------------------------
12. CUSTODIAN, TRANSFER AGENT AND ACCOUNTING SERVICES

PNC Bank, National Association ("PNC Bank"), a national banking
association with offices at Airport Business Park, 200 Stevens Drive, Lester,

16
<PAGE>

Pennsylvania 19113, acts as custodian of the Fund's assets. Investment
Company Capital Corp., 135 East Baltimore Street, Baltimore, Maryland 21202
(telephone: (800) 553-8080), is the Fund's transfer and dividend disbursing
agent and provides accounting services to the Fund. As compensation for
providing accounting services to the Fund for the fiscal year ended March 31,
1996, ICC received a fee equal to .04% of the Fund's average daily net
assets. (See the Statement of Additional Information.) ICC also serves as the
Fund's investment advisor.

- -----------------------------------------------------------------------------
13. PERFORMANCE INFORMATION

From time to time the Fund may advertise its performance including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the
average annual total return over one, five and ten year periods or, if such
periods have not yet elapsed, shorter periods corresponding to the life of
the Fund. Such total return quotations will be computed by finding average
annual compounded rates of return over such periods that would equate an
assumed initial investment of $1,000 to the ending redeemable value according
to the required standardized calculation. The standardized calculation is
required by the SEC to provide consistency and comparability in investment
company advertising and is not equivalent to a yield calculation. If the Fund
compares its performance to other funds or to relevant indices, the Fund's
performance will be stated in the same terms in which such comparative data
and indices are stated, which is normally total return rather than yield.

The performance of the Fund may be compared to data prepared by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc. and Morningstar
Inc., independent services which monitor the performance of mutual funds. The
performance of the Fund may also be compared to the Lehman Brothers Government
Corporate Bond Index, the Consumer Price Index, the return on 90 day U.S.
Treasury bills, long-term U.S. Treasury bonds, bank certificates of deposit,
the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average.
The Fund may also use total return performance data as reported in the
following national financial and industry publications that monitor the
performance of mutual funds: Money Magazine, Forbes, Business Week, Barron's,
Investor's Daily, IBC/Donoghue's Money Fund Report and The Wall Street
Journal.

Performance will fluctuate, and any statement of performance should not be
considered as representative of the future performance of the Fund.

17
<PAGE>

Shareholders should remember that performance is generally a function of the
type and quality of instruments held by the Fund, operating expenses and
market conditions. Any fees charged by banks with respect to customer
accounts through which Institutional Shares may be purchased, although not
included in calculations of performance, will reduce performance results.

- -----------------------------------------------------------------------------
14. GENERAL INFORMATION
.............................................................................
CAPITAL SHARES

The Fund was incorporated under the laws of the State of Maryland on March
5, 1992 and is authorized to issue thirty-five million shares of capital
stock, with a par value of $.001 per share. Shares have equal rights with
respect to voting. Voting rights are not cumulative, so the holders of more
than 50% of the outstanding shares voting together for the election of
Directors may elect all the members of the Board of Directors of the Fund. In
the event of liquidation or dissolution of the Fund, each share is entitled
to its pro rata portion of the Fund's assets after all debts and expenses
have been paid.

The Board of Directors is authorized to establish additional series of
shares of capital stock, each of which would evidence interests in a separate
portfolio of securities, and separate classes of each series of the Fund. The
shares offered by this Prospectus have been designated "Flag Investors Value
Builder Fund Institutional Shares." The Board has no present intention of
establishing any additional series of the Fund but the Fund does have three
other classes of shares in addition to the shares offered hereby: "Flag
Investors Value Builder Fund Class A Shares," which are subject to a maximum
front-end sales charge of 4.5% and a .25% 12b-1 fee; "Flag Investors Value
Builder Fund Class B Shares," which are subject to a declining contingent
deferred sales charge with a maximum charge of 4.0%, a .75% 12b-1 fee and a
.25% shareholder servicing fee; and "Flag Investors Value Builder Fund Class
D Shares," which are not currently being offered. Additional information
concerning the Fund's Class A Shares and Class B Shares may be obtained by
calling Alex. Brown at (800) 767-FLAG. Different classes of the Fund may be
offered to certain investors and holders of such shares may be entitled to
certain exchange privileges not offered to Institutional Shares. All classes
of the Fund share a common investment objective, portfolio of investments and
advisory fee, but the classes may have different distribution fees or sales
load structures and the net asset value per share of the classes may differ
at times.

18
<PAGE>
.............................................................................
ANNUAL MEETINGS

.............................................................................
REPORTS

Morgan, Lewis & Bockius LLP serves as counsel to the Fund.
.............................................................................
SHAREHOLDER INQUIRIES

Shareholders with inquiries concerning their Institutional Shares should
contact Alex. Brown at (800) 767-FLAG, the Transfer Agent at (800) 553-8080
or a Participating Dealer, as appropriate.

19
<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
(INSTITUTIONAL SHARES)
NEW ACCOUNT APPLICATION
- -----------------------------------------------------------------------------
<TABLE>
<S> <C>
Send completed Application by overnight carrier to: For assistance in completing this Application please call: 1-800-553-8080,
Monday through Friday, 8:30 a.m. to 5:30 p.m. (Eastern Time).
Alex. Brown & Sons Incorporated/Flag Investors Funds
1004 Baltimore Avenue, 4th Floor
Kansas City, MO 64105
Attn: Flag Investors Value Builder Fund, Inc.

If you are paying by check, make check payable to "Flag Investors Value Builder Fund, Inc." and mail with this Application. If
you are paying by wire, see instructions below.
</TABLE>

- ------------------------------------------------------------------------------
YOUR ACCOUNT REGISTRATION (PLEASE PRINT)

Name on Account

- ----------------------------------------------------------------------------
Name of Corporation, Trust or Partnership

- ----------------------------------------------------------------------------
Tax ID Number
/ / Corporation / / Partnership / / Trust
/ / Non-Profit or Charitable Organization / / Other_______________________

If a Trust, please provide the
following:
- -----------------------------------------------------------------------------
Date of Trust For the Benefit of

- -----------------------------------------------------------------------------
Name of Trustees (If to be included in the Registration)

Mailing Address

- -----------------------------------------------------------------------------
Name of Individual to Receive Correspondence

- -----------------------------------------------------------------------------
Street

- -----------------------------------------------------------------------------
City State Zip
( )

- -----------------------------------------------------------------------------
Daytime Phone

<PAGE>

INITIAL INVESTMENT
- ------------------------------------------------------------------------------

The minimum initial purchase for the Institutional Shares of the Fund is
$500,000, except that the minimum initial purchase is $1,000,000 for
qualified retirement plans. There is no minimum for clients of investment
advisory affiliates of Alex. Brown or for subsequent investments.
Indicate the amount to be invested and the method of payment:
_______ A. By Mail: Enclosed is a check in the amount of $_________ payable to
Flag Investors Value Builder Fund, Inc.
_______ B. By Wire: A bank wire in the amount of $__________
has been sent from__________________________________________________________
Name of Bank Wire Control Number
Wire Instructions
Follow the instructions below to arrange for a wire transfer for
initial investment:
o Send completed Application by overnight carrier to Alex. Brown &
Sons Incorporated/Flag Investors Funds at the address listed
above.
o Call 1-800-553-8080 to obtain new investor's Fund account number.
o Wire payment of the purchase price to Investors Fiduciary Trust
Company ("IFTC"), as follows:
IFTC
a/c Alex. Brown & Sons Incorporated/Flag Investors Funds
Acct. # 7528167
ABA # 1010-0362-1
Kansas City, Missouri 64105
Please include the following information in the wire:
o Flag Investors Value Builder Fund, Inc. -- Institutional Shares
o The amount to be invested
o "For further credit to ---------------------------------."
(Investor's Fund Account Number)

<PAGE>
- -----------------------------------------------------------------------------
DISTRIBUTION OPTIONS

Please check appropriate boxes. If none of the options is selected, all
distributions will be reinvested in additional Institutional Shares of the
Fund.
Income Dividends Capital Gains
[ ] Reinvested in additional shares [ ] Reinvested in additional shares
[ ] Paid in cash [ ] Paid in cash

- -----------------------------------------------------------------------------
TELEPHONE TRANSACTIONS

I understand that I will automatically have telephone redemption privileges
(for amounts up to $500,000) and exchange privileges (with respect to
Institutional Shares of other Flag Investors Funds) unless I mark one or both
of the boxes below:
No, I do not want:
/ / Telephone redemption privileges
/ / Telephone exchange privileges

Redemptions effected by telephone will be wired
to the bank account designated below.

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

BANK ACCOUNT DESIGNATION
(THIS SECTION MUST BE COMPLETED)

Please attach a blank, voided check to provide account and bank routing
information.

_____________________________________________________________________________
Name of Bank Branch

_____________________________________________________________________________
Bank Address City/State/Zip

_____________________________________________________________________________
Name(s) on Account

____________________________________________________________________________
Account Number A.B.A. Number

<PAGE>

ACKNOWLEDGEMENT, CERTIFICATE AND SIGNATURE

- -----------------------------------------------------------------------------
I acknowledge that the telephone redemption and exchange privileges are
automatic and will be effected as described in the Fund's current prospectus
(see "Telephone Transactions"). I also acknowledge that I may bear the risk
of loss in the event of fraudulent use of such privileges. If I do not want
telephone redemption or exchange privileges, I have so indicated on this
Application.

_____________________________________________________________________________
Signature of Corporate Officer, General Partner, Trustee, etc. Date

______________________________________________________________________________
Signature of Corporate Officer, General Partner, Trustee, etc. Date

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

PERSON(S) AUTHORIZED TO CONDUCT TRANSACTIONS

The following person(s) ("Authorized Person(s)") are currently officers,
trustees, general partners or other authorized agents of the investor. Any
- ------* of the Authorized Person(s) is, by lawful and appropriate action of
the investor, a person entitled to give instructions regarding purchases and
redemptions or make inquiries regarding the Account.

- ---------------------------------- -------------------------------------
Name/Title Signature Date

The signature appearing to the right of each Authorized Person is that
person's signature. Investment Company Capital Corp. ("ICC") may, without
inquiry, act upon the instructions (whether verbal, written, or provided by
wire, telecommunication, or any other process) of any person claiming to be
an Authorized Person. Neither ICC nor any entity on behalf of which ICC is
acting shall be liable for any claims or expenses (including legal fees) or
for any losses resulting from actions taken upon any instructions believed to
be genuine. ICC may continue to rely on the instructions made by any person
claiming to be an Authorized Person until it is informed through an amended
Application that the person is no longer an Authorized Person and it has a
reasonable period (not to exceed one week) to process the amended
Application. Provisions of this Application shall be equally Applicable to
any successor of ICC.

* If this space is left blank, any one Authorized Person is authorized to
give instructions and make inquiries. Verbal instructions will be accepted
from any one Authorized Person. Written instructions will require
signatures of the number of Authorized Persons indicated in this space.
- ------------------------------------------------------------------------------

CERTIFICATE OF AUTHORITY

Investors must complete one of the following two Certificates of Authority.
Certificate A: FOR CORPORATIONS AND UNINCORPORATED ASSOCIATIONS (With a Board
of Directors or Board of Trustees.)
I ------, Secretary of the above-named investor, do hereby certify that at a
meeting on ------, at which a quorum was present throughout, the Board of
Directors (Board of Trustees) of the investor duly adopted a resolution which
is in full force and effect and in accordance with the investor's charter and
by-laws, which resolution did the following: (1) empowered the
officers/trustees executing this Application (or amendment) to do so on
behalf of the investor; (2) empowered the above-named Authorized Person(s) to
effect securities transactions for the investor on the terms described above;
(3) authorized the Secretary to certify, from time to time, the names and

<PAGE>

titles of the officers of the investor and to notify ICC when changes in
officers occur; and (4) authorized the Secretary to certify that such a
resolution has been duly adopted and will remain in full force and effect
until ICC receives a duly-executed amendment to the Certification form.
Witness my hand and seal on behalf of the investor.
this ------day of ------, 199------ Secretary -----------------------------
The undersigned officer (other than the Secretary) hereby certifies that the
foregoing instrument has been signed by the Secretary of the investor.

- ------------------------------------------------------------------------------
Signature and title Date
Certificate B: FOR PARTNERSHIPS AND TRUSTS (Even if you are the sole trustee)

The undersigned certify that they are all general partners/trustees of the
investor and that they have done the following under the authority of the
investor's partnership agreement/trust instrument: (1) empowered the general
partner/trustee executing this Application (or amendment) to do so on behalf
of the investor; (2) empowered the above-named Authorized Person(s) to effect
securities transactions for the investor on the terms described above; (3)
authorized the Secretary to certify, from time to time, the names of the
general partners/trustees of the investor and to notify ICC when changes in
general partners/trustees occur. This authorization will remain in full force
and effect until ICC receives a further duly-executed certification. (If
there are not enough spaces here for all necessary signatures, complete a
separate certificate containing the language of this Certificate B and attach
it to the Application).

- ------------------------------------------------------------------------------
Signature and title Date

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

FLAG INVESTORS VALUE BUILDER FUND, INC.

135 E. Baltimore Street
Baltimore, Maryland 21202

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.
IT SHOULD BE READ IN CONJUNCTION WITH A PROSPECTUS WHICH MAY BE
OBTAINED FROM YOUR PARTICIPATING DEALER OR SHAREHOLDER
SERVICING AGENT OR BY WRITING OR CALLING ALEX. BROWN & SONS
INCORPORATED, 135 EAST BALTIMORE STREET, BALTIMORE, MARYLAND
21202, (800) 767-FLAG.

Statement of Additional Information Dated:
August 1, 1996
Relating to the Prospectuses Dated:
August 1, 1996, relating to the Class A, Class B and
Institutional Shares

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
-----
<S> <C>
1. General Information and History............................................... 1

2. Investment Objective, Policies and Risk Considerations........................ 2

3. Valuation of Shares and Redemption............................................ 8

4. Federal Tax Treatment of Dividends and
Distributions............................................................... 8

5. Management of the Fund........................................................ 11

6. Investment Advisory and Other Services........................................ 16

7. Distribution of Fund Shares................................................... 18

8. Brokerage..................................................................... 21

9. Capital Stock................................................................. 23

10. Semi-Annual Reports........................................................... 24

11. Custodian, Transfer Agent and Accounting Services............................. 24

12. Independent Accountants....................................................... 24

13. Performance Information....................................................... 25

14. Control Persons and Principal Holders of
Securities.................................................................. 27

15. Financial Statements.......................................................... 27

Appendix...................................................................... A-1
</TABLE>

<PAGE>

1. GENERAL INFORMATION AND HISTORY

Flag Investors Value Builder Fund, Inc. (the "Fund") is an
open-end management investment company. Under the rules and regulations of the
Securities and Exchange Commission (the "SEC"), all mutual funds are required to
furnish prospective investors with certain information concerning the activities
of the company being considered for investment. The Fund currently offers three
classes of shares: Flag Investors Value Builder Fund Class A Shares (the "Class
A Shares"), Flag Investors Value Builder Fund Class B Shares (the "Class B
Shares") and Flag Investors Value Builder Fund Institutional Shares (the
"Institutional Shares") (collectively, the "Shares"). As used herein, the "Fund"
refers to Flag Investors Value Builder Fund, Inc. and specific references to any
class of the Fund's Shares will be made using the name of such class.

Important information concerning the Fund is included in the
Fund's Prospectuses which may be obtained without charge from Alex. Brown & Sons
Incorporated ("Alex. Brown"), 135 East Baltimore Street, Baltimore, Maryland
21202 (telephone: (800) 767-FLAG), or from Participating Dealers that offer
Shares to prospective investors. Prospectuses for the Class A Shares and the
Class B Shares may also be obtained from Shareholder Servicing Agents. Some of
the information required to be in this Statement of Additional Information is
also included in the Fund's current Prospectuses. To avoid unnecessary
repetition, references are made to related sections of the Prospectuses. In
addition, the Prospectuses and this Statement of Additional Information omit
certain information about the Fund and its business that is contained in the
Registration Statement respecting the Fund and its Shares filed with the SEC.
Copies of the Registration Statement as filed, including such omitted items, may
be obtained from the SEC by paying the charges prescribed under its rules and
regulations.

The Fund was incorporated under the laws of the State of Maryland
on March 5, 1992. The Fund filed a registration statement with the SEC
registering itself as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended (the "Investment Company
Act") and its Shares under the Securities Act of 1933, as amended, and commenced
operations on June 15, 1992. The Fund commenced offering the Class B Shares on
January 3, 1995 and the Institutional Shares on November 2, 1995.

For the period from November 9, 1992 through November 18, 1994,
the Fund offered another class of shares: Flag Investors Value Builder Fund
Class D Shares, which were known at the time as Flag Investors Value Builder
Fund Class B Shares and reclassified as Flag Investors Value Builder Fund Class
D Shares on November 18, 1994. Shares of that class are not currently being
offered, although some Class D Shares remain outstanding.

Under a license agreement dated June 15, 1992 between the Fund
and Alex. Brown Incorporated, Alex. Brown Incorporated licenses to the Fund the
"Flag Investors" name and logo but retains the rights to the name and logo,
including the right to permit other investment companies to use them.

<PAGE>

2. INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

The Fund's investment objective is to maximize total return
through a combination of long-term capital appreciation and current income. The
Fund seeks to achieve this objective through a policy of diversified investments
in equity and debt securities (including common stocks, convertible securities
and government and corporate fixed-income obligations). Under normal market
conditions, between 40%-75% of the Fund's total assets will be invested in
equity securities and at least 25% of the Fund's total assets will be invested
in fixed-income securities, all as more fully described in the Prospectus. In
addition, the Fund may invest in other types of securities, which are also
described in the Prospectus. There can be no assurance that the Fund's
investment objective will be achieved.

In addition to the Fund's investments in corporate and government
fixed-income obligations rated, at the time of purchase, BBB or higher by
Standard & Poor's Ratings Group ("S&P") or Baa or higher by Moody's Investors
Service, Inc. ("Moody's"), the Fund may purchase a limited amount, up to 10% of
its total assets, of non-convertible corporate debt obligations that are rated
below investment grade by Moody's or S&P or are unrated by S&P or Moody's and of
similar quality. A description of the rating categories of S&P and Moody's is
set forth in the Appendix to this Statement of Additional Information. The Fund
may also invest up to 5% of its net assets in covered call options, an
additional 10% of its total assets in the aggregate in American Depositary
Receipts and in equity and debt securities issued by foreign governments or
corporations.

Additional information about certain of the Fund's investment
policies and practices are described below.

Covered Call Options

As a means of protecting the Fund's assets against market
declines, the Fund may, to a limited extent, write covered call option contracts
on certain of its securities which it owns or has the immediate right to acquire
provided that the aggregate value of such options does not exceed 5% of the
value of the Fund's net assets as of the time such options are entered into by
the Fund. If, however, the securities on which the calls have been written
appreciate, more than 5% of the Fund's assets may be subject to the call. The
Fund may also purchase call options for the purpose of terminating its
outstanding obligations with respect to securities upon which call option
contracts have been written.

When the Fund writes a call option on securities which it owns,
it gives the purchaser of the option the right, but not the obligation, to buy
the securities at the price specified in the option (the "Exercise Price") at
any time prior to the expiration of the option. In call options written by the
Fund, the Exercise Price, plus the option premium paid by the purchaser, will
almost always be greater than the market price of the underlying security at the
time a call option is written. If any option is exercised, the Fund will realize
the long-term or short-term gain or loss from the sale of the underlying
security and the proceeds of the sale will be increased by the net premium
originally received. By writing a covered option, the Fund may forego, in
exchange for the net premium, the opportunity to profit from an increase in
value of the underlying security above the Exercise Price. Thus, options will be
written when the Fund's investment advisor, Investment Company Capital Corp.
("ICC"), or the Fund's sub-advisor, Alex. Brown Investment Management ("ABIM")
(ICC and ABIM are sometimes collectively referred to as the "Advisors"), as
appropriate, believe the security should be held for the long-term but expects
no appreciation or only moderate appreciation within the option period. The Fund
also may write covered options on securities that have a current value above the
original purchase price but which, if then sold, would not normally qualify for
a long-term capital gains

<PAGE>

treatment. Such activities will normally take place during periods when market
volatility is expected to be high.

Only call options which are traded on a national securities
exchange will be written. Currently, call options may be traded on the Chicago
Board Options Exchange and the American, Pacific, Philadelphia and New York
Stock Exchanges. Call options are issued by The Options Clearing Corporation,
which also serves as the clearing house for transactions with respect to
options. The price of a call option is paid to the writer without refund on
expiration or exercise, and no portion of the price is retained by The Options
Clearing Corporation or the exchanges listed above. Writers and purchasers of
options pay the transaction costs, which may include commissions charged or
incurred in connection with such option transactions.

Call options may be purchased by the Fund, but only to terminate
an obligation as a writer of a call option. This is accomplished by making a
closing purchase transaction, that is, the purchase of a call option on the same
security with the same Exercise Price and expiration date as specified in the
call option which had been written previously. A closing purchase transaction
with respect to calls traded on a national securities exchange has the effect of
extinguishing the obligation of a writer. Although the cost to the Fund of such
a transaction may be greater than the net premium received by the Fund upon
writing the original option, the Directors believe that it is appropriate for
the Fund to have the ability to make closing purchase transactions in order to
prevent its portfolio securities from being purchased pursuant to the exercise
of a call. ICC may also permit the call option to be exercised. A profit or loss
from a closing purchase transaction or exercise of a call option will be
realized depending on whether the amount paid to purchase a call to close a
position, or the price at which the option is exercised, is less or more than
the amount received from writing the call. In the event that the Advisors are
incorrect in their forecasts regarding market values, interest rates and other
applicable factors, the Fund would be in a worse position than if the call
option had not been written.

Positions in options on stocks may be closed before expiration
only by a closing transaction, which may be made only on an exchange which
provides a liquid secondary market for such options. Although the Fund will
write options only when ICC believes a liquid secondary market will exist on an
exchange for options of the same series, there can be no assurance that a liquid
secondary market will exist for any particular stock option. Possible reasons
for the absence of a liquid secondary market on an exchange for an option
include the following: (a) insufficient trading interest in certain options; (b)
restrictions on transactions imposed by an exchange; (c) trading halts,
suspensions or other restrictions imposed with respect to particular classes or
series of options or underlying securities; (d) inadequacy of the facilities of
an exchange or The Options Clearing Corporation to handle trading volume; or (e)
a decision by one or more exchanges to discontinue the trading of options or to
impose restrictions on types of orders. Although The Options Clearing
Corporation has stated that it believes (based on forecasts provided by the
exchanges on which options are traded) that its facilities are adequate to
handle the volume of reasonably anticipated options transactions, and although
each exchange has advised The Options Clearing Corporation that it believes that
its facilities will also be adequate to handle reasonably anticipated volume,
there can be no assurance that higher than anticipated trading activity or order
flow or other unforeseen events might not at times render certain of these
facilities inadequate and thereby result in the institution of special trading
procedures or restrictions.

Certain provisions of Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), will restrict the use of covered call options.
(See "Federal Tax Treatment of Dividends and Distributions" below.)

<PAGE>

Convertible Securities

As described in the Prospectus, the Fund may invest in
convertible securities. In general, the market value of a convertible security
is at least the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., the value of the
underlying shares of common stock if the security is converted). A convertible
security tends to increase in market value when interest rates decline and tends
to decrease in value when interest rates rise. However, the price of a
convertible security also is influenced by the market value of the security's
underlying common stock. Thus, the price of a convertible security tends to
increase as the market value of the underlying common stock increases, whereas
it tends to decrease as the market value of the underlying stock declines.
Investments in convertible securities generally entail less risk than investment
in common stock of the same issuer.

Below Investment Grade Corporate Bonds

The Fund may purchase non-convertible corporate bonds that carry
ratings lower than those assigned to investment grade bonds by Moody's or S&P,
or that are unrated by S&P or Moody's if such bonds, in the Advisors' judgment,
meet the quality criteria established by the Board of Directors. These bonds are
generally known as "junk bonds." These securities may trade at substantial
discounts from their face values. Accordingly, if the Fund is successful in
meeting its objectives, investors may receive a total return consisting not only
of income dividends but, to a lesser extent, capital gain distributions.
Appendix A to this Statement of Additional Information sets forth a description
of the S&P and Moody's rating categories, which indicate the rating agency's
opinion as to the probability of timely payment of interest and principal. These
ratings range in descending order of quality from AAA to D, in the case of S&P,
and from Aaa to C, in the case of Moody's. Generally, securities which are rated
lower than BBB by S&P or Baa by Moody's are described as below investment grade.
Securities rated lower than investment grade may be of a predominately
speculative character and their future cannot be considered well-assured. The
issuer's ability to make timely payments of principal and interest may be
subject to material contingencies. Securities in the lowest rating categories
may be unable to make timely interest or principal payments and may be in
default and in arrears in interest and principal payments.

Ratings of S&P and Moody's represent their opinions of the
quality of bonds and other debt securities they undertake to rate at the time of
issuance, however, ratings are not absolute standards of quality and may not
reflect changes in an issuer's creditworthiness. Accordingly, the Advisors do
not rely exclusively on ratings issued by S&P or Moody's in selecting portfolio
securities but supplement such ratings with independent and ongoing review of
credit quality. In addition, the total return the Fund may earn from investments
in high yield securities will be significantly affected not only by credit
quality but by fluctuations in the markets in which such securities are traded.
Accordingly, selection and supervision by the Advisors of investments in lower
rated securities involves continuous analysis of individual issuers, general
business conditions, activities in the high yield bond market and other factors.
The analysis of issuers may include, among other things, historic and current
financial conditions, strength of management, responsiveness to business
conditions, credit standing and current and anticipated results of operations.
Analysis of general business conditions and other factors may include
anticipated changes in economic activity in interest rates, the availability of
new investment opportunities and the economic outlook for specific industries.

Investing in higher yield, lower rated bonds entails
substantially greater risk than investing in investment grade bonds, including
not only credit risk, but potentially greater market volatility and lower
liquidity. Yields and market values of high yield bonds will fluctuate over
time,

<PAGE>

reflecting not only changing interest rates but also the bond market's
perception of credit quality and the outlook for economic growth. When economic
conditions appear to be deteriorating, lower rated bonds may decline in value
due to heightened concern over credit quality, regardless of prevailing interest
rates. In addition, in adverse economic conditions, the liquidity of the
secondary market for junk bonds may be significantly reduced. In addition,
adverse economic developments could disrupt the high yield market, affecting
both price and liquidity, and could also affect the ability of issuers to repay
principal and interest, thereby leading to a default rate higher than has been
the case historically. Even under normal conditions, the market for lower rated
bonds may be less liquid than the market for investment grade corporate bonds.
There are fewer securities dealers in the high yield market and purchasers of
high yield bonds are concentrated among a smaller group of securities dealers
and institutional investors. In periods of reduced market liquidity, the market
for lower rated bonds may become more volatile and there may be significant
disparities in the prices quoted for high yield securities by various dealers.
Under conditions of increased volatility and reduced liquidity, it would become
more difficult for the Fund to value its portfolio securities accurately because
there might be less reliable, objective data available.

Finally, prices for high yield bonds may be affected by
legislative and regulatory developments. For example, from time to time,
Congress has considered legislation to restrict or eliminate the corporate tax
deduction for interest payments or to regulate corporate restructurings such as
takeovers, mergers or leveraged buyouts. Such legislation may significantly
depress the prices of outstanding high yield bonds.

Repurchase Agreements

The Fund may enter into repurchase agreements with domestic banks
or broker-dealers deemed to be creditworthy by ICC, and the Fund's sub-advisor,
ABIM under guidelines approved by the Board of Directors. A repurchase agreement
is a short-term investment in which the purchaser (i.e., the Fund) acquires
ownership of a debt security and the seller agrees to repurchase the obligation
at a future time and set price, usually not more than seven days from the date
of purchase, thereby determining the yield during the purchaser's holding
period. The value of underlying securities will be at least equal at all times
to the total amount of the repurchase obligation, including the interest factor.
The Fund makes payment for such securities only upon physical delivery or
evidence of book entry transfer to the account of a custodian or bank acting as
agent. The underlying securities, which in the case of the Fund are securities
of the U.S. Government only, may have maturity dates exceeding one year. The
Fund does not bear the risk of a decline in value of the underlying securities
unless the seller defaults under its repurchase obligation. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and loss
including (a) possible decline in the value of the underlying security while the
Fund seeks to enforce its rights thereto, (b) possible subnormal levels of
income and lack of access to income during this period and (c) expenses of
enforcing its rights.

Foreign Investment Risk Considerations

From time to time, the Advisors may invest up to 10% of the
Fund's assets in American Depository Receipts, which are interests in securities
of foreign companies, and in debt and equity securities issued by foreign
corporate and government issuers when the Advisors believe that such investments
provide good opportunities for achieving income and capital gains without undue
risk. Foreign investments involve substantial and different risks which should
be carefully considered by any potential investor. In general, less information
is publicly available about foreign companies than

<PAGE>

is available about companies in the United States. Most foreign companies are
not subject to uniform audit and financial reporting standards, practices and
requirements comparable to those in the United States. In most foreign markets
volume and liquidity are less than in the United States and, at times,
volatility of price can be greater than in the United States. Fixed commissions
on foreign stock exchanges are generally higher than the negotiated commissions
on United States exchanges. There is generally less government supervision and
regulation of foreign stock exchanges, brokers, and companies in the United
States. The settlement period for foreign securities, which are often longer
than those for securities of U.S. issuers, may affect portfolio liquidity.
Portfolio securities held by the Fund which are listed on foreign exchanges may
be traded on days that the Fund does not value its securities, such as Saturdays
and the customary United States business holidays on which the New York Stock
Exchange is closed. As a result, the net asset value of Shares may be
significantly affected on days when shareholders do not have access to the Fund.

Although the Fund intends to invest in securities of companies
and governments of developed, stable nations, there is also the possibility of
adverse changes in investment or exchange control regulations, expropriation or
confiscatory taxation, limitations on the removal of funds or other assets,
political or social instability, or diplomatic developments which could
adversely affect investments, assets or securities transactions of the Fund in
some foreign countries. The dividends and interest payable on certain of the
Fund's foreign portfolio securities may be subject to foreign withholding taxes,
thus reducing the net amount available for distribution to the Fund's
shareholders. The expense ratio of the Fund can be expected to be higher than
those of investment companies investing in domestic securities due to the
additional cost of custody of foreign securities.

Investment Restrictions

The Fund's investment program is subject to a number of
investment restrictions which reflect self-imposed standards as well as federal
and state regulatory limitations. The investment restrictions recited below are
in addition to those described in the Fund's Prospectuses, and are matters of
fundamental policy and may not be changed without the affirmative vote of a
majority of the outstanding Shares. Accordingly, the Fund will not:

1. Invest in real estate or mortgages on real estate;

2. Purchase or sell commodities or commodities contracts,
including financial futures contracts;

3. Act as an underwriter of securities within the meaning of the
U.S. federal securities laws except insofar as it might be deemed to be an
underwriter upon disposition of certain portfolio securities acquired within the
limitation on purchases of restricted securities;

4. Issue senior securities;

5. Make loans, except that the Fund may purchase or hold debt
instruments and enter into repurchase agreements in accordance with its
investment objectives and policies;

6. Effect short sales of securities;

7. Purchase securities on margin (but the Fund may obtain such
short-term credits as may be necessary for the clearance of transactions);

<PAGE>

8. Purchase participations or other direct interests in oil, gas
or other mineral leases or exploration or development programs; or

9. Invest more than 10% of the value of its net assets in
illiquid securities (as defined under federal or state securities laws),
including repurchase agreements with remaining maturities in excess of seven
days, provided, however, that the Fund shall not invest more than 5% of its
total assets in securities that the Fund is restricted from selling to the
public without registration under the Securities Act of 1933, as amended
(excluding restricted securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933, as amended, that have been determined to be liquid
by the Fund's Board of Directors based upon the trading markets for such
securities).

The following are investment restrictions that may be changed by
a vote of the majority of the Board of Directors. The Fund will not:

1. Purchase any securities of unseasoned issuers which have been
in operation directly or through predecessors for less than three years;

2. Invest in shares of any other investment company registered
under the Investment Company Act, other than in connection with a merger,
consolidation, reorganization or acquisition of assets;

3. Purchase or retain the securities of any issuer if to the
knowledge of the Fund any officer or Director of the Fund or its investment
advisor owns beneficially more than .5% of the outstanding securities of such
issuer and together they own beneficially more than 5% of the securities of such
issuer;

4. Invest in companies for the purpose of exercising management
or control;

5. Invest in puts or calls or any combination thereof, except
that the Fund may write covered call options and may enter into related closing
transactions in accordance with its investment objectives and policies;

6. Purchase warrants, if by reason of such purchase more than 5%
of the Fund's net assets (taken at market value) will be invested in warrants,
valued at the lower of cost or market. Included within this amount, but not to
exceed 2% of the value of the Fund's net assets, may be warrants that are not
listed on the New York or American Stock Exchange. For the purpose of the
foregoing calculations, warrants acquired by the Fund in units or attached to
securities will be deemed to be without value and therefore not included within
the preceding limitations; or

7. Invest in real estate limited partnerships.

The percentage limitations contained in these restrictions apply
at the time of purchase of securities.

<PAGE>

3. VALUATION OF SHARES AND REDEMPTION

Valuation of Shares

The net asset value per Share is determined once daily as of 4:00
p.m. (Eastern Time) each day on which the New York Stock Exchange is open for
business ("Business Day"). The New York Stock Exchange is open for business (a
"Business Day") on all weekdays except for the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

Redemption

The Fund may suspend the right of redemption or postpone the date
of payment during any period when (a) trading on the New York Stock Exchange is
restricted by applicable rules and regulations of the SEC; (b) the New York
Stock Exchange is closed for other than customary weekend and holiday closings;
(c) the SEC has by order permitted such suspension; or (d) an emergency exists
as determined by the SEC so that valuation of the net assets of the Fund is not
reasonably practicable.

Under normal circumstances, the Fund will redeem Class A Shares
and Class B Shares by check, and Institutional Shares by wire transfer of funds,
as described in the Prospectuses relating to such Shares. However, if the Board
of Directors determines that it would be in the best interests of the remaining
shareholders of the Fund to make payment of the redemption price in whole or in
part by a distribution in kind of readily marketable securities from the
portfolio of the Fund in lieu of cash, in conformity with applicable rules of
the SEC, the Fund will make such distributions in kind. If Shares are redeemed
in kind, the redeeming shareholder will incur brokerage costs in later
converting the assets into cash. The method of valuing portfolio securities is
described under "Valuation of Shares" and such valuation will be made as of the
same time the redemption price is determined. The Fund, however, has elected to
be governed by Rule 18f-1 under the Investment Company Act pursuant to which the
Fund is obligated to redeem Shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund during any 90-day period for any one
shareholder.

4. FEDERAL TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS

The following discussion of federal income tax consequences is
based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.

The following is only a summary of certain additional tax
considerations generally affecting the Fund and its shareholders that are not
described in the Fund's Prospectuses. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders and the
discussion here and in the Fund's Prospectuses is not intended as a substitute
for careful tax planning.

<PAGE>

Qualification as a Regulated Investment Company

The Fund has elected to be, and has been, taxed as a regulated
investment company ("RIC") under Subchapter M of the Code. However, in order to
qualify as a RIC for any taxable year, the Fund generally must (1) derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans and gains from the sale or other disposition of
stock, securities or foreign currencies and other income (including, but not
limited to, gains from options, futures or forward contracts) derived with
respect to its business of investing in securities or currencies (the "Income
Requirement"), and (2) derive less than 30% of its gross income (exclusive of
certain gains from designated hedging transactions that are offset by realized
or unrealized losses on offsetting positions) from gains on the sale or other
disposition of certain investments if such investments are held for less than
three months (the "Short-Short Gain Test"): (a) securities (as defined in
Section 2(a)(36) of the Investment Company Act; (b) options, futures or forward
contracts (other than options, futures or forward contracts on foreign
currencies); and (c) foreign currencies (or options, futures or forward
contracts on foreign currencies) but only if such currencies (or options,
futures or forward contracts) are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect to
securities).

To the extent that the Fund is able and chooses to identify and
designate offsetting positions (e.g., options that the Fund has written and the
securities covered by such options) as "hedges", increases and decreases in the
value of such positions will be netted for the purposes of determining whether
the Short-Short Gain Test has been satisfied. The Short-Short Gain Test will not
prevent the Fund from disposing of investments at a loss, since the recognition
of a loss before the expiration of the three-month holding period is
disregarded.

In addition, at the close of each quarter of the Fund's taxable
year, at least 50% of the value of its total assets must consist of cash and
cash items, U.S. government securities, securities of other RICs and securities
of other issuers (as to which the Fund has not invested more than 5% of the
value of its total assets in securities of any such issuer and as to which the
Fund does not hold more than 10% of the outstanding voting securities of any
such issuer), and no more than 25% of the value of its total assets may be
invested in the securities of any one issuer (other than U.S. government
securities and securities of other RICs), or in two or more issuers which the
Fund controls and which are engaged in the same or similar trades or businesses
or related trades or businesses (the "Asset Diversification Test"). The Fund
will not lose its status as a RIC if it fails to meet the Asset Diversification
Test solely as a result of a fluctuation in value of portfolio assets not
attributable to a purchase. The Fund may curtail its investments in certain
securities where the application thereto of the Asset Diversification Test is
uncertain.

Under Subchapter M, the Fund is exempt from federal income tax on
its net investment income and capital gains which it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (net investment income and the excess of net short term
capital gains over net long term capital losses) for the year (the "Distribution
Requirement") and complies with the other requirements of the Code described
above. Distributions of investment company taxable income made during the
taxable year or, under certain specified circumstances, within twelve months
after the close of the taxable year will satisfy the Distribution Requirement.
The Distribution Requirement for any year may be waived if a RIC establishes to
the satisfaction of the Internal Revenue Service that it is unable to satisfy
the Distribution Requirement by reason of distributions previously made for the
purpose of avoiding liability for federal excise tax.

<PAGE>

Although the Fund intends to distribute substantially all of its
net investment income and capital gains for any taxable year, the Fund will be
subject to federal income taxation to the extent any such income or gains are
not distributed.

If for any taxable year, the Fund does not qualify as a RIC, all
of its taxable income will be subject to tax at regular corporate income tax
rates without any deduction for distributions to shareholders, and all such
distributions generally will be taxable to shareholders as ordinary dividends to
the extent of the Fund's current and accumulated earnings and profits. Such
distributions generally will be eligible for the 70% dividends received
deduction for corporate shareholders.

Fund Distributions

Distributions of investment company taxable income will be
taxable to shareholders as ordinary income, regardless of whether such
distributions are paid in cash or are reinvested in additional Shares. The Fund
anticipates that it will distribute substantially all of its investment company
taxable income for each taxable year.

The Fund may either retain or distribute to shareholders its
excess of net long-term capital gains over net short-term capital losses ("net
capital gains") for each taxable year. If such gains are distributed as a
capital gains distribution, they are taxable to shareholders as long-term
capital gains, regardless of the length of time the shareholder has held Shares,
whether or not such gains were recognized by the Fund prior to the date on which
a shareholder acquired Shares and whether or not the distribution was paid in
cash or reinvested in Shares. Conversely, if the Fund elects to retain its net
capital gains, it will be taxed thereon (except to the extent of any available
capital loss carryovers) at the applicable corporate capital gains tax rate. In
this event, it is expected that the Fund also will elect to have shareholders
treated as having received a distribution of such gains, with the result that
shareholders will be required to report such gains on their returns as long-term
capital gains, will receive a tax credit for their allocable share of capital
gains tax paid by the Fund on the gains, and will increase the tax basis for
their Shares by an amount equal to 65% of such gains.

In the case of corporate shareholders, Fund distributions (other
than capital gains distributions) generally qualify for the 70% dividends
received deduction to the extent of the gross amount of certain qualifying
dividends received by the Fund for the year. Generally, a dividend will be
treated as a qualifying dividend if it has been received from a domestic
corporation. For purposes of the alternative minimum tax and the environmental
tax, corporate shareholders generally will be required to take the full amount
of any dividend received from the Fund into account in determining their
adjusted current earnings for purposes of computing "alternative minimum taxable
income."

Generally, gain or loss on the sale or exchange of a Share will
be capital gain or loss which will be long-term if the Share has been held for
more than one year and otherwise will be short-term. However, if a shareholder
realizes a loss on the sale, exchange or redemption of a Share held for six
months or less and has previously received a capital gains distribution with
respect to the Share (or has included in income any undistributed net capital
gains of the Fund with respect to such Share), the shareholder must treat the
loss as a long-term capital loss to the extent of the amount of the prior
capital gains distribution (or any undistributed net capital gains of the Fund
with respect to such Share which have been included in the shareholder's
income). In addition, any loss realized on a sale or other disposition of Shares
will be disallowed to the extent an investor repurchases (or enters into a
contract or option to repurchase) Shares within a period of 61 days (beginning
30 days before and ending 30 days after the disposition of the Shares).
Investors should particularly note that

<PAGE>

this loss disallowance rule will apply to Shares received through the
reinvestment of dividends during the 61-day period.

Investors should be careful to consider the tax implications of
purchasing Shares just prior to the ex-dividend date of any ordinary income
dividend or capital gains distribution. Those purchasing just prior to an
ordinary income dividend or capital gains distribution will be taxable on the
entire amount of the dividend received, even though the net asset value per
Share on the date of such purchase may have reflected the amount of such
forthcoming dividend or distribution.

The Fund will be required in certain cases to withhold and remit
to the United States Treasury 31% of distributions payable to any shareholder
who (1) has provided either an incorrect taxpayer identification number or no
number at all, (2) is subject to backup withholding by the Internal Revenue
Service for failure to properly report receipt of interest or dividends, or (3)
who has failed to certify to the Fund that such shareholder is not subject to
backup withholding.

The Fund will provide a statement annually to shareholders as to
the federal income tax status of distributions paid (or deemed to be paid) by
the Fund during the year, including the amount of dividends eligible for the
corporate dividends received deduction.

Federal Excise Tax; Miscellaneous Considerations

The Code imposes a nondeductible 4% federal excise tax on RICs
that do not distribute in each calendar year an amount equal to 98% of their
ordinary income for the calendar year plus 98% of their capital gain net income
for the one-year period (the excess of long and short-term capital gain over
long and short-term capital loss) ending on October 31 of such calendar year.
The excise tax is imposed on the undistributed part of this required
distribution. In addition, the balance of such income must be distributed during
the next calendar year to avoid liability for the excise tax in that year. For
the foregoing purposes, an investment company is treated as having distributed
any amount on which it is subject to income tax for any taxable year ending in
such calendar year. Because the Fund intends to distribute all of its income
currently (or to retain, at most its net capital gains and pay tax thereon), the
Fund does not anticipate incurring any liability for this excise tax. However,
the Fund may in certain circumstances be required to liquidate portfolio
investments in order to make sufficient distributions to avoid excise tax
liability and the liquidation of such investments in such circumstances may
affect the ability of the Fund to satisfy the Short-Short Gain Test.

Rules of state and local taxation of dividend and capital gains
distributions from RICs often differ from the rules for federal income taxation
described above. Shareholders are urged to consult their tax advisers as to the
consequences of these and other state and local tax rules affecting an
investment in the Fund.

5. MANAGEMENT OF THE FUND

Directors and Officers

The Directors and executive officers of the Fund, their
respective dates of birth and their principal occupations during the last five
years are set forth below. Unless otherwise indicated, the address of each
Director and executive officer is 135 East Baltimore Street, Baltimore, Maryland
21202.

<PAGE>

*TRUMAN T. SEMANS, Chairman (10/27/27)
Managing Director, Alex. Brown & Sons Incorporated; Chartered Financial
Analyst; President, Investment Company Capital Corp. (registered
investment advisor).

*W. JAMES PRICE, Director (10/6/24)
6885 North Ocean Boulevard, Apartment #306, Ocean Ridge, Florida
33435-3343. Director, Boca Research, Inc. (computer peripherals);
Managing Director Emeritus, Alex. Brown & Sons Incorporated; Director,
CSX Corporation (transportation) and PHH Corporation (business
services).

*RICHARD T. HALE, Director (7/17/45)
Managing Director, Alex. Brown & Sons Incorporated; Chartered Financial
Analyst; President, Investment Company Capital Corp. (registered
investment advisor).

JAMES J. CUNNANE, Director (3/11/38)
CBC Capital, 264 Carlyle Lake Drive, St. Louis, Missouri 63141. Managing
Director, CBC Capital (merchant banking), 1993-Present; Formerly, Senior
Vice-President and Chief Financial Officer, General Dynamics Corporation
(defense), 1989-1993 and Director, The Arch Fund (registered investment
company).

JOHN F. KROEGER, Director (8/11/24)
37 Pippins Way, Morristown, New Jersey 07960. Director/Trustee, AIM
Funds (registered investment companies); Formerly, Consultant, Wendell &
Stockel Associates, Inc. (consulting firm); General Manager, Shell Oil
Company.

LOUIS E. LEVY, Director (11/16/32)
26 Farmstead Road, Short Hills, New Jersey 07078. Director,
Kimberly-Clark Corporation (personal consumer products) and Household
International (banking and finance); Chairman of the Quality Control
Inquiry Committee, American Institute of Certified Public Accountants;
Formerly, Trustee, Merrill Lynch Funds for Institutions, 1991-1993;
Adjunct Professor, Columbia University-Graduate School of Business,
1991-1992; Partner, KPMG Peat Marwick, retired 1990.

EUGENE J. McDONALD, Director (7/14/32)
Duke Management Company, Erwin Square, Suite 1000, 2200 West Main
Street, Durham, North Carolina 27705. President, Duke Management Company
(investments); Executive Vice President, Duke University (education,
research and health care).

HARRY WOOLF, Director (8/12/23)
Institute for Advanced Study, South Olden Lane, Princeton, New Jersey
08540. Professor-at Large Emeritus, Institute for Advanced Study;
Director, (registered investment companies);] ATL and Spacelabs Medical
Corp. (medical equipment) and Family Health International (nonprofit
research and education); Trustee, Reed College (education); Director,
Research America (nonprofit medical research); Formerly, Trustee,
Rockefeller Foundation; and Director, Merrill Lynch Cluster C Funds
(registered investment companies).

J. DORSEY BROWN, III, President (8/26/39)
Managing Director, Alex. Brown & Sons Incorporated; Formerly, Chief
Executive Officer and General Partner, Alex. Brown Investment
Management.

<PAGE>

HOBART C. BUPPERT, Executive Vice President (8/1/46)
Vice President and Portfolio Manager, Alex. Brown Investment Management
(registered investment advisor), 1984-Present; President, Buppert,
Behrens & Owen, Inc. 1987-Present.

LEE S. OWEN, Executive Vice President (10/27/47)
Vice President and Portfolio Manager, Alex. Brown Investment Management
(registered investment advisor); Vice President and Secretary, Buppert,
Behrens & Owen, Inc.

BRUCE E. BEHRENS, Vice President (4/20/44)
Vice President and Portfolio Manager, Alex. Brown Investment Management
(registered investment advisor); Vice President and Treasurer, Buppert,
Behrens & Owen, Inc.

EDWARD J. VEILLEUX, Vice President (8/26/43)
Principal, Alex. Brown & Sons Incorporated; Executive Vice President,
Investment Company Capital Corp. (registered investment advisor); Vice
President, Armata Financial Corp. (registered broker-dealer).

GARY V. FEARNOW, Vice President (12/6/44)
Managing Director, Alex. Brown & Sons Incorporated; Manager, Special
Products Department, Alex. Brown & Sons Incorporated.

BRIAN C. NELSON, Vice President (7/31/59)
Vice President, Alex. Brown & Sons Incorporated, Investment Company
Capital Corp. (registered investment advisor) and Armata Financial Corp.
(registered broker-dealer).

JOSEPH A. FINELLI, Treasurer (1/24/57)
Vice President, Alex. Brown & Sons Incorporated, September 1995-Present;
Formerly, Vice President and Treasurer, The Delaware Group of Funds
(registered investment companies) and Vice President, Delaware
Management Company, Inc., 1980-1995.

EDWARD J. STOKEN, Secretary (8/7/47)
Compliance Officer, Alex. Brown & Sons Incorporated, April 1995-Present;
Formerly, Legal Advisor, Federated Investors (registered investment
advisor), 1991-1995.

LAURIE D. DePRINE, Assistant Secretary (1/1/66)
Asset Management Department, Alex. Brown & Sons Incorporated, 1991 -
Present; Formerly, student 1989-1991.

- ---------------------
* A Director who is an "interested person", as defined in the Investment
Company Act.

Directors and officers of the Fund are also directors and officers of
some or all of the other investment companies managed, administered, advised or
distributed by Alex. Brown or its affiliates. There are currently 12 funds in
the Flag Investors/ISI Funds and Alex. Brown Cash Reserve Fund, Inc. fund
complex (the "Fund Complex"). Mr. Price serves as a Director of seven funds in
the Fund Complex and Mr. Semans serves as a Director of eight funds in the Fund
Complex. Messrs. Cunnane, Kroeger, Levy, McDonald and Woolf serve as Directors
of each fund in the Fund Complex. Mr. Hale serves as President and Director of
one fund, Vice President of one fund and as a Director of 10 other funds in the
Fund Complex. Mr. Behrens serves as President of one fund and Vice President

<PAGE>

of two funds in the Fund Complex. Mr. Brown serves as President of one fund and
Vice President of two funds in the Fund Complex. Mr. Buppert serves as Vice
President of three funds in the Fund Complex and Mr. Owen serves as President of
one fund and Vice President of two funds in the Fund Complex. Mr. Fearnow serves
as Vice President of 10 funds in the Fund Complex. Mr. Veilleux serves as
Executive Vice President of one fund and as Vice President of 11 funds in the
Fund Complex. Mr. Nelson serves as Vice President, Mr. Finelli serves as
Treasurer, Mr. Stoken serves as Secretary and Ms. DePrine serves as Assistant
Secretary, respectively, of each of the funds in the Fund Complex.

Some of the Directors of the Fund are customers of, and have had normal
brokerage transactions with, Alex. Brown in the ordinary course of business. All
such transactions were made on substantially the same terms as those prevailing
at the time for comparable transactions with unrelated persons. Additional
transactions may be expected to take place in the future.

Officers of the Fund receive no direct remuneration in such
capacity from the Fund. Officers and Directors of the Fund who are officers or
directors of Alex. Brown may be considered to have received remuneration
indirectly. As compensation for his services, each Director who is not an
"interested person" of the Fund (as defined in the Investment Company Act) (a
"Non-Interested Director") receives an aggregate annual fee (plus reimbursement
for reasonable out-of-pocket expenses incurred in connection with his attendance
at board and committee meetings) from all Flag Investors/ISI Funds and Alex.
Brown Cash Reserve Fund, Inc. for which he serves. In addition, the Chairman of
the Fund Complex's Audit Committee receives an aggregate annual fee from the
Fund Complex. Payment of such fees and expenses are allocated among all such
funds described above in proportion to their relative net assets. For the fiscal
year ended March 31, 1996, Non-Interested Directors' fees attributable to the
assets of the Fund totalled approximately $10,500. The following table shows
aggregate compensation and retirement benefits paid to each of the Fund's
Directors by the Fund and the Fund Complex, respectively, in the fiscal year
ended March 31, 1996.

<PAGE>

COMPENSATION TABLE
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
Name of Person, Aggregate Compensation Pension or Retirement Estimated Total Compensation from the Fund
Position From the Fund for the Benefits Accrued as Annual Benefits and Fund Complex Paid to
Fiscal Year Ended Part of Fund Expenses Upon Retirement Directors for the Fiscal Year Ended
March 31, 1996 March 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
*Truman T. Semans $0 $0 $0 $0
Chairman

*W. James Price $0 $0 $0 $0
Director

*Richard T. Hale $0 $0 $0 $0
Director

James J. Cunnane $1,577(1) $0 $19,500 $39,000 for service
Director on 13 Boards(2)

**N. Bruce Hannay $1,443(2) $+ $19,500 $35,786 for service
Director on 13 Boards(2)

John F. Kroeger $1,860(3) $+ $24,500 $45,950 for service
Director on 13 Boards(2)

Louis E. Levy $1,577(3) $+ $19,500 $39,000 for service
Director on 13 Boards(2)

Eugene J. McDonald $1,577(3) $+ $19,500 $39,000 for service
Director on 13 Boards(2)

Harry Woolf $1,577(3) $+ $19,500 $39,000 for service
Director on 13 Boards(2)
</TABLE>

- ----------
* A Director who is an "interested person" as defined in the Investment
Company Act.
** Retired on January 31, 1996 and is now deceased.
*** Elected to the Board on June 1, 1995.

+ The Fund Complex has adopted a retirement plan for eligible Directors, as
described below. The actuarially computed pension expense for the year
ended March 31, 1996 was approximately $7,000.
1 $1,577 of this amount has been deferred pursuant to a deferred
compensation plan.
2 $1,170 of this amount has been deferred pursuant to a deferred
compensation plan.
3 $0 of this amount has been deferred pursuant to a deferred compensation
plan.
4 One of the funds ceased operations on May 17, 1995.

The Fund Complex has adopted a Retirement Plan (the "Retirement
Plan") for Directors who are not employees of the Fund, the Fund's Advisor or
their respective affiliates (the "Participants"). After completion of six years
of service, each Participant will be entitled to receive an annual retirement
benefit equal to a percentage of the fee earned by him in his last year of
service. Upon retirement, each Participant will receive annually 10% of such fee
for each year that he served after completion of the first five years, up to a
maximum annual benefit of 50% of the fee earned by him in his last year of
service. The fee will be paid quarterly, for life, by each Fund for which he
serves. The Retirement Plan is unfunded and unvested. Messrs. Kroeger and Woolf
have qualified but have not received benefits. The Fund has one Participant, a
Director who retired effective December 31, 1994 who has qualified for the
Retirement Plan and who will be paid a quarterly fee of $4,875 by the Fund
Complex for the rest of his life. Such fee is allocated to each fund in the Fund
Complex based upon the relative net assets of such fund to the Fund Complex.

<PAGE>

Beginning in December, 1994, any Director who receives fees from
the Fund is permitted to defer a minimum of 50%, or up to all, of his annual
compensation pursuant to a Deferred Compensation Plan. Messrs. Cunnane, Kroeger,
Levy, McDonald and Woolf have each executed a Deferred Compensation Agreement.
Currently, the deferring Directors may select various Flag and Alex. Brown Funds
in which all or part of their deferral account shall be deemed to be invested.
Distributions from the deferring Directors' deferral accounts will be paid in
cash, in generally quarterly installments over a period of ten years.

Code of Ethics

The Board of Directors of the Fund has adopted a Code of Ethics
pursuant to Rule 17j-1 under the Investment Company Act. The Code of Ethics
significantly restricts the personal investing activities of all employees of
ICC and the directors and officers of Alex. Brown. As described below, the Code
of Ethics imposes additional, more onerous, restrictions on the Fund's
investment personnel, including the portfolio managers and employees who execute
or help execute a portfolio manager's decisions or who obtain contemporaneous
information regarding the purchase or sale of a security by the Fund.

The Code of Ethics requires that all employees of ICC, any
director or officer of Alex. Brown, and all Directors, preclear any personal
securities investments (with certain exceptions, such as non-volitional
purchases or purchases which are part of an automatic dividend reinvestment
plan). The preclearance requirement and associated procedures are designed to
identify any substantive prohibition or limitation applicable to the proposed
investment. The substantive restrictions applicable to investment personnel
include a ban on acquiring any securities in an initial public offering, a
prohibition from profiting on short-term trading in securities and preclearance
of the acquisition of securities in private placements. Furthermore, the Code of
Ethics provides for trading "blackout periods" that prohibit trading by
investment personnel and certain other employees within periods of trading by
the Fund in the same security.

6. INVESTMENT ADVISORY AND OTHER SERVICES

On March 13, 1992, the Board of Directors of the Fund, including
a majority of the Non-Interested Directors, approved an Investment Advisory
Agreement between the Fund and ICC and a Sub-Advisory Agreement among the Fund,
ICC and ABIM, both of which contracts are described in greater detail below. The
Investment Advisory Agreement and the Sub-Advisory Agreement were approved by
the sole shareholder of the Fund on June 5, 1992. ICC, the investment advisor,
is a wholly-owned subsidiary of Alex. Brown Financial Corporation and an
indirect subsidiary of Alex. Brown Incorporated. ICC is also the investment
advisor to Alex. Brown Cash Reserve Fund, Inc., Flag Investors Telephone Income
Fund, Inc., Flag Investors International Fund, Inc., Flag Investors Emerging
Growth Fund, Inc., Flag Investors Intermediate-Term Income Fund, Inc., Flag
Investors Maryland Intermediate Tax Free Income Fund, Inc., Flag Investors Real
Estate Securities Fund, Inc. and Flag Investors Equity Partners Fund, Inc.,
which, are distributed by Alex. Brown, the Fund's distributor.

ABIM is a limited partnership affiliated with Alex. Brown.
Buppert, Behrens & Owens, Inc., a company organized and owned by three employees
of ABIM, owns a 49% limited partnership interest and a 1% general partnership
interest in ABIM. Alex. Brown owns a 1% general partnership interest in ABIM and
Alex. Brown Incorporated owns the remaining 49% limited partnership interest.
ABIM, also the sub-advisor to Flag Investors Telephone Income Fund, Inc. and
Flag Investors Equity Partners Fund, Inc. is a registered investment advisor
with approximately $4.9 billion under management as of May 31, 1996.

Under the Investment Advisory Agreement, ICC obtains and
evaluates economic, statistical and financial information to formulate and
implement investment policies for the Fund. ICC has delegated this
responsibility to ABIM, provided that ICC continues to supervise the performance
of ABIM and report thereon to the Fund's Board of Directors. Any investment
program undertaken by ICC or ABIM will at all times be subject to policies and
control of the

<PAGE>

Fund's Board of Directors. ICC will provide the Fund with office space for
managing its affairs, with the services of required executive personnel and with
certain clerical and bookkeeping services and facilities. These services are
provided by ICC without reimbursement by the Fund for any costs. Neither ICC nor
ABIM shall be liable to the Fund or its shareholders for any act or omission by
ICC or ABIM or any losses sustained by the Fund or its shareholders except in
the case of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duty. The services of ICC and ABIM to the Fund are not exclusive
and ICC and ABIM are free to render similar services to others.

As compensation for its services, ICC is entitled to receive a
fee from the Fund, calculated daily and paid monthly, at the annual rate of
1.00% of the first $50 million of the Fund's average daily net assets, .85% of
the Fund's average daily net assets in excess of $50 million but not exceeding
$100 million, .80% of the Fund's average daily net assets in excess of $100
million but not exceeding $200 million, and .70% of the Fund's average daily net
assets in excess of $200 million. As compensation for its services, ABIM is
entitled to receive a fee from ICC, payable from its advisory fee, calculated
daily and payable monthly, at the annual rate of .75% of the first $50 million
of the Fund's average daily net assets, .60% of the Fund's average daily net
assets in excess of $50 million but not exceeding $200 million, and .50% of the
Fund's average daily net assets in excess of $200 million.

This fee is higher than that paid by most mutual funds, but ICC
has voluntarily agreed to waive a portion of its fee from time to time so that
the Fund's total operating expenses do not exceed 1.35% of the Class A Shares'
average daily net assets, 2.10% of the Class B Shares' average daily net assets
and 1.10% of the Institutional Shares' average daily net assets.

ICC has agreed to reduce its aggregate fees on a monthly basis
for any fiscal year to the extent required so that the amount of the ordinary
expenses of the Fund (excluding brokerage commissions, interest, taxes and
extraordinary expenses such as legal claims, liabilities, litigation costs and
indemnification related thereto) paid or incurred by the Fund for such fiscal
year does not exceed the expense limitations applicable to the Fund imposed by
the securities laws or regulations of the states in which the Fund's Shares are
registered or qualified for sale, as such limitations may be raised or lowered
from time to time. Currently, the most restrictive of such expense limitations
requires ICC to reduce its fees to the extent required so that ordinary expenses
of the Fund (excluding brokerage commissions, interest, taxes, and extraordinary
expenses such as legal claims, liabilities, litigation costs and indemnification
related thereto) do not exceed 2.5% of the first $30 million of the Fund's
average daily net assets, 2.0% of the next $70 million of the Fund's average
daily net assets and 1.5% of the Fund's average daily net assets in excess of
$100 million. In addition, if required to do so by any applicable state
securities laws or regulations, ICC will reimburse the Fund to the extent
required to prevent the expense limitations of any state law or regulation from
being exceeded.

The Investment Advisory Agreement and the Sub-Advisory Agreement
will continue in effect from year to year if such continuance is specifically
approved at least annually by the Fund's Board of Directors, including a
majority of the Non-Interested Directors who have no direct or indirect
financial interest in such agreements, by votes cast in person at a meeting
called for such purpose, or by a vote of a majority of the outstanding Shares
(as defined under "Capital Stock"). The Investment Advisory Agreement and the
Sub-Advisory Agreement were most recently approved for continuance by the Board
of Directors on September 25, 1995. The Fund or ICC may terminate the Investment
Advisory Agreement on sixty days' written notice without penalty. The Investment
Advisory Agreement will terminate automatically in the event of assignment (as
defined in the Investment Company Act). The Sub-Advisory Agreement has similar
termination provisions. For the fiscal year ended March 31, 1996, the Fund paid
ICC advisory fees of $1,651,971 and from such fee ICC paid ABIM fees of
$1,225,064. For the fiscal years ended March 31, 1995 and March 31, 1994, the
Fund paid ICC fees (net of fee waivers of $67,326 and $38,495) of $1,248,666 and
$1,248,666, and ICC paid ABIM from the fees it received $967,323 and $760,523,
respectively. Absent such fee waivers, the Class A Shares' Total Operating
Expenses would have been 1.40% and 1.38%, of its average net assets for the
fiscal years ended March 31, 1995 and March 31, 1994, respectively. Absent
waivers for the fiscal period from January 3, 1995 (commencement of operations)
through March 31, 1995, the Class B Shares' Total Operating Expenses would have
been 2.17% (annualized) of its average net assets. Absent fee waivers, for the
years ended March 31, 1995 and March 31,

<PAGE>

1994, the Class D Shares' Total Operating Expenses would have been 1.74% and
1.73% respectively, of its average net assets.

ICC also serves as the Fund's transfer and dividend disbursing
agent and provides accounting services to the Fund. (See "Custodian, Transfer
Agent and Accounting Services.")

7. DISTRIBUTION OF FUND SHARES

Alex. Brown serves as the exclusive distributor of the Fund's
Shares pursuant to three separate Distribution Agreements, one for each class of
the Fund's Shares.

The Class A Shares and the Class B Shares

The Distribution Agreements for the Class A Shares and the Class
B Shares (collectively, the "Class A and Class B Distribution Agreements")
provide that Alex. Brown has the exclusive right to distribute the related class
of Flag Investors Value Builder Fund Shares either directly or through other
broker-dealers and further provide that Alex. Brown will: (a) solicit and
receive orders for the purchase of Shares; (b) accept or reject such orders on
behalf of the Fund in accordance with the Fund's currently effective Prospectus
and transmit such orders as are accepted to the Fund's transfer agent as
promptly as possible; (c) receive requests for redemptions and transmit such
redemption requests to the Fund's transfer agent as promptly as possible; and
(d) respond to inquiries from shareholders concerning the status of their
accounts and the operations of the Fund. Alex. Brown has not undertaken to sell
any specific number of Shares. The Class A and Class B Distribution Agreements
further provide that, in connection with the distribution of Shares, Alex. Brown
will be responsible for all of the promotional expenses. The services provided
by Alex. Brown to the Fund are not exclusive, and Alex. Brown is free to provide
similar services to others. Alex. Brown shall not be liable to the Fund or its
shareholders for any act or omission by Alex. Brown or any losses sustained by
the Fund or its shareholders except in the case of willful misfeasance, bad
faith, gross negligence or reckless disregard of duty.

Alex. Brown and certain broker-dealers ("Participating Dealers")
have entered into Sub-Distribution Agreements under which such broker-dealers
have agreed to process investor purchase and redemption orders and respond to
inquiries from shareholders concerning the status of their accounts and the
operations of the Fund.

As compensation for providing distribution services as described
above for the Class A Shares, Alex. Brown receives an annual fee, paid monthly
equal to .25% of the average daily net assets of the Class A Shares. As
compensation for providing distribution services as described above for the
Class B Shares, Alex. Brown receives an annual fee, paid monthly, equal to .75%
of the average daily net assets of the Class B Shares. As compensation for
providing distribution services for the Class A Shares for the fiscal years
ended March 31, 1996, March 31, 1995 and March 31, 1994, Alex. Brown received
from the Fund aggregate commissions and fees in the amount of $431,884, $342,916
and $265,840, respectively, and from such fees paid $412,988, $333,580 and
$115,614 to its investment representatives and $18,895, $9,351 and $5,942 to
Participating Dealers as compensation. Alex. Brown expects to allocate most of
its annual distribution fee to its investment representatives and up to all of
its fee to broker-dealers who enter into Sub-Distribution Agreements with Alex.
Brown.

In addition, with respect to the Class B Shares, the Fund will
pay Alex. Brown a shareholder servicing fee at an annual rate of .25% of the
average daily net assets of the Class B Shares. (See the Prospectus.) For the
fiscal year ended March 31, 1996 and for the period from January 3, 1995 through
March 31, 1995, Alex. Brown received distribution and shareholder servicing fees
of $19,580 and $406, respectively, for the Class B Shares.

<PAGE>

Pursuant to Rule 12b-1 under the Investment Company Act, which
provides that investment companies may pay distribution expenses, directly or
indirectly, only pursuant to a plan adopted by the investment company's board of
directors and approved by its shareholders, the Fund has adopted a Plan of
Distribution for each of its classes of Shares (except the Institutional Shares
class) (the "Plans"). Under the Plans, the Fund pays a fee to Alex. Brown for
distribution and other shareholder servicing assistance as set forth in the
Class A and Class B Distribution Agreements, and Alex. Brown is authorized to
make payments out of its fee to its investment representatives and to
participating broker-dealers. Each of the Class A and Class B Distribution
Agreements has an initial term of two years. The Class A and Class B
Distribution Agreements and the Plans encompassed therein will remain in effect
from year to year thereafter, as specifically approved (a) at least annually by
the Fund's Board of Directors and (b) by the affirmative vote of a majority of
the Non-Interested Directors, by votes cast in person at a meeting called for
such purpose. The Class A and Class B Distribution Agreements including the
Plans and forms of Sub-Distribution Agreements, were most recently approved by
the Fund's Board of Directors, including a majority of the Non-Interested
Directors on September 25, 1995.

In approving the Plans, the Directors concluded, in the exercise
of reasonable business judgment, that there was a reasonable likelihood that the
Plans would benefit the Fund and its shareholders. The Plans will be renewed
only if the Directors make a similar determination in each subsequent year. The
Plans may not be amended to increase materially the fee to be paid pursuant to
the Distribution Agreements without the approval of the shareholders of the
Fund. The Plans may be terminated at any time and the Class A and Class B
Distribution Agreements may be terminated at any time upon sixty days' notice,
in either case without penalty, by the vote of a majority of the Fund's
Non-Interested Directors or by a vote of a majority of the Fund's outstanding
Shares (as defined under "Capital Stock"). Any Sub-Distribution Agreement may be
terminated in the same manner at any time. The Class A and Class B Distribution
Agreements, any Sub-Distribution Agreement shall automatically terminate in the
event of assignment.

During the continuance of the Plans, the Fund's Board of
Directors will be provided for their review, at least quarterly, a written
report concerning the payments made under the Plan to Alex. Brown pursuant to
the Class A and Class B Distribution Agreements and to broker-dealers pursuant
to any Sub-Distribution Agreements Such reports shall be made by the persons
authorized to make such payments. In addition, during the continuance of the
Plans, the selection and nomination of the Fund's Non-Interested Directors shall
be committed to the discretion of the Non-Interested Directors then in office.

VALUE BUILDER

For the fiscal year ended March 31, 1996, the Fund paid $32,318
to Alex. Brown, the Fund's distributor, pursuant to the Plan. Alex. Brown, in
turn, paid the distribution-related expenses of the Fund including one or more
of the following: advertising expenses; printing and mailing of prospectuses to
other than current shareholders; compensation to dealers and sales personnel;
and interest, carrying or other financing charges.

In addition, with respect to the Class A and Class B
Shares, the Fund may enter into Shareholder Servicing Agreements with certain
financial institutions, such as banks, to act as Shareholder Servicing Agents,
pursuant to which Alex. Brown will allocate a portion of its distribution fee
as compensation for such financial institutions' ongoing

<PAGE>

shareholder services. Although banking laws and regulations prohibit banks from
distributing shares of open-end investment companies such as the Fund, according
to interpretations by various bank regulatory authorities, financial
institutions are not prohibited from acting in other capacities for investment
companies, such as the shareholder servicing capacities described above. Should
future legislative, judicial or administrative action prohibit or restrict the
activities of the Shareholder Servicing Agents in connection with the
Shareholder Servicing Agreements, the Fund may be required to alter materially
or discontinue its arrangements with the Shareholder Servicing Agents. Such
financial institutions may impose separate fees in connection with these
services and investors should review the Prospectuses and this Statement of
Additional Information in conjunction with any such institution's fee schedule.
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and banks and financial
institutions may be required to register as dealers pursuant to state law.

Under the Plans, amounts allocated to Participating
Dealers and Shareholder Servicing Agents may not exceed amounts payable to Alex.
Brown under the Plans. Payments under the Plans are made as described above
regardless of Alex. Brown's actual cost of providing distribution services and
may be used to pay Alex. Brown's overhead expenses. If the cost of providing
distribution services to the Class A Shares is less than .25% of the Class A
Shares' average daily net assets for any period or if the cost of providing
distribution services to Class B Shares is less than .75% of the Class B Shares'
average daily net assets for any period, the unexpended portion of the
distribution fees may be retained by Alex. Brown. The Plans do not provide for
any charges to the Fund for excess amounts expended by Alex. Brown and, if
either of the Plans is terminated in accordance with its terms, the obligation
of the Fund to make payments to Alex. Brown pursuant to such Plan will cease and
the Fund will not be required to make any payments past the date the related
Distribution Agreement terminates.

The Institutional Shares

The Institutional Distribution Agreement provides that
Alex. Brown has the exclusive right to distribute the Institutional Shares,
either directly or through other broker-dealers and further provides that Alex.
Brown will solicit and receive orders for the purchase of Institutional Shares,
accept or reject such orders on behalf of the Fund in accordance with the Fund's
currently effective Prospectus for the Institutional Shares and transmit such
orders as are accepted to the Fund's transfer agent as promptly as possible,
receive requests for redemption and transmit such redemption requests to the
Fund's transfer agent as promptly as possible, respond to inquiries from the
Fund's shareholders concerning the status of their accounts with the Fund,
maintain such accounts, books and records as may be required by law or be deemed
appropriate by the Fund's Board of Directors, and take all actions deemed
necessary to carry into effect the distribution of the Institutional Shares.
Alex. Brown has not undertaken to sell any specific number of Institutional
Shares. The Institutional Distribution Agreement further provides that, in
connection with the distribution of Institutional Shares, Alex. Brown will be
responsible for all of the promotional expenses. The services provided by Alex.
Brown to the Fund are not exclusive, and Alex. Brown is free to provide similar
services to others. Alex. Brown shall not be liable to the Fund or its
shareholders for any act or omission by Alex. Brown or any losses sustained by
the Fund or its shareholders, except in the case of willful misfeasance, bad
faith, gross negligence or reckless disregard of duty.

Alex. Brown receives no compensation for distributing
the Institutional Shares.

Alex. Brown and Participating Dealers have entered into
Sub-Distribution Agreements under which such Participating Dealers have agreed
to process investor purchase and redemption orders and respond to inquiries from
shareholders concerning the status of their accounts and the operations of the
Fund.

The Institutional Distribution Agreement was approved by
the Fund's Board of Directors on September 25, 1995 and by the sole shareholder
of the class on October 31, 1995. It has an initial term of two years and will
remain in effect from year to year thereafter, if specifically approved at least
annually by the Fund's Board of

<PAGE>

Directors and by the affirmative vote of a majority of the Non-Interested
Directors by votes cast at a meeting called for such purpose. It may be
terminated at any time upon sixty days' written notice, without penalty, by the
vote of a majority of the Fund's Non-Interested Directors or by a vote of a
majority of the outstanding Institutional Shares (as defined under Capital
Stock). The Institutional Distribution Agreement and any Sub-Distribution
Agreement shall automatically terminate in the event of assignment.

General Information

For the fiscal years ended March 31, 1996, March 31,
1995 and March 31, 1994, Alex. Brown received sales commissions on the Class A
Shares of $431,884, $225,285 and $440,149, respectively, and from such amounts
retained $430,833, $204,552 and $412,988 for each such year, respectively. For
the fiscal year ended March 31, 1996 and for the period from January 3, 1995
through March 31, 1995, Alex. Brown received contingent deferred sales loads on
the Class B Shares of $133,944 and $34,265, respectively, and from such amounts
retained $126,571 and $33,025, respectively. For the period from November 9,
1992 through November 18, 1994 the Fund offered the Flag Investors Value Builder
Fund Class D Shares (which were known at that time as the Flag Investors Value
Builder Fund Class B Shares). As compensation for providing distribution
services for the Class D Shares for the fiscal years ended March 31, 1996, March
31, 1995 and March 31, 1994, Alex. Brown received from the Fund aggregate
commissions and fees in the amount of $1,548, $69,979 and $55,128, respectively,
and from such fees paid $1,246, $36,600 and $0, respectively, to its investment
representatives and $302, $2,106 and $0, respectively, to Participating Dealers.
Except as described elsewhere, the Fund pays or causes to be paid all continuing
expenses of the Fund, including, without limitation: investment advisory and
distribution fees; the charges and expenses of any registrar, any custodian or
depository appointed by the Fund for the safekeeping of cash, portfolio
securities and other property, and any transfer, dividend or accounting agent or
agents appointed by the Fund; brokers' commissions chargeable to the Fund in
connection with portfolio securities transactions to which the Fund is a party;
all taxes, including securities issuance and transfer taxes, and fees payable by
the Fund to federal, state or other governmental agencies; the costs and
expenses of engraving or printing of certificates representing Shares; all costs
and expenses in connection with the registration and maintenance of registration
of the Fund and its Shares with the SEC and various states and other
jurisdictions (including filing fees, legal fees and disbursements of counsel);
the costs and expenses of printing, including typesetting and distributing
prospectuses and statements of additional information of the Fund and
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Directors' meetings and of preparing, printing and mailing proxy statements
and reports to shareholders; fees and travel expenses of Directors and Director
members of any advisory board or committee; all expenses incident to the payment
of any dividend, distribution, withdrawal or redemption, whether in Shares or in
cash; charges and expenses of any outside service used for pricing of the
Shares; fees and expenses of legal counsel, including counsel to the
Non-Interested Directors, and of independent auditors, in connection with any
matter relating to the Fund; membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or personnel
(including officers and Directors) of the Fund which inure to its benefit;
extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise explicitly
assumed by Alex. Brown, ICC or ABIM.

The address of Alex. Brown is 135 East Baltimore Street,
Baltimore, Maryland 21202.

8. BROKERAGE

ABIM is responsible for decisions to buy and sell
securities for the Fund, for the broker-dealer selection and for negotiation of
commission rates, subject to the supervision of ICC. Purchases and sales of
securities on a securities exchange are effected through broker-dealers who
charge a commission for their services. Brokerage commissions are subject to
negotiation between ABIM and the broker-dealers. ABIM may direct purchase and
sale orders to any broker-dealer, including, to the extent and in the manner
permitted by applicable law, Alex. Brown.

<PAGE>

In over-the-counter transactions, orders are placed
directly with a principal market maker and such purchases normally include a
mark up over the bid to the broker-dealer based on the spread between the bid
and asked price for the security. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter. On occasion, certain money market instruments may be purchased
directly from an issuer without payment of a commission or concession. The Fund
will not deal with Alex. Brown in any transaction in which Alex. Brown acts as a
principal; that is, an order will not be placed with Alex. Brown if execution of
the trade involves Alex. Brown serving as a principal with respect to any part
of the Fund's order, nor will the Fund buy or sell over-the-counter securities
with Alex. Brown acting as market maker.

If Alex. Brown is participating in an underwriting or
selling group, the Fund may not buy portfolio securities from the group except
in accordance with rules of the SEC. The Fund believes that the limitation will
not affect its ability to carry out its present investment objective.

ABIM's primary consideration in effecting securities
transactions is to obtain best price and execution of orders on an overall
basis. As described below, however, ABIM may, in its discretion, effect
transactions with broker-dealers that furnish statistical, research or other
information or services which are deemed by ABIM to be beneficial to the Fund's
investment program. Certain research services furnished by broker-dealers may be
useful to ABIM with clients other than the Fund. Similarly, any research
services received by ABIM through placement of portfolio transactions of other
clients may be of value to ABIM in fulfilling its obligations to the Fund. No
specific value can be determined for research and statistical services furnished
without cost to ABIM by a broker-dealer. ABIM is of the opinion that because the
material must be analyzed and reviewed by its staff, its receipt does not tend
to reduce expenses, but may be beneficial in supplementing ABIM's research and
analysis. Therefore, it may tend to benefit the Fund by improving ABIM's
investment advice. In over-the-counter transactions, ABIM will not pay any
commission or other remuneration for research services. ABIM's policy is to pay
a broker-dealer higher commissions effected on an agency (but not on a
principal) basis for particular transactions than might be charged if a
different broker-dealer had been chosen when, in ABIM's opinion, this policy
furthers the overall objective of obtaining best price and execution. Subject to
periodic review by the Fund's Board of Directors, ABIM is also authorized to pay
broker-dealers other than Alex. Brown higher commissions on brokerage
transactions for the Fund in order to secure research and investment services
described above. The allocation of orders among broker-dealers and the
commission rates paid by the Fund will be reviewed periodically by the Board.

Subject to the above considerations, the Board of
Directors has authorized the Fund to effect portfolio transactions, on an agency
basis, through Alex. Brown. At the time of such authorization, the Board adopted
certain policies and procedures incorporating the standards of Rule 17e-1 under
the Investment Company Act which requires that the commissions paid Alex. Brown
must be "reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions involving similar securities during a comparable period
of time." Rule 17e-1 also contains requirements for the review of such
transactions by the Board of Directors and requires ICC and ABIM to furnish
reports and to maintain records in connection with such reviews. The
Distribution Agreements between Alex. Brown and the Fund do not provide for any
reduction in the distribution fee to be received by Alex. Brown from the Fund as
a result of profits from brokerage commissions on transactions of the Fund
effected through Alex. Brown.

ABIM manages other investment accounts. It is possible
that, at times, identical securities will be acceptable for the Fund and one or
more of such other accounts; however, the position of each account in the
securities of the same issuer may vary and the length of time that each account
may choose to hold its investment in such securities may likewise vary. The
timing and amount of purchase by each account will also be determined by its
cash position. If the purchase or sale of securities consistent with the
investment policies of the Fund or one or more of these accounts is considered
at or about the same time, transactions in such securities will be allocated
among the accounts in a manner deemed equitable by ABIM. ABIM may combine such
transactions, in accordance with applicable laws and regulations, in order to
obtain the best net price and most favorable execution. Such simultaneous

<PAGE>

transactions, however, could adversely affect the ability of the Fund to obtain
or dispose of the full amount of a security which it seeks to purchase or sell.

During the fiscal years ended March 31, 1996, March 31,
1995 and March 31, 1994, Alex. Brown directed $31,958,910, $38,044,707 and
$39,012,152, respectively, of transactions to broker-dealers and paid $78,634,
$89,162 and $82,078, respectively, to broker-dealers in related commissions
because of research services provided. Alex. Brown received no brokerage
commissions from the Fund in any such year. The Fund is required to identify any
securities of its "regular brokers or dealers" (as such term is defined in the
1940 Act) which the Fund has acquired during its most recent fiscal year. As of
March 31, 1996, the Fund held a 5.30% repurchase agreement issued by Goldman
Sachs & Co. valued at $8,966,000. Goldman Sachs & Co. is a "regular broker or
dealer" of the Fund. As of March 31, 1996, the Fund held a $1,500,000 note
issued by Salomon, Inc. valued at $1,507,500. Salomon, Inc. is a "regular broker
or dealer" of the Fund.

9. CAPITAL STOCK

The Fund is authorized to issue thirty-five million
Shares of common stock, par value $.001 per share. The Board of Directors may
increase or decrease the number of authorized Shares without shareholder
approval.

The Fund's Articles of Incorporation provide for the
establishment of separate series and separate classes of Shares by the Directors
at any time without shareholder approval. The Fund currently has one Series and
the Board has designated four classes of Shares: Flag Investors Value Builder
Fund Class A Shares, Flag Investors Value Builder Fund Class B Shares, Flag
Investors Value Builder Fund Institutional Shares and Flag Investors Value
Builder Fund Class D Shares. The Flag Investors Value Builder Fund Institutional
Shares are offered only to certain eligible institutions and to clients of
investment advisory affiliates of Alex. Brown. The Flag Investors Value Builder
Fund Class D Shares are not currently being offered. In the event separate
series or classes are established, all Shares of the Fund, regardless of series
or class would have equal rights with respect to voting, except that with
respect to any matter affecting the rights of the holders of a particular series
or class, the holders of each series or class would vote separately. In general,
each such series would be managed separately and shareholders of each series
would have an undivided interest in the net assets of that series. For tax
purposes, the series would be treated as separate entities. Generally, each
class of Shares issued by a particular series would be identical to every other
class and expenses of the Fund (other than 12b-1 and any applicable service
fees) are prorated between all classes of a series based upon the relative net
assets of each class. Any matters affecting any class exclusively will be voted
on by the holders of such class.

Shareholders of the Fund do not have cumulative voting
rights, and therefore the holders of more than 50% of the outstanding Shares
voting together for election of Directors may elect all the members of the Board
of Directors of the Fund. In such event, the remaining holders cannot elect any
members of the Board of Directors of the Fund.

There are no preemptive, conversion or exchange rights
applicable to any of the Shares. The issued and outstanding Shares are fully
paid and non-assessable. In the event of liquidation or dissolution of the Fund,
each Share is entitled to its portion of the Fund's assets (or the assets
allocated to a separate series of Shares if there is more than one series) after
all debts and expenses have been paid.

As used in this Statement of Additional Information the
term "majority of the outstanding Shares" means the vote of the lesser of (i)
67% or more of the Shares present at a meeting, if the holders of more than 50%
of the outstanding Shares are present or represented by proxy, or (ii) more than
50% of the outstanding Shares.

<PAGE>

10. SEMI-ANNUAL REPORTS

The Fund furnishes shareholders with semi-annual reports
containing information about the Fund and its operations, including a list of
investments held in the Fund's portfolio and financial statements. The annual
financial statements are audited by the Fund's independent accountants.

11. CUSTODIAN, TRANSFER AGENT AND ACCOUNTING SERVICES

PNC Bank, National Association ("PNC Bank"), Airport
Business Park, 200 Stevens Drive, Lester, Pennsylvania 19113, has been retained
to act as custodian of the Fund's investments. PNC Bank receives such
compensation from the Fund for its services as Custodian as may be agreed to
from time to time by PNC Bank and the Fund. Investment Company Capital Corp. 135
East Baltimore Street, Baltimore, Maryland 21202, has been retained to act as
transfer and dividend disbursing agent. As compensation for providing these
services, the Fund pays ICC up to $15.00 per account per year, plus
reimbursement for out-of-pocket expenses incurred in connection therewith. For
the fiscal year ended March 31, 1996 such fees totalled $98,872.

ICC also provides certain accounting services to the
Fund. As compensation for these services, ICC receives an annual fee, calculated
daily and paid monthly as shown below.

Average Net Assets Incremental Fee
- -------------------- -------------------
0 - $10,000,000 $13,000 (fixed fee)
$10,000,000 - $20,000,000 .100%
$20,000,000 - $30,000,000 .080%
$30,000,000 - $40,000,000 .060%
$40,000,000 - $50,000,000 .050%
$50,000,000 - $60,000,000 .040%
$60,000,000 - $70,000,000 .030%
$70,000,000 - $100,000,000 .020%
$100,000,000 - $500,000,000 .015%
$500,000,000 - $1,000,000,000 .005%
over $1,000,000,000 .001%

In addition, the Fund will reimburse ICC for the following out of
pocket expenses incurred in connection with ICC's performance of its services
under the Master Services Agreement:
express delivery service, independent pricing and storage.

For the fiscal year ended March 31, 1996, ICC received accounting
fees of $68,731.

ICC also serves as the Fund's investment advisor.

12. INDEPENDENT ACCOUNTANTS

The annual financial statements of the Fund are audited by Coopers
& Lybrand L.L.P., whose report thereon appears elsewhere herein, and have been
included herein in reliance upon the report of such firm of accountants given on
their authority as experts in accounting and auditing. Coopers & Lybrand L.L.P.
has offices at 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103.

<PAGE>

13. PERFORMANCE INFORMATION

For purposes of quoting and comparing the performance of the Fund
to that of other open-end diversified management investment companies and to
stock or other relevant indices in advertisements or in certain reports to
shareholders, performance will be stated in terms of total return rather than in
terms of yield. The total return quotations, under the rules of the SEC, must be
calculated according to the following formula:
n
P(1 + T) = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value at the end of the 1, 5, or 10 year
periods (or fractional portion thereof) of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year periods.

Under the foregoing formula, the time periods used in advertising
will be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertising for publication, and will
cover one, five, and ten year periods or a shorter period dating from the
effectiveness of the Fund's registration statement or the date of the Fund (or
the later commencement of operations of a Series or class) commenced operations
(provided such date is subsequent to the date the registration statement became
effective). In calculating the ending redeemable value, the maximum sales load
(for the Flag Investors Value Builder Class A Shares 4.5% and for the Flag
Investors Value Builder Class B Shares, 4.0% for the one year period, 2.0% for
the five year period and no sales charge thereafter) is deducted from the
initial $1,000 payment and all dividends and distributions by the Fund are
assumed to have been reinvested at net asset value as described in the
Prospectuses on the reinvestment dates during the period. "T" in the formula
above is calculated by finding the average annual compounded rate of return over
the period that would equate an assumed initial payment of $1,000 to the ending
redeemable value. Any sales loads that might in the future be made applicable at
the time to reinvestments would be included as would any recurring account
charges that might be imposed by the Fund.

The Fund may also from time to time include in such advertising
total return figures that are not calculated according to the formula set forth
above to compare more accurately the Fund's performance with other measures of
investment return. For example, in comparing the Fund's total return with data
published by Lipper Analytical Services, Inc. or CDA Investment Technologies
Inc., or with the performance of the Lehman Government Corporate Bond Index, the
Consumer Price Index, the return on 90 day U.S. Treasury bills, the Standard and
Poor's 500 Stock Index or the Dow Jones Industrial Average, the Fund calculates
its aggregate and average annual total return for the specified periods of time
by assuming the investment of $10,000 in Shares and assuming the reinvestment of
each dividend or other distribution at net asset value on the reinvestment date.
For this alternative computation, the Fund assumes that the $10,000 invested in
Shares is net of all sales charges (as distinguished from the computation
required by the SEC where the $1,000 payment is reduced by sales charges before
being invested in Shares). The Fund will, however, disclose the maximum sales
charges and will also disclose that the performance data do not reflect sales
charges and that inclusion of sales charges would reduce the performance quoted.
Such alternative total return

<PAGE>

information will be given no greater prominence in such advertising than the
information prescribed under SEC rules, and all advertisements containing
performance data will include a legend disclosing that such performance data
represent past performance and that the investment return and principal value of
an investment will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.

Calculated according to the SEC rules, for the one-year period
ended March 31, 1996, the ending redeemable value of a hypothetical $1,000
payment for the Class A Shares was $1,230, resulting in an annual total return
for such Shares equal to 23.06%. For the period from the effectiveness of the
Fund's registration statement on June 15, 1992 through its fiscal year ended
March 31, 1996, the ending redeemable value of a hypothetical $1,000 payment for
the Class A Shares was $1,596, resulting in an average annual total return equal
to 13.112%.

Calculated according to SEC rules, for the one-year period ended March 31,
1996, the ending redeemable value of a hypothetical $1,000 payment for Class B
Shares was $1,238.90, resulting in an annual total return equal to 23.89%. For
the period from January 3, 1995 (commencement of offering of Class B Shares)
through March 31, 1996, the ending redeemable value of a hypothetical $1,000
payment for Class B Shares was $1,339 resulting in an aggregate total return
equal to 26.50%.

Calculated according to SEC rules, for the one-year period ended
March 31, 1996, the ending redeemable value of a hypothetical $1,000 payment for
the Class D Shares was $1,255, resulting in an annual total return equal to
25.53%. For the period from November 9, 1992 (commencement of operations of the
Class D Shares) through the Fund's fiscal year ended March 31, 1996, the ending
redeemable value of a hypothetical $1,000 payment for the Class D Shares was
$1,544, resulting in an average annual total return equal to 13.67%.

Calculated according to the SEC rules, for the period from
commencement of operations of the Institutional Shares on November 2, 1995
through the fiscal period ended March 31, 1996, the ending redeemable value of a
hypothetical $1,000 payment for Institutional Shares was $1,087, resulting in an
aggregate total return equal to 8.72%.

Calculated according to the alternative computation, which
assumes no sales charges and reinvestment of all distributions, for the one-year
period ended March 31, 1996, the ending redeemable value of a hypothetical
$10,000 investment in Class A Shares was $12,886, resulting in an annual total
return equal to 28.86%. For the period from the effectiveness of the Fund's
registration statement on June 15, 1992 through its fiscal year ended March 31,
1996, the ending redeemable value of a hypothetical $10,000 investment in Class
A Shares was $16,712, resulting in an average annual total return equal to
14.49%.

Calculated according to the alternative computation, which
assumes no sales charge and reinvestment of all distributions, for the one-year
period ended March 31, 1996, the ending redeemable value of a hypothetical
$10,000 investment in Class B shares was $12,789, resulting in an annual total
return equal to 27.89%. For the period from January 3, 1995 (commencement of
offering of Class B Shares) through March 31, 1996, the ending redeemable value
of a hypothetical $10,000 investment in Class B Shares was $13,788 resulting in
an average annual total return equal to 37.88%.

<PAGE>

the Class D Shares) through the Fund's fiscal year ended March 31, 1996 the
ending redeemable value of a hypothetical $10,000 investment in Class D Shares
was $15,777, resulting in an average annual total return equal to 14.39%.

Calculated according to the alternative computation, which
assumes no sales charges and reinvestment of all distributions, for the period
from commencement of operations of the Institutional Shares on November 2, 1995
through the fiscal period ended March 31, 1996, the ending redeemable value of a
hypothetical $10,000 investment in Institutional Shares was $1,087, resulting in
an aggregate total return equal to 8.72%.

The Fund's annual portfolio turnover rate (the lesser of the
value of the purchases or sales for the year divided by the average monthly
market value of the portfolio during the year, excluding U.S. Government
securities and securities with maturities of one year or less) may vary from
year to year, as well as within a year, depending on market conditions. For the
fiscal years ended March 31, 1996 and March 31, 1995, the Fund's portfolio
turnover rate was 15% and 18%, respectively.

14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of July 16, 1996, to Fund management's knowledge, the
following persons held beneficially or of record 5% or more of the Fund's
outstanding Shares of any class:

T. Rowe Price, Trustee for Alex. Brown & Sons, Inc., Plan 100460,
Attn: Asset Recon, P.O. Box 17215, Baltimore, MD 21203, owned of record 11.81%
of the Fund's outstanding Class A Shares and Alex. Brown & Sons Incorporated,
135 E. Baltimore Street, Baltimore, MD 21202, owned of record 75.62% of the
Fund's outstanding Class A Shares*.

Alex. Brown & Sons Incorporated, 135 E. Baltimore Street,
Baltimore, MD 21202, owned of record 89.08% of the Fund's outstanding Class B
Shares.*

Alex. Brown & Sons Incorporated, 135 E. Baltimore Street,
Baltimore, MD 21202, owned of record 89.42% of the Fund's outstanding Class D
Shares.*

Lauer & Co. Cust., David & Paula Miller, A/C #7098-00-4/3.2, c/o
Glenmede -- Inc. Collections Dept. 1650 Market St., Suite 1200, Philadelphia, PA
19103-7301, owned of record 6.52% of the Fund's outstanding Institutional
Shares. Lauer & Co. Cust., Peggy McLean, A/C #7058-04-4/3, c/o Glenmede -- Inc.
Collections Dept., 1650 Market St., Suite 1200, Philadelphia, PA 19103-7301,
owned of record 6.88% of the Fund's outstanding Institutional Shares. Alex.
Brown & Sons Incorporated, FBO 255-51941-10, P.O. Box 1346, Baltimore, MD
21203-1346, owned of record 6.73% of the Fund's outstanding Institutional
Shares. Alex. Brown & Sons Incorporated, FBO 255-61923-12, P.O. Box 1346,
Baltimore, MD 21203-1346, owned of record 5.49% of the Fund's outstanding
Institutional Shares. Alex. Brown & Sons Incorporated, FBO 201-65158-13, P.O.
Box 1346, Baltimore, MD 21203-1346, owned of record 12.45% of the Fund's
outstanding Institutional Shares. Alex. Brown & Sons Incorporated, 135 E.
Baltimore Street, Baltimore, MD 21202, owned of record 73.40% of the Fund's
outstanding Institutional Shares.*

As of July 16, 1996, Directors and officers as a group owned
less than 1% of the Fund's total outstanding Class A Shares.

- ----------
* Alex. Brown owned beneficially less than 1% of such Shares.

15. FINANCIAL STATEMENTS

See next page.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Statement of Net Assets March 31, 1996

<TABLE>
<CAPTION>
Market Value
Shares (Note A)
- ---------------------------------------------------------------------------------------------------------
<C> <S> <C>
COMMON STOCK: 64.1%
Banking: 2.9%
35,000 Citicorp $ 2,800,000
100,000 KeyCorp 3,862,500
- ---------------------------------------------------------------------------------------------------------

6,662,500
Basic Industry: 5.0%
25,000 Albemarle Corp. 559,375
168,700 Arcadian Corp. 3,331,825
20,000 Georgia-Pacific Corp. 1,387,500
30,000 Hercules, Inc. 1,860,000
28,000 Monsanto Co. 4,298,000
- ---------------------------------------------------------------------------------------------------------
11,436,700
Capital Goods: 1.8%
36,000 Eaton Corp. 2,169,000
32,500 ITT Industries Inc. 828,750
110,300 Westinghouse Air Brake Co. 1,185,725
- ---------------------------------------------------------------------------------------------------------
4,183,475
Consumer Durables/Non-Durables: 6.1%
109,100 Collins & Aikman Co.* 681,875
33,500 Eastman Kodak Co. 2,378,500
90,000 Ford Motor Company 3,093,750
50,000 Liz Claiborne Inc. 1,712,500
37,200 Philip Morris Cos., Inc. 3,264,300
40,400 Reebok International Ltd. 1,116,050
70,000 Unifi, Inc. 1,723,750
- ---------------------------------------------------------------------------------------------------------
13,970,725
Consumer Services/Retail: 5.7%
83,250 CUC International Inc.* 2,435,063
80,000 Eckerd Corp.* 3,850,000
20,000 Gannett Co. 1,345,000
52,827 Host Marriott Services Corp.* 369,789
19,000 J. C. Penney Company, Inc. 945,250
45,000 Tandy Corp. 2,081,250
50,000 Times Mirror Co. Class A 1,968,750
- ---------------------------------------------------------------------------------------------------------
12,995,102

Defense/Aerospace: 5.2%
38,000 Lockheed Martin Corp. 2,883,250
60,000 McDonnell Douglas Corp. 5,497,500
32,000 United Technologies Corp. 3,592,000
- ---------------------------------------------------------------------------------------------------------
11,972,750
</TABLE>

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

STATEMENT OF NET ASSETS (continued) March 31, 1996

<TABLE>
<CAPTION>
Market Value
Shares (Note A)
<S> <C> <C>
COMMON STOCK (continued)
Electric Utilities: 1.2%
100,000 Unicom Corp. $ 2,700,000

- ---------------------------------------------------------------------------------------------------------
Energy: 1.3%
27,500 Burlington Resources Inc. 1,020,937
35,800 MAPCO Inc. 2,000,325
- ---------------------------------------------------------------------------------------------------------
3,021,262

Entertainment: 1.1%
200,000 LodgeNet Entertainment Corp.* 2,600,000
- ---------------------------------------------------------------------------------------------------------
Financial Services: 6.9%
83,500 American Express Co. 4,122,813
87,500 Countrywide Credit Industries, Inc. 1,935,937
43,000 Federal Home Loan Mortgage Corp. 3,665,750
78,750 MBNA Corp. 2,332,968
57,000 Travelers Group Inc. 3,762,000
- ---------------------------------------------------------------------------------------------------------
15,819,468
Health Care: 6.5%
40,000 Amgen, Inc.* 2,325,000
19,000 Bristol-Myers Squibb 1,626,875
54,434 Eli Lilly & Co. 3,538,213
57,000 Johnson & Johnson 5,258,250
60,000 Mallinckrodt Group 2,257,500
- ---------------------------------------------------------------------------------------------------------
15,005,838
Hotels/Lodging: 1.3%
10,000 Hilton Hotels Corp. 940,000
32,500 ITT Corp. 1,950,000
- ---------------------------------------------------------------------------------------------------------
2,890,000
Housing: 2.2%
60,000 Fleetwood Enterprises 1,485,000
55,000 Ryland Group Inc. 886,875
108,000 USG Corp.* 2,740,500
- ---------------------------------------------------------------------------------------------------------
5,112,375
Insurance: 6.4%
125,000 Alexander & Alexander Services Inc. 2,359,375
72,200 Conseco Inc. 5,225,475
40,000 EXEL Limited 2,760,000
32,500 ITT Hartford Group, Inc. 1,592,500
70,500 Mid Ocean Ltd.* 2,723,063
- ---------------------------------------------------------------------------------------------------------
14,660,413
</TABLE>

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

STATEMENT OF NET ASSETS (continued) March 31, 1996

<TABLE>
<CAPTION>
Shares/ Market Value
Par (000) (Note A)
<C> <S> <C>
COMMON STOCK (concluded)
Multi-Industry: 1.1%
33,400 Loews Corp. $ 2,525,875
- ---------------------------------------------------------------------------------------------------------
Real Estate: 3.4%
60,200 General Growth Properties, Inc. 1,414,700
324,136 Host Marriott Corp.* 4,375,841
25,000 Liberty Property Trust 515,625
35,000 National Health Investors Inc. 1,137,500
26,500 Town & Country Trust 374,313
- ---------------------------------------------------------------------------------------------------------
7,817,979
Technology: 3.3%
38,000 International Business Machines Corp. 4,222,750
23,500 Millipore Corp. 898,875
109,100 SEI Corp. 2,454,750
- ---------------------------------------------------------------------------------------------------------
7,576,375
Telecommunications: 1.7%
69,000 MCI Communications 2,087,250
57,000 Telefonos de Mexico SA ADS 1,873,875

3,961,125
Transportation: 1.0%
33,200 Conrail Inc. 2,377,950
- ---------------------------------------------------------------------------------------------------------

Total Common Stocks (Cost $98,058,836) 147,289,912
- ---------------------------------------------------------------------------------------------------------

CONVERTIBLE PREFERRED STOCK: 5.3%
50,000 American Express Co., $2.30 DECS 2,950,000
83,402 Arcadian Corp., $1.47 Cvt Pfd 1,678,465
66,000 Conseco Inc., $3.25 Cvt Pfd 3,828,000
32,300 Conseco Inc., $4.28 Cvt Pfd 2,301,375
23,000 Delta Air Lines Inc., $3.50 Cvt Pfd 1,405,875
- ---------------------------------------------------------------------------------------------------------

Total Convertible Preferred Stock (Cost $9,782,099) 12,163,715
- ---------------------------------------------------------------------------------------------------------

CONVERTIBLE BONDS: 1.5%
$2,000 Richardson Electronics, Cvt Deb, 7.25%, 12/15/06 1,740,000
2,000 Sizeler Property Investors, Cvt Deb, 8.00%, 7/15/03 1,655,000
- ---------------------------------------------------------------------------------------------------------

Total Convertible Bonds (Cost $3,633,784) 3,395,000
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

STATEMENT OF NET ASSETS (continued) March 31, 1996

<TABLE>
<CAPTION>
Par Market Value
(000) (Note A)
<C> <S> <C>
CORPORATE BONDS: 22.0%
$1,000 American Life Holding Co., Sr Sub Nt, 11.25%, 9/15/04 $ 1,033,750
3,000 Arcadian Partners LP, Nt, 10.75%, 5/1/05 3,270,000
1,000 Caesar's World, 8.875%, 8/15/02 1,035,000
873 Chattem Inc., Sr Sub Deb, 12.75%, 6/15/04 848,992
-- Chattem Inc., 1,000 Warrants, Expiring 6/17/99 3,000
3,000 Conseco Inc., Nt, 8.125%, 2/15/03 3,060,000
700 CSX Corp., Nt, 7.00%, 9/15/02 714,875
575 Dillard Dept. Stores, Nt, 7.15%, 9/1/02 585,781
1,000 Eckerd Corp., Nt, 9.25%, 2/15/04 1,055,000
300 Exxon Capital Corp., Nt, 6.50%, 7/15/99 302,250
2,000 FMC Corp., Nt, 8.75%, 4/1/99 2,095,000
1,000 Fund American Enterprise, Nt, 7.75%, 2/1/03 1,000,000
3,600 HMH Properties, Nt, 9.50%, 5/15/05 3,546,000
3,000 Host Marriott Travel Plaza, Nt, 9.50%, 5/15/05 2,917,500
1,875 ITT Corp., 6.25%, 11/15/00 1,849,219
2,000 John Q. Hammons Hotels LP, Nt, 8.875%, 2/15/04 1,945,000
2,000 Jordan Industries, Nt, 10.375%, 8/1/03 1,845,000
2,100 Marriott International, 7.875%, 4/15/05 2,202,375
1,285 Markel Corp., Nt, 7.25%, 11/1/03 1,243,237
1,100 Masco Corp., Nt, 6.625%, 9/15/99 1,105,500
2,000 MCI Communications, Nt, 6.25%, 3/23/99 2,002,500
500 MCI Communications, Nt, 7.50%, 8/20/04 521,875
2,000 Nabisco Inc., 6.70%, 6/15/02 1,965,000
500 New England Telephone & Telegraph, Nt, 6.15%, 9/1/99 495,625
1,000 Noble Drilling Company, Nt, 9.25%, 10/1/03 1,037,500
500 PepsiCo Inc., Nt, 6.25%, 9/1/99 499,375
700 Pet Incorporated, Nt, 5.75%, 7/1/98 689,500
325 Petroleum Heat & Power, Nt, 12.25%, 2/1/05 359,938
2,000 RJR Nabisco Inc., Nt, 7.625%, 9/15/03 1,867,500
1,500 Salomon Inc., Nt, 7.125%, 8/1/99 1,507,500
1,000 Tektronix Inc., Nt, 7.50%, 8/1/03 998,750
2,029 Teledyne Inc., Series C, Deb, 10.00%, 6/1/04 2,046,754
1,000 Tenneco Inc., Nt, 7.875%, 10/1/02 1,051,250
1,000 Travelers Group Inc., Nt, 6.125%, 6/15/00 980,000
1,000 Union Pacific, Nt, 6.25%, 3/15/99 996,250
850 USG Corp., 8.50%, 8/1/05 870,188
500 Wal-Mart Stores, Nt, 5.50%, 9/15/97 496,250
500 Xerox Corp., Nt, 7.15%, 8/1/04 505,625
- ---------------------------------------------------------------------------------------------------------
Total Corporate Bonds (Cost $50,013,736) 50,548,859
</TABLE>

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

STATEMENT OF NET ASSETS (concluded) March 31, 1996

<TABLE>
<CAPTION>
Par Market Value
(000) (Note A)
<C> <S> <C>
U.S. GOVERNMENT SECURITIES: 3.5%
U.S. Treasury Notes
$1,000 4.25%, 5/15/96 $ 998,880
3,000 5.125%, 2/28/98 2,965,860
2,000 5.25%, 12/31/97 1,983,700
2,000 5.625%, 6/30/97 2,000,860
- ---------------------------------------------------------------------------------------------------------

Total U.S. Government Securities (Cost $7,946,623) 7,949,300
- ---------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT: 3.9%
8,966 Goldman Sachs & Co., 5.30%
Dated 3/29/96, to be repurchased
on 4/1/96, collateralized by
U.S. Treasury Bonds with a
market value of $6,054,866
and U.S. Treasury Bills with a
market value of $3,090,805.
(Cost $8,966,000) 8,966,000

- ---------------------------------------------------------------------------------------------------------
Total Investment In Securities: 100.3%
(Cost $178,401,078) ** 230,312,786
Liabilities in Excess of Other Assets, Net: (0.3)% (590,794)
- ---------------------------------------------------------------------------------------------------------
Net Assets: 100.00% $229,721,992
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
Net Asset Value and Redemption Price Per:
Class A Share
($200,019,962 / 13,623,270 shares outstanding) $14.68
Class B Share
($4,177,764 / 284,008 shares outstanding) $14.71(1)
Class D Share

($13,756,589 / 938,295 shares outstanding) $14.66(2)
Institutional Share
($11,767,677 / 796,931 shares outstanding) $14.77

Maximum Offering Price Per:
Class A Share
($14.68 / .955) $15.37
Class B Share $14.71

Institutional Share $14.77

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

* Non-income producing security.
** Also aggregate cost for federal tax purposes.
(1) Redemption value is $14.12 following 4.00% maximum contingent deferred
sales charge.
(2) Redemption value is $14.51 following 1.00% contingent deferred sales
charge.
See accompanying Notes to Financial Statements.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Statement of Operations For the Year Ended March 31, 1996

INVESTMENT INCOME (NOTE A):
Interest $ 4,669,072
Dividends 3,012,005
Other income 34,625
Total income 7,715,702

EXPENSES:
Investment advisory fee (Note B) 1,651,971
Distribution fees (Note B) 531,987
Transfer agent fees (Note B) 98,872
Accounting fee (Note B) 68,731
Printing and postage 53,045
Legal 41,628
Audit 37,180
Custodian fees 26,661
Miscellaneous 15,526
Directors' fees 11,092
Organizational expense (Note A) 10,230
Insurance 5,882
Registration fees 5,000
Total expenses 2,557,805
Net investment income 5,157,897

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from security transactions 4,755,355
Change in unrealized appreciation of investments 37,398,630
Net gain on investments 42,153,985

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $47,311,882

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

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
March 31, 1996 March 31, 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE IN NET ASSETS:
Operations:
Net investment income $ 5,157,897 $ 4,527,978
Net realized gain from security transactions 4,755,355 295,501
Change in unrealized appreciation of investments 37,398,630 10,180,720
Net increase in net assets resulting from operations 47,311,882 15,004,199

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
Class A Shares (4,710,084) (4,153,376)
Class B Shares (25,557) --
Class D Shares (319,956) (313,209)
Institutional Shares (19,252) --
Net realized short-term gains:
Class A Shares (517,708) --
Class B Shares (7,307) --
Class D Shares (37,816) --
Institutional Shares (12,834) --
Net realized long-term gains:
Class A Shares (4,012,860) (183,928)
Class B Shares (52,673) --
Class D Shares (298,195) (15,454)
Institutional Shares (76,965) --
Total distributions (10,091,207) (4,665,967)

CAPITAL SHARE TRANSACTIONS (NOTE C):
Proceeds from sale of shares 51,325,277 24,574,387
Value of shares issued in reinvestment of dividends 9,094,751 4,064,365
Cost of shares repurchased (26,963,230) (22,079,629)
Increase in net assets derived from capital share transactions 33,456,798 6,559,123
Total increase in net assets 70,677,473 16,897,355

NET ASSETS:
Beginning of year 159,044,519 142,147,164
End of year $229,721,992 $159,044,519

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

See accompanying Notes to Financial Statements.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Financial Highlights
(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Class A Shares Class B Shares
------------------------------------------------ --------------------------
For the For the
Period For the Period
June 15, 1992* Year Jan. 3, 1995*
For the Year Ended March 31, through Ended through
------------------------------- March 31, March 31, March 31,
1996 1995 1994 1993 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value at beginning of period $ 12.02 $ 11.23 $ 11.25 $ 10.00 $12.01 $11.14

Income from Investment Operations:
Net investment income 0.36 0.35 0.40 0.18 0.21 0.08
Net realized and unrealized gain/(loss)
on investments 3.03 0.80 (0.04) 1.18 3.05 0.79
Total from Investment Operations 3.39 1.15 0.36 1.36 3.26 0.87

Less Distributions:
Dividends from net investment income
and short-term gains (0.41) (0.35) (0.38) (0.11) (0.24) --
Distributions from net realized
long-term gains (0.32) (0.01) -- -- (0.32) --
Total distributions (0.73) (0.36) (0.38) (0.11) (0.56) --
Net asset value at end of period $ 14.68 $ 12.02 $ 11.23 $ 11.25 $14.71 $12.01

Total Return** 28.86% 10.57% 3.14% 13.73% 27.89% 7.81%

Ratios to Average Daily Net Assets:
Expenses 1.31% 1.35%(2) 1.35%(2) 1.35%(1,2) 2.06% 2.10%(1,4)
Net investment income 2.72% 3.07%(3) 3.14%(3) 2.88%(1,3) 1.97% 2.94%(1,5)

Supplemental Data:
Net assets at end of period (000) $200,020 $146,986 $131,097 $ 83,535 $4,178 $341
Portfolio turnover rate 15% 18% 8% 8% 15% 18%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Commencement of operations.
** Total return excludes the effect of sales loads.
(1) Annualized.
(2) Without the waiver of advisory fees (Note B), the ratio of expenses to
average daily net assets would have been 1.40%, 1.38% and 1.70% (annualized)
for Class A Shares for the years ended March 31, 1995, 1994 and for the
period ended March 31, 1993, respectively.
(3) Without the waiver of advisory fees (Note B), the ratio of net investment
income to average daily net assets would have been 3.02%, 3.11% and 2.53%
(annualized) for Class A Shares for the years ended March 31, 1995, 1994
and for the period ended March 31, 1993, respectively.
(4) Without the waiver of advisory fees (Note B), the ratio of expenses to
average daily net assets would have been 2.17% (annualized) for Class
B Shares for the period ended March 31, 1995.
(5) Without the waiver of advisory fees (Note B), the ratio of net investment
income to average daily net assets would have been 2.87% (annualized)
for Class B Shares for the period ended March 31, 1995.

See accompanying Notes to Financial Statements.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Financial Highlights (continued)
(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
Institutional
Class D Shares Shares
------------------------------------------------------ -------------
For the For the
Period Period
Nov. 9, 1992* Nov. 2, 1995*
For the Year Ended March 31, through through
----------------------------------- March 31, March 31,
1996 1995 1994 1993 1996
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value at beginning of period $ 12.01 $ 11.22 $ 11.24 $10.45 $ 13.89

Income from Investment Operations:
Net investment income 0.33 0.31 0.36 0.14 0.13
Net realized and unrealized gain/(loss)
on investments 3.02 0.80 (0.04) 0.74 1.17
Total from Investment Operations 3.35 1.11 0.32 0.88 1.30

Less Distributions:
Dividends from net investment income
and short-term gains (0.38) (0.31) (0.34) (0.09) (0.10)
Distributions from net realized
long-term gains (0.32) (0.01) -- -- (0.32)
Total distributions (0.70) (0.32) (0.34) (0.09) (0.42)
Net asset value at end of period $ 14.66 $ 12.01 $ 11.22 $11.24 $ 14.77

Total Return** 28.44% 10.18% 2.78% 9.00% 21.12%(1)

Ratios to Average Daily Net Assets:
Expenses 1.66% 1.70%(2) 1.70%(2) 1.70%(1,2) 1.03%(1)
Net investment income 2.37% 2.72%(3) 2.79%(3) 2.83%(1,3) 2.89%(1)

Supplemental Data:
Net assets at end of period (000) $13,757 $11,717 $11,051 $6,285 $11,768
Portfolio turnover rate 15% 18% 8% 8% 15%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Financial Statements.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Notes to Financial Statements

A. Significant Accounting Policies - Flag Investors Value Builder Fund, Inc.
("the Fund") was organized as a Maryland Corporation on March 5, 1992
and commenced operations June 15, 1992. The Fund is registered under the
Investment Company Act of 1940 as a diversified, open-end Management
Investment Company seeking long-term growth of capital and current
income through diversified investments in a professionally managed
balanced portfolio of equity and debt securities. On November 9, 1992,
the Fund began offering Class D Shares (formerly Class B Shares). The
Class A and Class D Shares each have different sales loads and
distribution fee. As of November 18, 1994, Class D Shares are no longer
available for sale; however, existing shareholders may reinvest their
dividends. On January 3, 1995, the Fund began offering Class B Shares.
Class B Shares have no initial sales charge but are subject to a different
distribution fee and a contingent deferred sales charge. 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.
Significant accounting policies are as follows:

Security Valuation - Portfolio securities that are listed on a National
Securities Exchange are valued on the basis of their last price or in the
absence of recorded sales, at the average of readily available closing bid
and asked prices. Unlisted securities held by the Fund are valued at the
average of the quoted bid and asked prices in the over-the-counter market.
Short-term obligations with maturities of 60 days or less are valued at
amortized cost.

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

Federal Income Taxes - 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 continue 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.

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, when
applicable, the pro rata amortization of premiums and accretion of
discounts. Dividend income and distributions to shareholders are recorded on
the ex-dividend date. Costs incurred by the Fund in connection with its
organization 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., is the Fund's investment advisor and Alex. Brown
Investment Management

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Notes to Financial Statements (continued)

("ABIM") is the Fund's subadvisor. As compensation for its advisory
services, ICC receives from the Fund an annual fee, calculated daily and
paid monthly, at the annual rate of 1.00% of the first $50 million of the
Fund's average daily net assets; 0.85% of the next $50 million of the Fund's
average daily net assets; 0.80% of the next $100 million of the Fund's
average daily net assets; and 0.70% of the Fund's average daily net assets
in excess of $200 million.

As compensation for its subadvisory services, ABIM receives a fee from ICC,
payable from its advisory fee, calculated daily and paid monthly, at an
annual rate of 0.75% of the first $50 million of the Fund's average daily
net assets; 0.60% of the next $150 million of the Fund's average daily net
assets; and 0.50% of the Fund's average daily net assets in excess of $200
million.

ICC has agreed to reduce its aggregate fees so that ordinary expenses of the
Fund for any fiscal year do not exceed 1.35% of the average daily net assets
of Class A Shares, 2.10% of the average daily net assets of Class B Shares,
1.70% of the average daily net assets of Class D Shares and 1.10% of the
average daily net assets of the Institutional Shares.

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 $68,731 for accounting services for the year ended
March 31, 1996.

As compensation for its transfer agent services, ICC receives from the Fund
a per account fee, calculated and paid monthly. ICC received $98,872 for
transfer agent services for the year ended March 31, 1996.

As compensation for providing distribution services, Alex. Brown & Sons
Incorporated ("Alex. Brown") receives from the Fund an annual fee,
calculated daily and paid monthly, at an annual rate equal to 0.25% of the
average daily net assets of Class A Shares, 1.00% (includes 0.25%
shareholder servicing fee) of the average daily net assets of Class B
Shares, and 0.60% of the average daily net assets of Class D Shares. For the
year ended March 31, 1996, distribution fees, aggregated $531,987 of which
$435,163 was attributable to Flag Investors Class A Shares, $19,580 was
attributable to Flag Investors Class B Shares and $77,244 was attributable
to Flag Investors Class D Shares. Alex. Brown received no commissions from
the Fund for the year ended March 31, 1996.

The fund complex of which the Fund is a part has adopted a retirement plan
for eligible Directors. The actuarially computed pension expense for the
year ended March 31, 1996 was approximately $7,000.

C. Capital Share Transactions - The Fund is authorized to issue up to 35
million shares of $.001 par value capital stock (20 million Class A, 5
million Class B, 5 million Institutional, 3 million Class D and 2 million
undesignated). Transactions of the Fund were as follows:

Class A Shares
For the Year For the Year
Ended Ended
March 31, March 31,
1996 1995

Shares sold 2,645,585 2,019,949
Shares issued to share-
holders on reinvest-
ment of dividends 611,385 340,078
Shares redeemed (1,862,910) (1,802,800)
Net increase in shares
outstanding 1,394,060 557,227
Proceeds from sale
of shares $ 36,567,203 $ 23,014,817
Reinvested dividends 8,303,476 3,755,243
Net asset value of
shares redeemed (25,776,184) (20,417,857)
Net increase from
capital share
transactions $ 19,094,495 $ 6,352,203

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Notes to Financial Statements (continued)

Class B Shares
For the Year For the Period
Ended January 3, 1995*
March 31, to March 31,
1996 1995

Shares sold 252,563 28,411
Shares issued to share-
holders on reinvest-
ment of dividends 5,788 --
Shares redeemed (2,754) --
Net increase in shares
outstanding 255,597 28,411
Proceeds from sale
of shares $3,471,865 $327,879
Reinvested dividends. 79,812 --
Net asset value of
shares redeemed (39,242) --
Net increase from
capital share
transactions $3,512,435 $327,879

Class D Shares
For the Year For the Year
Ended Ended
March 31, March 31,
1996 1995

Shares sold 0 110,073
Shares issued to share-
holders on reinvest-
ment of dividends 45,398 28,011
Shares redeemed (82,585) (147,152)
Net decrease in shares
outstanding (37,187) (9,068)
Proceeds from sale
of shares $ 0 $ 1,231,691
Reinvested dividends 616,247 309,122
Net asset value of
shares redeemed (1,105,221) (1,661,772)
Net decrease from
capital share
transactions $ (488,974) $ (120,959)

Institutional Shares
For the Period
November 2, 1995* to
March 31, 1996

Shares sold 793,108
Shares issued to share-
holders on reinvest-
ment of dividends 6,860
Shares redeemed (3,037)
Net increase in shares
outstanding 796,931
Proceeds from sale
of shares $11,286,209
Reinvested dividends 95,216
Net asset value of
shares redeemed (42,583)
Net increase from
capital share
transactions $11,338,842

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

D. Investment Transactions - Purchases and sales of investment securities,
other than short-term and U.S. government obligations, aggregated
$43,995,097 and $27,187,948, respectively, for the year ended March 31,
1996. Purchases of U.S. government obligations aggregated $6,947,340, and
there were no sales of U.S. government obligations for the year.

At March 31, 1996, aggregate gross unrealized appreciation for all
securities in which there is an excess of value over tax cost was
$54,252,907 and aggregate gross unrealized depreciation of all securities in
which there is an excess of tax cost over value was $2,341,199.

<PAGE>

[FLAG INVESTORS LOGO]
FLAG INVESTORS
VALUE BUILDER FUND

Notes to Financial Statements (concluded)

E. Net Assets - At March 31, 1996, net assets consisted of:

Paid-in capital:
Flag Investors Class A Shares $150,991,612
Flag Investors Class B Shares 3,840,296
Flag Investors Class D Shares 10,209,056
Flag Investors Institutional Shares 11,338,842
Undistributed net
investment income 1,319,621
Accumulated net realized gain
from security transactions 110,857
Unrealized appreciation of
investments 51,911,708
------------
$229,721,992
============

Report of Independent Accountants

To the Shareholders and Directors of
Flag Investors Value Builder Fund, Inc.:

We have audited the accompanying statement of net assets of Flag Investors Value
Builder Fund, Inc. as of March 31, 1996, and the related statements 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 the 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require 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
March 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 over all financial statement
presentation. We believe that our audits provide 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 Value Builder Fund, Inc. as of March 31, 1996, the results of its
operations for the year then ended, the changes in its net assets and the
financial highlights for each of the respective periods presented, in conformity
with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Baltimore, Maryland
May 10, 1996

<PAGE>

APPENDIX A
BOND AND COMMERCIAL PAPER RATINGS

Standard & Poor's Commercial Paper Ratings

S & P - Commercial paper rated A-1+ or A-1 by S&P has the
following characteristics. Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better, although in some
cases "BBB" credits may be allowed. The issuer has access to at least two
channels of borrowing. Basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position within the industry. The
reliability and quality of management is unquestioned. Relative strength or
weakness of the above factors determines whether the issuer's commercial paper
is rated A-1, A-2 or A-3.

Moody's Commercial Paper Ratings

Moody's - The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's. Among the factors considered by Moody's in
assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationship which exists with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. These
factors are all considered in determining whether the commercial paper is rated
P-1, P-2 or P-3.

CORPORATE BOND RATINGS

Standard & Poor's Bond Ratings

AAA -- The highest rating assigned by Standard & Poor's. Capacity
to pay interest and repay principal is extremely strong.

AA -- Very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A -- Strong capacity to pay interest and repay principal although
it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, and CC and C -- Regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major exposures to adverse conditions.

A-1

<PAGE>

D -- In default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

Moody's Bond Ratings

Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what are generally
known as "high-grade" bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or the
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than
the Aaa securities.

A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment some time in the
future.

Baa -- Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterize bonds in this class.

B -- Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

A-2

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

List all financial statements and exhibits filed as part of
the Registration Statement.

(a) Financial statements:

(1) Included in Parts A and B of the Registration Statement:

-- Financial Highlights for the periods
ended March 31, 1993, March 31,
1994, March 31, 1995 and March 31,
1996

-- Statement of Net Assets at March 31, 1996

-- Statement of Operations for the fiscal year ended
March 31, 1996

-- Statement of Changes in Net Assets for the periods
ended March 31, 1995 and March 31, 1996

-- Notes to Financial Statements

-- Report of Independent Accountants

(2) All required financial statements are included in Parts A and B
hereof. All other financial statements and schedules are
inapplicable.

(b) Exhibits:

(1) (a) Articles of Incorporation and Certificate of
Correction;1

(b) Amended Articles of Incorporation;1

(d) Articles Supplementary;1

(e) Articles Supplementary, filed herewith;

(2) By-Laws, as amended through June 12, 1992;1

(3) None;

(4) (a) Specimen Security for Class A Shares;2

(b) Specimen Security for Class D Shares;2

<PAGE>

(5) (a) Investment Advisory Agreement between Registrant and
Flag Investors Management Corp (now known as
Investment Company Capital Corp.);1

(b) Sub-Advisory Agreement among Registrant, Flag
Investors Management Corp. (now known as Investment
Company Capital Corp.) and Alex. Brown Investment
Management;1

(6) (a) Distribution Agreement between Registrant and Alex.
Brown & Sons Incorporated;1

(b) Form of Sub-Distribution Agreement between Alex. Brown
& Sons Incorporated and Participating Broker-Dealers;1

(d) Distribution Agreement between Registrant and Alex.
Brown & Sons Incorporated with respect to Class D
Shares;1

(e) Distribution Agreement between Registrant and Alex.
Brown & Sons Incorporated with respect to Class B
Shares;1

(f) Distribution Agreement between Registrant and Alex.
Brown & Sons Incorporated with respect to Institutional
Shares, filed herewith;

(7) None;

(8) Custodian Agreement between Registrant and Provident National
Bank (now known as PNC Bank);1

(9) Master Services Agreement (including Accounting and Transfer
Agency Services Appendices) between Registrant and Investment
Company Capital Corp., filed herewith;

(10) Opinion of Counsel;1

(11) Consent of Coopers & Lybrand L.L.P., filed herewith;

(12) None;

(13) Subscription Agreement re: initial $100,000 capital;1

(14) None;

(15) (a) Distribution Plan;1

-2-

<PAGE>

(b) Distribution Plan with respect to Flag Investors
Class D Shares;1

(16) Schedule of Computation of Performance Quotations;1

(18) Registrant's Rule 18f-3 Plan, filed herewith;

(24) Powers of Attorney;1

(27) Financial Data Schedule, filed herewith.

- ----------

1 Incorporated by reference to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-46279), filed with
the Securities and Exchange Commission via EDGAR on July 26, 1995.

2 Incorporated by reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-46279), filed with
the Securities and Exchange Commission on October 28, 1994.

Item 25. Persons Controlled by or under Common Control with Registrant

Furnish a list or diagram of all persons directly or
indirectly controlled by or under common control with the Registrant and as to
each such person indicate (1) if a company, the state or other sovereign power
under the laws of which it is organized, and (2) the percentage of voting
securities owned or other basis of control by the person, if any, immediately
controlling it.

None.

Item 26. Number of Holders of Securities

State in substantially the tabular form indicated, as of a
specified date within 90 days prior to the date of filing, the number of record
holders of each class of securities of the Registrant.

The following information is given as of July 16, 1996

Title of Class Number of Record Holders
Shares of Capital Stock
Class A 4,702
Class B 346
Class D 500
Institutional 71

-3-

<PAGE>

Item 27. Indemnification

State the general effect of any contract, arrangements or
statute under which any director, officer, underwriter or affiliated person of
the Registrant is insured or indemnified in any manner against any liability
which may be incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own protection.

Sections 1, 2, 3 and 4 of Article VIII of Registrant's
Articles of Incorporation, included as Exhibit 1 to this Registration Statement
and incorporated herein by reference, provide as follows:

Section 1. To the fullest extent that limitations on the
liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of
the Corporation shall have any liability to the Corporation or
its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such
person is a director or officer at the time of any proceeding
in which liability is asserted.

Section 2. The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to
the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law. The
Corporation shall indemnify and advance expenses to its
officers to the same extent as its directors and to such
further extent as is consistent with law. The Board of
Directors of the Corporation may make further provision for
indemnification of directors, officers, employees and agents
in the By-Laws of the Corporation or by resolution or
agreement to the fullest extent permitted by the Maryland
General Corporation law.

Section 3. No provision of this Article VIII shall be
effective to protect or purport to protect any director or
officer of the Corporation against any liability to the
Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Section 4. References to the Maryland General Corporation Law
in this Article VIII are to such law as from time to time
amended. No further amendment to the Charter of the
Corporation shall decrease, but may expand, any right of any
person under this Article VIII based on any event, omission or
proceeding prior to such amendment.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event of a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in connection with the securities being registered) the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

-4-

<PAGE>

Item 28. Business and Other Connections of Investment Advisor

Describe any other business, profession, vocation or
employment of a substantial nature in which the investment advisor of the
Registrant, and each director, officer or partner of any such investment
advisor, is or has been, at any time during the past two fiscal years, engaged
for his own account or in the capacity of director, officer, employee, partner
or trustee.

During the last two fiscal years, no director or officer of
Investment Company Capital Corp., the Registrant's investment advisor, and no
partner of Alex. Brown Investment Management, the Registrant's sub-advisor, has
engaged in any other business, profession, vocation or employment of a
substantial nature other than that of the business of investment management and,
through affiliates, investment banking.

Item 29. Principal Underwriters

(a) Alex. Brown & Sons Incorporated acts as distributor for Alex. Brown Cash
Reserve Fund, Inc., Flag Investors Telephone Income Fund, Inc., Flag
Investors International Fund, Inc., Flag Investors Emerging Growth Fund,
Inc., Flag Investors Total Return U.S. Treasury Fund Shares, Flag Investors
Managed Municipal Fund Shares, Flag Investors Intermediate-Term Income
Fund, Inc., Flag Investors Value Builder Fund, Inc., Flag Investors
Maryland Intermediate Tax Free Income Fund, Inc., Flag Investors Real
Estate Securities Fund, Inc. and Flag Investors Equity Partners Fund, Inc.,
all registered open-end management investment companies.

(b) Position and
Offices Position and
Name and Principal with Principal Offices with
Business Address* Underwriter Registrant
------------------ --------------- -------------
Alvin B. Krongard Chief Executive None
Officer, Chairman
and Director

Mayo A. Shattuck III President, Director None

Beverly L. Wright Chief Financial Officer None
and Treasurer

Robert F. Price Secretary and None
General Counsel
- ------
* 135 East Baltimore Street
Baltimore, MD 21202

-5-

<PAGE>

Item 30. Location of Accounts and Records

With respect to each account, book or other document required
to be maintained by Section 31(a) of the 1940 Act [15 U.S.C. 80a-30(a)] and the
Rules [17 CFR 270.31a-1 to 31a-3] promulgated thereunder, furnish the names and
address of each person maintaining physical possession of each such account,
book or other document.

Investment Company Capital Corp., Registrant's investment
advisor, transfer agent and dividend disbursing agent, 135 E. Baltimore Street,
Baltimore, Maryland 21202, maintains physical possession of each such account,
book or other document of the Fund, except for those maintained by the
Registrant's sub-advisor ABIM, 135 E. Baltimore Street, Baltimore, MD 21202, by
the Registrant's custodian, PNC Bank, Airport Business Park, 200 Stevens Drive,
Lester, Pennsylvania 19113.

Item 31. Management Services

Furnish a summary of the substantive provisions of any
management-related service contract not discussed in Part A or Part B of this
Form (because the contract was not believed to be of interest to a purchaser of
securities of the Registrant) under which services are provided to the
Registrant, indicating the parties to the contract, the total dollars paid and
by whom, for the last three fiscal years.

See Exhibit 8.

Item 32. Undertakings

Furnish the following undertakings in substantially the
following form in all initial Registration Statements filed under the 1933 Act:

(a) Not Applicable.

(b) Not Applicable

(c) A copy of the Registrant's latest Annual Report to Shareholders
will be furnished upon request and without charge, by contacting the Registrant
at (800) 767-3524.

-6-
<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment No. 7 to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this amendment to the Registration Statement to be signed on
its behalf by the undersigned thereto duly authorized in the City of Baltimore,
in the State of Maryland, on the 26th day of July, 1996.

FLAG INVESTORS VALUE BUILDER
FUND, INC.

By: /s/ J. Dorsey Brown, III
----------------------------
J. Dorsey Brown, III,
President

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities on the date(s) indicated:
<TABLE>
<CAPTION>

<S> <C> <C>
* Director July 26, 1996
- --------------------------------------- -------------
Truman T. Semans Date

* Director July 26, 1996
- --------------------------------------- -------------
W. James Price Date

* Director July 26, 1996
- --------------------------------------- -------------
Richard T. Hale Date

/s/ James J. Cunnane Director July 26, 1996
- --------------------------------------- -------------
James J. Cunnane Date

* Director July 26, 1996
- --------------------------------------- -------------
John F. Kroeger Date

* Director July 26, 1996
- --------------------------------------- -------------
Louis E. Levy Date

* Director July 26, 1996
- --------------------------------------- -------------
Eugene J. McDonald Date

* Director July 26, 1996
- --------------------------------------- -------------
Harry Woolf Date

/s/ J. Dorsey Brown, III President July 26, 1996
- ---------------------------------------- -------------
J. Dorsey Brown, III Date

/s/ Joseph A. Finelli Chief Financial July 26, 1996
- ---------------------------------------- and Accounting -------------
Joseph A. Finelli Officer Date

* By: /s/ Brian C. Nelson
- ---------------------------------------
Brian C. Nelson
Attorney-In-Fact

</TABLE>

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.

INDEX OF EXHIBITS

EDGAR
Exhibit
Number Document
- ------- --------

<S> <C> <C>
(1) (a) Registrant's Articles of Incorporation and Certificate of Correction are
incorporated herein by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-46279),
filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

(b) Registrant's Amended Articles of Incorporation are incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-46279), filed with the Securities
and Exchange Commission via EDGAR on July 26, 1995.

(c) Registrant's Articles Supplementary dated December 27, 1993 are incorporated
herein by reference to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-46279), filed with the
Securities and Exchange Commission via EDGAR on July 26, 1995.

(d) Registrant's Articles Supplementary are incorporated herein by reference to
Post-Effective Amendment No. 5 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

Ex-99.B(1) (e) Registrant's Articles Supplementary, filed herewith.

(2) Registrant's By-Laws, as amended through June 12, 1992 are incorporated
herein by reference to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-46279), filed with the
Securities and Exchange Commission via EDGAR on July 26, 1995.

4 (a) Registrant's Specimen Security for Class A Shares is incorporated herein by
reference to Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-46279), filed with the Securities
and Exchange Commission on October 28, 1994.

(b) Specimen Security for Class D Shares is incorporated herein by reference to
Post-Effective Amendment No. 4 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission on October 28, 1994.

(c) Specimen Security for Class B Shares is incorporated herein by reference to
Post-Effective Amendment No. 4 to Registrant's Registration Statement on
Form N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission on October 28, 1994.

</TABLE>

<PAGE>

<S> <C> <C>
(5) (a) Investment Advisory Agreement between Registrant and Flag Investors
Management Corp. (now known as Investment Company Capital Corp.) is
incorporated herein by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-46279),
filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

(b) Sub-Advisory Agreement between Registrant, Flag Investors Management
Corp. (now known as Investment Company Capital Corp.) and Alex. Brown
Investment Management is incorporated herein by reference to Post-Effective
Amendment No. 5 to Registrant's Registration Statement on Form N-1A
(Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

(6) (a) Distribution Agreement between Registrant and Alex. Brown & Sons
Incorporated is incorporated herein by reference to Post-Effective Amendment
No. 5 to Registrant's Registration Statement on Form N-1A (Registration No.
33-46279), filed with the Securities and Exchange Commission via EDGAR on
July 26, 1995.

(b) Registrant's Form of Sub-Distribution Agreement between Alex. Brown & Sons
Incorporated and Participating Broker-Dealers is incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-46279), filed with the Securities
and Exchange Commission via EDGAR on July 26, 1995.

(c) Registrant's Form of Shareholder Servicing Agreement between Registrant and
Shareholder Servicing Agents is incorporated herein by reference to Post-
Effective Amendment No. 5 to Registrant's Registration Statement on Form
N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

(d) Distribution Agreement between Registrant and Alex. Brown & Sons
Incorporated with respect to Class D Shares is incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-46279), filed with the Securities
and Exchange Commission via EDGAR on July 26, 1995.

(e) Form of Distribution Agreement between Registrant and Alex. Brown & Sons
Incorporated with respect to Class B Shares is incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (Registration No. 33-46279), filed with the Securities
and Exchange Commission via EDGAR on July 26, 1995.

Ex-99.B(6) (f) Distribution Agreement between Registrant and Alex. Brown & Sons Incorporated
with respect to Institutional Shares, filed herewith.

(8) Custodian Agreement between Registrant and PNC is incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration Statement
on Form N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

</TABLE>

<PAGE>

Ex-99.B(9) Master Services Agreement (including Accounting and Transfer Agency Services
Appendices) between Registrant and Investment Company Capital Corp., filed
herewith.

(10) Opinion of Counsel is incorporated herein by reference to Post-Effective Amendment
No. 5 to Registrant's Registration Statement on Form N-1A (Registration No. 33-
46279), filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

Ex-99.B(11) Consent of Coopers & Lybrand L.L.P., filed herewith.

(13) Subscription Agreement with respect to the initial capitalization of the Fund is
incorporated herein by reference to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (Registration No. 33-46279), filed with the
Securities and Exchange Commission via EDGAR on July 26, 1995.

(15) (a) Registrant's Distribution Plan is incorporated herein by reference to Post-
Effective Amendment No. 5 to Registrant's Registration Statement on Form
N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

(b) Registrant's Distribution Plan with respect to Flag Investors Class D Shares is
incorporated herein by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-46279),
filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

(c) Registrant's Distribution Plan with respect to Flag Investors Class B Shares is
incorporated herein by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (Registration No. 33-46279),
filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

(16) Schedule of Computation of Performance Quotations is incorporated herein by
reference to Post-Effective Amendment No. 5 to Registrant's Registration Statement
on Form N-1A (Registration No. 33-46279), filed with the Securities and Exchange
Commission via EDGAR on July 26, 1995.

Ex-99.B(18) Registrant's Rule 18f-3 Plan, filed herewith.

(24) Powers of Attorney are incorporated herein by reference to Post-Effective Amendment
No. 5 to Registrant's Registration Statement on Form N-1A (Registration No. 33-
46279), filed with the Securities and Exchange Commission via EDGAR on July 26,
1995.

EX-27 Financial Data Schedule, filed herewith.

</TABLE>

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.

ARTICLES SUPPLEMENTARY

FLAG INVESTORS VALUE BUILDER FUND, INC. (the "Corporation"), having its
principal office in the City of Baltimore, certifies that:

FIRST: The Corporation's Board of Directors in
accordance with Section 2-105(c) of the Maryland General Corporation Law has
adopted a resolution increasing the total number of shares of capital stock
which the Corporation has the authority to issue to thirty-five million
(35,000,000) shares of Common Stock, of the par value of 1 mil ($.001) per share
and of the aggregate par value of thirty-five thousand dollars ($35,000), all of
which shares are designated as follows: twenty million (20,000,000) shares are
designated "Flag Investors Value Builder Fund Class A Shares," five million
(5,000,000) shares are designated "Flag Investors Value Builder Fund Class B
Shares," three million (3,000,000) shares are designated "Flag Investors Value
Builder Fund Class D Shares," five million (5,000,000) shares are designated
"Flag Investors Value Builder Fund Institutional Shares" and two million
(2,000,000) shares remain undesignated.

SECOND: Immediately before the increase, the
Corporation was authorized to issue thirty million (30,000,000) shares of Common
Stock, of the par value of 1 mil ($.001) per share and of the aggregate par
value of thirty thousand dollars ($30,000), all of which shares were designated
as follows: twenty million (20,000,000) shares were designated "Flag Investors
Value Builder Fund Class A Shares," five million (5,000,000) shares were
designated "Flag Investors Value Builder Fund Class B Shares," three million
(3,000,000) shares were designated "Flag Investors Value Builder Fund Class D
Shares" and two million (2,000,000) shares remained undesignated.

THIRD: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940, as amended.

<PAGE>

IN WITNESS WHEREOF, Flag Investors Value Builder Fund, Inc.
has caused these Articles Supplementary to be executed by one of its Vice
Presidents and its corporate seal to be affixed and attested by its Secretary on
this 6th day of October, 1995.

[CORPORATE SEAL]

FLAG INVESTORS VALUE BUILDER FUND, INC.

By: /s/ Edward J. Veilleux
------------------------------
Edward J. Veilleux
Vice President

Attest: /s/ Brian C. Nelson
------------------------------
Brian C.Nelson
Secretary

The undersigned, Vice President of FLAG INVESTORS VALUE
BUILDER FUND, INC., who executed on behalf of said corporation the foregoing
Articles Supplementary to the Articles of Incorporation of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles Supplementary to the Articles of
Incorporation to be the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.

By: /s/Edward J. Veilleux
------------------------------
Edward J. Veilleux
Vice President

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
Institutional Shares

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 31 day of October, 1995, by and
between FLAG INVESTORS VALUE BUILDER FUND, INC., a Maryland corporation (the
"Fund"), and ALEX. BROWN & SONS INCORPORATED, a Maryland corporation ("Alex.
Brown").

W I T N E S S E T H

WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Fund's Articles of Incorporation, filed with the
Secretary of State of the State of Maryland on March 5, 1992 (the "Articles"),
authorize the Board of Directors of the Fund to increase or decrease the number
of shares of capital stock of the Fund and the number of shares of any class of
capital stock of the Fund; and

WHEREAS, the Fund's Board of Directors has authorized the
designation of three classes of shares of the Fund known respectively as the
Flag Investors Value Builder Fund Class A Shares, the Flag Investors Value
Builder Fund Class B Shares and the Flag Investors Value Builder Fund Class D
Shares; and

WHEREAS, the Fund's Board of Directors has further authorized
the creation of an institutional class of shares of the Fund known as the Flag
Investors Value Builder Fund Institutional Shares (the "Shares") ; and

WHEREAS, the Fund wishes to appoint Alex. Brown as the
exclusive distributor of the Shares and Alex. Brown wishes to become the
distributor of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants
herein contained and of other good and valuable consideration, the receipt
whereof is hereby acknowledged, the parties hereto agree as follows:

1. Appointment. The Fund appoints Alex. Brown as Distributor
for the Shares for the period and on the terms set forth in this Agreement.
Alex. Brown accepts such appointment and agrees to render the services set forth
herein.

2. Delivery of Documents. The Fund has furnished Alex. Brown
with copies properly certified or authenticated of each of the following:

(a) The Fund's Articles and all amendments thereto;

(b) The Fund's By-Laws and all amendments thereto
(such By-Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");

(c) Resolutions of the Fund's Board of Directors and
shareholders authorizing the appointment of Alex. Brown as the Fund's
Distributor of the Shares and approving this Agreement;

-1-

<PAGE>

(d) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as
filed with the Securities and Exchange Commission (the "SEC") on March 16, 1992;

(e) The Fund's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") (File No.
33-46279) and under the 1940 Act as filed with the SEC on March 16, 1992
relating to the Shares of the Fund, and all amendments thereto; and

(f) The Fund's most recent prospectus for the Shares
(such prospectus and all amendments and supplements thereto are herein called
"Prospectus").

The Fund will furnish Alex. Brown from time to time
with copies, properly certified or authenticated, of all amendments or
supplements to the foregoing, if any, and all documents, notices and reports
filed with the SEC.

3. Duties as Distributor. Alex. Brown shall give the Fund the
benefit of its best judgment, efforts and facilities in rendering its services
as Distributor of the Shares. Alex. Brown shall:

(a) respond to inquiries from the Fund's shareholders
concerning the status of their accounts with the Fund; and

(b) take, on behalf of the Fund, all actions deemed
necessary to carry into effect the distribution of the Shares.

(a) the Fund may issue its Shares at their net asset
value to any shareholder of the Fund purchasing such Shares with dividends or
other cash distributions received from the Fund pursuant to an offer made to all
shareholders;

(b) Alex. Brown may enter into shareholder processing
and servicing agreements;

(c) Alex. Brown may, and when requested by the Fund
shall, suspend its efforts to effectuate sales of the Shares at any time when in
the opinion of Alex. Brown or of the Fund no sales should be made because of
market or other economic considerations or abnormal circumstances of any kind;
and

(d) the Fund may withdraw the offering of the Shares
(i) at any time with the consent of Alex. Brown, or (ii) without such consent
when so required by the provisions of any statute or of any order, rule or
regulation of any governmental body having jurisdiction.

6. Compliance with Applicable Requirements. In carrying out
its obligations under this Agreement, Alex. Brown shall at all times conform to:

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<PAGE>

(a) all applicable provisions of the 1940 Act and any
rules and regulations adopted thereunder as amended;

(b) the provisions of the Registration Statement of
the Fund under the 1933 Act and the 1940 Act and any amendments and supplements
thereto;

(d) the provisions of the By-Laws of the Fund;

(e) the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD") and all other self-regulatory
organizations applicable to the sale of investment company shares; and

(f) any other applicable provisions of Federal and
State law.

7. Expenses. The expenses connected with the Fund shall be
allocable between the Fund and Alex. Brown as follows:

(a) Alex. Brown shall furnish, at its expense and
without cost to the Fund, the services of personnel to the extent that such
services are required to carry out their obligations under this Agreement;

(b) Alex. Brown shall bear the expenses of any
promotional or sales literature used by Alex. Brown or furnished by Alex. Brown
to purchasers or dealers in connection with the public offering of the Shares,
the expenses of advertising in connection with such public offering and all
legal expenses in connection with the foregoing;

(c) the Fund assumes and shall pay or cause to be
paid all other expenses of the Fund, including, without limitation: the fees of
the Fund's investment advisor; the charges and expenses of any registrar,
custodian or depositary appointed by the Fund for the safekeeping of its cash,
portfolio securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by the Fund; brokers' commissions
chargeable to the Fund in connection with portfolio securities transactions to
which the Fund is a party; all taxes, including securities issuance and transfer
taxes, and corporate fees payable by the Fund to Federal, State or other
governmental agencies; all costs and expenses in connection with maintenance of
registration of the Fund and the Shares with the SEC and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel) except as provided in subparagraph (a) above; the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act) or members of any advisory
board or committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in Shares or in cash; charges
and expenses of any outside service used for pricing of the Shares; charges and
expenses of legal counsel, including counsel to the Directors who are not
"interested persons" of the Fund (as defined in the 1940 Act), and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund borrowings;
postage; insurance premiums on property or personnel (including officers and
Directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operation unless otherwise explicitly provided herein.

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<PAGE>

may be billed monthly to the Fund, subject to examination by the Fund's
independent accountants. Payment or assumption by Alex. Brown of any Fund
expense that Alex. Brown is not required to pay or assume under this Agreement
shall not relieve Alex. Brown of any of its obligations to the Fund or obligate
Alex. Brown to pay or assume any similar Fund expense on any subsequent
occasions.

9. Compensation. Alex. Brown shall receive no compensation for
the services to be rendered and the expenses assumed by it pursuant to this
Agreement.

10. Compensation for Servicing Shareholder Accounts. The Fund
acknowledges that Alex. Brown may, from its own resources, compensate its
investment representatives for opening accounts, processing investor letters of
transmittals and applications and withdrawal and redemption orders, responding
to inquiries from Fund shareholders concerning the status of their accounts and
the operations of the Fund, and communicating with the Fund and its transfer
agent on behalf of the Fund shareholders.

11. Sub-Distribution Agreements. Alex. Brown may enter into
Sub-Distribution Agreements (the "Sub-Distribution Agreements") with any
securities dealer who is registered under the Securities Exchange Act of 1934
and a member in good standing of the NASD, who may wish to act as a
Participating Dealer in connection with the proposed offering. All
Sub-Distribution Agreements shall be in substantially the form of the agreement
attached hereto as Exhibit "A". For processing Fund shareholders' redemption
orders, responding to the inquiries from Fund shareholders concerning the status
of their accounts and the operations of the Fund and communicating with the
Fund, its transfer agent and Alex. Brown, Alex. Brown may, from its own
resources, compensate each such Participating Dealer for such services.

12. Non-Exclusivity. The services of Alex. Brown to the Fund
are not to be deemed exclusive and Alex. Brown shall be free to render
distribution or other services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that Directors,
officers or employees of Alex. Brown may serve as Directors or officers of the
Fund, and that Directors or officers of the Fund may serve as Directors,
officers and employees of Alex. Brown to the extent permitted by law; and that
Directors, officers and employees of Alex. Brown are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, Directors or officers of any other firm or
corporation, including other investment companies.

13. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
for an initial term of two years and from year to year thereafter, provided that
such continuance is specifically approved at least annually:

(a) (i) by the Fund's Board of Directors or (ii) by
the vote of a majority of the outstanding voting securities of the Shares (as
defined in the 1940 Act), and

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<PAGE>

(b) by the affirmative vote of a majority of the
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act) and do not have a financial interest in the operation of this Agreement, by
votes cast in person at a meeting specifically called for such purpose.

14. Termination. This Agreement may be terminated at any time,
on sixty (60) days' written notice to the other party without the payment of any
penalty, (i) by vote of the Fund's Board of Directors, (ii) by vote of a
majority of the Directors who are not "interested persons" of the Fund (as
defined in the 1940 Act) and do not have a financial interest in the operation
of this Agreement, (iii) by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) or (iv) by Alex. Brown. The notice
provided for herein may be waived by each party. This Agreement shall
automatically terminate in the event of its assignment (as the term is defined
in the 1940 Act).

15. Liability. In the performance of its duties hereunder,
Alex. Brown shall be obligated to exercise care and diligence and to act in good
faith and to use its best efforts within reasonable limits in performing all
services provided for under this Agreement, but shall not be liable for any act
or omission which does not constitute willful misfeasance, bad faith or gross
negligence on the part of Alex. Brown or reckless disregard by Alex. Brown of
its duties under this Agreement.

16. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other parties, it is agreed that the address of both
Alex. Brown and the Fund for this purpose shall be 135 East Baltimore Street,
Baltimore, Maryland 21202.

17. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the laws of
Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers as of the day
and year first above written.

[SEAL] FLAG INVESTORS VALUE BUILDER FUND, INC.

Attest: /s/ Alisa Stesch By: /s/ Edward J. Veilleux
-------------------- --------------------------------
Title: Vice President

[SEAL] ALEX. BROWN & SONS INCORPORATED

Attest: /s/ Alisa Stesch By: /s/ Richard T. Hale
---------------------- --------------------------------
Title: Managing Director

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<PAGE>

MASTER SERVICES AGREEMENT
-------------------------

THIS AGREEMENT is made as of the 23rd day of August, 1994 by
and between FLAG INVESTORS REAL ESTATE SECURITIES FUND, INC., a Maryland
corporation (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland
corporation ("ICC").

W I T N E S S E T H:

WHEREAS, the Fund is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Fund desires to retain ICC to provide certain
services on behalf of the Fund, as set forth in the Appendices to this
Agreement, and ICC is willing so to serve.

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints ICC to perform such
services and to serve such functions on behalf of the Fund as set forth in the
Appendices to this Agreement, on the terms set forth in this Agreement and the
Appendices hereto. ICC accepts such appointment and agrees to furnish such
services and serve such functions. The Fund may have currently outstanding one
or more series or classes of its shares of common stock, par value $.001 per
share ("Shares") and may from time to time hereafter issue separate series or
classes of its Shares or classify and reclassify Shares of any series or class,
and the appointment effected hereby shall constitute appointment for the
provision of services with respect to all existing series and classes and any
additional series and classes unless the parties shall otherwise agree in
writing.

2. Delivery of Documents. The Fund has furnished ICC with
copies properly certified or authenticated of the following documents and will
furnish ICC from time to time with copies, properly certified or authenticated,
of all amendments of or supplements thereto, if any:

(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of ICC to act in such capacities on behalf of the
Fund as set forth in the Appendices to this Agreement, and the entering into of
this Agreement by the Fund;

(b) The Fund's Articles of Incorporation and all
amendments thereto (the "Charter") and the Fund's By-Laws and all amendments
thereto (the "By-Laws");

(c) The Fund's most recent Registration Statement on
Form N-1A under the Securities Act of 1933, as amended (the "1933 Act") and
under the 1940 Act as filed with the Securities and Exchange Commission (the
"SEC") relating to the Shares; and

(d) Copies of the Fund's most recent prospectus or
prospectuses, including amendments and supplements thereto (collectively, the
"Prospectus").

3. Services to be Provided; Fees. During the term of this
Agreement, ICC shall perform the services and act in such capacities on behalf
of the Fund as set forth herein and in the Appendices to this Agreement. For the
services performed by ICC for the Fund, the Fund will compensate ICC in such
amounts as may be agreed to from time to time by the parties in writing.

4. Records. The books and records pertaining to the Fund which
are in the possession of ICC shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other

<PAGE>

applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during ICC's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by ICC to the Fund
or the Fund's authorized representative at the Fund's expense.

5. Cooperation With Accountants. In addition to any
obligations set forth in an Appendix hereto, ICC shall cooperate with the Fund's
independent accountants and shall take all reasonable actions in the performance
of its obligations under this Agreement to ensure that the necessary information
is made available to such accountants for the expression of such accountants'
opinion of the Fund's financial statements or otherwise, as such may be required
by the Fund from time to time.

6. Compliance with Governmental Rules and Regulations. The
Fund assumes full responsibility for insuring that the Fund complies with all
applicable requirements of the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction. ICC undertakes to comply with all
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
Commodities Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICC of its duties under this Agreement, including the Appendices hereto.

7. Expenses.

(a) ICC shall bear all expenses of its employees and
overhead incurred in connection with its duties under this Agreement and shall
pay all salaries and fees of the Fund's directors and officers who are employees
of ICC.

(b) The Fund assumes and shall pay or cause to be
paid all other expenses of the Fund, including, without limitation: the fees of
the Fund's investment advisor, administrator and distributor; the charges and
expenses of any registrar, any custodian or depositary appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the Fund
to federal, state or other governmental agencies; the cost and expense of
engraving or printing of stock certificates representing Shares; all costs and
expenses in connection with maintenance of registration of the Fund and its
Shares with the SEC and various states and other jurisdictions (including filing
fees and legal fees and disbursements of counsel); the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of directors or members of any
advisory board or committee other than such directors or members who are
"interested persons" of the Fund (as defined in the 1940 Act); all expenses
incident to the payment of any dividend, distribution, withdrawal or redemption,
whether in Shares or in cash; charges and expenses of any outside service used
for pricing of the Shares; charges and expenses of legal counsel, including
counsel to the directors of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act), and of independent accountants, in connection
with any matter relating to the Fund; a portion of membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and directors) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

8. Liability; Indemnification. Neither ICC nor any of its
officers, directors or employees shall be liable for any error of judgment or
for any loss suffered by the Fund in connection with the matters to which this
Agreement, including the Appendices hereto, relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on its or their part in
the performance of, or from reckless disregard by it or them of, its or their
obligations and duties under this Agreement. The Fund agrees to indemnify and
hold harmless ICC and its nominees from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation, liabilities
arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and
foreign securities and blue sky laws, all as currently in existence or as
amended from time to time) and expenses, including (without limitation)

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<PAGE>

attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which ICC takes or does or omits to take or do at the request or
on the direction of or in reliance on the advice of the Fund; provided, that
neither ICC nor any of its nominees shall be indemnified against any liability
to the Fund or to its shareholders (or any expenses incident to such liability)
arising out of ICC's own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
Notwithstanding anything else in this Agreement or any Appendix hereto to the
contrary, ICC shall have no liability to the Fund for any consequential, special
or indirect losses or damages which the Fund may incur or suffer as a
consequence of ICC's performance of the services provided in this Agreement or
any Appendix hereto.

9. Responsibility of ICC. ICC shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by ICC in writing. In the performance of its
duties hereunder, ICC shall be obligated to exercise care and diligence and to
act in good faith and to use its best efforts within reasonable limits in
performing services provided for under this Agreement, but ICC shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of ICC or reckless disregard by ICC of
its duties under this Agreement. Notwithstanding anything in this Agreement to
the contrary, ICC shall have no liability to the Fund for any consequential,
special or indirect losses or damages which the Fund may incur or suffer by or
as a consequence of ICC's performance of the services provided hereunder.

10. Non-Exclusivity. The services of ICC to the Fund are not
to be deemed exclusive and ICC shall be free to render accounting or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that directors, officers or employees of
ICC may serve as directors or officers of the Fund, and that directors or
officers of the Fund may serve as directors, officers and employees of ICC to
the extent permitted by law; and that directors, officers and employees of ICC
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, directors
or officers of any other firm or corporation, including other investment
companies.

11. Notice. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, to the Fund at 135 E. Baltimore
Street, Baltimore, Maryland 21202, Attention: Brian C. Nelson, or to ICC at 135
E. Baltimore Street, Baltimore, Maryland 21202, Attention: Mr. Edward J.
Veilleux.

12. Miscellaneous.

(a) This Agreement shall become effective as of the
date first above written and shall remain in force until terminated. This
Agreement, or any Appendix hereto, may be terminated at any time without the
payment of any penalty, by either party hereto on sixty (60) days' written
notice to the other party.

(b) This Agreement shall be construed in accordance
with the laws of the State of Maryland.

(c) If any provisions of this Agreement shall be held
or made invalid in whole or in part, the other provisions of this Agreement
shall remain in force. Invalid provisions shall, in accordance with the intent
and purpose of this Agreement, be replaced by mutual consent of the parties with
such valid provisions which in their economic effect come as close as legally
possible to such invalid provisions.

(d) Except as otherwise specified in the Appendices
hereto, ICC shall be entitled to rely on any notice or communication believed by
it to be genuine and correct and to have been sent to it by or on behalf of the
Fund.

(e) ICC agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to the Fund
and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where ICC may be exposed to civil

-3-
<PAGE>

or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.

(f) Any part of this Agreement or any Appendix
attached hereto may be changed or waived only by an instrument in writing signed
by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.

FLAG INVESTORS REAL ESTATE SECURITIES FUND, INC.

By: /s/ Brian C. Nelson
----------------------------------------
Title: Vice President and Secretary

INVESTMENT COMPANY CAPITAL CORP.

By: /s/ Edward J. Veilleux
----------------------------------------
Title: President

-4-

<PAGE>

Appendix I

TRANSFER AGENCY SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
between
FLAG INVESTORS VALUE BUILDER FUND, INC.
and
INVESTMENT COMPANY CAPITAL CORP.

This Appendix is hereby incorporated into and made a part of the Master
Services Agreement dated as of February 28, 1994 (the "Master Services
Agreement") between FLAG INVESTORS VALUE BUILDER FUND, INC. and INVESTMENT
COMPANY CAPITAL CORP. Defined terms not otherwise defined herein shall have the
meaning set forth in the Master Services Agreement.

1. Definitions.

(a) "Authorized Person". The term "Authorized Person" shall
mean any officer of the Fund and any other person, who is fully authorized by
the Fund's Board of Directors, to give Oral and Written Instructions on behalf
of the Fund. Such persons are listed in the Certificate attached hereto.

(b) "Oral Instructions". The term "Oral Instructions" shall
mean oral instructions received by ICC from an Authorized Person or from a
person reasonably believed by ICC to be an Authorized Person.

(c) "Written Instructions". The term "Written Instructions"
shall mean written instructions signed by two Authorized Persons and received by
ICC. The instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.

2. Instructions. Unless otherwise provided in this Appendix, ICC shall
act only upon Oral and Written Instructions. ICC shall be entitled to rely upon
any Oral and Written Instruction it receives from an Authorized Person (or from
a person reasonably believed by ICC to be an Authorized Person) pursuant to this
Agreement. ICC may assume that any Oral or Written Instruction received
hereunder is not in any way inconsistent with the provisions of the Fund's
Articles of Incorporation, the Master Services Agreement, or any Appendix
attached thereto, or of any vote, resolution or proceeding of the Fund's Board
of Directors or shareholders.

The Fund agrees to forward to ICC Written Instructions
confirming Oral Instructions so that ICC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by ICC shall
in no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. The Fund further agrees that ICC shall
incur no liability to the Fund in acting upon Oral or Written Instructions
provided such instructions reasonably appear to have been received from an
Authorized Person.

If ICC is in doubt as to any action it should or should not
take, ICC may request directions or advice, including Oral or Written
Instructions, from the Fund. ICC shall be protected in any action it takes or
does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which ICC believes,
in good faith, to be consistent with those directions, advice or Oral or Written
Instructions. Notwithstanding the foregoing, ICC shall have no obligation (i) to
seek such directions, advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written Instructions unless,
under the terms of other provisions of this Appendix, the same is a condition of
ICC's properly taking or not taking such action.

<PAGE>

3. Description of Services.

(a) General Services to be Provided. ICC shall provide to the
Fund the following services on an ongoing basis:

(i) Calculate 12b-1 payments;

(ii) Maintain proper shareholder registrations;

(iii) Review new applications and correspond with
shareholders, if necessary, to complete or correct
information;

(iv) Direct payment processing of checks or wires;

(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations; solicit and tabulate
proxies; receive and tabulate proxy cards for meetings of the
Fund's shareholders;

(vi) Countersign securities;

(vii) Direct shareholder confirmation of activity;

(viii) Provide toll-free lines for direct shareholder
use, plus customer liaison staff for on-line inquiry response;

(ix) Mail duplicate confirmation to broker-dealers of
their clients' activity, whether executed through the
broker-dealer or directly with ICC;

(x) Provide periodic shareholder lists and statistics
to the Fund;

(xi) Provide detail for underwriter/broker
confirmations;

(xii) Mail periodic year-end tax and statement
information;

(xiii) Provide timely notification to investment
advisor, accounting agent, and custodian of Fund activity; and

(xiv) Perform other participating broker-dealer
shareholder services as may be agreed upon from time to time.

(b) Purchase of Shares. ICC shall issue and credit an account
of an investor, in the manner described in the Prospectus, once it receives: (i)
a purchase order; (ii) proper information to establish a shareholder account;
and (iii) confirmation of receipt by, or crediting of funds for such order to,
the Fund's custodian.

(c) Redemption of Shares. ICC shall redeem the Fund's shares
only in accordance with the provisions of the Prospectus and each shareholder's
individual directions. Shares shall be redeemed at such time as the shareholder
tenders his or her shares and directs the method of redemption in accordance
with the terms set forth in the Prospectus. If securities are received in proper
form, Shares shall be redeemed before the funds are provided to ICC. When the
Fund provides ICC with funds, redemption proceeds will be wired (if requested)
or a redemption check issued. All redemption checks shall be drawn to the
recordholder unless third party payment authorizations have been signed by the
recordholder and delivered to ICC.
<PAGE>

(d) Dividends and Distributions. Upon receipt of certified
resolutions of the Fund's Board of Directors authorizing the declaration and
payment of dividends and distributions, ICC shall issue the dividends and
distributions in shares, or, upon shareholder election, pay such dividends and
distributions in cash. Such issuance or payment shall be made after deduction
and payment of the required amount of funds to be withheld in accordance with
any applicable tax laws or other laws, rules or regulations. The Fund's
shareholders shall receive tax forms and other information, or permissible
substitute notice, relating to dividends and distributions, paid by the Fund as
are required to be filed and mailed by applicable law, rule or regulation. ICC
shall maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends and distributions paid by the Fund to its
shareholders as required by tax or other law, rule or regulation.

(e) Shareholder Account Services. If authorized in the
Prospectus, ICC shall arrange for the following services, in accordance with the
applicable terms set forth in the Prospectus: (i) the issuance of Shares
obtained through any pre-authorized check plan and direct purchases through
broker wire orders, checks and applications; (ii) exchanges of shares of any
fund for Shares of the Fund with which the Fund has exchange privileges; (iii)
automatic redemption from an account where that shareholder participates in an
automatic redemption plan; and (iv) redemption of Shares from an account with a
check writing privilege.

(f) Communications to Shareholders. Upon timely Written
Instructions, ICC shall mail all communications by the Fund to its shareholders,
including, reports to shareholders, confirmations of purchases and sales of
Shares, monthly or quarterly statements, dividend and distribution notices, and
proxy material.

(g) Records. ICC shall maintain records of the accounts for
each shareholder showing the following information: (i) name, address and U.S.
Tax Identification or Social Security number; (ii) number and class of Shares
held and number and class of Shares for which certificates, if any, have been
issued, including certificate numbers and denominations; (iii) historical
information regarding the account of each shareholder, including dividends and
distributions paid and the date and price for all transactions on a
shareholder's account; (iv) any stop or restraining order placed against a
shareholder's account; (v) any correspondence relating to the current
maintenance of a shareholder's account; (vi) information with respect to
withholdings; and (vii) any information required in order for ICC to perform any
calculations contemplated or required by this Appendix or the Master Services
Agreement.

(h) Lost or Stolen Certificates. ICC shall place a stop notice
against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued upon: (i) the
shareholder's pledge of a lost instrument bond or such other appropriate
indemnity bond issued by a surety company approved by ICC; and (ii) completion
of a release and indemnification agreement signed by the shareholder to protect
ICC.

(i) Shareholder Inspection of Stock Records. Upon requests
from Fund shareholders to inspect stock records, ICC will notify the Fund and
the Fund shall deliver Oral or Written Instructions granting or denying each
such request. Unless ICC has acted contrary to the Fund's Instructions, the Fund
agrees to release ICC from any liability for refusal or permission for a
particular shareholder to inspect the Fund's shareholder records.

(j) Withdrawal of Shares and Cancellation of Certificates.
Upon receipt of Written Instructions, ICC shall cancel outstanding certificates
surrendered by the Fund to reduce the total amount of outstanding shares by the
number of shares surrendered by the Fund.

(k) Telephone Transactions. In accordance with the terms of
the Prospectus, ICC shall act upon shareholder requests made by telephone for
redemption or exchange of ISI shares; provided that (i) the shareholder has
authorized telephone transactions on the Fund's Account Application or otherwise
in writing, (ii) if the request is a redemption, the amount to be redeemed does
not exceed $10,000 and (iii) ICC has complied with the identification and other
security procedures required by the Fund in connection with telephone
transactions.
<PAGE>

4. Fees. As compensation for the services performed by ICC for the Fund
pursuant to this Appendix, the Fund will pay to ICC such amounts as may be
agreed to from time to time by the parties in writing.

5. Delegation of Responsibilities. ICC may subcontract to any third
party all or any part of its obligations under this Appendix; provided that any
such subcontracting shall not relieve ICC of any of its obligations under this
Appendix. All subcontractors shall be paid by ICC.

<PAGE>

Appendix II

ACCOUNTING SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
between
FLAG INVESTORS VALUE BUILDER FUND, INC.
and
INVESTMENT COMPANY CAPITAL CORP.

This Appendix is hereby incorporated into and made a part of
the Master Services Agreement dated as of January 1, 1994 (the "Master Services
Agreement") between FLAG INVESTORS VALUE BUILDER FUND, INC. and INVESTMENT
COMPANY CAPITAL CORP. Defined terms not otherwise defined herein shall have the
meaning set forth in the Master Services Agreement.

1. Accounting Services to be Provided. ICC will perform the following accounting
functions if required:

(a) Journalize investment, capital share and income and
expense;

(b) Verify investment buy/sell trade tickets when received
from the Fund's investment advisor and transmit trades to the Fund's custodian
for proper settlement;

(d) Maintain tax lots for each security;

(e) Reconcile cash and investment balances with the custodian,
and provide the Fund's investment advisor with the beginning cash balance
available for investment purposes;

(f) Update the cash availability throughout the day as
required by the Fund's investment advisor;

(g) Post to and prepare the Fund's Statement of Net Assets and
Liabilities and the Statement of Operations;

(h) Calculate various contractual expenses (e.g., advisor and
custody fees);

(i) Monitor the expense accruals and notify Fund management of
any proposed adjustments;

(j) Control all disbursements from the Fund and authorize such
disbursements upon written instructions from the President or any other officer
of the Fund or the investment advisor;

(k) Calculate capital gains and losses;

(l) Determine the Fund's net income;

(m) Obtain security market quotes from independent pricing
services approved by the investment advisor, or if such quotes are unavailable,
then obtain such prices from the investment advisor, and in either case
calculate the market value of portfolio investments;

(n) Transmit or mail a copy of the daily portfolio valuation
to the Fund's investment advisor;

(o) Compute the Fund's net asset value;

(p) As appropriate, compute the yields, total return, expense
ratios, portfolio turnover rate;

(q) Prepare a monthly financial statement, which will include
the following items:

<PAGE>

o Schedule of Investments;
o Statement of Net Assets and Liabilities;
o Statement of Operations;
o Statement of Changes in Net Assets;
o Cash Statement;
o Schedule of Capital Gains and Losses;

(r) Assist in the preparation of:

o Federal and State Tax Returns;
o Excise Tax Returns;
o Annual, Semi-Annual and Quarterly Shareholder
Reports;
o Rules 24 (e)-2 and 24 (f)-2 Notices;
o Annual and Semi-Annual Reports on Form N-SAR;
o Monthly and Quarterly Statistical Data Information
Reports Sent to Performance Tracking Companies;

(s) Assist in the Blue Sky and Federal registration and
compliance process;

(t) Assist in the review of registration statements; and

(u) Assist in monitoring compliance with Sub-Chapter M of the
Internal Revenue Code.

2. Records. ICC shall keep the following records: (a) all books and records with
respect to the Fund's books of account; and (b) records of the Fund's securities
transactions.

3. Liaison With Accountants. In addition to ICC's obligations relating to the
Fund's independent accountants set forth in the Master Services Agreement, ICC
shall act as liaison with the Fund's independent accountants and shall provide
account analyses, fiscal year summaries, and other audit related schedules.

4. Compensation. For services performed by ICC pursuant to this Appendix, the
Fund will pay to ICC compensation for such services as the parties may agree to
from time to time in writing.

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion of our report dated May 10, 1996 on our
audit of the financial statements and financial highlights of Flag Investors
Value Builder Fund, Inc. in the Statement of Additional Information with respect
to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A
(No. 33-46279) under the Securities Act of 1933 of Flag Investors Value Builder
Fund, Inc. We also consent to the the references to our Firm under the headings
"Financial Highlights" and "General Information" in the Prospectus and
"Independent Accountants" in the Statement of Additional Information.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 26, 1996

<PAGE>

Flag Investors Value Builder Fund, Inc.
Rule 18f-3 Multiple Class Plan
for
Flag Investors Class A, Flag Investors Class B
and Institutional Class

Adopted December 13, 1995

I. Introduction.

A. Authority. This Rule 18f-3 Multiple Class Plan (the "Plan") has been
adopted by the Board of Directors (the "Board") of Flag Investors Value Builder
Fund, Inc. (the "Fund"), including a majority of the Directors of the Fund who
are not "interested persons" of the Fund (the "Independent Directors") pursuant
to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"),

B. History. The Fund is entitled to rely on an exemptive order dated
December 30, 1994, which amended and supplemented prior multi-class exemptive
orders dated August 27, 1985 and February 27, 1987, respectively, (Inv. Co. Act
Releases Nos. IC-20813, IC-14695 and IC-15592, respectively) (collectively, the
"Order"). On December 13, 1995, the Fund elected to rely on Rule 18f-3 rather
than the Order, as permitted by Rule 18f-3 subject to certain conditions, and
created a multiple class distribution arrangement for three classes of shares of
the common stock of the Fund's one existing series (the "Series"). The multiple
class distribution arrangement will be effective on the date of effectiveness of
the post-effective amendment to the Fund's registration statement that
incorporates the arrangement. The multi-class distribution arrangement will
apply to all existing (Flag Investors Class A, Flag Investors Class B and
Institutional) and future classes of Fund shares. [The Flag Investors Class A
Shares have been offered since the Fund's inception on June 15, 1992, the Flag
Investors Class B Shares have been offered since January 3, 1995 and the
Institutional Shares have been offered since November 2, 1995. The Flag
Investors Class D Shares are no longer being offered.]

C. Adoption of Plan; Amendment of Plan; and Periodic Review. Pursuant
to Rule 18f-3, the Fund is required to create a written plan specifying all of
the differences among the Fund's classes, including shareholder services,
distribution arrangements, expense allocations, and any related conversion
features or exchange options. The Board has created the Plan to meet this
requirement. The Board, including a majority of the Independent Directors, must
periodically review the Plan for its continued appropriateness, and must approve
any material amendment of the Plan as it relates to any class of any Series
covered by the Plan. This Plan must be amended to properly describe (through

<PAGE>

additional exhibits hereto or otherwise) each additional class of shares
approved by the Fund's Board of Directors after the date hereof. Before any
material amendment of the Plan, the Fund is required to obtain a finding by a
majority of the Board, and a majority of the Independent Directors, that the
Plan as proposed to be amended, including the expense allocations, is in the
best interests of each class individually and the Fund as a whole.

II. Attributes of Share Classes

A. The rights of each existing class of the Fund are not being changed
hereby, and the rights, obligations and features of each of the classes of the
Fund shall be as set forth in the Fund's Articles of Incorporation and Bylaws,
as each such document is amended or restated to date, the resolutions that are
adopted with respect to the classes of the Fund and that are adopted pursuant to
the Plan to date, and related materials of the Board, as set forth in Exhibit A
hereto.

B. With respect to any class of shares of a Series, the following
requirements shall apply. Each share of a particular Series shall represent an
equal pro rata interest in the Series and shall have identical voting, dividend,
liquidation and other rights, preferences, powers, restrictions, limitations,
qualifications, designations and terms and conditions, except that (i) each
class shall have a different class designation (e.g., Class A, Class B, Class C,
etc.); (ii) each class of shares shall separately bear any distribution expenses
in connection with the plan adopted pursuant to Rule 12b-1 under the 1940 Act (a
"Rule 12b-1 Plan"), if any, for such class (and any other costs relating to
obtaining shareholder approval of the Rule 12b-1 Plan for such class, or an
amendment of such plan) and shall separately bear any expenses associated with
any non-Rule 12b-1 Plan service payments ("service fees") that are made under
any servicing agreement, if any, entered into with respect to that class; (iii)
holders of the shares of the class shall have exclusive voting rights regarding
the Rule 12b-1 Plan relating to such class (e.g., the adoption, amendment or
termination of a Rule 12b-1 Plan), regarding the servicing agreements relating
to such class and regarding any matter submitted to shareholders in which the
interests of that class differ from the interests of any other class; (iv) each
new class of shares may bear, to the extent consistent with rulings and other
published statements of position by the Internal Revenue Service, the expenses
of the Fund's

<PAGE>

operation that are directly attributable to such class ("Class Expenses")(1);
and (v) each class may have conversion features unique to such class, permitting
conversion of shares of such class to shares of another class, subject to the
requirements set forth in Rule 18f-3.

III. Expense Allocations

Expenses of each class created after the date hereof must be
allocated as follows: (i) distribution and shareholder servicing payments
associated with any Rule 12b-1 Plan or servicing agreement, if any, relating to
each respective class of shares (including any costs relating to implementing
such plans or any amendment thereto) will be borne exclusively by that class;
(ii) any incremental transfer agency fees relating to a particular class will be
borne exclusively by that class; and (iii) Class Expenses relating to a
particular class will be borne exclusively by that class.

The methodology and procedures for calculating the net asset
value and dividends and distributions of the various classes of shares of the
Fund and the proper allocation of income and expenses among the various classes
of shares of the Fund are required to comply with the Fund's internal control
structure pursuant to applicable auditing standards, including Statement on
Auditing Standards No. 55, and to be reviewed as part of the independent
accountants' review of such internal control structure. The independent
accountants' report on the Fund's system of internal controls required by Form
N-SAR, Item 77B, is not required to refer expressly to the procedures for
calculating the classes' net asset values.

- --------
(1) Class Expenses are limited to any or all of the following: (i) transfer
agent fees identified as being attributable to a specific class of shares, (ii)
stationery, printing, postage, and delivery expenses related to preparing and
distributing materials such as shareholder reports, prospectuses, and proxy
statements to current shareholders of a specific class, (iii) Blue Sky
registration fees incurred by a class of shares, (iv) SEC registration fees
incurred by a class of shares, (v) expenses of administrative personnel and
services as required to support the shareholders of a specific class, (vi)
directors' fees or expenses incurred as a result of issues relating solely to a
class of shares, (vii) account expenses relating solely to a class of shares,
(viii) auditors' fees, litigation expenses, and legal fees and expenses relating
solely to a class of shares, and (ix) expenses incurred in connection with
shareholder meetings as a result of issues relating solely to a class of shares.

<PAGE>

Date Approved: March 1992

Resolutions Approving Distribution Agreement and
Plan of Distribution for Flag Investors Shares

RESOLVED, that the proposed Distribution Agreement, between the Fund
and Alex. Brown & Sons Incorporated for distribution of the Fund's shares be,
and the same hereby is, approved, and that the appropriate officers of the Fund
be, and they hereby are, authorized and directed to enter into and execute such
Distribution Agreement with such modifications as said officers shall deem
necessary or appropriate or as may be required to conform with the requirements
of any applicable statute, regulation or regulatory body;

FURTHER RESOLVED, that the proposed Plan of Distribution (the "Plan")
is determined to be reasonably likely to benefit the Fund and its shareholders;

FURTHER RESOLVED, that the expenditures contemplated by the Plan are
comparable to other expenditures for similar funds;

FURTHER RESOLVED, that the Plan be, and the same hereby is, approved;

FURTHER RESOLVED, that the proposed form of Sub-Distribution Agreement
of the Fund be, and the same hereby is, approved.

<PAGE>

Date Approved: November 1992

Resolutions Renaming Flag Investors Fund Shares and
Creating Flag Investors Class B Shares

WHEREAS, the Board of Directors of Flag Investors Value Builder Fund,
Inc. has previously designated one class of the Fund's shares: "Flag Investors
Value Builder Fund Shares";

NOW THEREFORE BE IT RESOLVED, that such shares be, and they hereby are,
further designated and classified as the Fund's Class A Shares;

FURTHER RESOLVED, that in accordance with the authority granted to the
Board of Directors of the Fund pursuant to Article VI, Section 4 of the Fund's
Articles of Incorporation, a second class of the Fund's 30,000,000 authorized
shares of common stock, par value$.001, be, and hereby is, classified and
designated as the Fund's "Flag Investors Class B Shares" (the "Class B Shares");

FURTHER RESOLVED, that the proper officers of the Fund be, and they
hereby are, authorized and directed in the name and on behalf of the Fund to
make all appropriate filings with the Commission with respect to the
establishment of such new class of shares, the related Distribution Agreement
and Plan of Distribution under Rule 12b-1 under the 1940 Act approved by the
Board of Directors, including, if they deem it necessary or appropriate, the
filing of supplements and post-effective amendments under the 1933 Act and under
the 1940 Act to the Fund's Registration Statement on Form N- 1A (Registration
No. 33-46279), and all necessary exhibits and other instruments relating thereto
(collectively, the "Registration Statement"), procuring all other necessary
signatures thereon, and filing the appropriate exhibits thereto with the
Commission under the 1933 Act and the 1940 Act;

FURTHER RESOLVED, that the proper officers of the Fund be, and they
hereby are, authorized and directed to appear, together with legal counsel, on
behalf of the Fund before the Commission in connection with any matter relating
to the Registration Statement and to take such other actions, including Blue Sky
filings, as may be required in connection with the establishment of such Class;
and

FURTHER RESOLVED, that the proper officers of the Fund be, and they
hereby are, authorized and directed in the name and on behalf of the Fund, to
take any other action that the officer so acting may deem necessary or
appropriate in connection with the establishment and registration of the Class B
Shares of the Fund, the taking of any such action to establish conclusively such
officer's authority therefore and the approval and ratification thereof by the
Fund.

<PAGE>

Date Approved: November 1992

Resolutions Approving Distribution Agreement and
Plan of Distribution for Flag Investors Class B Shares

WHEREAS, the Board of Directors of Flag Investors Value Builder Fund,
Inc. at a meeting held on March 31, 1992, approved the Distribution Agreement,
including the form of Sub-Distribution Agreement annexed as Exhibit A thereto,
dated as of June 15, 1992 between the Fund and Alex. Brown & Sons Incorporated
("Alex. Brown"); and

WHEREAS, such Agreement contemplates the creation of additional series
and classes and provides that the appointment of Alex. Brown effected thereby
shall constitute appointment for the distribution of such additional series and
classes unless the parties shall otherwise agree in writing; and

WHEREAS, it is the desire of the Board of Directors that Alex. Brown
serve as the distributor for the Fund's Flag Investors Class B Shares (the
"Class B Shares");

NOW THEREFORE BE IT RESOLVED, that the Fund's Distribution Agreement,
as previously adopted by this Board of Directors, is deemed to encompass the
Class B Shares and is hereby adopted as the Distribution Agreement for such
Shares;

FURTHER RESOLVED, that the proposed Plan of Distribution (the "Plan")
for the Class B Shares is determined to be reasonably likely to benefit the Fund
and its shareholders and that, based on information reasonably available to the
Directors, expenditures contemplated by such Plan are comparable to expenditures
for other similar plans;

FURTHER RESOLVED, that the Plan be, and hereby is, approved.

<PAGE>

Date Approved: September 1994

Resolutions of Board Reclassifying Old Class B Shares and
Creating New Class B Shares

RESOLVED, that all issued and outstanding Class B Shares of Flag
Investors Value Builder Fund, Inc. be, and they hereby are, reclassified as
Class D Shares upon later date;

FURTHER RESOLVED, that the Board of Directors of Flag Investors Value
Builder Fund, Inc., having considered the growth in class assets, outlook for
further growth and other relevant considerations, have determined that the
offering of the Class D Shares of the such Fund should be terminated, such
termination to be effective as of November 18, 1994;

FURTHER RESOLVED, that the proper officers of the Fund be, and each of
them hereby is, authorized and directed in the name and on behalf of the Fund,
to take any action that the officer so acting may deem necessary or appropriate,
to effect the termination of the offering of the Class D Shares;

FURTHER RESOLVED, that an additional class of shares of the Fund be,
and hereby is, classified and designated as the "Flag Investors Class B Shares"
(the "Class B Shares") and that unissued shares of common stock, par value $.001
per share of the Fund be, and the same hereby are, reclassified as follows:
<TABLE>
<CAPTION>

Total # of Class A Class B Class D Unclassified
- ---------- ------- ------- ------- ------------
Shares
- ------
<C> <C> <C> <C> <C>
30,000,000 20,000,00 5,000,000 3,000,000 2,000,000
</TABLE>

FURTHER RESOLVED, that the proper officers of the Fund be, and each of
them hereby is, authorized and directed to file articles supplementary to the
Fund's Articles of Incorporation and to take such other action as may be
necessary to designate and reclassify shares in the foregoing manner.

RESOLVED, that the Distribution Agreement between the Fund and Alex.
Brown & Sons Incorporated for the Class B Shares of the Fund be, and the same
hereby is, approved;

FURTHER RESOLVED, that the Plan of Distribution for the Class B Shares
of the Fund is determined to be reasonably likely to benefit the Fund and its
shareholders; and that based on information reasonably available to the
Directors, expenditures contemplated by such Plan are comparable to expenditures
for similar plans;

FURTHER RESOLVED, that said Plan be, and the same hereby is, approved.

<PAGE>

Approved: September 1995

Resolutions of Board Creating
Institutional Class of Shares

RESOLVED, that the total number of shares of common stock, par
value $.001 per share, that Flag Investors Value Builder Fund, Inc. is
authorized to issue is hereby increased from thirty million (30,000,000) to
thirty-five million (35,000,000) and that from such amount, five million
(5,000,000) authorized and unissued shares be, and hereby are, designated and
classified as the "Flag Investors Value Builder Fund Institutional Shares";

FURTHER RESOLVED, that the proper officers of the Fund be, and
each of them hereby is, authorized and directed to file Articles Supplementary
to the Fund's Articles of Incorporation to effectuate the increase in authorized
shares and to designate and classify the new class;

FURTHER RESOLVED, that the proper officers of the Fund be, and
they hereby are, authorized and directed in the name and on behalf of the Fund
to make all appropriate filings with the Securities and Exchange Commission (the
"Commission") with respect to the establishment of such new class of shares and
the related Distribution Agreement approved at this meeting of this Board of
Directors, including, the filing of a post-effective amendment under the
Securities Act of 1933 (the "1933 Act") and under the Investment Company Act of
1940 (the "1940 Act") to the Fund's Registration Statement on Form N-1A, and all
necessary exhibits and other instruments relating thereto (collectively, the
"Registration Statement"), procuring all other necessary signatures thereon, and
filing the appropriate exhibits thereto with the Commission under the 1933 Act
and the 1940 Act;

FURTHER RESOLVED, that the proper officers of the Fund be, and
they hereby are, authorized and directed to appear, together with legal counsel,
on behalf of the Fund, before the Commission in connection with any matter
relating to the Registration Statement and to take such other actions, including
Blue Sky filings as may be required in connection with the establishment of the
new class; and

FURTHER RESOLVED, that the proper officers of the Fund be, and
they hereby are, authorized and directed in the name and on behalf of the Fund,
to take any other action that the officer so acting may deem necessary or
appropriate in connection with the establishment and registration of the new
class, the taking of any such action to establish conclusively such officer's
authority therefore and the approval and ratification thereof by the Fund;

FURTHER RESOLVED, that any filings previously made and any
actions previously taken by the appropriate officers of each Fund in connection
with the establishment and registration of the new class be, and they hereby are
ratified, confirmed and approved as the act and deed of such Fund.

<PAGE>

Approved: September 1995

Approval of Distribution Agreements
for New Flag Investors Institutional Shares

FURTHER RESOLVED, that the Distribution Agreement between Flag
Investors Value Builder Fund, Inc. and Alex. Brown & Sons Incorporated for the
Flag Investors Institutional Shares of said Fund be, and the same hereby is,
approved;

FURTHER RESOLVED, that the proper officers of Flag Investors
Value Builder Fund, Inc. be, and each of them hereby is, authorized and directed
to enter into and execute the Distribution Agreement on behalf of the Fund, and
to take all other actions that such officer deems necessary or appropriate in
connection with the execution of such agreement, the taking of any action to
establish conclusively such officer's authority therefore and the approval and
ratification thereof by the Fund.

<PAGE>

BY-LAWS

FLAG INVESTORS VALUE BUILDER FUND, INC.
(amended through June 12, 1992)

ARTICLE I

Offices

Section 1. Principal Office. The principal office of
the Corporation shall be in the city of Baltimore, State of Maryland.

Section 2. Principal Executive Office. The principal
executive office of the Corporation shall be in the City of Baltimore, State of
Maryland.

Section 3. Other Offices. The Corporation may have
such other offices in such places as the Board of Directors may from time to
time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Annual Meetings. An annual meeting of the
shareholders of the Corporation shall not be required to be held in any year in
which shareholders are not required to elect directors under the Investment
Company Act of 1940, as amended (the "1940 Act") even if the Corporation is
holding a meeting of the shareholders for a purpose other than the election of
directors. If the Corporation is required by the 1940 Act to hold a meeting to
elect directors, the meeting shall be designated as the Annual Meeting of
shareholders for that year and shall be held within 120 days after the
occurrence of an event requiring the election of directors. The Board of
Directors may, in its discretion, hold a meeting to be designated as the Annual
Meeting of shareholders on a date within the month of March, in any year where
an election of directors by shareholders is not required under the 1940 Act. The
date of an Annual Meeting shall be set by appropriate resolution of the Board of
Directors, and shareholders shall vote on the election of directors and transact
any other business as may properly be brought before the Annual Meeting.
<PAGE>

Section 2. Special Meetings. Special meetings of the
shareholders, unless otherwise provided by law or by the Charter or the
Corporation may be called for any purpose or purposes by a majority of the Board
of Directors or the President, and shall be called by the President or Secretary
on the written request of the shareholders as provided by the Maryland General
Corporation Law. Such request shall state the purpose or purposes of the
proposed meeting and the matters proposed to be acted on at it; provided,
however, that unless requested by shareholders entitled to cast a majority of
all the votes entitled to be cast at the meeting, a special meeting need not be
called to consider any matter which is substantially the same as a matter voted
on at any special meeting of the shareholders held during the preceding twelve
(12) months.

Section 3. Place of Meetings. The regular meeting, if
any, and any special meeting of the shareholders shall be held at such place
within the United States as the Board of Directors may from time to time
determine.

Section 4. Notice of Meetings; Waiver of Notice;
Shareholder List. (a) Notice of the place, date and time of the holding of each
regular and special meeting of the shareholders and the purpose or purposes of
the meeting shall be given personally or by mail, not less then ten nor more
than ninety days before the date of such meeting, to each shareholder entitled
to vote at such meeting and to each other shareholder entitled to notice of the
meeting. Notice by mail shall be deemed to be duly given when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the records of the Corporation, with postage thereon prepaid. The notice of
every meeting of shareholders may be accompanied by a form of proxy approved by
the Board of Directors in favor of such actions or persons as the Board of
Directors may select.

(b) Notice of any meeting of shareholders
shall be deemed waived by any shareholder who shall attend such meeting in
person or by proxy, or who shall, either before or after the meeting, submit a
signed waiver of notice which is filed with the records of the meeting. A
meeting of shareholders convened on the date for which it was called may be
adjourned from time to time without further notice to a date not more than 120
days after the original record date.

(c) At least five (5) days prior to each
meeting of shareholders, the officer or agent having charge of the share
transfer books of the Corporation shall make a complete list of shareholders
entitled to vote at such meeting, in alphabetical order with the address of and
the number of shares held by each shareholder.

Section 5. Organization. At each meeting of the
shareholders, the Chairman of the Board (if one has been designated by the
Board), or in his absence or inability to act, the President, or in the absence
or inability to act of the Chairman of the Board and the President, a Vice
President, or in the absence or the inability to act of the Chairman of the
Board, the President and all the Vice Presidents, a chairman chosen by the
shareholders shall act as chairman of the meeting. The Secretary, or in his
absence or inability to act, any person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.
<PAGE>

Section 6. Voting. (a) Except as otherwise provided
by statute or the Charter of the Corporation, each holder of record of shares of
stock of the Corporation having voting power shall be entitled at each meeting
of the shareholders to one vote for every share of such stock standing in his
name on the record of shareholders of the Corporation as of the record date
determined pursuant to Section 5 of Article VI hereof or if such record date
shall not have been so fixed, then at the later of (i) the close of business on
the day on which notice of the meeting is mailed or (ii) the thirtieth (30) day
before the meeting. In all elections for directors, each share of stock may be
voted for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted.

(b) Each shareholder entitled to vote at any
meeting of shareholders may authorize another person or persons to act for him
by a proxy signed by such shareholder or his attorney-in-fact. No proxy shall be
valid after the expiration of eleven months from the date thereof, unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except in those cases where such proxy states
that it is irrevocable and where an irrevocable proxy is permitted by law.
Except as otherwise provided by statute, the Charter or the Corporation or these
By-Laws, any corporate action to be taken by vote of the shareholders shall be
authorized by a majority of the total votes cast at a meeting of shareholders at
which a quorum is present by the holders of shares present in person or
represented by proxy and entitled to vote on such action, except that a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.

(c) If a vote shall be taken on any question
other than the election of directors, which shall be by written ballot, then
unless required by statute or these By-Laws, or determined by the chairman of
the meeting to be advisable, any such vote need not be by ballot. On a vote by
ballot, each ballot shall be signed by the shareholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.

Section 7. Inspectors. The Board may, in advance of
any meeting of shareholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so appointed
or if any of them shall fail to appear or act, the chairman of the meeting may,
and on the request of any shareholder entitled to vote at the meeting shall,
appoint inspectors. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the chairman of the meeting or any shareholder entitled to vote at it, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be shareholders.
<PAGE>

Section 8. Consent of Shareholders in Lieu of
Meeting. Except as otherwise provided by statute any action required to be taken
at any regular or special meeting of shareholders, or any action which may be
taken at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice and without a vote, if the following are filed
with the records of shareholders' meetings: (i) a unanimous written consent
which sets forth the action and is signed by each shareholder entitled to vote
on the matter and (ii) a written waiver of any right to dissent signed by each
shareholder entitled to notice of the meeting but not entitled to vote at it.

ARTICLE III

Board of Directors

Section 1. General Powers. Except as otherwise
provided in the Charter of the Corporation, the business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. All
powers of the Corporation may be exercised by or under authority of the Board of
Directors except as conferred on or reserved to the shareholders by law or by
the Charter of the Corporation or these ByLaws.

Section 2. Number of Directors. The number of
directors shall be fixed from time to time by resolution of the Board of
Directors adopted by a majority of the Directors then in office; provided,
however, that the number of directors shall in no event be less than three
(except for any period during which shares of the corporation are held by fewer
than three shareholders) nor more than fifteen. Any vacancy created by an
increase in directors may be filled in accordance with Section 6 of this Article
III. No reduction in the number of directors shall have the effect of removing
any director from office prior to the expiration of his term unless such
director is specifically removed pursuant to Section 5 of this Article III at
the time of such decrease. Directors need not be shareholders.
<PAGE>

Section 3. Election and Term of Directors. Directors
shall be elected by majority vote of a quorum cast by written ballot at the
regular meeting of shareholders, if any, or at a special meeting held for that
purpose. The term of office of each director shall be from the time of his
election and qualification and until his successor shall have been elected and
shall have qualified, or until his death, or until he shall have resigned, or
have been removed as hereinafter provided in these By-Laws, or as otherwise
provided by statute or the Charter of the Corporation.

Section 4. Resignation. A Director of the Corporation
may resign at any time by giving written notice of his resignation to the Board
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 5. Removal of Directors. Any Director of the
Corporation may be removed by the shareholders by a vote of a majority of the
votes entitled to be cast for the election of directors.

Section 6. Vacancies. The shareholders may elect a
successor to fill a vacancy on the Board of Directors which results from the
removal of a Director. A majority of the remaining Directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the number of directors, and
a majority of the entire Board of Directors may fill a vacancy which results
from an increase in the number of Directors; provided, however, that no
vacancies shall be filled by action of the remaining Directors, if after the
filling of said vacancy or vacancies, fewer than two-thirds of the Directors
then holding office shall have been elected by the shareholders of the
Corporation. In the event that at any time there is a vacancy in any office of a
Director which vacancy may not be filled by the remaining Directors, a special
meeting of the shareholders shall be held as promptly as possible and in any
event within sixty days, for the purpose of filling said vacancy or vacancies. A
director elected by the Board of Directors of the Corporation to fill a vacancy
serves until the next annual meeting of shareholders and until his successor is
elected and qualifies. A Director elected by the shareholders of the Corporation
to fill a vacancy which results from the removal of a director serves for the
balance of the term of the removed director.

Section 7. Regular Meetings. Regular meetings of the
Board may be held with notice at such times and places as may be determined by
the Board of Directors.

Section 8. Special Meetings. Special meetings of the
Board may be called by the Chairman of the Board, the President, or by a
majority of the directors either in writing or by vote at a meeting, and may be
held at any place in or out of the State of Maryland as the Board may from time
to time determine.
<PAGE>

Section 9. Notice of Special Meetings. Notice of each
special meeting of the Board shall be given by the Secretary as hereinafter
provided, in which notice shall be stated the time and place of the meeting.
Notice of each such meeting shall be delivered to each director, either
personally or by telephone, telegraph, cable or wireless, at least twenty-four
hours before the time at which such meeting is to be held, or by first-class
mail, postage prepaid, or by commercial delivery services addressed to him at
his residence or usual place of business, at least three days before the day on
which such meeting is to be held.

Section 10. Waiver of Notice of Special Meetings.
Notice of any special meeting need not be given to any Director who shall,
either before or after the meeting, sign a written waiver of notice which is
filed with the records of the meeting or who shall attend such meeting. Except
as otherwise specifically required by these ByLaws, a notice or waiver of notice
of any meeting need not state the purposes of such meeting.

Section 11. Quorum and Voting. One-third, but not
fewer than three members, of the members of the entire Board shall be present in
person at any meeting of the Board in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise expressly
required by statute, the Charter of the Corporation, these By-Laws, the 1940 Act
or other applicable statute, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board;
provided, however, that the approval of any contract with an investment adviser
or principal underwriter, as such terms are defined in the 1940 Act, which the
Corporation enters into or any renewal or amendment thereof, the approval of the
fidelity bond required by the 1940 Act, and the selection of the Corporation's
independent public accountants shall each require the affirmative vote of a
majority of the Directors who are not interested persons, as defined in the 1940
Act, of the Corporation. In the absence of a quorum at any meeting of the Board,
a majority of the Directors present thereat may adjourn the meeting from time to
time, but not for a period greater than thirty (30) days at any one time, to
another time and place until a quorum shall attend. Notice of the time and place
of any adjourned meeting shall be given to the Directors who were not present at
the time of the adjournment and, unless such time and place were announced at
the meeting at which the adjournment was taken, to the other Directors. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

Section 12. Chairman. The Board of Directors may at
any time appoint one of its members as Chairman of the Board, who shall serve at
the pleasure of the Board and who shall perform and execute such duties and
powers as may be conferred upon or assigned to him by the Board or these
By-Laws, but who shall not by reason of performing and executing these duties
and powers be deemed an officer or employee of the Corporation.
<PAGE>

Section 13. Organization. At every meeting of the
Board of Directors, the Chairman of the Board, if one has been selected and is
present, shall preside. In the absence or inability of the Chairman of the Board
to preside at a meeting, the President, or, in his absence or inability to act,
another director chosen by a majority of the directors present, shall act as
chairman of the meeting and preside at it. The Secretary (or, in his absence or
inability to act, any person appointed by the Chairman) shall act as secretary
of the meeting and keep the minutes thereof.

Section 14. Written Consent of Directors in Lieu of a
Meeting. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee; provided, however, that for so long as
the Corporation is registered as an investment company under the 1940 Act, this
Section shall be inapplicable to the approval of any investment advisory
agreement, sub-advisory agreement or any plan (or agreement containing a plan)
pursuant to Rule 12b-1 under the 1940 Act.

Section 15. Meeting by Conference Telephone. Members
of the Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time; provided, however, that for so
long as the Corporation is registered as an investment company under the 1940
Act, this Section shall be inapplicable to the approval of any investment
advisory agreement, sub-advisory agreement or any plan (or agreement containing
a plan) pursuant to Rule 12b-1 under the 1940 Act.

Section 16. Compensation. Any Director, whether or
not he is a salaried officer, employee or agent of the Corporation, may be
compensated for his services as director or as a member of a committee, or as
Chairman of the Board or chairman of a committee, and in addition may be
reimbursed for transportation and other expenses, all in such manner and amounts
as the directors may from time to time determine.

Section 17. Investment Policies. It shall be the duty
of the Board of Directors to ensure that the purchase, sale, retention and
disposal of portfolio securities and the other investment practices of the
Corporation are at all times consistent with the investment policies and
restrictions with respect to securities investments and otherwise of the
Corporation, as recited in the current Prospectus of the Corporation filed from
time to time with the Securities and Exchange Commission and as required by the
1940 Act. The Board, however, may delegate the duty of management of the assets
and the administration of its day-to-day operations to an individual or
corporate management company or investment adviser pursuant to a written
contract or contracts which have obtained the requisite approvals, including the
requisite approvals of renewals thereof, of the Board of Directors or the
shareholders of the Corporation in accordance with the provisions of the 1940
Act.

<PAGE>

ARTICLE IV

Committees

Section 1. Committees of the Board. The Board may, by
resolution adopted by a majority of the entire Board, designate an Executive
Committee, Compensation Committee, Audit Committee and Nomination Committee,
each of which shall consist of two or more of the directors of the Corporation,
which committee shall have and may exercise all the powers and authority of the
Board with respect to all matters other than as set forth in Section 3 of this
Article IV.

Section 2. Other Committees of the Board. The Board
of Directors may from time to time, by resolution adopted by a majority of the
whole Board, designate one or more other committees of the Board, each such
committee to consist of two or more directors and to have such powers and duties
as the Board of Directors may, by resolution, prescribe.

Section 3. Limitation of Committee Powers. No
committee of the Board shall have power or authority to:

(a) recommend to shareholders any action
requiring authorization of shareholders pursuant to statute or the Charter;

(b) approve or terminate any contract with
an investment adviser or principal underwriter, as such terms are defined in the
1940 Act, or take any other action required to be taken by the Board of
Directors by the 1940 Act;

(d) declare dividends or other distributions
or issue capital stock of the Corporation; and

(e) approve any merger or share exchange
which does not require shareholder approval.

Section 4. General. One-third, but not less than two
members, of the members of any committee shall be present in person at any
meeting of such committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of a majority present shall be the act of
such committee. The Board may designate a chairman of any committee and such
chairman or any two members of any committee may fix the time and place of its
meetings unless the Board shall otherwise provide. In the absence or
disqualification of any member or any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. The Board shall have the power at any time to change the membership of
any committee, to fill all vacancies, to designate alternate members, to replace
any absent or disqualified member, or to dissolve any such committee.
<PAGE>

All committees shall keep written minutes of their
proceedings and shall report such minutes to the Board. All such proceedings
shall be subject to revision or alteration by the Board; provided, however, that
third parties shall not be prejudiced by such revision or alteration.

ARTICLE V

Officers, Agents and Employees

Section 1. Number and Qualifications. The officers of
the Corporation shall be a President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. The Board of Directors may elect or
appoint one or more Vice Presidents and may also appoint such other officers,
agents and employees as it may deem necessary or proper. Any two or more offices
may be held by the same person, except the offices of President and Vice
President, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity. The Board may from time to time elect or appoint, or
delegate to the President the power to appoint, such other officers (including
one or more Assistant Vice Presidents, one or more Assistant Treasurers and one
or more Assistant Secretaries) and such agents, as may be necessary or desirable
for the business of the Corporation. Such other officers and agents shall have
such duties and shall hold their offices for such terms as may be prescribed by
the Board or by the appointing authority.

Section 2. Resignations. Any officer of the
Corporation may resign at any time by giving written notice of his resignation
to the Board, the Chairman of the Board, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 3. Removal of Officer. Agent or Employee. Any
officer, agent or employee of the Corporation may be removed by the Board of
Directors with or without cause at any time, and the Board may delegate such
power of removal as to agents and employees not elected or appointed by the
Board of Directors. Such removal shall be without prejudice to such person's
contract rights, if any, but the appointment of any person as an officer, agent
or employee of the Corporation shall not of itself create contract rights.
<PAGE>

Section 4. Vacancies. A vacancy in any office,
whether arising from death, resignation, removal or any other cause, may be
filled for the unexpired portion of the term of the office which shall be
vacant, in the manner prescribed in these By-Laws for the regular election or
appointment to such office.

Section 5. Compensation. The compensation of the
officers of the Corporation shall be fixed by the Board of Directors, but this
power may be delegated to any committee or to any officer in respect of other
officers under his control. No officer shall be precluded from receiving such
compensation by reason of the fact that he is also a director of the
Corporation.

Section 6. Bonds or other Security. If required by
the Board, any officer, agent or employee of the Corporation shall give a bond
or other security for the faithful performance of his duties, in such amount and
with such surety or sureties as the Board may require.

Section 7. President. The President shall be the
chief executive officer of the Corporation. In the absence of the Chairman of
the Board (or if there be none), he shall preside at all meetings of the
shareholders and of the Board of Directors. He shall have, subject to the
control of the Board of Directors, general charge of the business and affairs of
the Corporation. He may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board, and he may delegate
these powers.

Section 8. The Vice Presidents. In the absence or
disability of the President, or when so directed by the President, any Vice
President designated by the Board of Directors may perform any or all of the
duties of the President, and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the President; provided, however, that
no Vice President shall act as a member of or as chairman of any committee of
which the President is a member or chairman by designation of ex-officio, except
when designated by the Board. Each Vice President shall perform such other
duties as from time to time may be conferred upon or assigned to him by the
Board or the President.
<PAGE>

Section 9. Treasurer. The Treasurer shall:

(a) have charge and custody of, and be
responsible for, all the funds and securities of the Corporation, except those
which the Corporation has placed in the custody of a bank or trust company or
member of a national securities exchange (as that term is defined in the
Securities Exchange Act of 1934) pursuant to a written agreement designating
such bank or trust company or member of a national securities exchange as
custodian of the property of the Corporation;

(b) keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation;

(d) receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever;

(e) disburse the funds of the Corporation
and supervise the investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefor; and

(f) in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Board or the President.

Section 10. Assistant Treasurers. In the absence or
disability of the Treasurer, or when so directed by the Treasurer, any Assistant
Treasurer may perform any or all of the duties of the Treasurer, and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. Each Assistant Treasurer shall perform all such other
duties as from time to time may be conferred upon or assigned to him by the
Board of Directors, the President or the Treasurer.

Section 11. Secretary. The Secretary shall:

(a) keep or cause to be kept in one or more
books provided for the purpose, the minutes of all meetings of the Board, the
committees of the Board and the shareholders;

(b) see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law;

(c) be custodian of the records and the seal
of the Corporation and affix and attest the seal to all stock certificates of
the Corporation (unless the seal of the Corporation on such certificates shall
be a facsimile, as hereinafter provided) and affix and attest the seal to all
ether documents to be executed on behalf of the Corporation under its seal;
<PAGE>

(d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and

(e) in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board or the President.

Section 12. Assistant Secretaries. In the absence or
disability of the Secretary, or when so directed by the Secretary, any Assistant
Secretary may perform any or all of the duties of the Secretary, and, when so
acting, shall have all the powers of, and be subject to all restrictions upon,
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be conferred upon or assigned to him by the Board of Directors,
the President or the Secretary.

Section 13. Delegation of Duties. In case of the
absence of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or upon any
Director.

ARTICLE VI

Capital Stock

Section 1. Stock Certificates. Each holder of stock
of the Corporation shall be entitled upon request to have a certificate or
certificates, in such form as shall be approved by the Board, representing the
number of shares of stock of the Corporation owned by him, provided, however,
that certificates for fractional shares will not be delivered in any case. The
certificates representing shares of stock shall be signed by the President, a
Vice President, or the Chairman of the Board, and countersigned by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed
with the seal of the Corporation. Any or all of the signatures or the seal on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
in office at the date of issue.
<PAGE>

Section 2. Rights of Inspection. There shall be kept
at the principal executive office, which shall be available for inspection
during usual business hours in accordance with the General Laws of the State of
Maryland, the following corporate documents: (a) By-Laws, (b) minutes of
proceedings of the shareholders, (c) annual statements of affairs, and (d)
voting trust agreements, if any. One or more persons who together are and for at
least six months have been shareholders of record of at least five percent of
the outstanding stock of any class may inspect and copy during usual business
hours the Corporation's books of account and stock ledger in accordance with the
General Laws of the State of Maryland.

Section 3. Transfer of Shares. Transfers of shares of
stock of the Corporation shall be made on the stock records of the Corporation
at the direction of the person named on the Corporation's books or named in the
certificate or certificates for such shares (if issued) only by the registered
holder thereof, or by his attorney authorized by power of attorney duly executed
and filed with the Secretary or with a transfer agent or transfer clerk, and on
surrender of the certificate or certificates, if issued, for such shares
properly endorsed or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of shareholders as the owner
of such share or shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions, and to vote as such owner,
and the Corporation shall not be bound to recognize any equitable or legal claim
to or interest in any such share or shares on the part of any other person.

Section 4. Transfer Agents and Registrars. The
Corporation may have one or more Transfer Agents and one or more Registrars of
its stock, whose respective duties the Board of Directors may, from time to
time, define. No certificate of stock shall be valid until countersigned by a
Transfer Agent, if the Corporation shall have a Transfer Agent or until
registered by a Registrar, if the Corporation shall have a Registrar. The duties
of Transfer Agent and Registrar may be combined.

Section 5. Record Date and Closing of Transfer Books.
The Board of Directors may set a record date for the purpose of making any
proper determination with respect to shareholders, including which shareholders
are entitled to notice of a meeting, vote at a meeting (or any adjournment
thereof ), receive a dividend, or be allotted or exercise ether rights. The
record date may not be more than ninety (90) days before the date on which the
action requiring the determination will be taken; and, in the case of a meeting
of shareholders, the record date shall be at least ten (10) days before the date
of the meeting. The Board of Directors shall not close the books of the
Corporation against transfers of shares during the whole or any part of such
period.
<PAGE>

Section 6. Regulations. The Board may make such
additional rules and regulations, not inconsistent with these By-Laws, as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.

Section 7. Lost, Stolen, Destroyed or Mutilated
Certificates. The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss, theft,
destruction or mutilation of such certificate, and the Corporation may issue a
new certificate of stock in the place of any certificate theretofore issued by
it which the owner thereof shall allege to have been lost, stolen or destroyed
or which shall have been mutilated, and the Board may, in its discretion,
require such owner or his legal representatives to give to the Corporation a
bond in such sum, limited or unlimited, and in such form and with such surety or
sureties, as the Board in its absolute discretion shall determine, to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or issuance of a new
certificate. Anything herein to the contrary notwithstanding, the Board, in its
absolute discretion, may refuse to issue any such new certificate, except
pursuant to legal proceedings under the laws of the State of Maryland.

Section 8. Stock Leaders. The Corporation shall not
be required to keep original or duplicate stock ledgers at its principal office
in the City of Baltimore, Maryland, but stock ledgers shall be kept at the
office(s) of the Transfer Agent(s) of the Corporation's capital stock.

ARTICLE VII

Seal

The Board of Directors shall provide a suitable seal,
bearing the name of the Corporation, which shall be in the charge of the
secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the corporation is required to place its
corporate seal on a document, it is sufficient to meet any requirement of any
law, rule, or regulation relating to a corporate seal to place the word "Seal"
adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.

<PAGE>

ARTICLE VIII

Fiscal Year

Unless otherwise determined by the Board, the fiscal
year of the Corporation shall end on the last day of March in each year.

ARTICLE IX

Depositories and Custodians

Section 1. Depositories. The funds of the Corporation
shall be deposited with such banks or other depositories as the Board of
Directors of the Corporation may from time to time determine.

Section 2. Custodians. All securities and other
investments shall be deposited in the safekeeping of such banks or other
companies as the Board of Directors of the Corporation may from time to time
determine. Every arrangement entered into with any bank or other company for the
safekeeping of the securities and investments of the Corporation shall contain
provisions complying with the 1940 Act, and the general rules and regulations
thereunder.

ARTICLE X

Execution of Instruments

Section 1. Checks, Notes, Drafts, etc. Checks, notes,
drafts, acceptances, bills of exchange and other orders or obligations for the
payment of money shall be signed by such officer or officers or person or
persons as the Board of Directors by resolution shall from time to time
designate.

Section 2. Sale or Transfer of Securities. Money
market instruments, bonds or other securities at any time owned by the
Corporation may be held on behalf of the Corporation or sold, transferred or
otherwise disposed of subject to any limits imposed by these By-Laws, and
pursuant to authorization by the Board and, when so authorized to be held on
behalf of the Corporation or sold, transferred or otherwise disposed of, may be
transferred from the name of the Corporation by the signature of the President
or a Vice President or the Treasurer or pursuant to any procedure approved by
the Board of Directors, subject to applicable law.
<PAGE>

ARTICLE XI

Independent Public Accountants

The firm of independent public accountants which
shall sign or certify the financial statements of the Corporation which are
filed with the Securities and Exchange Commission shall be selected annually by
the Board of Directors and ratified by the Board of Directors or the
shareholders in accordance with the provisions of the 1940 Act.

ARTICLE XII

Annual Statements

The books of account of the Corporation shall be
examined by an independent firm of public accountants at the close of each
annual period of the Corporation and at such other times as may be directed by
the Board. A report to the shareholders based upon each such examination shall
be mailed to each shareholder of the Corporation of record on such date with
respect to each report as may be determined by the Board, at his address as the
same appears on the books of the Corporation. Such annual statement shall also
be placed on file at the Corporation's principal office in the State of
Maryland. Each such report shall show the assets and liabilities of the
Corporation as of the close of the annual or semi-annual period covered by the
report and the securities in which the funds of the Corporation were then
invested. Such report shall also show the Corporation's income and expenses for
the period from the end of the Corporation's preceding fiscal year to the close
of the annual or semi-annual period covered by the report and any other
information required by the 1940 Act, and shall set forth such other matters as
the Board or such firm of independent public accountants shall determine.

ARTICLE XIII

Indemnification of Directors and Officers

Section 1. Indemnification. The Corporation shall
indemnify its directors to the fullest extent that indemnification of directors
is permitted by the Maryland General Corporation Law. The Corporation shall
indemnify its officers to the same extent as its Directors and to such further
extent as is consistent with law. The Corporation shall indemnify its Directors
and officers who while serving as Directors or officers also serve at the
request of the Corporation as a director, officer, partner, trustee, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan to the fullest extent consistent with
law. This Article XIII shall not protect any such person against any liability
to the Corporation or any shareholder thereof to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
<PAGE>

Section 2. Advances. Any current or former director
or officer of the Corporation claiming indemnification within the scope of this
Article XIII shall be entitled to advances from the Corporation for payment of
the reasonable expenses incurred by him in connection with proceedings to which
he is a party in the manner and to the full extent permissible under the
Maryland General Corporation Law, the Securities Act of 1933 (the "1933 Act")
and the 1940 Act, as such statutes are now or hereafter in force.

Section 3. Procedure. On the request of any current
or former director or officer requesting indemnification or an advance under
this Article XIII, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation Law,
the 1933 Act and the 1940 Act, as such statutes are now or hereafter in force,
whether the standards required by this Article XIII have been met.

Section 4. Other Rights. The indemnification provided
by this Article XIII shall not be deemed exclusive of any other right, in
respect of indemnification or otherwise, to which those seeking such
indemnification may be entitled under any insurance or other agreement, vote of
shareholders or disinterested directors or otherwise, both as to action by a
Director or officer of the Corporation in his official capacity and as to action
by such person in another capacity while holding such office or position, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

Section 5. Maryland Law. References to the Maryland
General Corporation Law in this Article XIII are to such law as from time to
time amended.

<PAGE>

ARTICLE XIV

Amendments

These By-Laws or any of them may be amended, altered or
repealed at any annual meeting of the shareholders or at any special meeting of
the shareholders at which a quorum is present or represented, provided that
notice of the proposed amendment, alteration or repeal be contained in the
notice of such special meeting. These By-Laws may also be amended, altered or
repealed by the affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board of Directors.

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.

ARTICLES SUPPLEMENTARY

FLAG INVESTORS VALUE BUILDER FUND, INC. (the
"Corporation"), having its principal office in the City of Baltimore, certifies
that:

FIRST: The Corporation's Board of Directors
in accordance with Section 2-105(c) of the Maryland General Corporation Law has
adopted a resolution increasing the total number of shares of capital stock
which the Corporation has the authority to issue to thirty-five million
(35,000,000) shares of Common Stock, of the par value of 1 mil ($.001) per share
and of the aggregate par value of thirty-five thousand dollars ($35,000), all of
which shares are designated as follows: twenty million (20,000,000) shares are
designated "Flag Investors Value Builder Fund Class A Shares," five million
(5,000,000) shares are designated "Flag Investors Value Builder Fund Class B
Shares," three million (3,000,000) shares are designated "Flag Investors Value
Builder Fund Class D Shares," five million (5,000,000) shares are designated
"Flag Investors Value Builder Fund Institutional Shares" and two million
(2,000,000) shares remain undesignated.

THIRD: The Corporation is registered as an
open-end investment company under the Investment Company Act of 1940, as
amended.

<PAGE>

IN WITNESS WHEREOF, Flag Investors Value Builder
Fund, Inc. has caused these Articles Supplementary to be executed by one of its
Vice Presidents and its corporate seal to be affixed and attested by its
Secretary on this 6th day of October, 1995.

[CORPORATE SEAL]

FLAG INVESTORS VALUE BUILDER FUND, INC.

By: /s/ Edward J. Veilleux
--------------------------------
Vice President

Attest: /s/ Brian C. Nelson
-----------------------------
Secretary

The undersigned, Vice President of FLAG INVESTORS
VALUE BUILDER FUND, INC., who executed on behalf of said corporation the
foregoing Articles Supplementary to the Articles of Incorporation of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles Supplementary to the Articles of
Incorporation to be the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.

By: /s/ Edward J. Veilleux
--------------------------------
Vice President

<PAGE>

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 15th day of June, 1992, by
and between FLAG INVESTORS VALUE BUILDER FUND, INC., a Maryland corporation (the
"Fund"), and ALEX. BROWN & SONS INCORPORATED, a Maryland corporation ("Alex.
Brown").

W I T N E S S E T H

WHEREAS, the Fund is registered as an open-end,
diversified, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, the Fund wishes to appoint Alex. Brown as
the exclusive distributor of the shares of Common Stock of the Fund (the
'Shares') and Alex. Brown wishes to become the distributor of the Shares; and

WHEREAS, the compensation to Alex. Brown hereunder
and the payments contemplated by paragraph 5 constitute the financing of
activities intended to result in the sale of Shares, and this Agreement is
entered into pursuant to a "written plan" pursuant to Rule 12b-1 under the Act
(the "Plan") allowing the Fund to make such payments.

NOW, THEREFORE, in consideration of the premises
herein and of other good and valuable consideration the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:

1. Appointment. The Fund appoints Alex. Brown as
Distributor for the Shares for the period and on the terms set forth in this
Agreement. The Fund may from time to time issue separate series or classes of
its shares of common stock, or classify and reclassify shares of such series as
classes, and the appointment effected hereby shall constitute appointment for
the distribution of such additional series and classes unless the parties shall
otherwise agree in writing. Alex. Brown accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.

2. Delivery of Documents. The Fund has furnished
Alex. Brown with copies properly certified or authenticated, of each of the
following:
<PAGE>

(a) The Fund's Articles of Incorporation,
filed with the Secretary of State of Maryland on March 5, 1992 and all
amendments thereto (the "Articles of Incorporation");

(b) The Fund's By-Laws and all amendments
thereto (such By-Laws, as presently in effect and as they shall from time to
time be amended, are herein called the "By-Laws");

(c) Resolutions of the Fund's Board of
Directors and shareholders authorizing the appointment of Alex. Brown as the
Fund's Distributor of the Shares and approving this Agreement;

(d) The Fund's Notification of Registration
filed pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act,
as filed with the Securities and Exchange Commission (the "SEC") on March 16,
1992;

(e) The Fund's Registration Statement on
Form N-1A under the Securities Act of 1933, as amended (the "1933 Act") (File
No. 33-46279) and under the 1940 Act as filed with the SEC on March 16, 1992
relating to the Shares of the Fund, and all amendments thereto; and

(f) The Fund's most recent prospectus (such
prospectus and all amendments and supplements thereto are herein called
"Prospectus").

3. Duties as Distributor. Alex. Brown shall give the
Fund the benefit of its best judgment, efforts and facilities in rendering its
services as Distributor of the Shares. Alex. Brown shall:

(a) respond to inquiries from the Fund's
shareholders concerning the status of their accounts
with the Fund;

(b) take, on behalf of the Fund, all actions
deemed necessary to carry into effect the
distribution of the Shares;

(c) provide the Board of Directors of the
Fund with quarterly reports as required by Rule 12b-1
under the 1940 Act.
<PAGE>

4. Distribution of Shares. Alex. Brown shall be the
exclusive distributor of the Shares. It is mutually understood and agreed that
Alex. Brown does not undertake to sell all or any specific portion of the
Shares. The Fund shall not sell any of the Shares except through Alex. Brown and
securities dealers who have valid Sub-Distribution Agreements with Alex. Brown.
Notwithstanding the provisions of the foregoing sentence, the Fund may issue its
Shares at their net asset value to any shareholder of the Fund purchasing such
Shares with dividends or other cash distributions received from the Fund
pursuant to an offer made to all shareholders.

5. Control by Board of Directors. Any distribution
activities undertaken by Alex. Brown pursuant to this Agreement, as well as any
other activities undertaken by Alex. Brown on behalf of the Fund pursuant
hereto, shall at all times be subject to any director of the Board of Directors
of the Fund. The Board of Directors may agree, on behalf of the Fund, to
amendments to this Agreement, provided that the Fund must obtain prior approval
of the shareholders of the Fund to any amendment which would result in a
material increase in the amount expended by the Fund.

6. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, Alex. Brown shall at all
times conform to:

(a) all applicable provisions of the 1940
Act and any rules and regulations adopted thereunder as amended;

(b) the provisions of the Registration
Statement of the Fund under the 1933 Act and the 1940 Act and any amendments and
supplements thereto;

(d) the provisions of the By-Laws of the
Fund;

(e) the rules and regulations of the
National Association of Securities Dealers, Inc. ("NASD") and all other
self-regulatory organizations applicable to the sale of investment company
shares; and

(f) any other applicable provisions of
Federal and State law.

7. Expenses. The expenses connected with the Fund
shall be allocable between the Fund and Alex. Brown as follows:

(a) Alex. Brown shall furnish, at its
expense and without cost to the Fund, the services of personnel to the extent
that such services are required to carry out their obligations under this
Agreement;

(b) Alex. Brown shall bear the expenses of
any promotional or sales literature used by Alex. Brown or furnished by Alex.
Brown to purchasers or dealers in connection with the public offering of the
Shares, the expenses of advertising in connection with such public offering and
all legal expenses in connection with the foregoing;
<PAGE>

(c) the Fund assumes and shall pay or cause
to be paid all other expenses of the Fund, including, without limitation: the
fees of the Fund's investment advisor; the charges and expenses of any
registrar, custodian or depositary appointed by the Fund for the safekeeping of
its cash, portfolio securities and other property, and any stock transfer,
dividend or accounting agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with portfolio securities
transactions to which the Fund is a party, all taxes, including securities
issuance and transfer taxes, and corporate fees payable by the Fund to Federal,
State or other governmental agencies; the cost and expense of engraving or
printing of stock certificates representing Shares; all costs and expenses in
connection with maintenance of registration of the Fund and the Shares with the
SEC and various states and other jurisdictions (including filing fees and legal
fees and disbursements of counsel) except as provided in subparagraph (a) above,
the expenses of printing, including typesetting, and distributing prospectuses
of the Fund and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and Directors' meetings and of preparing, printing and mailing of
proxy statements and reports to shareholders; fees and travel expenses of
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act) or members of any advisory board or committee; all expenses incident to the
payment of any dividend, distribution, withdrawal or redemption, whether in
Shares or in cash; charges and expenses of any outside service used for pricing
of the Shares; charges and expenses of legal counsel including counsel to the
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act), and of independent accountants, in connection with any matter relating to
the Fund; membership dues of industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel (including
officers and Directors) of the Fund which inure to its benefit; extraordinary
expenses (including, but not limited to, legal claims and liabilities and
litigation costs and any indemnification related thereto); and all other charges
and costs of the Fund's operation unless otherwise explicitly provided herein.

8. Delegation of Responsibilities. Alex. Brown may,
but shall be under no duty to, perform services on behalf of the Fund which are
not required by this Agreement upon the request of the Fund's Board of
Directors. Such services will be performed on behalf of the Fund and Alex.
Brown's charge in rendering such services may be billed monthly to the Fund,
subject to examination by the Fund's independent accountants. Payment or
assumption by Alex. Brown of any Fund expense that Alex. Brown is not required
to pay or assume under this Agreement shall not relieve Alex. Brown of any of
its obligations to the Fund or obligate Alex. Brown to pay or assume any similar
Fund expense on any subsequent occasions.

9. Compensation. For the services to be rendered and
the expenses assumed by Alex. Brown, the Fund shall pay to Alex. Brown,
compensation at the annual rate of .25% of the average daily net assets of the
Fund. Except as hereinafter set forth, continuing compensation under this
Agreement shall be calculated and accrued daily and the amounts of the daily
accruals shall be paid monthly. If this Agreement becomes effective subsequent
to the first day of a month or shall terminate before the last day of a month
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculations of the fees as set forth
above. Payment of Alex. Brown's compensation for the preceding month shall be
made as promptly as possible.
<PAGE>

10. Compensation for Servicing Shareholder Accounts.
The Fund acknowledges that Alex. Brown may compensate its investment
representatives for opening accounts, processing investor letters of
transmittals and applications and withdrawal and redemption orders, responding
to inquiries from Fund shareholders concerning the status of their accounts and
the operations of the Fund, and communicating with the Fund and its transfer
agent on behalf of the Fund shareholders.

11. Sub-Distribution Agreements. Alex. Brown may
enter into Sub-Distribution Agreements (the "Sub-Distribution Agreements') with
any securities dealer who is registered under the Securities Exchange Act of
1934 and a member in good standing of the NASD, who may wish to act as a
Participating Dealer in connection with the proposed offering. All
Sub-Distribution Agreements shall be in substantially the form of the agreement
attached hereto as Exhibit "A". For processing Fund shareholders' redemption
orders, responding to the inquiries from Fund shareholders concerning the status
of their accounts and the operations of the Fund and communicating with the
Fund, its transfer agent and Alex. Brown, Alex. Brown may pay each such
Participating Dealer an amount not to exceed that portion of the compensation
paid to Alex. Brown hereunder that is attributable to accounts of Fund
shareholders who are customers of such Participating Dealer.

12. Non-Exclusivity. The services of Alex. Brown to
the Fund are not to be deemed exclusive and Alex. Brown shall be free to render
distribution or other services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that directors,
officers or employees of Alex. Brown may serve as directors or officers of the
Fund, and that directors or officers of the Fund may serve as directors,
officers and employees of Alex. Brown to the extent permitted by law, and that
directors, officers and employees of Alex. Brown are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, directors or officers of any other firm or
corporation, including other investment companies.

13. Term and Approval. This Agreement shall become
effective at the close of business on the date hereof and shall remain in force
and effect for an initial term of two years and from year to year thereafter,
provided that such continuance is specifically approved at least annually.
<PAGE>

(a) (i) by the Fund's Board of Directors or
(ii) by the vote of a majority of the outstanding voting securities (as defined
in the 1940 Act), and

(b) by the affirmative vote of a majority of
the Directors who are not "interested persons" of the Fund (as defined in the
1940 Act) and do not have a financial interest in the operation of this
Agreement, by votes cast in person at a meeting specifically called for such
purpose.

14. Termination. This Agreement may be terminated at
any time, on sixty (60) days' written notice to the other party without the
payment of any penalty, (i) by vote of the Fund's Board of Directors, (ii) by
vote of a majority of the directors who are not "interested persons" of the Fund
(as defined in the 1940 Act) and do not have a financial interest in the
operation of this Agreement, (iii) by vote of a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act) or (iv) by Alex.
Brown. The notice provided for herein may be waived by each party. This
Agreement shall automatically terminate in the event of its assignment (as the
term is defined in the 1940 Act).

15. Liability. In the performance of its duties
hereunder, Alex. Brown shall be obligated to exercise care and diligence and to
act in good faith and to use its best efforts within reasonable limits in
performing all services provided for under this Agreement, but shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of Alex. Brown or reckless disregard
by Alex. Brown of its duties under this Agreement.

16. Notices. Any notices under this Agreement shall
be in writing, addressed and delivered or mailed postage paid to the other party
at such address as such other party may designate for the receipt of such
notice. Until further notice to the other parties, it is agreed that the address
of both Alex. Brown and the Fund for this purpose shall be 135 East Baltimore
Street, Baltimore, Maryland 21202.

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in duplicate by their respective officers as of
the day and year first above written.

[SEAL] FLAG INVESTORS VALUE BUILDER
FUND, INC.

Attest: /s/ Brian C. Nelson By /s/ Edward J. Veilleux
------------------- -----------------------------
Vice President

[SEAL] ALEX. BROWN & SONS INCORPORATED

By /s/ Richard T. Hale
-----------------------------

<PAGE>

New Class B Shares

FLAG INVESTORS VALUE BUILDER FUND, INC.
FLAG INVESTORS CLASS B SHARES

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 30th day of December, 1994, by and between
FLAG INVESTORS VALUE BUILDER FUND, INC., a Maryland corporation (the "Fund"),
and ALEX. BROWN & SONS INCORPORATED, a Maryland corporation ("Alex. Brown").

W I T N E S S E T H

WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Fund wishes to appoint Alex. Brown as the exclusive
distributor of the class of shares of the Fund known as the Flag Investors Class
B Shares (the "Shares") and Alex. Brown wishes to become the distributor of the
Shares; and

WHEREAS, the compensation to Alex. Brown hereunder and the payments
contemplated by paragraph 9 constitute the financing of activities intended to
result in the sale of Shares, and this Agreement is entered into pursuant to a
"written plan" pursuant to Rule 12b-1 under the Act (the "Plan") allowing the
Fund to make such payments.

NOW, THEREFORE, in consideration of the premises herein and of other
good and valuable consideration the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:

1. Appointment. The Fund appoints Alex. Brown as Distributor for the
Shares for the period and on the terms set forth in this Agreement. The Fund may
from time to time issue separate series or classes of its shares of common
stock, or classify and reclassify shares of such series as classes, and the
appointment effected hereby shall constitute appointment for the distribution of
such additional series and classes unless the parties shall otherwise agree in
writing. Alex. Brown accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
<PAGE>

2. Delivery of Documents. The Fund has furnished Alex. Brown with
copies properly certified or authenticated, of each of the following:

(a) The Fund's Articles of Incorporation, filed with the
Secretary of State of Maryland on March 5, 1992 and all amendments thereto (the
"Articles of Incorporation");

(b) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");

(c) Resolutions of the Fund's Board of Directors and
shareholders authorizing the appointment of Alex. Brown as the Fund's
Distributor of the Shares and approving this Agreement;

(d) The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as filed with the
Securities and Exchange Commission (the "SEC") on March 16, 1992;

(e) The Fund's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No. 33-46279) and
under the 1940 Act as filed with the SEC on March 16, 1992 relating to the
Shares of the Fund, and all amendments thereto; and

(f) The Fund's most recent prospectus for the Shares (such
prospectus and all amendments and supplements thereto are herein called
"Prospectus").

The Fund will furnish Alex. Brown from time to time with copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing, if any, and all documents, notices and reports filed with the SEC.

3. Duties as Distributor. Alex. Brown shall give the Fund the benefit
of its best judgment, efforts and facilities in rendering its services as
Distributor of the Shares. Alex. Brown shall:

(a) respond to inquiries from the Fund's shareholders
concerning the status of their accounts with the Fund;

(b) take, on behalf of the Fund, all actions deemed necessary
to carry into effect the distribution of the Shares; and

(c) provide the Board of Directors of the Fund with quarterly
reports as required by Rule 12b-1 under the 1940 Act.
<PAGE>

4. Distribution of Shares. Alex. Brown shall be the exclusive
distributor of the Shares. It is mutually understood and agreed that Alex. Brown
does not undertake to sell all or any specific portion of the Shares. The Fund
shall not sell any of the Shares except through Alex. Brown and securities
dealers who have valid Sub-Distribution Agreements with Alex. Brown.
Notwithstanding the provisions of the foregoing sentence, the Fund may issue its
Shares at their net asset value to any shareholder of the Fund purchasing such
Shares with dividends or other cash distributions received from the Fund
pursuant to an offer made to all shareholders.

5. Control by Board of Directors. Any distribution activities
undertaken by Alex. Brown pursuant to this Agreement, as well as any other
activities undertaken by Alex. Brown on behalf of the Fund pursuant hereto,
shall at all times be subject to any directives of the Board of Directors of the
Fund. The Board of Directors may agree, on behalf of the Fund, to amendments to
this Agreement, provided that the Fund must obtain prior approval of the
shareholders of the Fund to any amendment which would result in a material
increase in the amount expended by the Fund.

6. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, Alex. Brown shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any rules
and regulations adopted thereunder as amended;

(b) the provisions of the Registration Statement of the Fund
under the 1933 Act and the 1940 Act and any amendments and supplements thereto;

(d) the provisions of the By-Laws of the Fund;

(e) the rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD") and all other self-regulatory organizations
applicable to the sale of investment company shares; and

(f) any other applicable provisions of Federal and State law.

7. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and Alex. Brown as follows:
<PAGE>

(a) Alex. Brown shall furnish, at its expense and without cost
to the Fund, the services of personnel to the extent that such services are
required to carry out their obligations under this Agreement;

(b) Alex. Brown shall bear the expenses of any promotional or
sales literature used by Alex. Brown or furnished by Alex. Brown to purchasers
or dealers in connection with the public offering of the Shares, the expenses of
advertising in connection with such public offering and all legal expenses in
connection with the foregoing; and

(c) the Fund assumes and shall pay or cause to be paid all
other expenses of the Fund, including, without limitation: the fees of the
Fund's investment advisor; the charges and expenses of any registrar, custodian
or depositary appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or accounting
agent or agents appointed by the Fund; brokers' commissions chargeable to the
Fund in connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and
corporate fees payable by the Fund to Federal, State or other governmental
agencies; the cost and expense of engraving or printing of stock certificates
representing Shares; all costs and expenses in connection with maintenance of
registration of the Fund and the Shares with the SEC and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel) except as provided in subparagraph (a) above, the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act) or members of any advisory
board or committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in Shares or in cash; charges
and expenses of any outside service used for pricing of the Shares; charges and
expenses of legal counsel, including counsel to the Directors who are not
"interested persons" of the Fund (as defined in the 1940 Act), and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund borrowings;
postage; insurance premiums on property or personnel (including officers and
Directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operation unless otherwise explicitly provided herein.

8. Delegation of Responsibilities. Alex. Brown may, but shall be under
no duty to, perform services on behalf of the Fund which are not required by
this Agreement upon the request of the Fund's Board of Directors. Such services
will be performed on behalf of the Fund and Alex. Brown's charge in rendering
such services may be billed monthly to the Fund, subject to examination by the
Fund's independent accountants. Payment or assumption by Alex. Brown of any Fund
expense that Alex. Brown is not required to pay or assume under this Agreement
shall not relieve Alex. Brown of any of its obligations to the Fund or obligate
Alex. Brown to pay or assume any similar Fund expense on any subsequent
occasions.
<PAGE>

9. Compensation. For the services to be rendered and the expenses
assumed by Alex. Brown, the Fund shall pay to Alex. Brown, compensation at the
annual rate of .75% of the average daily net assets of the shares of the Fund.
Except as hereinafter set forth, continuing compensation under this Agreement
shall be calculated and accrued daily and the amounts of the daily accruals
shall be paid monthly. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculations of the fees as set forth
above. Payment of Alex. Brown's compensation for the preceding month shall be
made as promptly as possible.

10. Service Fee. The Fund shall pay Alex. Brown a service fee (as such
term is defined in the NASD Rules of Fair Practice) equal to .25% of the average
daily net assets of the Shares of the Fund. Such fee shall be calculated and
accrued daily and the amounts of the daily accruals shall be paid monthly in the
manner described in paragraph 9 above.

11. Compensation for Servicing Shareholder Accounts. The Fund
acknowledges that Alex. Brown may compensate its investment representatives for
opening accounts, processing investor letters of transmittals and applications
and withdrawal and redemption orders, responding to inquiries from Fund
shareholders concerning the status of their accounts and the operations of the
Fund, and communicating with the Fund and its transfer agent on behalf of the
Fund shareholders.

12. Sub-Distribution Agreements. Alex. Brown may enter into Sub-
Distribution Agreements (the "Sub-Distribution Agreements") with any securities
dealer who is registered under the Securities Exchange Act of 1934 and a member
in good standing of the NASD, who may wish to act as a Participating Dealer in
connection with the proposed offering. All Sub-Distribution Agreements shall be
in substantially the form of the agreement attached hereto as Exhibit "A". For
processing Fund shareholders' redemption orders, responding to the inquiries
from Fund shareholders concerning the status of their accounts and the
operations of the Fund and communicating with the Fund, its transfer agent and
Alex. Brown, Alex. Brown may pay each such Participating Dealer an amount not to
exceed that portion of the compensation paid to Alex. Brown hereunder that is
attributable to accounts of Fund shareholders who are customers of such
Participating Dealer.

13. Non-Exclusivity. The services of Alex. Brown to the Fund are not to
be deemed exclusive and Alex. Brown shall be free to render distribution or
other services to others (including other investment companies) and to engage in
other activities. It is understood and agreed that directors, officers or
employees of Alex. Brown may serve as directors or officers of the Fund, and
that directors or officers of the Fund may serve as directors, officers and
employees of Alex. Brown to the extent permitted by law; and that directors,
officers and employees of Alex. Brown are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, directors or officers of any other firm or corporation,
including other investment companies.
<PAGE>

14. Term and Approval. This Agreement shall become effective at the
close of business on the date hereof and shall remain in force and effect for an
initial term of two years and from year to year thereafter, provided that such
continuance is specifically approved at least annually:

(a) (i) by the Fund's Board of Directors or (ii) by the vote
of a majority of the outstanding voting securities (as defined in the 1940 Act),
and

(b) by the affirmative vote of a majority of the Directors who
are not "interested persons" of the Fund (as defined in the 1940 Act) and do not
have a financial interest in the operation of this Agreement, by votes cast in
person at a meeting specifically called for such purpose.

15. Termination. This Agreement may be terminated at any time, on sixty
(60) days' written notice to the other party without the payment of any penalty,
(i) by vote of the Fund's Board of Directors, (ii) by vote of a majority of the
directors who are not "interested persons" of the Fund (as defined in the 1940
Act) and do not have a financial interest in the operation of this Agreement,
(iii) by vote of a majority of the Fund's outstanding voting securities (as
defined in the 1940 Act) or (iv) by Alex. Brown. The notice provided for herein
may be waived by each party. This Agreement shall automatically terminate in the
event of its assignment (as the term is defined in the 1940 Act).

16. Liability. In the performance of its duties hereunder, Alex. Brown
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits in performing all services
provided for under this Agreement, but shall not be liable for any act or
omission which does not constitute willful misfeasance, bad faith or gross
negligence on the part of Alex. Brown or reckless disregard by Alex. Brown of
its duties under this Agreement.

17. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other parties, it is agreed that the address of both Alex.
Brown and the Fund for this purpose shall be 135 East Baltimore Street,
Baltimore, Maryland 21202.

18. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is revised by rule, regulation or order of the
SEC, such provision shall be deemed to incorporate the effect of such rule,
regulation or order. Otherwise the provisions of this Agreement shall be
interpreted in accordance with the laws of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.

[SEAL] FLAG INVESTORS VALUE BUILDER FUND, INC.

Attest:/s/ Brian C. Nelson By /s/ Edward J. Veilleux
-------------------- --------------------------
Title:

[SEAL] ALEX. BROWN & SONS INCORPORATED

Attest:/s/ Brian C. Nelson By /s/ Richard T. Hale
-------------------- --------------------------
Title:

<PAGE>

Exhibit A

FLAG INVESTORS FAMILY OF FUNDS - CLASS B SHARES
135 East Baltimore Street
Baltimore, Maryland 21202

FORM OF
SUB-DISTRIBUTION AGREEMENT

_____________________, 19__

Gentlemen:

Alex. Brown & Sons Incorporated ("Alex. Brown"), a Maryland
corporation, serves as distributor (the "Distributor") of the Flag Investors
Funds - Class B Shares (collectively, the "Funds", individually a "Fund"). The
Funds are open-end investment companies registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). The Funds offer their
Flag Investors Class B Shares ("Shares") to the public in accordance with the
terms and conditions contained in the Prospectus of each Fund. The term
"Prospectus" used herein refers to the prospectus on file with the Securities
and Exchange Commission which is part of the registration statement of each Fund
under the Securities Act of 1933 (the "Securities Act"). In connection with the
foregoing you may serve as a participating dealer (and, therefore, accept orders
for the purchase or redemption of Shares, respond to shareholder inquiries and
perform other related functions) on the following terms and conditions:

1. Participating Dealer. You are hereby designated a Participating
Dealer and as such are authorized (i) to accept orders for the purchase of
Shares and to transmit to the Funds such orders and the payment made therefore,
(ii) to accept orders for the redemption of Shares and to transmit to the Funds
such orders and all additional material, including any certificates for Shares,
as may be required to complete the redemption and (iii) to assist shareholders
with the foregoing and other matters relating to their investments in each Fund,
in each case subject to the terms and conditions set forth in the Prospectus of
each Fund. You are to review each Share purchase or redemption order submitted
through you or with your assistance for completeness and accuracy. You further
agree to undertake from time to time certain shareholder servicing activities
for customers of yours who have purchased Shares and who use your facilities to
communicate with the Funds or to effect redemptions or additional purchases of
Shares.
<PAGE>

2. Limitation of Authority. No person is authorized to make any
representations concerning the Funds or the Shares except those contained in the
Prospectus of each Fund and in such printed information as the Distributor may
subsequently prepare. No person is authorized to distribute any sales material
relating to any Fund without the prior written approval of the Distributor.

3. Compensation. As compensation for such services, you will look
solely to the Distributor, and you acknowledge that the Funds shall have no
direct responsibility for any compensation. In addition to any sales charge
payable to you by your customer pursuant to a Prospectus, the Distributor will
pay you no less often than annually a shareholder processing and service fee (as
we may determine from time to time in writing) computed as a percentage of the
average daily net assets maintained with each Fund during the preceding period
by shareholders who purchase their shares through you or with your assistance,
provided that said assets are at least $250,000 for each Fund for which you are
to be compensated, and provided that in all cases your name is transmitted with
each shareholder's purchase order.

4. Prospectus and Reports. You agree to comply with the provisions
contained in the Securities Act governing the distribution of prospectuses to
persons to whom you offer Shares. You further agree to deliver, upon our
request, copies of any amended Prospectus of the relevant Fund to purchasers
whose Shares you are holding as record owner and to deliver to such persons
copies of the annual and interim reports and proxy solicitation materials of the
Funds. We agree to furnish to you as many copies of each Prospectus, annual and
interim reports and proxy solicitation materials as you may reasonably request.

5. Qualification to Act. You represent that you are a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD").
Your expulsion or suspension from the NASD will automatically terminate this
Agreement on the effective date of such expulsion or suspension. You agree that
you will not offer Shares to persons in any jurisdiction in which you may not
lawfully make such offer due to the fact that you have not registered under, or
are not exempt from, the applicable registration or licensing requirements of
such jurisdiction. You agree that in performing the services under this
Agreement, you at all times will comply with the Rules of Fair Practice of the
NASD, including, without limitation, the provisions of Section 26 of such Rules.
You agree that you will not combine customer orders to reach breakpoints in
commissions for any purposes whatsoever unless authorized by the then current
Prospectus in respect of Shares of a particular class or by us in writing. You
also agree that you will place orders immediately upon their receipt and will
not withhold any order so as to profit therefrom. In determining the amount
payable to you hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the Prospectus
and provisions of the Agreement.
<PAGE>

6. Blue Sky. The Funds have registered an indefinite number of Shares
under the Securities Act. The Funds intend to register or qualify in certain
states where registration or qualification is required. We will inform you as to
the states or other jurisdictions in which we believe the Shares have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states. You agree that you will offer Shares to your
customers only in those states where such Shares have been registered,
qualified, or an exemption is available. We assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. We will file
with the Department of State in New York a State Notice and a Further State
Notice with respect to the Shares, if necessary.

7. Authority of Fund. Each of the Funds shall have full authority to
take such action as it deems advisable in respect of all matters pertaining to
the offering of its Shares, including the right not to accept any order for the
purchase of Shares.

8. Record Keeping. You will (i) maintain all records required by law to
be kept by you relating to transactions in Shares and, upon request by any Fund,
promptly make such of these records available to the Fund as the Fund may
reasonably request in connection with its operations and (ii) promptly notify
the Fund if you experience any difficulty in maintaining the records described
in the foregoing clauses in an accurate and complete manner.

9. Liability. The Distributor shall be under no liability to you except
for lack of good faith and for obligations expressly assumed by them hereunder.
In carrying out your obligations, you agree to act in good faith and without
negligence. Nothing contained in this Agreement is intended to operate as a
waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, or the rules and regulations promulgated by the Securities and
Exchange Commission thereunder.

10. Termination. This Agreement may be terminated by either party,
without penalty, upon ten days' notice to the other party and shall
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). This Agreement may also be terminated at any time for
any particular Fund without penalty by the vote of a majority of the members of
the Board of Directors or Trustees of such Fund who are not "interested persons"
(as defined in the Investment Company Act) and who have no direct or indirect
financial interest in the operation of the Distribution Agreement between such
Fund and the Distributor or by the vote of a majority of the outstanding voting
securities of the Fund.
<PAGE>

11. Communications. All communications to us should be sent to the
above address. Any notice to you shall be duly given if mailed or telegraphed to
you at the address specified by you below.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us one copy of this agreement.

ALEX. BROWN & SONS INCORPORATED

-----------------------------------
(Authorized Signature)

Confirmed and accepted:

Firm Name:
---------------------------------

By:
---------------------------------

Address:
---------------------------------

Date:
---------------------------------

<PAGE>

Flag Investors Class D Shares

FLAG INVESTORS VALUE BUILDER FUND, INC.
FLAG INVESTORS CLASS B SHARES

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 4th day of November 1992, by and
between FLAG INVESTORS VALUE BUILDER FUND, INC., a Maryland corporation (the
"Fund"), and ALEX. BROWN & SONS INCORPORATED, a Maryland corporation ("Alex.
Brown").

W I T N E S S E T H

WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Fund wishes to appoint Alex. Brown as the
exclusive distributor of the class of shares of the Fund known as the Flag
Investors Class B Shares (the "Shares") and Alex. Brown wishes to become the
distributor of the Shares; and

WHEREAS, the compensation to Alex. Brown hereunder and the
payments contemplated by paragraph 5 constitute the financing of activities
intended to result in the sale of Shares, and this Agreement is entered into
pursuant to a "written plan" pursuant to Rule 12b-1 under the Act (the "Plan")
allowing the Fund to make such payments.

NOW, THEREFORE, in consideration of the premises herein and of
other good and valuable consideration the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

I. Appointment. The Fund appoints Alex. Brown as Distributor
for the Shares for the period and on the terms set forth in this Agreement. The
Fund may from time to time issue separate series or classes of its shares of
common stock, or classify and reclassify shares of such series as classes, and
the appointment effected hereby shall constitute appointment for the
distribution of such additional series and classes unless the parties shall
otherwise agree in writing. Alex. Brown accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
<PAGE>

II. Delivery of Documents. The Fund has furnished Alex. Brown
with copies properly certified or authenticated, of each of the following:

1. The Fund's Articles of Incorporation, filed with
the Secretary of State of Maryland on March 5, 1992 and all amendments thereto
(the "Articles of Incorporation");

2. The Fund's By-Laws and all amendments thereto
(such By- Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");

3. Resolutions of the Fund's Board of Directors and
shareholders authorizing the appointment of Alex. Brown as the Fund's
Distributor of the Shares and approving this Agreement;

4. The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as
filed with the Securities and Exchange Commission (the "SEC") on March 16, 1992;

5. The Fund's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") (File No.
33-46279) and under the 1940 Act as filed with the SEC on March 16, 1992
relating to the Shares of the Fund, and all amendments thereto; and

6. The Fund's most recent prospectus (such prospectus
and all amendments and supplements thereto are herein called "Prospectus").

The Fund will furnish Alex. Brown from time to time with
copies, properly certified or authenticated, of all amendments or supplements to
the foregoing, if any, and all documents, notices and reports filed with the
SEC.

III. Duties as Distributor. Alex. Brown shall give the Fund
the benefit of its best judgment, efforts and facilities in rendering its
services as Distributor of the Shares. Alex. Brown shall:

1. respond to inquiries from the Fund's shareholders
concerning the status of their accounts with the Fund;

2. take, on behalf of the Fund, all actions deemed
necessary to carry into effect the distribution of the Shares;
<PAGE>

3. provide the Board of Directors of the Fund with
quarterly reports as required by Rule 12b-1 under the 1940 Act.

IV. Distribution of Shares. Alex. Brown shall be the exclusive
distributor of the Shares. It is mutually understood and agreed that Alex. Brown
does not undertake to sell all or any specific portion of the Shares. The Fund
shall not sell any of the Shares except through Alex. Brown and securities
dealers who have valid Sub-Distribution Agreements with Alex. Brown.
Notwithstanding the provisions of the foregoing sentence, the Fund may issue its
Shares at their net asset value to any shareholder of the Fund purchasing such
Shares with dividends or other cash distributions received from the Fund
pursuant to an offer made to all shareholders.

V. Control by Board of Directors. Any distribution activities
undertaken by Alex. Brown pursuant to this Agreement, as well as any other
activities undertaken by Alex. Brown on behalf of the Fund pursuant hereto,
shall at all times be subject to any directives of the Board of Directors of the
Fund. The Board of Directors may agree, on behalf of the Fund, to amendments to
this Agreement, provided that the Fund must obtain prior approval of the
shareholders of the Fund to any amendment which would result in a material
increase in the amount expended by the Fund.

VI. Compliance with Applicable Requirements. In carrying out
its obligations under this Agreement, Alex. Brown shall at all times conform to:

1. all applicable provisions of the 1940 Act and any
rules and regulations adopted thereunder as amended;

2. the provisions of the Registration Statement of
the Fund under the 1933 Act and the 1940 Act and any amendments and supplements
thereto;

3. the provisions of the Articles of Incorporation of
the Fund and any amendments thereto;

4. the provisions of the By-Laws of the Fund;

5. the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD") and all other self-regulatory
organizations applicable to the sale of investment company shares; and

6. any other applicable provisions of Federal and
State law.

VII. Expenses. The expenses connected with the Fund shall be
allocable between the Fund and Alex. Brown as follows:
<PAGE>

1. Alex. Brown shall furnish, at its expense and
without cost to the Fund, the services of personnel to the extent that such
services are required to carry out their obligations under this Agreement;

2. Alex. Brown shall bear the expenses of any
promotional or sales literature used by Alex. Brown or furnished by Alex. Brown
to purchasers or dealers in connection with the public offering of the Shares,
the expenses of advertising in connection with such public offering and all
legal expenses in connection with the foregoing;

3. the Fund assumes and shall pay or cause to be paid
all other expenses of the Fund, including, without limitation: the fees of the
Fund's investment advisor; the charges and expenses of any registrar, custodian
or depositary appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or accounting
agent or agents appointed by the Fund; brokers' commissions chargeable to the
Fund in connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and
corporate fees payable by the Fund to Federal, State or other governmental
agencies; the cost and expense of engraving or printing of stock certificates
representing Shares; all costs and expenses in connection with maintenance of
registration of the Fund and the Shares with the SEC and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel) except as provided in subparagraph (a) above, the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and Directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of Directors who are not "interested
persons" of the Fund (as defined in the 1940 Act) or members of any advisory
board or committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in Shares or in cash; charges
and expenses of any outside service used for pricing of the Shares; charges and
expenses of legal counsel, including counsel to the Directors who are not
"interested persons" of the Fund (as defined in the 1940 Act), and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund borrowings;
postage; insurance premiums on property or personnel (including officers and
Directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operation unless otherwise explicitly provided herein.
<PAGE>

VIII. Delegation of Responsibilities. Alex. Brown may, but
shall be under no duty to, perform services on behalf of the Fund which are not
required by this Agreement upon the request of the Fund's Board of Directors.
Such services will be performed on behalf of the Fund and Alex. Brown's charge
in rendering such services may be billed monthly to the Fund, subject to
examination by the Fund's independent accountants. Payment or assumption by
Alex. Brown of any Fund expense that Alex. Brown is not required to pay or
assume under this Agreement shall not relieve Alex. Brown of any of its
obligations to the Fund or obligate Alex. Brown to pay or assume any similar
Fund expense on any subsequent occasions.

IX. Compensation. For the services to be rendered and the
expenses assumed by Alex. Brown, the Fund shall pay to Alex. Brown, compensation
at the annual rate of .60% of the average daily net assets of the shares of the
Fund. Except as hereinafter set forth, continuing compensation under this
Agreement shall be calculated and accrued daily and the amounts of the daily
accruals shall be paid monthly. If this Agreement becomes effective subsequent
to the first day of a month or shall terminate before the last day of a month
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculations of the fees as set forth
above. Payment of Alex. Brown's compensation for the preceding month shall be
made as promptly as possible.

X. Compensation for Servicing Shareholder Accounts. The Fund
acknowledges that Alex. Brown may compensate its investment representatives for
opening accounts, processing investor letters of transmittals and applications
and withdrawal and redemption orders, responding to inquiries from Fund
shareholders concerning the status of their accounts and the operations of the
Fund, and communicating with the Fund and its transfer agent on behalf of the
Fund shareholders.

XI. Sub-Distribution Agreements. Alex. Brown may enter into
Sub- Distribution Agreements (the "Sub-Distribution Agreements") with any
securities dealer who is registered under the Securities Exchange Act of 1934
and a member in good standing of the NASD, who may wish to act as a
Participating Dealer in connection with the proposed offering. All
Sub-Distribution Agreements shall be in substantially the form of the agreement
attached hereto as Exhibit "A". For processing Fund shareholders' redemption
orders, responding to the inquiries from Fund shareholders concerning the status
of their accounts and the operations of the Fund and communicating with the
Fund, its transfer agent and Alex. Brown, Alex. Brown may pay each such
Participating Dealer an amount not to exceed that portion of the compensation
paid to Alex. Brown hereunder that is attributable to accounts of Fund
shareholders who are customers of such Participating Dealer.

XII. Non-Exclusivity . The services of Alex. Brown to the Fund
are not to be deemed exclusive and Alex. Brown shall be free to render
distribution or other services to others (including other investment companies)
and to engage in other activities. It is understood and agreed that directors,
officers or employees of Alex. Brown may serve as directors or officers of the
Fund, and that directors or officers of the Fund may serve as directors,
officers and employees of Alex. Brown to the extent permitted by law; and that
directors, officers and employees of Alex. Brown are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, directors or officers of any other firm or
corporation, including other investment companies.
<PAGE>

XIII. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
for an initial term of two years and from year to year thereafter, provided that
such continuance is specifically approved at least annually:

1. (i) by the Fund's Board of Directors or (ii) by
the vote of a majority of the outstanding voting securities (as defined in the
1940 Act), and

2. by the affirmative vote of a majority of the
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act) and do not have a financial interest in the operation of this Agreement, by
votes cast in person at a meeting specifically called for such purpose.

XIV. Termination. This Agreement may be terminated at any
time, on sixty (60) days' written notice to the other party without the payment
of any penalty, (i) by vote of the Fund's Board of Directors, (ii) by vote of a
majority of the directors who are not "interested persons" of the Fund (as
defined in the 1940 Act) and do not have a financial interest in the operation
of this Agreement, (iii) by vote of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act) or (iv) by Alex. Brown. The notice
provided for herein may be waived by each party. This Agreement shall
automatically terminate in the event of its assignment (as the term is defined
in the 1940 Act).

XV. Liability. In the performance of its duties hereunder,
Alex. Brown shall be obligated to exercise care and diligence and to act in good
faith and to use its best efforts within reasonable limits in performing all
services provided for under this Agreement, but shall not be liable for any act
or omission which does not constitute willful misfeasance, bad faith or gross
negligence on the part of Alex. Brown or reckless disregard by Alex. Brown of
its duties under this Agreement.

XVI. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other parties, it is agreed that the address of both
Alex. Brown and the Fund for this purpose shall be 135 East Baltimore Street,
Baltimore, Maryland 21202.

XVII. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the laws of
Maryland.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers as of the day
and year first above written.

[SEAL] FLAG INVESTORS VALUE BUILDER FUND, INC.

Attest: /s/ Sue Powell By /s/ Edward J. Veilleux
------------------- ---------------------------
Title: Vice President

[SEAL] ALEX. BROWN & SONS INCORPORATED

Attest: /s/ Sue Powell By /s/ Richard T. Hale
------------------- ---------------------------
Title: Managing Director

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.
Institutional Shares

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 31st day of December, 1995, by and
between FLAG INVESTORS VALUE BUILDER FUND, INC., a Maryland corporation (the
"Fund"), and ALEX. BROWN & SONS INCORPORATED, a Maryland corporation ("Alex.
Brown").

W I T N E S S E T H

WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Fund wishes to appoint Alex. Brown as the
exclusive distributor of the Shares and Alex. Brown wishes to become the
distributor of the Shares.

2. Delivery of Documents. The Fund has furnished Alex. Brown
with copies properly certified or authenticated of each of the following:

(a) The Fund's Articles and all amendments thereto;

(b) The Fund's By-Laws and all amendments thereto
(such By- Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");

(c) Resolutions of the Fund's Board of Directors and
shareholders authorizing the appointment of Alex. Brown as the Fund's
Distributor of the Shares and approving this Agreement;

(f) The Fund's most recent prospectus for the Shares
(such prospectus and all amendments and supplements thereto are herein called
"Prospectus").

The Fund will furnish Alex. Brown from time to time with
copies, properly certified or authenticated, of all amendments or supplements to
the foregoing, if any, and all documents, notices and reports filed with the
SEC.

3. Duties as Distributor. Alex. Brown shall give the Fund the
benefit of its best judgment, efforts and facilities in rendering its services
as Distributor of the Shares. Alex. Brown shall:

(a) respond to inquiries from the Fund's shareholders
concerning the status of their accounts with the Fund; and

(b) take, on behalf of the Fund, all actions deemed
necessary to carry into effect the distribution of the Shares.
<PAGE>

(b) Alex. Brown may enter into shareholder processing
and servicing agreements;

6. Compliance with Applicable Requirements. In carrying out
its obligations under this Agreement, Alex. Brown shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any
rules and regulations adopted thereunder as amended;

(b) the provisions of the Registration Statement of
the Fund under the 1933 Act and the 1940 Act and any amendments and supplements
thereto;

(d) the provisions of the By-Laws of the Fund;

(e) the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD") and all other self-regulatory
organizations applicable to the sale of investment company shares; and

(f) any other applicable provisions of Federal and
State law.
<PAGE>

7. Expenses. The expenses connected with the Fund shall be
allocable between the Fund and Alex. Brown as follows:

8. Delegation of Responsibilities. Alex. Brown may, but shall
be under no duty to, perform services on behalf of the Fund which are not
required by this Agreement upon the request of the Fund's Board of Directors.
Such services will be performed on behalf of the Fund and Alex. Brown's charge
in rendering such services may be billed monthly to the Fund, subject to
examination by the Fund's independent accountants. Payment or assumption by
Alex. Brown of any Fund expense that Alex. Brown is not required to pay or
assume under this Agreement shall not relieve Alex. Brown of any of its
obligations to the Fund or obligate Alex. Brown to pay or assume any similar
Fund expense on any subsequent occasions.
<PAGE>

9. Compensation. Alex. Brown shall receive no compensation for
the services to be rendered and the expenses assumed by it pursuant to this
Agreement.

(a) (i) by the Fund's Board of Directors or (ii) by
the vote of a majority of the outstanding voting securities of the Shares (as
defined in the 1940 Act), and

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers as of the day
and year first above written.

[SEAL] FLAG INVESTORS VALUE BUILDER FUND, INC.

Attest:/s/ Alisa Stesch By: /s/ Edward J. Veilleux
Title: Vice President

[SEAL] ALEX. BROWN & SONS INCORPORATED

Attest:/s/ Alisa Stesch By: /s/ Richard T. Hale
Title: Managing Director

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.

DISTRIBUTION PLAN

1. The Plan. This Plan (the "Plan") is a written plan as described in
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "1940 Act") of Flag Investors Value Builder Fund, Inc. (the "Fund"). Other
capitalized terms herein have the meaning given to them in the Fund's
prospectus.

2. Payments Authorized. (a) Alex. Brown & Sons Incorporated ("Alex.
Brown") is authorized, pursuant to the Plan, to make payments to any
Participating Dealer under a Sub-Distribution Agreement, to accept payments made
to it under the Distribution Agreement and to make payments on behalf of the
Fund to Shareholder Servicing Agents under Shareholder Servicing Agreements.

(b) Alex. Brown may make payments in any amount, provided that
the total amount of all payments made during a fiscal year of the Fund do not
exceed, in any fiscal year of the Fund, the amount paid to Alex. Brown under the
Distribution Agreement which is an annual fee, calculated on an average daily
net basis and paid monthly, equal to .25% of the average daily net assets of the
Fund.

3. Expenses Authorized. Alex. Brown is authorized, pursuant to the
Plan, from sums paid to it under the Distribution Agreement, to purchase
advertising for the Shares, to pay for promotional or sales literature and to
make payments to sales personnel affiliated with it for their efforts in
connection with sales of Shares. Any such advertising and sales material may
include references to other open-end investment companies or other investments,
provided that expenses relating to such advertising and sales material will be
allocated among such other investment companies or investments in an equitable
manner, and any sales personnel so paid are not required to devote their time
solely to the sale of Shares.
<PAGE>

4. Certain Other Payments Authorized. As set forth in the Distribution
Agreement, the Fund assumes certain expenses, which Alex. Brown and the Fund's
Advisor are authorized to pay or cause to be paid on its behalf and such
payments shall not be included in the limitations contained in this Plan. These
expenses include: the fees of the Fund's Advisor and Alex. Brown; the charges
and expenses of any registrar, any custodian or depository appointed by the Fund
for the safekeeping of its cash, portfolio securities and other property, and
any transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and fees payable by the Fund to federal,
state or other governmental agencies; the costs and expenses of engraving or
printing of certificates representing shares of the Fund; all costs and expenses
in connection with maintenance of registration of the Fund and its shares with
the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the Fund
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Directors' meetings and of preparing, printing and mailing of proxy
statements and reports to shareholders; fees and travel expenses of Directors or
Director members of any advisory board or committee; all expenses incident to
the payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for pricing
of the Fund's shares; charges and expenses of legal counsel, including counsel
to the Directors of the Fund who are not interested persons (as defined in the
1940 Act) of the Fund and of independent certified public accountants, in
connection with any matter relating to the Fund; membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and Directors) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.

5. Other Distribution Resources. Alex. Brown and Participating Dealers
may expend their own resources separate and apart from amounts payable under the
Plan to support the Fund's distribution effort. Alex. Brown will report to the
Board of Directors on any such expenditures as part of its regular reports
pursuant to Section 6 of this Plan.

6. Reports. While this Plan is in effect, Alex. Brown shall report in
writing at least quarterly to the Fund's Board of Directors, and the Board shall
review, the following: (i) the amounts of all payments under the Plan, the
identity of the recipients of each such payment; (ii) the basis on which the
amount of the payment to such recipient was made; (iii) the amounts of expenses
authorized under this Plan and the purpose of each such expense; and (iv) all
costs of each item specified in Section 4 of this Plan (making estimates of such
costs where necessary or desirable), in each case during the preceding calendar
or fiscal quarter.

7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved (i) by a vote of the Board of Directors of the Fund and of a
majority of the Directors who are not interested persons (as defined in the 1940
Act), cast in person at a meeting called for the purpose of voting on this Plan;
and (ii) by a vote of holders of at least a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act). This Plan shall, unless
terminated as hereinafter provided, continue in effect from year to year only so
long as such continuance is specifically approved at least annually by the vote
of the Fund's Board of Directors and by the vote of a majority of the Directors
of the Fund who are not interested persons (as defined in the 1940 Act), cast in
person at a meeting called for the purpose of voting on such continuance. This
Plan may be terminated at any time by a vote of a majority of the Directors who
are not interested persons (as defined in the 1940 Act) or by the vote of the
holders of a majority of the Fund's outstanding voting securities (as defined in
the 1940 Act). This Plan may not be amended to increase materially the amount of
payments to be made without shareholder approval, as set forth in (ii) above,
and all amendments must be approved in the manner set forth under (i) above.

<PAGE>

FLAG INVESTORS VALUE BUILDER FUND, INC.

FLAG INVESTORS CLASS B SHARES

DISTRIBUTION PLAN

1. The Plan. This Plan (the "Plan") is a written plan as described in
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "1940 Act") of the Flag Investors Class B Shares (the "Shares") of Flag
Investors Value Builder Fund, Inc. (the "Fund"). Other capitalized terms herein
have the meaning given to them in the Fund's prospectus.

(b) Alex. Brown may make payments in any amount, provided that
the total amount of all payments made during a fiscal year of the Fund do not
exceed, in any fiscal year of the Fund, the amount paid to Alex. Brown under the
Distribution Agreement with respect to distribution of the Shares which is an
annual fee, calculated on an average daily net basis and paid monthly, equal to
.75% of the average daily net assets of the Shares of the Fund.

4. Certain Other Payments Authorized. As set forth in the Distribution
Agreement, the Fund assumes certain expenses, which Alex. Brown as distributor
for the Shares is authorized to pay or cause to be paid on its behalf and such
payments shall not be included in the limitations contained in this Plan. These
expenses include: the fees of the Fund's investment advisor and Alex. Brown; the
charges and expenses of any registrar, any custodian or depository appointed by
the Fund for the safekeeping of its cash, portfolio securities and other
property, and any transfer, dividend or accounting agent or agents appointed by
the Fund; brokers' commissions chargeable to the Fund in connection with
portfolio securities transactions to which the Fund is a party; all taxes,
including securities issuance and transfer taxes, and fees payable by the Fund
to federal, state or other governmental agencies; the costs and expenses of
engraving or printing of certificates representing shares of the Fund; all costs
and expenses in connection with maintenance of registration of the Fund and its
shares with the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the Fund
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Directors' meetings and of preparing, printing and mailing of proxy
statements and reports to shareholders; fees and travel expenses of Directors or
Director members of any advisory board or committee; all expenses incident to
the payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for pricing
of the Fund's shares; charges and expenses of legal counsel, including counsel
to the Directors of the Fund who are not interested persons (as defined in the
1940 Act) of the Fund and of independent certified public accountants, in
connection with any matter relating to the Fund; membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and Directors) of the Fund which
inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
<PAGE>

<PAGE>

Flag Investors Class D Shares

FLAG INVESTORS VALUE BUILDER FUND, INC.

FLAG INVESTORS CLASS B SHARES

DISTRIBUTION PLAN

(a) The Plan. This Plan (the "Plan") is a written plan as
described in Rule 12b-1 (the "Rule") under the Investment Company Act of 1940,
as amended (the "1940 Act") of the Flag Investors Class B Shares (the "Shares")
of Flag Investors Value Builder Fund, Inc. (the "Fund"). Other capitalized terms
herein have the meaning given to them in the Fund's prospectus.

(b) Payments Authorized. (i) Alex. Brown & Sons Incorporated
("Alex. Brown") is authorized, pursuant to the Plan, to make payments to any
Participating Dealer under a Sub-Distribution Agreement, to accept payments made
to it under the Distribution Agreement and to make payments on behalf of the
Fund to Shareholder Servicing Agents under Shareholder Servicing Agreements.

(ii) Alex. Brown may make payments in any amount,
provided that the total amount of all payments made during a fiscal year of the
Fund do not exceed, in any fiscal year of the Fund, the amount paid to Alex.
Brown under the Distribution Agreement with respect to distribution of the
Shares which is an annual fee, calculated on an average daily net basis and paid
monthly, equal to .60% of the average daily net assets of the Shares of the
Fund.

(c) Expenses Authorized. Alex. Brown is authorized, pursuant
to the Plan, from sums paid to it under the Distribution Agreement, to purchase
advertising for the Shares, to pay for promotional or sales literature and to
make payments to sales personnel affiliated with it for their efforts in
connection with sales of Shares. Any such advertising and sales material may
include references to other open-end investment companies or other investments,
provided that expenses relating to such advertising and sales material will be
allocated among such other investment companies or investments in an equitable
manner, and any sales personnel so paid are not required to devote their time
solely to the sale of Shares.
<PAGE>

(d) Certain Other Payments Authorized. As set forth in the
Distribution Agreement, the Fund assumes certain expenses, which Alex. Brown and
the Fund's Advisor are authorized to pay or cause to be paid on its behalf and
such payments shall not be included in the limitations contained in this Plan.
These expenses include: the fees of the Fund's Advisor and Alex. Brown; the
charges and expenses of any registrar, any custodian or depository appointed by
the Fund for the safekeeping of its cash, portfolio securities and other
property, and any transfer, dividend or accounting agent or agents appointed by
the Fund; brokers' commissions chargeable to the Fund in connection with
portfolio securities transactions to which the Fund is a party; all taxes,
including securities issuance and transfer taxes, and fees payable by the Fund
to federal state or other governmental agencies; the costs and expenses of
engraving or printing of certificates representing shares of the Fund; all costs
and expenses in connection with maintenance of registration of the Fund and its
shares with the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the Fund
supplements thereto to the Fund's shareholders; all expenses of shareholders'
and Directors' meetings and of preparing, printing and mailing of proxy
statements and reports to shareholders; fees and travel expenses of Directors or
Director members of any advisory board or committee; all expenses incident to
the payment of any dividend, distribution, withdrawal or redemption, whether in
shares or in cash; charges and expenses of any outside service used for pricing
of the Fund's shares; charges and expenses of legal counsel including counsel to
the Directors of the Fund who are not interested persons (as defined in the 1940
Act) of the Fund and of independent certified public accountants, in connection
with any matter relating to the Fund; membership dues of industry associations;
interest payable on Fund borrowings; postage; insurance premiums on property or
personnel (including officers and Directors) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise explicitly
provided herein.

(e) Other Distribution Resources. Alex. Brown and
Participating Dealers may expend their own resources separate and apart from
amounts payable under the Plan to support the Fund's distribution effort. Alex.
Brown will report to the Board of Directors on any such expenditures as part of
its regular reports pursuant to Section 6 of this Plan.

(f) Reports. While this Plan is in effect, Alex. Brown shall
report in writing at least quarterly to the Fund's Board of Directors, and the
Board shall review, the following: (i) the amounts of all payments under the
Plan, the identity of the recipients of each such payment; (ii) the basis on
which the amount of the payment to such recipient was made; (iii) the amounts of
expenses authorized under this Plan and the purpose of each such expense; and
(iv) all costs of each item specified in Section 4 of this Plan (making
estimates of such costs where necessary or desirable), in each case during the
preceding calendar or fiscal quarter.

(g) Effectiveness, Continuation, Termination and Amendment.
This Plan has been approved (i) by a vote of the Board of Directors of the Fund
and of a majority of the Directors who are not interested persons (as defined in
the 1940 Act), cast in person at a meeting called for the purpose of voting on
this Plan; and (ii) by a vote of holders of at least a majority of the Fund's
outstanding voting securities (as defined in the 1940 Act). This Plan shall
unless terminated as hereinafter provided, continue in effect from year to year
only so long as such continuance is specifically approved at least annually by
the vote of the Fund's Board of Directors and by the vote of a majority of the
Directors of the Fund who are not interested persons (as defined in the 1940
Act), cast in person at a meeting called for the purpose of voting on such
continuance. This Plan may be terminated at any time by a vote of a majority of
the Directors who are not interested persons (as defined in the 1940 Act) or by
the vote of the holders of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act). This Plan may not be amended to
increase materially the amount of payments to be made without shareholder
approval, as set forth in (ii) above, and all amendments must be approved in the
manner set forth under (i) above.

<ARTICLE> 6
<CIK> 0000885111
<NAME> VALUE BUILDER FUND

<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 178,401,078
<INVESTMENTS-AT-VALUE> 230,312,786
<RECEIVABLES> 3,236,640
<ASSETS-OTHER> 66,407
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 233,615,834
<PAYABLE-FOR-SECURITIES> 3,485,651
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 408,190
<TOTAL-LIABILITIES> 3,893,841
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176,379,806
<SHARES-COMMON-STOCK> 15,642,504
<SHARES-COMMON-PRIOR> 13,233,103
<ACCUMULATED-NII-CURRENT> 1,319,621
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 110,857
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 51,911,708
<NET-ASSETS> 229,721,992
<DIVIDEND-INCOME> 3,012,005
<INTEREST-INCOME> 4,669,072
<OTHER-INCOME> 34,625
<EXPENSES-NET> 2,557,805
<NET-INVESTMENT-INCOME> 5,157,897
<REALIZED-GAINS-CURRENT> 4,755,355
<APPREC-INCREASE-CURRENT> 37,398,630
<NET-CHANGE-FROM-OPS> 47,311,882
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,074,849
<DISTRIBUTIONS-OF-GAINS> 5,016,358
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,691,256
<NUMBER-OF-SHARES-REDEEMED> 1,951,286
<SHARES-REINVESTED> 669,432
<NET-CHANGE-IN-ASSETS> 70,677,473
<ACCUMULATED-NII-PRIOR> 1,236,573
<ACCUMULATED-GAINS-PRIOR> 371,860
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,651,971
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,557,805
<AVERAGE-NET-ASSETS> 195,388,536
<PER-SHARE-NAV-BEGIN> 12.02
<PER-SHARE-NII> 0.36
<PER-SHARE-GAIN-APPREC> 3.03
<PER-SHARE-DIVIDEND> 0.41
<PER-SHARE-DISTRIBUTIONS> 0.32
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.68
<EXPENSE-RATIO> 1.31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>