FLAG INVESTORS VALUE BUILDER FUND INC
N-30D, 1996-05-28
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                          [FLAG INVESTORS LOGO]
                              FLAG INVESTORS
                              FAMILY OF FUNDS

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

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

                                 Balanced
                     Flag Investors Value Builder Fund

                                  Income
               Flag Investors Intermediate-Term Income Fund
           Flag Investors Total Return U.S. Treasury Fund Shares

                              Tax-Free Income
               Flag Investors Managed Municipal Fund Shares
                   Flag Investors Maryland Intermediate
                           Tax-Free Income Fund

                              Current Income
                 Flag Investors Cash Reserve Prime Shares  [FLAG INVESTORS LOGO]
                                                           FLAG
                                                           INVESTORS
                               P.O. Box 515                VALUE
                         Baltimore, Maryland 21203         BUILDER
                               800-767-FLAG                FUND
                              Distributed by:
                            ALEX. BROWN & SONS             Annual Report
                               INCORPORATED                March 31, 1996


<PAGE>

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                                 FLAG INVESTORS
                               VALUE BUILDER FUND

Directors and Officers


Truman T. Semans           J. Dorsey Brown, III
Chairman                   President

James J. Cunnane           Hobart C. Buppert, II
Director                   Executive Vice President

Richard T. Hale            Lee S. Owen
Director                   Executive Vice President

John F. Kroeger            Bruce E. Behrens
Director                   Vice President

Louis E. Levy              Gary V. Fearnow
Director                   Vice President

Eugene J. McDonald         Edward J. Veilleux
Director                   Vice President

W. James Price             Brian C. Nelson
Director                   Vice President and Secretary

Harry Woolf                Joseph A. Finelli
Director                   Treasurer

                           Laurie D. DePrine
                           Assistant Secretary


Investment Objective
A balanced  mutual fund designed to maximize  total return through a combination
of long-term growth of capital and current income.

Investment Advisor
Investment Company Capital Corp.
135 East Baltimore Street
Baltimore, MD 21202
(800) 553-8080

Custodian
PNC Bank, N.A.

Transfer Agent
Investment Company Capital Corp.

Legal Counsel
Morgan, Lewis & Bockius LLP

Independent Auditors
Coopers & Lybrand L.L.P.


Fund Performance

                         GROWTH OF A $10,000 INVESTMENT
                               IN CLASS A SHARES*
                         June 15, 1992 - March 31, 1996

                             [Graph appears here]

                                 6/92   $10,000
                                12/92    10,776
                                 6/93    11,526
                                12/93    12,043
                                 6/94    11,666
                                12/94    11,998
                                 6/95    14,076
                                12/95    15,927
                                 3/96    16,712

$10,000 invested in the Value Builder Fund's Class A Shares at inception on June
15, 1992 was worth $16,712 on March 31, 1996.


- --------------------------------------------------------------------------------
                            Total Return Performance*
- --------------------------------------------------------------------------------
                           Class A    Class B    Class D
  Periods ended 3/31/96:   Shares     Shares     Shares(1)
- --------------------------------------------------------------------------------
  3 Months                   4.9%       4.8%       4.9%
- --------------------------------------------------------------------------------
  12 Months                 28.9%      27.9%      28.4%
- --------------------------------------------------------------------------------

  Since Inception:         6/15/92   1/3/95     11/9/92
  (Cumulative)              67.1%     37.9%     57.8%
- --------------------------------------------------------------------------------


  * These  figures  assume  the   reinvestment  of  dividends  and  capital
    gains distributions  and exclude the impact of any sales  charge.  If the
    sales charge was reflected,  the quoted  performance  would be lower.  The
    performance of the classes differ  because each class  maintains a distinct
    expense  structure and each has a different  inception date. For further
    details on expense structures, please refer to the Fund's  prospectus.
    Since investment  return and principal value will fluctuate,  an investor's
    shares may be worth more or less than their original  cost when  redeemed.
    Past performance  is not an indicator of future results. Please review the
    Additional Performance Information on page 5.
(1) As of November 18, 1994,  Class D Shares are no longer  available  for sale;
    however, existing shareholders may reinvest their dividends.

                                       1

<PAGE>

                             [FLAG INVESTORS LOGO]
                                 FLAG INVESTORS
                               VALUE BUILDER FUND

 Fellow Shareholders:

     We are  pleased to report on the  progress  of your Fund for the year ended
March 31, 1996.

Performance Update

     The Fund had an excellent year with a gain of 28.9% for the Class A Shares.
Much  of this  gain  was  driven  by the  earnings  progress  of our  portfolio
companies and the generally favorable interest rate environment, which benefited
both the stocks and bonds held in the portfolio.

     We are especially pleased to report that the Fund's  performance  continues
to rank very high among its peers and has  received,  for the  second  year in a
row, an "A" rating by The Wall  Street  Journal for the one year ended March 31,
1996.  In  addition,  the Fund also  received  an "A" rating for the three years
ended  March 31,  1996.*  The Fund  ranked #7 out of 234 funds and #5 out of 104
funds for the one- and three-year periods ended March 31, 1996, respectively, in
Lipper Analytical's Balanced Funds category.

Asset Mix

     During the past  year,  the  Fund's  asset  structure  has  maintained  its
long-term  focus  with 96% of the  assets  in  stocks  and  bonds and only 4% in
short-term investments.  The pie charts to the right reflect this commitment. In
addition,  the Fund  received  net inflows of more than $32 million from new and
existing shareholders. Total net assets of the Fund were $229.7 million at March
31, 1996. We appreciate  this vote of confidence  and will  certainly make every
effort to see that it is well deserved.

- --------------
*Funds are grouped according to investment objective and are ranked by total
 return performance relative to other funds in their respective categories. This
 ranking indicates that the Fund's 1- and 3-year total returns placed in the top
 20% of  347 and 202 funds, respectively, in the Blended Funds category and is
 based on Lipper Analytical's ranking of the Fund's 1- and 3-year total returns.
 Performance  figures used in these rankings do not  include  the  impact of any
 sales  charge.  Past  performance  is not an indicator of future results.

                                   ASSET MIX

                            [Pie Chart appears here]

                                           March 31, 1995         March 31, 1996

Short-Term Investments                           3.0%                   3.6%
Fixed Income                                    25.7%                  25.5%
Common Stocks and Convertible Securities        71.3%                  70.9%


Investment Environment

     The past year has been an especially  good one for the investment  markets.
Inflation,   interest  rates,  corporate   profitability  and  money  flows  all
contributed to the positive environment for stocks and bonds.

     On the inflation  front,  the past year witnessed some of the lowest levels
in more than two decades. While there are several specific reasons for this, the
Federal Reserve clearly  deserves much of the credit for the success in reducing
inflationary levels and creating a more stable overall environment.

     With the modest inflation levels and economic  activity in recent quarters,
the Federal Reserve has used its influence to take a more  accommodating  stance
regarding  interest  rates.  This has allowed both short- and long-term rates to
decline  modestly over the past year and provided a boost to both bond and stock
prices.

                                       2

<PAGE>

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                               VALUE BUILDER FUND


     Overall  corporate  profitability  continued to advance over the past year.
This  was due to  respectable  gains in  economic  activity  as well as  ongoing
improvement by many company managements in controlling costs relative to revenue
growth.

     Last,  but certainly not least,  as we reflect on the past year,  there has
been an enormous flow of money into the stock market via net additions to equity
mutual funds.  While precise numbers are somewhat elusive,  it would appear that
shareholders  invested something close to $150 billion in domestic equity mutual
funds during the past twelve months.  This, in combination with the reduction in
stock available due to share repurchases, has clearly helped share prices.

     Although the current year may not have the full benefit of the factors that
impacted the past year,  it seems to us that most of them will  continue to work
in our favor.

     Whenever the market experiences  above-average gains such as the past year,
there seems to be no shortage of predictions that a "market  correction" must be
in order.  Well,  since a "stopped  clock is right twice a day," we can say with
considerable confidence that most any such prediction will eventually come true.
However,  you should  understand that the focus of our investment work is not on
short-term market  movements,  but rather long-term wealth creation by investing
in specific companies with good  profitability  that are run by capable,  honest
managers  where  the  price  of  ownership  is  reasonable.  We  welcome  market
volatility  as this is one  important  way in which the  investment  marketplace
gives us the opportunity to acquire shares at even larger discounts to intrinsic
value than would  otherwise  be  possible.  Perhaps Ben Graham  (considered  the
father of security  analysis)  said it best:  "In the short run, the market is a
voting  machine--reflecting  a voter registration test that requires only money,
not  intelligence  or emotional  stability--but  in the long run the market is a
weighing machine."

Portfolio Developments

     In past shareholder reports, we have stated quite clearly that we intend to
periodically  make candid  reports to you  highlighting  our  successes  and our
failures.  In  many  respects,   such  a  "scorecard"  allows  shareholders  the
opportunity  to see just how well we have been executing our game plan of buying
good value; a batting average of sorts.

     Listed below are our five largest  holdings with cost and market values as
well as the percent change over the past 12 months.

- --------------------------------------------------------------------------------
                       Five Largest Common Stock Holdings
                             (as of March 31, 1996)
- --------------------------------------------------------------------------------

                                                     % Change in
                                                       last 12
  Issuer                   Cost       Market Value     Months
  McDonnell
    Douglas Corp.       $2,346,273     $5,497,500        64%
  Johnson & Johnson      2,336,865      5,258,250        55%
  Conseco Inc.           2,591,305      5,225,475        82%
  Host Marriott Corp.    2,918,691      4,375,841        27%
  Monsanto Co.           2,042,340      4,298,000        91%
- --------------------------------------------------------------------------------

     Perhaps the most  interesting  aspect of our largest  holdings is that they
were all purchased when their prices were depressed due to temporary disfavor on
Wall  Street.  In effect,  you might say the stock market was having a "sale" on
these  particular  shares as they  fell  into  disfavor.  Since  each  company's
fundamentals  seemed to be very much  intact,  we viewed this price action as an
especially attractive  opportunity to capture "good value" in the Fund. We would
also note that four out of these five companies have been active repurchasers of
their shares. As you may recall from our earlier letters, we believe there is no
single  action a management  can take that says more about their  commitment  to
building shareholder value than repurchasing shares.

     In an effort to complete the  scorecard,  we have also provided the biggest
gainers in the portfolio over the past 12 months (see p. 4).

                                       3

<PAGE>

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                               VALUE BUILDER FUND


- --------------------------------------------------------------------------------
                                Best Performers
                               (3/31/95-3/31/96)
- --------------------------------------------------------------------------------

   Security                                       Percent Change
   Liz Claiborne Inc.                                  93%
   Monsanto Co.                                        91%
   Times Mirror Co.                                    90%(1)
   Conseco Inc.                                        82%
   Eli Lilly & Co.                                     78%
   LodgeNet Entertainment Corp.                        73%
   Amgen, Inc.                                         73%
   Travelers Group Inc.                                71%
   McDonnell Douglas Corp.                             64%
   Eckerd Corp.                                        64%
- --------------------------------------------------------------------------------
(1) Security added mid-period.
- --------------------------------------------------------------------------------

     Hopefully, this scorecard reinforces what we discussed earlier about buying
"good  value" and  allowing  ample time for such value to be  recognized  in the
investment marketplace.

     As much as we would like to have all of our stocks  rise in value,  we know
from experience this simply will not happen.  Having a few losers (at least on a
short-term  basis) is part of the investment  process.  During the past year, we
had three stocks that declined by more than 10%.


                                Worst Performers
                               (3/31/95-3/31/96)
- --------------------------------------------------------------------------------

   Security                                       Percent Change
   Collins & Aikman Co.                                -22%
   Alexander & Alexander Services Inc.                 -20%
   Reebok International Ltd.                           -20%(1)
- --------------------------------------------------------------------------------
(1) Security added mid-period.


     In the case of Collins & Aikman,  we may have made an unforced error.  With
Alexander & Alexander as well as Reebok, we believe that our assessment of value
is still intact but our timing was clearly off the mark.

     We  would  also  like  to  point  out  an  important   investment   lesson.
Interestingly,  our greatest  investment failures will not be the losses that we
report to you each year, but rather the successful investments we sell too soon.
One such  transaction  occurred  this year with the sale of  Guidant,  a medical
device  company that we received as a spin out from Eli Lilly.  After it doubled
in value, as best as we could tell, it seemed fully priced at more than 20 times
earnings.  Well,  the  stock is now 50%  higher  than  when we sold it,  and the
company's  prospects  are better than ever.  When a somewhat  premature  sale of
shares such as this occurs,  it often reminds us of one of Peter Lynch's (former
manager of the  Magellan  Fund)  sayings  that  selling  your winners is akin to
"cutting the flowers and watering the weeds."

Reminders

     In our annual report to  shareholders,  we like to remind you that while we
are the advisors of your Fund, we prefer to think of ourselves as your partners.
We say this because we are all meaningful shareholders of the Fund just like you
are,  and we do not intend to do  anything  with your money that we would not do
with our own.

     We look  forward to the  challenge  of  increasing  the Fund's value in the
coming years, and we hope you share our enthusiasm and long-term perspective.


Respectfully submitted,

/s/ J. Dorsey Brown, III      /s/ Hobart C. Buppert, II
J. Dorsey Brown, III          Hobart C. Buppert, II
President                     Executive Vice President

/s/ Lee S. Owen
Lee S. Owen
Executive Vice President

April 26, 1996

                                       4

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                                 FLAG INVESTORS
                               VALUE BUILDER FUND

Additional Performance Information

     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation,  the Securities and Exchange Commission  (SEC)
requires that  we  include,  on an  annual  basis,  a line  graph  comparing
the  Fund's performance to that of an appropriate  market index. This graph must
measure the growth of a $10,000  hypothetical  investment  from the  Fund's
initial  public offering  through the most recent fiscal year-end and must
reflect the impact of the Fund's total expenses and its currently effective
4.50% maximum sales charge for the Fund's Class A Shares,  4.00% maximum
contingent  deferred sales charge for the Fund's  Class B Shares  and 1.50%
maximum  sales  charge for the Fund's Class D Shares. In addition, the SEC
calculation for the Class D Shares reflects the  impact  of a 1.00%  maximum
contingent  deferred  sales  charge  since the represented time period is less
than four years.

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

     The Fund's total  returns  correspond  to those  experienced  by individual
shareholders  only if their shares were  purchased on the first day of each time
period and the maximum sales charge was paid. Any performance  figures shown are
for the full period indicated.  Since investment return and principal value will
fluctuate,  an investor's  shares may be worth more or less than their  original
cost when redeemed.


- --------------------------------------------------------------------------------
                      AVERAGE ANNUAL TOTAL RETURN--CLASS A*
                                                        % Return With
  Periods ended 3/31/96:                                Sales Charge(1)
- --------------------------------------------------------------------------------
  One Year                                                   23.06%
- --------------------------------------------------------------------------------
  Since Inception (6/15/92)                                  13.11%
- --------------------------------------------------------------------------------


                    CHANGE IN VALUE OF A $10,000 INVESTMENT*
                                 CLASS A SHARES
                        (June 15, 1992 - March 31, 1996)

                              [Graph appears here]


                                                         FLAG INVESTORS
                      S&P 500            91-DAY           VALUE BUILDER
                     COMPOSITE     U.S. TREASURY BILL          FUND
         6/92         $10,000           $10,000              $ 9,550
        12/92          10,835            10,178               10,291
         6/93          11,363            10,335               11,007
        12/93          11,926            10,500               11,501
         6/94          11,520            10,681               11,141
        12/94          12,077            10,936               11,458
         6/95          14,515            11,263               13,442
        12/95          16,601            11,588               15,210
         3/96          17,494            11,730               15,960


(1) Assumes maximum sales charge of 4.50%.
  * These figures assume the reinvestment of dividends and capital gains
    distributions. The indices listed above are unmanaged and are widely
    recognized as indicators of the performance in their respective sectors. The
    S&P 500 Composite is an indicator of general market  performance and the
    91-Day U.S. Treasury Bill is a measure of short-term bond market
    performance.  Past performance is not an indicator of future results.

                                       5

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                               VALUE BUILDER FUND

Additional Performance Information (continued)


 -------------------------------------------------------------------------------
                     AVERAGE ANNUAL TOTAL RETURN--CLASS B*
                                                       % Return With
 Periods ended 3/31/96:                                    CDSC(1)
 -------------------------------------------------------------------------------
 One Year                                                   23.89%
 -------------------------------------------------------------------------------
 Since Inception (1/3/95)                                   26.50%
 -------------------------------------------------------------------------------


                    CHANGE IN VALUE OF A $10,000 INVESTMENT*
                                 CLASS B SHARES
                       (January 3, 1995 - March 31, 1996)

                              [Graph appears here]


                                                         FLAG INVESTORS
                     S&P 500            91-DAY            VALUE BUILDER
                    COMPOSITE      U.S. TREASURY BILL          FUND
           1/95      $10,000           $10,000               $10,000
           3/95       10,691            10,099                10,781
           6/95       11,706            10,251                11,686
           9/95       12,628            10,397                12,645
          12/95       13,387            10,550                13,160
           3/96       14,107            10,680                13,388

 (1) Assumes maximum contingent deferred sales charge of 4.00%.



 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURN--CLASS D*

                                                      % Return With
 Periods ended 3/31/96:                          Sales Charge and CDSC(2)
 -------------------------------------------------------------------------------
 One Year                                                  25.53%
 -------------------------------------------------------------------------------
 Since Inception (11/9/92)                                 13.67%
 -------------------------------------------------------------------------------


                    CHANGE IN VALUE OF A $10,000 INVESTMENT*
                                 CLASS D SHARES
                      (November 9, 1992 - March 31, 1996)

                              [Graph appears here]


                                                         FLAG INVESTORS
                     S&P 500            91-DAY            VALUE BUILDER
                    COMPOSITE      U.S. TREASURY BILL          FUND
           11/92     $10,000           $10,000               $ 9,850
           12/92      10,126            10,031                10,134
            6/93      10,619            10,186                10,819
           12/93      11,146            10,349                11,285
            6/94      10,766            10,527                10,913
           12/94      11,287            10,779                11,203
            6/95      13,566            11,101                13,122
           12/95      15,515            11,420                14,820
            3/96      16,350            11,561                15,441


 (2) Assumes  maximum sales charge of 1.50% and maximum  contingent  deferred
     sales charge of 1.00%.
   * These figures assume the reinvestment of dividends and capital gains
     distributions.  The indices  listed  above are unmanaged and are widely
     recognized as indicators of the performance in their respective sectors.
     The S&P 500 Composite is an indicator of general market performance and the
     91-Day U.S. Treasury  Bill  is  a  measure  of short-term  bond market
     performance.  Past performance is not an indicator of future results.

     This report is prepared for the general information of shareholders.  It is
authorized  for  distribution  to  prospective  investors  only when preceded or
accompanied by an effective prospectus.

     For more complete information regarding any of the Flag Investors Funds,
including charges and expenses, obtain a prospectus from your investment
representative or directly from the Fund at 1-800-767-FLAG. Read it carefully
before you invest.

                                       6

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                               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>

                                       7

<PAGE>

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                               VALUE BUILDER FUND

STATEMENT OF NET ASSETS (continued)                               March 31, 1996

<TABLE>
<CAPTION>                                                                         Market Value
            Shares                                                                  (Note A)
            <C>         <S>                                                       <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>

                                       8

<PAGE>

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                                 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>

                                       9

<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>

                                       10

<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.

                                       11

<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.

                                       12

<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.

                                       13

<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.

                                       14

<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>

  * 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 1.74%, 1.73% and 1.93% (annualized)
    for Class D 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  2.68%, 2.76% and 2.60%
    (annualized)  for Class D Shares for the years  ended March 31, 1995,  1994
    and  for  the  period  ended  March  31,  1993,  respectively.

See accompanying Notes to Financial Statements.

                                       15

<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  fees. 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

                                       16

<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,  ABIMreceives 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, ICCreceives 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

                                       17

<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.

                                       18

<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 custo-dian 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

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