Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Flag Investors Value Builder Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Class A shares
Class B shares
Class D shares
Institutional shares
_________________________________________________________________
3. Investment Company Act File Number: 811-6600
Securities Act File Number: 33-46279
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
_________________________________________________________________
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
N/A
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
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N/A
_________________________________________________________________
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year:
None
_________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
_________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
4,360,687 shares @ $60,851,912 (see attached Schedule A)
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
4,360,687 shares @ $60,851,912 (see attached Schedule A)
_________________________________________________________________
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Included in Item 9 above
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 60,851,912
_______________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ --
_______________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
+ 26,963,230
_______________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ --
_______________
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 {line
(i), plus line (ii), less line (iii), plus line (iv)}
(if applicable):
+ 33,888,682
_______________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2,900
_______________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$ 11,685.75
==============
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
May 21, 1996
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli, Treasurer
Date May 23, 1996
* Please print the name and title of the signing officer below
the signature.
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<TABLE>
Schedule A
to 24f-2 Notice of
Flag Investors Value Builder Fund, Inc.
<CAPTION>
$ Price
Number of Aggregate Sales Front-end Shares Dividends Shares Redeemed $ Redemptions
Class Shares Sold Price Sales Loads Reinvested Reinvested
<S> <C> <C> <C> <C> <C> <C> <C>
A 2,645,585 $ 36,567,203 $ 431,884 611,385 $ 8,303,476 1,862,910 $ 25,776,184
B 252,563 3,471,865 - 5,788 79,812 2,754 39,242
D 0 0 - 45,398 616,247 82,585 1,105,221
Institutional 793,108 11,286,209 - 6,860 95,216 3,037 42,583
_________ ____________ _________ _______ ___________ _________ ____________
3,691,256 $ 51,325,277 $ 431,884 669,431 $ 9,094,751 1,951,286 $ 26,963,230
Total shares sold $ 51,325,277
3,691,256 shares 431,884 commissions
+ 669,431 dividends 9,094,751 dividends
___________________ ______________________
4,360,687 shares $ 60,851,912
Computation of Fee: $60,851,912 - $26,963,230 divided by 2,900 = $11,685.75
</TABLE>
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{ LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP }
May 23, 1996
Flag Investors Value Builder Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Flag Investors Value Builder Fund, Inc.
(File Nos. 33-46279 and 811-6600)
Gentlemen:
Flag Investors Value Builder Fund, Inc. (the "Fund") is a
corporation organized under the laws of the State of Maryland
with its principal place of business in Baltimore, Maryland. The
Fund is an open-end diversified management investment company
registered with the Securities and Exchange Commission (the
"Commission") under the Investment Company Act of 1940 (the "1940
Act"). This opinion relates to shares of common stock, par value
$.001 per share, sold by the Fund in reliance upon Rule 24f-2
during the fiscal year ended March 31, 1996, the registration of
which is made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form
N-1A, as amended to the date hereof, which has been filed with
the Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold
and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. Joseph A. Finelli
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