<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Flag Investors Value Builder Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement., if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________________
2) Form, Schedule or Registration Statement No.:_____________________
3) Filing Party:_____________________________________________________
4) Date Filed:_______________________________________________________
<PAGE>
PROXY UPDATE
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Important News About Proxies Your Clients will receive for
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- - Flag Investors Funds
- - Deutsche Banc Alex. Brown Cash Reserve Fund
On June 4, 1999, a subsidiary of Deutsche Bank AG merged with and into Bankers
Trust Corporation. Investment Company Capital Corp. ("ICC"), the investment
advisor to the Funds, is an indirect wholly-owned subsidiary of Bankers Trust
Corporation. Since the merger, Bankers Trust Corporation, along with its
affiliates and subsidiaries, has continued to offer the same range of financial
products and services, including investment advisory services, that it offered
prior to the merger.
This transaction will not change the portfolio management or investment style of
the Funds, their advisory fees, the number of fund shares your clients own or
the value of those shares.
However, as a result of the merger, it is necessary for each Fund's shareholders
to approve new investment advisory agreements (and sub-advisory agreements, as
applicable). We will also take this opportunity to ask shareholders to vote on
other proposals that pertain to how their funds are managed.
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Proxies and Proxy Cards
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We plan to begin mailing proxies and proxy cards in mid-August 1999 to each
Fund's shareholders of record as of August 6, 1999. Your clients will receive a
separate proxy card for each Fund and share class they own. The shareholder
meetings are scheduled to take place at Deutsche Banc Alex. Brown's offices in
Baltimore, Maryland on October 7, 1999.
Proxies will not be sent to shareholders of Flag Investors Total Return U.S.
Treasury Fund and Flag Investors Managed Municipal Fund, which are managed by
ISI, Inc. and are unaffected by the merger.
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do not copy.
<PAGE>
Not for distribution to clients.
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The Solicitation Process
- -------------------------------------------------------------------------------
We have retained Shareholder Communications Corporation (SCC) to assist with our
solicitation efforts.
Starting in early September, SCC will begin to call registered fund shareholders
who have not voted to remind them to vote. SCC obtains shareholder records from
your firm. Your firm will not release information on, and SCC will not call,
shareholders who have asked your firm to not release their account registration
information.
SCC will start with shareholders owning the largest number of shares. Your
clients will be given the opportunity to vote over the phone after
satisfactorily answering a series of questions for identification purposes.
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Voting Methods
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Phone
Shareholders who receive proxies distributed through ADP can vote by phone by
calling the number provided on their proxy card. Please note that your clients
must have the 12-digit control number located on their proxy card to vote by
phone. Shareholders who have instructed their investment representative not to
release their names may not vote by phone.
Internet
All shareholders can vote via the Internet by accessing the website
www.proxyvote.com, entering the 12-digit control number located on their proxy
card, and following instructions on the website.
Mail
All shareholders can vote by mail by completing the proxy card and returning it
in the postage-paid envelope.
- -------------------------------------------------------------------------------
For More Information
- -------------------------------------------------------------------------------
If you have additional questions about the proxy process, please call SCC at
800-732-6168.
To order copies of the proxies, please call us at x695-3524 or SCC.
<PAGE>
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do Not Copy.
Not For Distribution To Clients.
<TABLE>
<CAPTION>
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Funds Issue Reason
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<S> <C> <C>
All Funds Elect Directors. Shareholders have the opportunity to elect directors
who oversee matters relating to their funds.
- -----------------------------------------------------------------------------------------------------------
All Funds Approve new investment As a result of the merger, the present agreement
advisory agreements with could be deemed to terminate automatically.
current advisor. No Shareholders are being asked to approve a new
change in fees is agreement on terms substantially identical to the
proposed. current agreement. There are no material changes.
- -----------------------------------------------------------------------------------------------------------
All Funds (except Approve new Same as above.
Deutsche Banc Alex. sub-investment advisory
Brown Cash Reserve Fund) agreements with current
sub-advisor. No change
in fees is proposed.
- -----------------------------------------------------------------------------------------------------------
Flag Investors Convert the Flag The Flag Fund and the Master Fund have identical
International Fund, Inc. Investors International investment objectives and invest primarily in equity
Fund, Inc. (the "Flag securities of companies outside of the United
Fund") to a master-feeder States. Flag Fund shareholders may be better served
structure and invest all by the combined funds because of greater
of its assets in the diversification and the possibility of reduced
International Equity expenses.
Portfolio (the "Master
Fund"). This would be a
tax-free transaction for
shareholders.
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All Funds Modify, eliminate or These proposals will allow the Funds to update their
reclassify as policies to reflect changes in the law.
non-fundamental certain
investment policies.
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</TABLE>
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Important Phone Numbers
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Shareholder Communications Corporation (Information Agent): 800-732-6168
Flag Investors Funds: 410-895-3524
<PAGE>
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do not copy.
Not for distribution to clients.
<PAGE>
PROXY UPDATE
- -------------------------------------------------------------------------------
Important News About the Flag Investors Funds Proxy Your Clients will receive
- -------------------------------------------------------------------------------
On June 4, 1999, a subsidiary of Deutsche Bank AG merged with and into Bankers
Trust Corporation. Investment Company Capital Corp. ("ICC"), the investment
advisor to the Funds, is an indirect wholly-owned subsidiary of Bankers Trust
Corporation. Since the merger, Bankers Trust Corporation, along with its
affiliates and subsidiaries, has continued to offer the same range of financial
products and services, including investment advisory services, that it offered
prior to the merger.
This transaction will not change the portfolio management or investment style of
the Funds, their advisory fees, the number of fund shares your clients own or
the value of those shares.
However, as a result of the merger, it is necessary for each Fund's shareholders
to approve new investment advisory agreements (and sub-advisory agreements, as
applicable). We will also take this opportunity to ask shareholders to vote on
other proposals that pertain to how their funds are managed.
- -------------------------------------------------------------------------------
Proxies and Proxy Cards
- -------------------------------------------------------------------------------
We plan to begin mailing proxies and proxy cards in mid-August 1999 to each
Fund's shareholders of record as of August 6, 1999. Your clients will receive a
separate proxy card for each Fund and share class they own. The shareholder
meetings are scheduled to take place at One South Street, Baltimore, Maryland on
October 7, 1999.
Proxies will not be sent to shareholders of Flag Investors Total Return U.S.
Treasury Fund and Flag Investors Managed Municipal Fund, which are managed by
ISI, Inc. and are unaffected by the merger.
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do not copy.
Not for distribution to clients.
<PAGE>
- -------------------------------------------------------------------------------
The Solicitation Process
- -------------------------------------------------------------------------------
We have retained Shareholder Communications Corporation (SCC) to assist with our
solicitation efforts.
Starting in early September, SCC will begin to call registered fund shareholders
who have not voted to remind them to vote. SCC obtains shareholder records from
your firm. Your firm will not release information on, and SCC will not call,
shareholders who have asked your firm to not release their account registration
information.
SCC will start with shareholders owning the largest number of shares. Your
clients will be given the opportunity to vote over the phone after
satisfactorily answering a series of questions for identification purposes.
- -------------------------------------------------------------------------------
Voting Methods
- -------------------------------------------------------------------------------
Phone
Shareholders who receive proxies distributed through ADP can vote by phone by
calling the number provided on their proxy card. Please note that your clients
must have the 12-digit control number located on their proxy card to vote by
phone. Shareholders who have instructed their investment representative not to
release their names may not vote by phone.
Internet
All shareholders can vote via the Internet by accessing the website
www.proxyvote.com, entering the 12-digit control number located on their proxy
card, and following instructions on the website.
Mail
All shareholders can vote by mail by completing the proxy card and returning it
in the postage-paid envelope.
- -------------------------------------------------------------------------------
For More Information
- -------------------------------------------------------------------------------
If you have additional questions about the proxy process, please call SCC at
800-732-6168.
To order copies of the proxies, please call us at 800-767-3524 or SCC.
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do not copy.
Not for distribution to clients.
<PAGE>
<TABLE>
<CAPTION>
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Funds Issue Reason
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Flag Investors Elect Directors. Shareholders have the opportunity to elect directors
Communications, Value who oversee matters relating to their funds.
Builder, and all other
Flag Investors Funds
- -----------------------------------------------------------------------------------------------------------
Flag Investors Approve new investment As a result of the merger, the present agreement
Communications, Value advisory agreements with could be deemed to terminate automatically.
Builder, and all other current advisor. No Shareholders are being asked to approve a new
Flag Investors Funds change in fees is agreement on terms substantially identical to the
proposed. current agreement. There are no material changes.
- -----------------------------------------------------------------------------------------------------------
Flag Investors Approve new Same as above.
Communications, Value sub-investment advisory
Builder, and all other agreements with current
Flag Investors Funds sub-advisor. No change
in fees is proposed.
- -----------------------------------------------------------------------------------------------------------
Flag Investors Convert the Flag The Flag Investors Fund and the International Equity
International Fund Investors International Portfolio have identical investment objectives and
Fund, Inc. to a invest primarily in equity securities of companies
master-feeder structure outside of the United States. Flag Investors Fund
and invest all of its shareholders may be better served by the combined
assets in the funds because of greater diversification and the
International Equity possibility of reduced expenses.
Portfolio. This would be
a tax-free transaction
for shareholders.
- -----------------------------------------------------------------------------------------------------------
Flag Investors Modify, eliminate or These proposals will allow the Funds to
Communications, reclassify as non- update their policies to reflect changes in
Value Builder, fundamental certain the law.
and all other Flag investment policies.
Investors Funds
- -----------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
Important Phone Numbers
- -------------------------------------------------------------------------------
Flag Investors Funds: 800-767-3524
Shareholder Communications Corporation (Information Agent): 800-732-6168
<PAGE>
FOR BROKER USE ONLY
This letter is for use by you or colleagues in your organization. Do not copy.
Not for distribution to clients.
