FLAG INVESTORS VALUE BUILDER FUND INC
485BPOS, EX-99.Q(3), 2000-07-27
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<PAGE>
                                                                       May, 2000

                   Alex. Brown Investment Management ("ABIM")
                           PERSONAL SECURITIES TRADING
                             POLICIES AND PROCEDURES

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

I.       INTRODUCTION

                  ABIM recognizes the desirability of permitting Employees and
                  members of their immediate families the opportunity to engage
                  in normal investment practices for their personal accounts and
                  accounts in which they have a beneficial interest. The
                  legitimate investment objectives of Employees, however, must
                  be balanced against the interests of clients as well as ABIM's
                  regulatory responsibilities.

         ABIM's policies and procedures regarding personal securities trading
have been developed in response to various securities laws and rules and
regulations of self-regulatory agencies. These procedures include many of the
recommendations made by a special advisory group formed by the Investment
Company Institute to review practices and standards governing personal
investing. These procedures have been submitted to the Board of Directors of the
Flag Investors Family of mutual funds (the "Funds"), and shall serve as the Code
of Ethics required in connection with ABIM's services as investment advisor to
the Funds.

         Each Employee is expected to adhere to these policies and procedures so
as to avoid any actual or potential conflicts of interest, or situations in
which an individual may be accused of having abused a position of trust and
responsibility. Any questions regarding the application of these policies and
procedures should be directed to the Chief Executive Officer or the designated
ABIM compliance officer.


II.      DEFINITIONS

         Employee - For purposes of these policies and procedures, the term
         Employee will refer to all Employees of ABIM and members of their
         immediate families.



                                       52
<PAGE>

         Immediate Family - Immediate Family shall include spouse, minor
         children, dependents and other relatives who share the same house and
         depend on the Employee for support.

         Employee Related Accounts - The term " Employee Related Account" shall
         mean any account held in the name of an Employee or in which the
         Employee has a Beneficial Interest. In addition, such accounts include
         accounts held in the name(s) of any member(s) of the Employee's
         Immediate Family as well as any account in which those persons have a
         Beneficial Interest.

         Beneficial Ownership - Beneficial Ownership of a security is to be
         determined in the same manner as it is for purposes of Section 16 of
         the Securities Exchange Act of 1934. This means that an Employee or
         immediate family member should generally consider himself or herself
         the beneficial owner of any securities of which he or she shares in the
         profits, even if he or she has no influence on voting or disposition of
         the securities. Examples include, but are not limited to, accounts for
         trusts, partnerships and corporations in which an Employee or immediate
         family member maintains an interest or derives a benefit.

         Discretionary Accounts - An Employee Related Account where full
         investment discretion has been granted to an investment manager,
         trustee or outside bank where neither the Employee nor a close relative
         participates in the investment decisions or is informed in advance of
         transactions in the account.


III.     POLICIES/PROCEDURES

         A. Substantive Restrictions on Personal Investing

              5. Initial Public Offerings

         ABIM Employees are prohibited from acquiring shares of an issuer in an
         initial public offering.

              6. Private Securities Transactions

                  ABIM Employees may engage in such transactions after having
                  obtained the prior written approval of the Chief Executive
                  Officer or the designated ABIM compliance officer. Attached as
                  Exhibit A is a copy of the general policy and the appropriate
                  form for making such request. Among the factors in considering
                  the request by a senior officer are: 1) whether the
                  opportunity is being made available to the Employee due to the
                  Employee's position within ABIM; 2) whether the transaction
                  would appear to conflict with clients' interests; and, 3)
                  whether the security being offered is an appropriate
                  investment to be made on behalf of clients.

                                       53
<PAGE>

                  Employees who received approval to engage in a private
                  securities transaction must disclose that investment in the
                  event they become involved in any subsequent consideration of
                  the issuer as a potential investment for the Funds or other
                  clients. In such circumstances, a final decision to invest on
                  behalf of clients should be made after independent review by
                  personnel with no personal interest in the issuer.

             7. Blackout Periods

                  a.  Pending Trades - Employees are prohibited from executing a
                      transaction in an Employee Related Account when ABIM
                      clients of their respective business unit have pending
                      "buy" or "sell" orders in the same security. This
                      prohibition will remain in effect until such orders are
                      executed or withdrawn.

                  d.  Fund Trades - Employees are prohibited from trading in a
                      security for a period of at least seven calendar days
                      before, and three calendar days after, any transaction
                      by a Fund Account advised by ABIM in the same security.
                      This blackout period would be inapplicable where 1) the
                      market capitalization of the security exceeded $2
                      billion; and 2) trades of the respective business unit
                      of ABIM do not exceed 10% of the daily average trading
                      volume for the prior 15 days.

                  e.  Discretionary Accounts - The Blackout Periods described
                      above do not apply to Discretionary Accounts.

             8. Outside Securities Accounts

                  a.  General

                      Except in extraordinary circumstances, ABIM prohibits the
                      maintenance of Employee Related Accounts with
                      broker/dealers outside of DBAB. The Chief Executive
                      Officer or the designated ABIM compliance officer approves
                      any requests by Employees for such accounts. If such
                      outside securities accounts are approved, ABIM must
                      receive duplicate copies of confirmations and statements.
                      Before engaging in any transactions, the Employee must
                      confirm that: i) the account has been approved; and, ii)
                      that firm has been instructed to provide duplicate
                      confirmations and statements. Attached as Exhibit B, is a
                      copy of the general policy and the appropriate form for
                      making such request. All such accounts are subject to
                      prior approval and record keeping requirements as will be
                      described below.

                  b.  Exceptions



                                       54
<PAGE>

                      ABIM has determined that the following outside accounts
                      are exempt from the prior approval requirements:

                      (i)    accounts maintained directly with an investment
                             company in which shares of open-end investment
                             companies only can be purchased; and

                      (iii)  Discretionary Accounts.

                  c.  Transfer

                      Outside accounts which are not exempt under Section 4.b.
                      must be transferred to DBAB within forty-five (45) days of
                      the Employee's hire date.

             9. Ban on Short-Term Trading Profits

                  In addition to the blackout periods noted above, and in the
                  absence of appropriate extenuating circumstances, ABIM
                  Employees are prohibited from profiting in the purchase and
                  sale, or sale and purchase, of the same (or equivalent)
                  securities within 60 calendar days. Profits realized from
                  trades within the proscribed period will be required to be
                  forfeited to the appropriate ABIM business unit. Under limited
                  and appropriate circumstances, an Employee may request an
                  exception to this restriction. Such requests may only be made
                  to the appropriate Chief Executive Officer or the designated
                  ABIM compliance officer.

            10. Outside Business Affiliations, Employment or Compensation

                  ABIM Employees may not maintain outside affiliations (e.g.
                  officer or director, governor, trustee, etc.) without the
                  prior written approval of the appropriate senior officer of
                  their respective business units. Attached as Exhibit C is a
                  copy of the general policy and the appropriate form for making
                  such request. Service on Boards of publicly traded companies
                  should be limited to a small number of instances. However,
                  such service may be undertaken based upon a determination that
                  these activities are consistent with the interest of ABIM and
                  its clients. Employees serving as directors will not be
                  permitted to participate in the process of making investment
                  decisions on behalf of clients which involve the subject
                  company.

            11. Gifts

                  ABIM restricts the making or receiving of gifts and gratuities
                  to ensure the highest standards of employee integrity and
                  conduct, and to ensure compliance with rules of the various
                  self-regulatory organizations. ABIM Employees are expected to
                  report and receive prior approval for any such gifts or
                  gratuities,



                                       55
<PAGE>

                  except for gifts of de minimis value. De minimis is defined as
                  the annual receipt of gifts from the same source valued at
                  $100 or less.




























                                       56
<PAGE>

         B.  Procedures for Personal Investing

             2.  Transaction Approval

                    All ABIM Employees must receive prior approval of personal
                    securities transactions in Employee Related Accounts. All
                    prior approval requests must be made in writing to the
                    appropriate person designated for such approvals. Approvals
                    of transactions are good for the day they are given and must
                    be reinstated the next day if not executed or withdrawn.
                    Attached, as Exhibit D is a copy of the Personal Securities
                    Transaction Approval Form to be completed by ABIM Employees.
                    Only after receiving approval may the ABIM Employees contact
                    their registered representative to enter the order.

                    Requests for approval of trades by ABIM Employees (and the
                    accompanying approval form) are to be directed to the Chief
                    Executive Officer, or his designee, and a copy of the
                    completed form will be maintained centrally at ABIM.

                    ABIM has determined that certain securities transactions are
                    exempt from the prior approval requirements as follows:

                    o    Trading activity in Discretionary Accounts;

                    o    Shares of open-end investment companies registered
                         under the Investment Company Act of 1940;

                    o    Shares purchased under an issuer sponsored dividend
                         reinvestment program;

                    o    Purchases and sales of securities issued or
                         guaranteed by the U.S. government or its agencies
                         and bank certificates of deposit;

                    o    To the extent acquired from the issuer, purchases
                         effected upon the exercise of rights issued pro rata
                         to holders of a class of securities; and

                    o    Securities purchased under an employer sponsored
                         stock purchase plan or upon the exercise of employee
                         stock options. Any sale of securities acquired
                         pursuant to the exercise of employee stock options
                         remains subject to the pre-clearance procedures.



                                       57
<PAGE>
              2. Records of Securities Transactions

                 a.  General

                     Each ABIM Employee is responsible for confirming that all
                     Employee Related Accounts are set up in such a way that
                     designated supervisory personnel receive records of
                     securities transactions as follows:

                     (ii)   In the case of accounts maintained at DBAB, a report
                            system (the Firm Insider Trade Report System) has
                            been developed which will provide designated
                            supervisory personnel a weekly summary report of
                            securities transactions in Employee Related
                            Accounts. At the time an account is approved,
                            Employees must provide the account name and number
                            to the person in their respective business unit
                            responsible for maintaining the report system.

                     (ii)   In the case of outside securities accounts, ABIM
                            must receive duplicate copies of confirmations and
                            statements. Before engaging in any transactions, the
                            Employee must confirm that: i) the account has been
                            approved; and, ii) that firm has been instructed to
                            provide duplicate confirmations and statements.

                 b.  Exemptions

                     (ii)   Accounts maintained directly with an investment
                            company in which shares of open-end investment
                            companies only can be purchased are exempt from the
                            records requirements, provided that the requisite
                            information regarding the account is disclosed in
                            the Employee's Initial Holdings Report and Annual
                            Holdings Report, as described in paragraph 4.a.
                            below.

                     (ii)   Discretionary Accounts are exempt from the records
                            requirements, provided that the requisite
                            information regarding the account is disclosed as
                            described in paragraph 4.b. below.


              3. Post-Trade Monitoring

         ABIM supervisory personnel will conduct periodic reviews of the trading
         activities of ABIM Employees to monitor compliance with these
         procedures so as to ensure that the interests of ABIM and its clients
         are not compromised.


                                       58
<PAGE>

              8. Certification/Disclosure of Accounts and Holdings

                 a.  Employee Related Accounts

         All ABIM Employees will, at time of hire and annually thereafter, be
         provided with a copy of these policies and procedures and will be
         requested to certify annually that they have read and understand them.

                     (i)    Initial Holdings Report

                            Within 10 days of the Employee's hire date, each
                            Employee shall make an Initial Holdings Report in
                            the form of Exhibit E.

                     (ii)   Annual Holdings Report

                            On an annual basis, each Employee shall make an
                            Annual Holdings Report in the form of Exhibit F. The
                            Annual Holdings Report shall contain information
                            which is current as of a date which is no more than
                            30 days before the report is submitted.

                 b.  Discretionary Accounts

                     Each ABIM Employee with an outside Discretionary Account
                     will, at the time of hire and annually thereafter, provide
                     Chief Executive Officer or the designated ABIM compliance
                     officer with a certification from their investment manager,
                     trustee or outside bank, as applicable, as to the
                     discretionary status of the account. The certification form
                     is attached as Exhibit G.

                 C.  Sanctions

                     Persons violating the provisions of these Personal Trading
                     Policies and Procedures may be subject to the following
                     sanctions:

                     When a violation occurs, a committee consisting of ABIM
                     senior management will review the violation. The committee
                     will determine appropriate sanctions, which may include
                     (but are not limited to) a letter of censure, monetary
                     penalties, restrictions on the violator's personal
                     securities transactions, unwinding of the transaction and
                     disgorgement of profits and suspension or termination of
                     employment.

                     The proceeds of any monetary penalties recovered in
                     connection with the sanctions described above shall be
                     donated to the United Way.


                                       59
<PAGE>

                                                                       EXHIBIT A


                         PRIVATE SECURITIES TRANSACTIONS


         Private Securities Transactions are those which are not transacted
through a brokerage firm and/or not reflected on records of accounts maintained
at such brokerage firms. ABIM Employees and members of their immediate family
may not purchase or sell any security (except those exempt under these Personal
Securities Policies and Procedures) in a private securities transaction unless
the Employee has received the prior written approval of the senior officer of
their respective business unit. Requests for approval must be made on the
Request for Approval of Private Securities Transaction Form (a copy of which is
provided with this Code).

         The definition of a private securities transaction should be construed
broadly. Any questions regarding such transactions should be directed to the
senior officer of the respective business unit.





            PLEASE SEE THE REQUEST FOR APPROVAL OF PRIVATE SECURITIES
                TRANSACTION FORM BEGINNING ON THE FOLLOWING PAGE





















                                       60

<PAGE>


                             REQUEST FOR APPROVAL OF
                         PRIVATE SECURITIES TRANSACTION

To: J. Dorsey Brown, III (Chief Executive Officer)

The undersigned requests approval of the following securities transaction:

Issuer:

Is Issuer a publicly traded company?        Yes               No
                                                ----------       ----------

Buy:                Sell:                   Anticipated Date of Transaction:
     ----------           ----------

Description of Securities:


Number of Shares/Units:                                         Cost/Proceeds
                        ------------------------------------

Name of person from whom I propose to purchase or to whom I propose to sell:


Is this person a client of the Firm?        Yes               No
                                                ----------       ----------

If yes, what is nature of the client relationship between that person and
the firm?


To your knowledge, is this investment being offered to others?  Yes      No
                                                                   -----   -----

Are you providing any service or advice to this Issuer? Yes           No
                                                            -------      -------

If yes, please describe the service or advice:





                                            (Name of Person Requesting Approval)


------------------------
(Date)                                       (Signature)
--------------------------------------------------------------------------------


                                       61
<PAGE>

                                IMPORTANT NOTICE
         IT IS THE FIRM'S POLICY THAT EMPLOYEES MAY NOT SOLICIT OR RECOMMEND TO
ANY CLIENT OF THE FIRM THE PURCHASE OF ANY SECURITY UNLESS SUCH PURCHASE IS MADE
THROUGH THE FIRM. MOREOVER, THE RECEIPT BY ANY EMPLOYEE OF A "FINDER'S FEE" OR
OTHER COMPENSATION FROM A PERSON OR COMPANY UNRELATED TO THE FIRM FOR REFERRALS
OF PROSPECTIVE INVESTORS IS PROHIBITED.

To: J. Dorsey Brown, III, Chief Executive Officer

         I have reviewed and approved this request for permission to engage in
the private securities transaction described. In connection with this request, I
have the following comments:



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

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


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

                                           J. Dorsey Brown, III
                                    ----------------------------------
                                    (Name of Branch/Department Manager)

-------------------                 --------------------------------------------
(Date)                              (Signature of Branch/Department Manager)

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


To:                                                 (Person Requesting Approval)
    ------------------------------------------------

         Your request for permission to engage in the private securities
transaction described on the front of this form has been approved. If any of the
details of that transaction change, please advise Mutual Funds Compliance before
the transaction is completed.




-----------------------------
(Date)                             J. Dorsey Brown, III, Chief Executive Officer


                                       62
<PAGE>



C. EXHIBIT B



                           OUTSIDE SECURITIES ACCOUNTS


         It is the Firm's policy that all Employee Related Accounts be
maintained at DBAB. Such accounts may be maintained at outside firms only in
extraordinary circumstances. Any such requests for an outside securities account
must be made in writing on a Request for Approval of an Outside Brokerage
Account Form (a copy of which is provided with these procedures) and approved in
advance by the appropriate senior officer of the respective business unit.
Approval will be granted only if:

        [X] The other firm offers products of services not available through
            DBAB; or,
        [X] Other extenuating needs or circumstances exist and are demonstrated.





            PLEASE SEE THE REQUEST FOR APPROVAL OF OUTSIDE BROKERAGE
                  ACCOUNT FORM BEGINNING ON THE FOLLOWING PAGE


                                       63
<PAGE>



              REQUEST FOR APPROVAL OF AN OUTSIDE BROKERAGE ACCOUNT

To: J. Dorsey Brown, III                  From:
    ----------------------------               ---------------------------------
    Branch/Department Manager

The undersigned requests approval to maintain the outside brokerage account
described below.

Name & Address
                  --------------------------------------------------------------
of Broker Dealer
                  --------------------------------------------------------------

Investment Representative for A/C:
                                    --------------------------------------------

A/C #:                                      A/C Title:
        ----------------------------                    ------------------------

Reason for Request:
                     -----------------------------------------------------------

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

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

I understand that if my request is approved, I must:

         3)  Comply with the Firm's procedures requiring prior approval by my
             supervisor of All transactions in this account; and

         4)  Make the necessary arrangements for my supervisor to receive
             duplicate confirmations and monthly statements for this account.


------------------------------------   -----------------------------------------
(Name of Person Requesting Approval)   (Signature of Person Requesting Approval)

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

To:      Mutual Funds Compliance                     Date:
                                                           ---------------------

         I have reviewed and approved this request for the above outside
brokerage account.


-----------------------------------     ----------------------------------------
(Name of Branch/Department Manager)     (Signature of Branch/Department Manager)


                                       64
<PAGE>


                                                                       EXHIBIT C
                         OUTSIDE BUSINESS AFFILIATIONS,
                           EMPLOYMENT AND COMPENSATION

General Policy

         No ABIM Employee may maintain outside affiliations (directorships,
governorships or trusteeships) with business organizations, outside employment
or receive compensation from any source, without the prior approval of the Chief
Executive Officer or the designated ABIM compliance officer. In addition, some
instances may require approval by the New York Stock Exchange as well. Requests
for approval must be made on the Outside Business Affiliation, Employment or
Compensation Form (a copy of which is provided with these procedures).
Termination of such affiliations must also be reported.


Service on Board of Eleemosynary Organizations

         ABIM Employees are encouraged not only to provide monetary support to
charitable and civic organizations in their communities, but also to be generous
with their time and effort. ABIM is justifiably proud that many Employees serve
as officers, directors, trustees or fund-raisers for numerous eleemosynary
organizations.

         From time to time, such organizations may need to procure, either
directly or indirectly, brokerage or investment management services that DBAB
provides, and the Employee associated with such an organization may expect
either to provide those services on behalf of DBAB, or be compensated by DBAB as
a result of the use of these services, or to be directed business by an
unrelated service provider recommended by the Employee to that organization.

         For the benefit of the eleemosynary organization, DBAB and the ABIM
Employee associated with the eleemosynary organization, the following guidelines
apply whenever DBAB is providing or is expected to provide services, directly or
indirectly, to the organization with which the employee is associated:

         5.  The Employee must disclose his or her employment by ABIM; and,
         6.  If the Employee expects to be compensated by DBAB in connection
             with or as a result of, the services provided by DBAB or an
             unrelated service provider recommended by the Employee, the
             Employee must disclose this fact; and,
         7.  If the Employee is a member of the body which decides whether to
             employ DBAB, the Employee must abstain from participating in the
             selection of the service provider; and,
         8.  All of the foregoing must be memorialized in writing to the
             appropriate officer of the board of the eleemosynary organization
             or in the minutes of the applicable meeting(s) of the governing
             body at which the selection of the service provider is made.


                                       65
<PAGE>

            PLEASE SEE THE APPROVAL OF OUTSIDE BUSINESS AFFILIATION,
             EMPLOYMENT OR COMPENSATION FORM ON THE FOLLOWING PAGE




















                                       66
<PAGE>



            OUTSIDE BUSINESS AFFILIATION, EMPLOYMENT OR COMPENSATION


FIRM POLICY

         No Employee may maintain any outside affiliations (e.g. officer or
director, governor, or trustee etc.) with any business organization, outside
employment, or receive compensation from any source without prior approval of
the individual's Branch/Department Manager and Mutual Funds Compliance.

         Outside affiliation relationships with non-business organizations (e.g.
church, civic organization, etc.) do not require prior approval unless the
Employee wants to establish and handle an account for the organization.
Generally, Employee's may not serve as trustee for any such accounts while they
also serve as IR.

         Please provide the information requested below, sign on the back, and
submit the form to you Branch/Department Manager for approval. You will be
informed if approval is granted.

1.  Employee Name:
                  --------------------------------------------------------------

7.  Organization with which you wish to become affiliated, or organization or
    person by whom you wish to be employed or compensated:

    h.       Name:
                  --------------------------------------------------------------

    i.       Address:
                     -----------------------------------------------------------

    j.       Nature of Business:
                                ------------------------------------------------

    k.       Does the organization have publicly traded securities?
                                                                   -------------

    l.       If so, where are they traded?
                                          --------------------------------------

    m.       Does the organization have a brokerage account at the Firm?
                                                                        --------

    n.       If so, what is the account number and who is the IR?
                                                                 ---------------

8.  State the nature of your proposed affiliation or employment, or the nature
    of the services for which you will be compensated, and briefly
    describe your duties:
                         -------------------------------------------------------

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

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

9.   On what date will your proposed affiliation, employment or compensation
     begin?
           ----------------


                                       67
<PAGE>

10.a. Will you be compensated?
                              --------------------------------------------------
   b. If so, how much?
                      ----------------------------------------------------------

11.   State the nature and extent of your financial interest, if any, in
      the organization:
                       ---------------------------------------------------------

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

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

7.   State the amount of time you will devote to the organization's business and
     indicate whether you will devote any time to the organization's business
     during normal working hours:

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

8.   State the reasons why you have been asked to become affiliated with the
     organization (social contact, knowledge of the industry, etc.)
                                                                   -------------

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

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

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

To:   J. Dorsey Brown, III                       (Chief Executive Officer)
   -----------------------------------------------

         The undersigned requests approval of the outside business affiliation,
employment or compensation described on the reverse side of this request.


                                       -----------------------------------------
                                       (Name of Person Requesting Approval)


--------------                         -----------------------------------------
(Date)                                 (Signature of Person Requesting Approval)
--------------------------------------------------------------------------------


To: Mutual Funds Compliance

         I have reviewed and approved this request for the outside business
affiliation, employment or compensation described on the reverse side of this
request. In connection with this request, I have the following comments:
                                                                        --------

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

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


                                        ----------------------------------------
                                        (Name of Branch/Department Manager)


--------------------                    ----------------------------------------
(Date)                                  (Signature of Branch/Department Manager)

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

                                       68


<PAGE>

To:                                                 (Person Requesting Approval)
    ----------------------------------------------

         The outside business affiliation, employment or compensation described
on the reverse side of this request has been approved. Please advise your
Manager and the Legal/Compliance Department in writing if any of the information
on the reverse side of this request changes materially.


--------------                                         -------------------------
(Date)                                                 (Mutual Funds Compliance)


                                       69
<PAGE>


VI.                                                                    EXHIBIT D
--------------------------------------------------------------------------------

                     ABIM EMPLOYEE TRANSACTION APPROVAL FORM
--------------------------------------------------------------------------------

         EMPLOYEE NAME

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

         NAME OF SECURITY

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

    BUY or SELL/ # OF SHARES

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

          TRADE DATE

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

           ACCOUNT #

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

       BROKER / BROKERAGE

--------------------------------------------------------------------------------
Are you aware of any fund trades of the securities named above in the past 3
days or of the intention of any fund manager to trade the securities named above
within the next 7 days?    [ ] YES       [ ] NO

If the transaction described above is a purchase, does it involve the
acquisition of shares of an issuer in an initial public offering? [ ] YES [ ] NO
(Purchases of shares of an issuer in an initial public offering are prohibited.)

If the transaction described above is a transaction for profit, have you held
your position in the securities for more than 60 days?    [ ] YES    [ ] NO
(If transaction is for profit, position must be held a minimum of sixty (60)
days prior to sale.)

                                              Approval
                                                      --------------------------



--------------------------------------------------------------------------------
                       FOR COMPLIANCE DEPARTMENT USE ONLY

-Market cap:  ____ over $2 billion   ____ under $2 billion
-Fund trades do not exceed 10% of Issuer's average daily trading volume for
 last 15 days: ____ yes   ____ no
-Blackout period applies:  ____ yes  ____ no

                                                                  _____ Initials

                                       70
<PAGE>



VII.
                                                                       EXHIBIT E
--------------------------------------------------------------------------------

                        ALEX. BROWN INVESTMENT MANAGEMENT
                             INITIAL HOLDINGS REPORT

Name of Reporting Person:
                         -------------------------------------------------------
Date Person Became an Access Person:
                                     -------------------------------------------
Information in Report Dated As Of:
                                   ---------------------------------------------
Date Report Due (within 10 days of becoming an Access Person):
                                                               -----------------
Date Report Submitted:
                       ---------------------------------------------------------

                               Securities Holdings

--------------------------------------------------------------------------------
Name of Issuer and Title of Security      Principal Amount, Maturity Date and
                                             Interest Rate (if applicable)
------------------------------------- ------------------------------------------

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

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

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

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

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

If you have no securities holdings to report, please check here:
                                                                ----------------

If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue:
                                                  ------------------------------

Securities Accounts

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

     Name of Broker, Dealer or Bank               Name(s) and Type of Account
------------------------------------------- ------------------------------------

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
If you have no securities accounts to report, please check here:
                                                                ----------------
I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex. Brown
Investment Management.

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


<PAGE>




VIII.                                                                  EXHIBIT F
--------------------------------------------------------------------------------


Name of Reporting Person:
                         -------------------------------------------------------
Information in Report Dated as have (no more than 30 days before date report
is submitted):
              ------------------------------------------------------------------
Date Report Due:
                 ---------------------------------------------------------------
Date Report Submitted:
                       ---------------------------------------------------------
Year Ended:
            --------------------------------------------------------------------

                               Securities Holdings

--------------------------------------------------------------------------------
                                           Principal Amount, Maturity Date and
Name of Issuer and Title of Security          Interest Rate (if applicable)
------------------------------------- ------------------------------------------

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

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

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

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

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

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

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

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

If you have no securities holdings to report for the year, please
check here:
           --------------------

If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue:
                                                 -------------------------------
Securities Accounts
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------

                                     Date Account Was
 Name of Broker, Dealer or Bank        Established       Name(s) and Type of Account
<S>                                  <C>                 <C>
-------------------------------- --------------------- -----------------------------

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

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

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

------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report for the year, please
check here:
           -----------------------

I certify that I have included on this report all securities holdings and
accounts required to be reported pursuant to the Code of Ethics of Alex. Brown
Investment Management.

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


<PAGE>


                                                                       EXHIBIT G

                    DISCRETIONARY ACCOUNT CERTIFICATION FORM



         I, ____________________ hereby certify that I am a representative of
the investment manager, trustee or outside bank at which the account described
below is maintained:



ACCOUNT NAME: _____________________________________________

ACCOUNT NUMBER: ___________________________________________

FIRM AT WHICH
MAINTAINED:   _____________________________________________

BENEFICIARY(IES): _________________________________________



         I further certify that neither the Beneficiary named above nor any
close relative of the Beneficiary exercises investment discretion over the
account, participates in investment decisions with respect to the account or is
informed in advance of transactions in the account.


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(Signature)


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(Name)


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(Title)



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