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Supplement dated September 1, 1997
to the following Prospectuses:
Flag Investors Equity Partners Fund, Inc.
(Class A) dated October 1, 1996
Flag Investors Equity Partners Fund, Inc.
(Class B) dated October 1, 1996
Flag Investors Equity Partners Fund, Inc.
(Institutional Shares) dated October 1, 1996
The following information updates and supersedes the information
contained in each Prospectus of the Flag Investors Equity Partners Fund, Inc.
(the "Fund"):
On September 1, 1997, Alex. Brown Incorporated ("Alex. Brown") and
Bankers Trust New York Corporation ("Bankers Trust") consummated an Agreement
and Plan of Merger (the "Merger") under which Alex. Brown merged with and into a
subsidiary of Bankers Trust. Pursuant to the Merger, Investment Company Capital
Corp. ("ICC"), the Fund's investment advisor, and Alex. Brown Investment
Management ("ABIM"), the Fund's sub-advisor, each became indirect subsidiaries
of Bankers Trust. At a Special Meeting of Shareholders of the Fund ("Special
Meeting") held on August 14, 1997, shareholders of the Fund approved a new
investment advisory agreement and a new sub-advisory agreement pursuant to which
ICC and ABIM, respectively, will continue to provide services to the Fund under
substantially the same terms as before.
Alex. Brown & Sons Incorporated, formerly the Fund's distributor, will
continue business operations after the Merger as part of BT Alex. Brown
Incorporated, a renamed Bankers Trust subsidiary. In that capacity it will
continue to provide shareholder services to its customers who are shareholders
of the Fund. However, to comply with applicable banking regulations, the Fund
has engaged ICC Distributors, Inc. ("ICC Distributors") to provide distribution
services to the Fund. ICC Distributors is not affiliated with ICC or ABIM. The
principal business address of ICC Distributors is P.O. Box 7558, Portland, Maine
04101.
In addition, the Board has approved Bankers Trust Company, a subsidiary
of Bankers Trust and an affiliate of the Fund, as the Fund's custodian and it is
currently anticipated that Bankers Trust Company will provide custodial services
to the Fund effective September 22, 1997.
At the Special Meeting, the following Directors were elected to the
Fund's Board of Directors:
Truman T. Semans James J. Cunnane
Richard T. Hale John F. Kroeger
Louis E. Levy Eugene J. McDonald
Rebecca W. Rimel Carl W. Vogt, Esq.
In addition, effective September 1, 1997 certain changes in the Fund's
officers were effected primarily for the purpose of complying with bank
regulatory requirements. Harry Woolf has been appointed President of the Fund
and Amy M. Olmert has been appointed Secretary of the Fund. Lee S. Owen has
resigned as President of the Fund, but continues in his role as portfolio
manager. In addition, J. Dorsey Brown, III has resigned as Executive Vice
President of the Fund, Hobart C. Buppert, II, Bruce E. Behrens, Edward J.
Veilleux, and Gary V. Fearnow have resigned as Vice Presidents of the Fund, and
Scott J. Liotta has resigned as Vice President and Secretary of the Fund.
