FLAG INVESTORS EQUITY PARTNERS FUND INC
497, 2000-01-18
Previous: BTG INC /VA/, SC 13G/A, 2000-01-18
Next: AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CLA 3 SUB ACCT, 497, 2000-01-18



<PAGE>

                              (FLAG INVESTORS LOGO)



EQUITY PARTNERS FUND, INC.
(Class A, Class B, and Class C Shares)

Prospectus & Application
October 1, 1999, as supplemented
through January 18, 2000



The Securities and Exchange Commission has neither approved nor disapproved
these securities nor has it passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.


<PAGE>


This mutual fund (the "Fund") seeks to achieve long-term growth of capital and,
secondarily, current income by investing primarily in a diversified portfolio of
common stocks.

The Fund offers shares through securities dealers and through financial
institutions that act as shareholder servicing agents. You may also buy shares
through the Fund's Transfer Agent. This Prospectus describes Flag Investors
Class A Shares ("Class A Shares"), Flag Investors Class B Shares ("Class B
Shares"), and Flag Investors Class C Shares ("Class C Shares") of the Fund.
These separate classes give you a choice of sales charges and fund expenses.
(Refer to the section on sales charges and the attached Application.)

TABLE OF CONTENTS
- -----------------

Investment Summary .................................................1
Fees and Expenses of the Fund ......................................2
Investment Program .................................................3
The Fund's Net Asset Value .........................................4
How to Buy Shares ..................................................4
How to Redeem Shares ...............................................5
Telephone Transactions .............................................6
Sales Charges ......................................................6
How to Choose the Class
   That Is Right for You ...........................................8
Dividends and Taxes ................................................9
Investment Advisor and Sub-Advisor .................................9
Financial Highlights ..............................................11
Application ......................................................A-1



Flag Investors Funds
P.O. Box 515
Baltimore, MD 21203





<PAGE>

INVESTMENT SUMMARY
- -------------------------------------------------------------------------------

Objective and Strategies

      The Fund seeks to achieve long-term growth of capital and, secondarily,
current income by investing primarily in a diversified portfolio of common
stocks.

      The Fund's investment advisor and sub-advisor (the "Advisors") use a
"flexible value" approach in choosing securities. With this approach, they try
to find securities that are undervalued in the marketplace based on such
characteristics as earnings, dividends, cash flow or asset values. In
evaluating a security's potential, they also consider other factors such as
earnings growth, industry position and the strength of management. The
Advisors' strategy gives them flexibility in selecting portfolio companies,
which include traditional value stocks as well as high growth rate companies.
While the Fund does not limit its investments to issuers in a particular
capitalization range, the Advisors currently focus on securities of larger
companies.

Risk Profile

      The Fund is best suited for investors who are willing to accept the risks
and uncertainties of the stock markets in the hope of achieving above-average
long-term capital appreciation.

      General Stock Risk. The value of an investment in the Fund will vary from
day to day based on changes in the prices of the securities the Fund holds. The
prices of common stocks purchased by the Fund will fluctuate based upon
investor perceptions of the economy, the markets and the companies represented
in the Fund's portfolio.

      Style Risk. As with any investment strategy, the "flexible value"
strategy used in managing the Fund's portfolio will, at times, perform better
than or worse than other investment styles and the overall market. If the
Advisors overestimate the value or return potential of one or more common
stocks, the Fund may underperform the general equity market.

      If you invest in the Fund, you could lose money. An investment in the
Fund is not a bank deposit and is not guaranteed by the FDIC or any other
government agency.

Fund Performance

      The following bar chart and table show the performance of the Fund both
year-by-year and as an average over different periods of time. The variability
of performance over time provides an indication of the risks of investing in
the Fund. This is an historical record and does not necessarily indicate how
the Fund will perform in the future.

                          1996      28.62%
                          1997      24.49%
                          1998      25.3%

- -----------
* The bar chart does not reflect sales charges. If it did, returns would be
  less than those shown. For the period from December 31, 1998 through June
  30, 1999, the year-to-date return for Class A Shares was 15.50%.

     During the 3-year period shown in the bar chart, the highest return for a
quarter was 29.97% (quarter ended 12/31/98) and the lowest return for a quarter
was (0.65)% (quarter ended 6/30/98).

                                                                               1

<PAGE>

Average Annual Total Return (for periods ended December 31, 1998)

<TABLE>
<CAPTION>
                                     Class A Shares(1)                Class B Shares(1)         S&P 500(2)
                                     -----------------                -----------------         ----------
<S>                                 <C>                              <C>                              <C>
Past One Year ............          19.67%                           20.36%                      28.58%
Since Inception ..........          22.58% (2/13/95)                 22.87% (2/13/95)            30.36%(3)
</TABLE>

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

(1)  These figures assume the reinvestment of dividends and capital gains
     distributions and include the impact of the maximum sales charges which
     increased on January 18, 2000.
(2)  The Standard & Poor's 500 Index is an unmanaged index that is a widely
     recognized benchmark of general equity market performance. The index does
     not factor in the costs of buying, selling and holding securities--costs
     which are reflected in the Fund's results.
(3)  For the period from 1/31/95 through 12/31/98.

     No performance information is provided for the Class C Shares because they
had not been offered for a full year at December 31, 1998. However, performance
of the Class C Shares is similar to that of the Fund's other classes and
differs only to the extent that Class C Shares do not have the same expenses.


FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------
     This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.



<TABLE>
<CAPTION>
                                                                       Class A             Class B             Class C
                                                                        Shares              Shares             Shares
                                                                       Initial             Deferred           Deferred
Shareholder Fees:                                                    Sales Charge        Sales Charge       Sales Charge
 (fees paid directly from your investment)                           Alternative         Alternative         Alternative
                                                                     -----------         -----------         -----------
<S>                                                               <C>                 <C>                 <C>
Maximum Sales Charge (Load) Imposed on Purchases
 (as a percentage of offering price) ..........................         5.50%*               None               None
Maximum Deferred Sales Charge (Load)
 (as a percentage of original purchase price or redemption
 proceeds, whichever is lower) ................................         1.00%*              5.00%**            1.00%***
Maximum Sales Charge (Load) Imposed on
 Reinvested Dividends .........................................          None                None               None
Redemption Fee ................................................          None                None               None
Exchange Fee ..................................................          None                None               None

Annual Fund Operating Expenses:
 (expenses that are deducted from Fund assets)
Management Fees ...............................................         0.77%               0.77%              0.77%
Distribution and/or Service (12b-1) Fees ......................         0.25%               0.75%              0.75%
Other Expenses (including a 0.25% shareholder servicing fee for
 Class B and Class C Shares) ..................................         0.14%****           0.39%****          0.39%****
                                                                        -----               -----             ------
Total Annual Fund Operating Expenses ..........................         1.16%               1.91%              1.91%
                                                                        =====               =====              =====
</TABLE>

- -----------
*    You will pay no sales charge on purchases of $1 million or more of Class A
     Shares but, unless you are otherwise eligible for a sales charge waiver or
     reduction, you may pay a contingent deferred sales charge when you redeem
     your shares. (See "Sales Charges -- Redemption Price.")
**   Contingent deferred sales charges decline over time and reach zero after
     six years. After seven years, Class B Shares convert automatically to Class
     A Shares. (See "Sales Charges" and "How to Choose the Class That Is Right
     for You.")
***  You will be required to pay a contingent deferred sales charge if you
     redeem your Class C Shares within one year after purchase. (See "Sales
     Charges -- Redemption Price.")
**** A portion of the shareholder servicing fee is allocated to your securities
     dealer and qualified banks for services provided and expenses incurred in
     maintaining your account, responding to your inquiries, and providing you
     with information about your investment.

2

<PAGE>

Example:

     This Example is intended to help you compare the cost of investing in each
class of the Fund with the cost of investing in other mutual funds.

     The Example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:


<TABLE>
<CAPTION>
                                                                             1 year     3 years     5 years     10 years
                                                                            --------   ---------   ---------   ---------
<S>                                                                           <C>        <C>         <C>         <C>
Class A Shares ............................................................   $660       $892        $1,143      $1,860
Class B Shares ............................................................   $694       $900        $1,232      $1,943
Class C Shares ............................................................   $294       $600        $1,032      $2,247

You would pay the following expenses if you did not redeem your shares:

Class A Shares ............................................................   $660       $892        $1,143      $1,860
Class B Shares ............................................................   $194       $600        $1,032      $1,943
Class C Shares ............................................................   $194       $600        $1,032      $2,247
</TABLE>

     Federal regulations require that the table above reflect the maximum sales
charge. However, you may qualify for reduced sales charges or no sales charge
at all. (Refer to the section on sales charges.) If you hold your shares for a
long time, the combination of the initial sales charge you paid and the
recurring 12b-1 fees may exceed the maximum sales charges permitted by the
Conduct Rules of the National Association of Securities Dealers, Inc.

INVESTMENT PROGRAM
- --------------------------------------------------------------------------------

Investment Objective, Policies and Risk Considerations

      The Fund seeks to achieve long-term growth of capital and, secondarily,
current income by investing primarily in a diversified portfolio of common
stocks.

      The Advisors are responsible for managing the Fund's investments. (Refer
to the section on Investment Advisor and Sub-Advisor.) In selecting equity
investments for the Fund, the Advisors use a "flexible value" approach. With
this approach, they try to find common stocks that are undervalued in the
marketplace based on such characteristics as earnings, cash flow, or asset
values. In evaluating a stock's potential, they also consider other factors
such as earnings growth, industry position and the strength of management. The
Advisors' strategy gives them flexibility to purchase traditional value stocks
as well as the stocks of high growth rate companies. While the Fund does not
limit its investments to issuers in a particular capitalization range, the
Advisors currently focus on securities of larger companies.

      An investment in the Fund involves risk. Over time, common stocks have
shown greater potential for growth than other types of securities, but in the
short run stocks can be more volatile than other types of securities. Stock
prices are sensitive to developments affecting particular companies and to
general economic conditions that affect particular industry sectors or the
securities markets as a whole. No one can predict how the markets will behave
in the future. As with any investment approach, the Advisors' "flexible value"
strategy will, at times, perform better than or worse than other investment
styles and the overall market. If the Advisors overestimate the value or return
potential of one or more common stocks, the Fund may underperform the general
equity market. There can be no guarantee that the Fund will achieve its goals.

      To reduce the Fund's risk, the Advisors may make temporary defensive
investments in high quality, short-term money market instruments and U.S.
Government obligations. While engaged in a temporary defensive strategy, the
Fund may not achieve its investment objective. The Advisors would follow such a
strategy only if they believed the risk of loss outweighed the opportunity for
gain.

Year 2000 Issues

      The Fund depends on the smooth functioning of computer systems in almost
every aspect of its business. The Fund could be adversely affected if the
computer systems used by its service providers do not properly process dates
after January 1, 2000 and do not distinguish between the year 2000 and the year
1900. The Fund has asked its service providers whether they expect to have
their computer systems adjusted for the year 2000 transition and has received

                                                                               3
<PAGE>

assurances from each that its system is expected to accommodate the year 2000
without material adverse consequences to the Fund. The Fund and its
shareholders may experience losses if these assurances prove to be incorrect or
if issuers of portfolio securities or third parties, such as custodians, banks,
broker-dealers, or others, with which the Fund does business experience
difficulties as a result of year 2000 issues.

THE FUND'S NET ASSET VALUE
- --------------------------------------------------------------------------------
      The price you pay when you buy shares or receive when you redeem shares
is based on the Fund's net asset value per share. When you buy Class A Shares,
the price you pay may be increased by a sales charge. When you redeem any class
of shares, the amount you receive may be reduced by a sales charge. Read the
section on sales charges for details on how and when these charges may or may
not be imposed.

      The net asset value per share of the Fund is determined at the close of
regular trading on the New York Stock Exchange (ordinarily 4:00 p.m. Eastern
Time) on each day the Exchange is open for business. On the day before certain
holidays are observed, the primary trading markets for the Fund may close early
and the Fund also may close early. You may call the Transfer Agent at
1-800-553-8080 for additional information about whether the Fund will close
early before a particular holiday. The net asset value is calculated by
subtracting the liabilities attributable to a class from its proportionate
share of the Fund's assets and dividing the result by the outstand-ing shares
of the class. Because the different classes have different distribution or
service fees, their net asset values may differ.

      In valuing its assets, the Fund's investments are priced at their market
value. When price quotes for a particular security are not readily available,
investments are priced at their "fair value" using procedures approved by the
Fund's Board of Directors.

      You may buy or redeem shares on any day the New York Stock Exchange is
open for business (a "Business Day"). If your order is entered before the net
asset value per share is determined for that day, the price you pay or receive
will be based on that day's net asset value per share. If your order is entered
after the net asset value per share is determined for that day or after the
Fund has closed early before a holiday, the price you pay or receive will be
based on the next Business Day's net asset value per share.

      The following sections describe how to buy and redeem shares.


HOW TO BUY SHARES
- --------------------------------------------------------------------------------

      You may buy any class of the Fund's shares through your securities dealer
or through any financial institution that is authorized to act as a shareholder
servicing agent. Contact them for details on how to enter and pay for your
order. You may also buy shares by sending your check (along with a completed
Application Form) directly to the Fund. The Application Form, which includes
instructions, is attached to this Prospectus.

      You may invest in Class A Shares unless you are a defined contribution
plan with assets of $75 million or more.

      Your purchase order may not be accepted if the sale of Fund Shares has
been suspended or if it is determined that your purchase would be detrimental
to the interests of the Fund's shareholders.

Investment Minimums

      Your initial investment must be at least $2,000. Subsequent investments
must be at least $100. The following are exceptions to these minimums:

o    If you are investing in an IRA account, your initial investment may be as
     low as $1,000.

o    If you are a shareholder of any other Flag Investors fund, your initial
     investment in this Fund may be as low as $500.

o    If you are a participant in the Fund's Automatic Investing Plan, your
     initial investment may be as low as $250. If you participate in the monthly
     plan, your subsequent investments may be as low as $100. If you participate
     in the

4
<PAGE>

     quarterly plan, your subsequent investments may be as low as $250.
     Refer to the section on the Fund's Automatic Investing Plan for details.

o    There is no minimum investment requirement for qualified retirement plans
     such as 401(k), pension, or profit sharing plans.

Investing Regularly

      You may make regular investments in the Fund through any of the following
methods. If you wish to enroll in any of these programs or if you need any
additional information, complete the appropriate section of the attached
Application Form or contact your securities dealer, your servicing agent, or
the Transfer Agent.

      Automatic Investing Plan. You may elect to make a regular monthly or
quarterly investment in any class of shares. The amount you decide upon will be
withdrawn from your checking account using a pre-authorized check. When the
money is received by the Transfer Agent, it will be invested in the class of
shares selected at that day's offering price. Either you or the Fund may
discontinue your participation upon 30 days' notice.


      Dividend Reinvestment Plan. Unless you elect otherwise, all income and
capital gains distributions will be reinvested in additional Fund shares at net
asset value. You may elect to receive your distributions in cash or to have
your distributions invested in shares of other Flag Investors funds. To make
either of these elections or to terminate automatic reinvestment, complete the
appropriate section of the attached Application Form or notify the Transfer
Agent, your securities dealer, or your servicing agent at least five days
before the date on which the next dividend or distribution will be paid.


      Systematic Purchase Plan. You may also purchase any class of shares
through a Systematic Purchase Plan. Contact your securities dealer or servicing
agent for details.


HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

      You may redeem any class of the Fund's shares through your securities
dealer or servicing agent. Contact them for details on how to enter your order
and for information as to how you will be paid. If you have an account with the
Fund that is in your name, you may also redeem shares by contacting the
Transfer Agent by mail or (if you are redeeming less than $50,000) by
telephone. The Transfer Agent will mail your redemption check within seven days
after it receives your order in proper form. Refer to the section on telephone
transactions for more information on this method of redemption.

      Your securities dealer, your servicing agent or the Transfer Agent may
require the following documents before they redeem your shares:

1)   A letter of instructions specifying your account number and the number of
     shares or dollar amount you wish to redeem. The letter must be signed by
     all owners of the shares exactly as their names appear on the account.

2)   If you are redeeming more than $50,000, a guarantee of your signature. You
     can obtain one from most banks or securities dealers.

3)   Any stock certificates representing the shares you are redeeming. The
     certificates must be either properly endorsed or accompanied by a duly
     executed stock power.

4)   Any additional documents that may be required if your account is in the
     name of a corporation, partnership, trust, or fiduciary.

Other Redemption Information

      Any dividends payable on shares you redeem will be paid on the next
dividend payable date. If you have redeemed all of your shares by that time,
the dividend will be paid to you in cash whether or not that is the payment
option you have selected.

      If you redeem sufficient shares to reduce your investment to $500 or
less, the Fund has the power to redeem the remaining shares after giving you 60
days' notice. The Fund reserves the right to redeem shares in kind under
certain circumstances.

      If you own Fund Shares having a value of at least $10,000, you may
arrange to have some of your shares redeemed monthly or quarterly under the
Fund's Systematic Withdrawal Plan. Each redemption under this plan involves all
the tax and sales charge implications normally associated with Fund
redemptions. Contact your securities dealer, your servicing agent or the
Transfer Agent for information on this plan.

                                                                               5

<PAGE>

TELEPHONE TRANSACTIONS
- --------------------------------------------------------------------------------
      If your shares are in an account with the Transfer Agent, you may redeem
them in any amount up to $50,000 or exchange them for shares in another Flag
Investors fund by calling the Transfer Agent on any Business Day between the
hours of 8:30 a.m. and 5:30 p.m. (Eastern Time). You are automatically entitled
to telephone transaction privileges, but you may specifically request that no
telephone redemptions or exchanges be accepted for your account. You may make
this election when you complete the Application Form or at any time thereafter
by completing and returning documentation supplied by the Transfer Agent.

      The Fund and the Transfer Agent will employ reasonable procedures to
confirm that telephoned instructions are genuine. These procedures include
requiring you to provide certain personal identification information when you
open your account and before you effect each telephone transaction. You may be
required to provide additional telecopied instructions. If these procedures are
employed, neither the Fund nor the Transfer Agent will bear any liability for
following telephone instructions that either reasonably believes to be genuine.
Your telephone transaction request will be recorded.


      During periods of extreme economic or market changes, you may experience
difficulty in contacting the Transfer Agent by telephone. In such event, you
should make your request by mail. If you hold your shares in certificate form,
you may not exchange or redeem them by telephone.


SALES CHARGES
- --------------------------------------------------------------------------------

Purchase Price

      The price you pay to buy shares will be the Fund's offering price which
is calculated by adding any applicable sales charges to the net asset value per
share of the class you are buying. The amount of any sales charge included in
your purchase price will be according to the following schedule:

<TABLE>
<CAPTION>
                                          Class A
                                       Sales Charge
                                          as % of
                                  -------------------------
                                  Offering     Net Amount       Class B         Class C
       Amount of Purchase          Price       Invested      Sales Charge     Sales Charge
- ---------------------------------------------------------------------------------------------
<S>                               <C>          <C>            <C>              <C>
Less than    $ 50,000 .........   5.50%        5.82%              None             None
$   50,000 - $ 99,999 .........   4.50%        4.71%              None             None
$  100,000 - $249,999 .........   3.50%        3.63%              None             None
$  250,000 - $499,999 .........   2.50%        2.56%              None             None
$  500,000 - $999,999 .........   2.00%        2.04%              None             None
$1,000,000 and over ...........    None         None              None             None
- ---------------------------------------------------------------------------------------------
</TABLE>

      Although you do not pay an initial sales charge when you invest
$1,000,000 or more in Class A Shares or when you buy any amount of Class B or
Class C Shares, you may pay a sales charge when you redeem your shares. Refer
to the section on redemption price for details.

      The sales charge you pay on a purchase of Class A Shares may be reduced
under the circumstances listed below.

      Rights of Accumulation. If you are purchasing additional Class A Shares
of this Fund or Class A shares of any other Flag Investors fund or if you
already have investments in Class A shares, you may combine the value of your
purchases with the value of your existing investments to determine whether you
qualify for reduced sales charges. (For this purpose your existing investments
will be valued at the higher of cost or current value.) You may also combine
your purchases and investments with those of your spouse and your children
under the age of 21 for this purpose. You must be able to provide sufficient
information to verify that you qualify for this right of accumulation.

      Letter of Intent. If you anticipate making additional purchases of Class
A Shares over the next 13 months, you may combine the value of your current
purchase with the value of your anticipated purchases to determine whether you
qualify for a reduced sales charge. You will be required to sign a letter of
intent specifying the total value of your anticipated purchases and to
initially purchase at least 5% of the total. When you make each purchase during
the period, you will pay the sales charge applicable to their combined value.
If, at the end of the 13-month period, the total value of your purchases is
less than the amount you indicated, you will be required to pay the difference
between the sales charges you paid and the sales charges applicable to the
amount you actually did purchase. Some of the shares you own will be redeemed
to pay this difference.

      Purchases at Net Asset Value. You may buy Class A Shares without paying a
sales charge under the following circumstances:

6

<PAGE>

1)   If you are reinvesting some or all of the proceeds of a redemption of Class
     A Shares made within the prior 90 days.

2)   If you are exchanging an investment in another Flag Investors fund for an
     investment in this Fund (see "Purchases by Exchange" for a description of
     the conditions).

3)   If you are a current or retired Fund Director, a director, an employee or a
     member of the immediate family of an employee of any of the following (or
     their respective affiliates): the Fund's distributor, the Advisors or a
     broker-dealer authorized to sell shares of the Fund.

4)   If you are buying shares in any of the following types of accounts:

          (i)   A qualified retirement plan;

          (ii)  A Flag Investors fund payroll savings plan program;

          (iii) A fiduciary or advisory account with a bank, bank trust
                department, registered investment advisory company, financial
                planner or securities dealer purchasing shares on your behalf.
                To qualify for this provision you must be paying an account
                management fee for the fiduciary or advisory services. You may
                be charged an additional fee by your securities dealer or
                servicing agent if you buy shares in this manner.

Purchases by Exchange

      You may exchange Class A, B, or C Shares of any other Flag Investors fund
for an equal dollar amount of Class A, B or C Shares, respectively, without
payment of the sales charges described above or any other charge. You may not
exchange Class A shares of a Flag Investors Money Market Fund unless you
acquired those shares through a prior exchange. You may enter both your
redemption and purchase orders on the same Business Day or, if you have already
redeemed the shares of the other fund, you may enter your purchase order within
90 days of the redemption. The Fund may modify or terminate these offers of
exchange upon 60 days' notice.

      You may request an exchange through your securities dealer or servicing
agent. Contact them for details on how to enter your order. If your shares are
in an account with the Fund's Transfer Agent, you may also request an exchange
directly through the Transfer Agent by mail or by telephone.

Redemption Price

      The amount of any sales charge deducted from your redemption price will
be determined according to the following schedule.


                           Sales Charge as a Percentage of the Dollar Amount
                                           Subject to Charge
                                        (as % of Cost or Value)
                           -----------------------------------------------------
                           Class A Shares    Class B Shares    Class C Shares
  Years Since Purchase      Sales Charge      Sales Charge      Sales Charge
- --------------------------------------------------------------------------------
First ..................       1.00%*            5.00%             1.00%
Second .................       0.50%*            4.00%              None
Third ..................        None             3.00%              None
Fourth .................        None             3.00%              None
Fifth ..................        None             2.00%              None
Sixth ..................        None             1.00%              None
Thereafter .............        None              None              None
- --------------------------------------------------------------------------------

- ------------------------
* You will pay a sales charge when you redeem Class A Shares only if your
   shares were purchased at net asset value because they were part of an
   investment of $1,000,000 or more.

<PAGE>


      Determination of Sales Charge. The sales charge applicable to your
redemption is calculated in a manner that results in the lowest possible rate:

1)   No sales charge will be applied to shares you own as a result of
     reinvesting dividends or distributions.

2)   If you have purchased shares at various times, the sales charge will be
     applied first to shares you have owned for the longest period of time.

3)   If you acquired your shares through an exchange of shares of another Flag
     Investors fund, the period of time you held the original shares will be
     combined with the period of time you held the shares being redeemed to
     determine the years since purchase. If you bought your shares prior to
     January 18, 2000, you will pay the sales charge that was in effect at the
     time of your original purchase.

4)   The sales charge is applied to the lesser of the cost of the shares or
     their value at the time of your redemption.

      Waiver of Sales Charge. You may redeem shares without paying a sales
charge under any of the following circumstances:

1)   If you are exchanging your Shares for shares of another Flag Investors fund
     of the same class.

2)   If your redemption represents the minimum required distribution from an
     individual retirement account or other retirement plan.

3)   If your redemption represents a distribution from a Systematic Withdrawal
     Plan. This waiver applies only if the annual withdrawals under your Plan
     are 12% or less of your share balance.

4)   If shares are being redeemed in your account following your death or a
     determination that you are disabled. This waiver applies only under the
     following conditions:

                                                                               7

<PAGE>

     (i)  The account is registered in your name either individually, as a
          joint tenant with rights of survivorship, as a participant in
          community property, or as a minor child under the Uniform Gifts
          or Uniform Transfers to Minors Acts.

     (ii) Either you or your representative notifies your securities
          dealer, servicing agent, or the Transfer Agent that such
          circumstances exist.

5)   If you are redeeming Class A Shares, your original investment was at least
     $3,000,000 and your securities dealer has agreed to return to the Fund's
     distributor any payments received when you bought your shares.

Automatic Conversion of Class B Shares. Your Class B Shares, along with any
reinvested dividends or distributions associated with those shares, will be
automatically converted to Class A Shares seven years after your purchase. If
you purchased your shares prior to January 18, 2000, your shares will be
converted to Class A Shares six years after your purchase. This conversion will
be made on the basis of the relative net asset values of the classes and will
not be a taxable event to you.


HOW TO CHOOSE THE CLASS THAT IS RIGHT FOR YOU
- --------------------------------------------------------------------------------

      Your decision as to which class of the Fund's shares is best for you
should be based upon a number of factors including the amount of money you
intend to invest and the length of time you intend to hold your shares.

      If you choose Class A Shares, you will pay a sales charge when you buy
your shares, but the amount of the charge declines as the amount of your
investment increases. You will pay lower expenses while you hold the shares
and, except in the case of investments of $1,000,000 or more, no sales charge
if you redeem them.

      If you choose Class B Shares, you will pay no sales charge when you buy
your shares, but your annual expenses will be higher than Class A Shares. You
will pay a sales charge if you redeem your shares within six years of purchase,
but the amount of the charge declines the longer you hold your shares and, at
the end of seven years, your shares convert to Class A Shares, thus eliminating
the higher expenses.

      If you choose Class C Shares, you will pay no sales charge when you buy
your shares or if you redeem them after holding them for at least a year. On
the other hand, expenses on Class C Shares are the same as those on Class B
Shares and, since there is no conversion to Class A Shares at the end of seven
years, the higher expenses continue for as long as you own your shares.

      In general, if you intend to invest more than $50,000, your combined
sales charges and expenses are lower with Class A Shares. If you intend to
invest less than $50,000 and expect to hold your shares for more than seven
years, your combined sales charges and expenses are lower with Class B Shares.
If you intend to invest less than $50,000 and expect to hold your shares for
less than seven years, your combined sales charges and expenses are lower with
Class C Shares.

      Your securities dealer is paid a fee when you buy your shares and an
annual fee for as long as you hold your shares. For Class A and Class B Shares,
the annual fee begins when you purchase your shares. For Class C Shares, the
annual fee begins one year after you purchase your shares. The total amount of
these fees may differ depending upon which class of shares you buy.

Distribution Plans

      The Fund has adopted plans under Rule 12b-1 that allow it to pay your
securities dealer or shareholder servicing agent distribution and other fees
for the sale of its shares and for shareholder service. Class A Shares pay an
annual distribution fee equal to 0.25% of average daily net assets. Class B and
Class C Shares pay an annual distribution fee of 0.75% of average daily net
assets and an annual shareholder servicing fee of 0.25% of average daily net
assets. Because these fees are paid out of net assets on an on-going basis,
they will, over time, increase the cost of your investment and may cost you
more than paying other types of sales charges.

<PAGE>

DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------

Dividends and Distributions

      The Fund's policy is to distribute to shareholders substantially all of
its taxable net investment income in the form of semi-annual dividends and to
distribute taxable net capital gains on an annual basis.

Taxes

      The following summary is based on current tax laws, which may change.

      The Fund will distribute substantially all of its income and capital
gains. The dividends and distributions you receive are subject to federal,
state, and local taxation, depending upon your tax situation. The tax treatment
of dividends and distributions is the same whether or not you reinvest them.
Each sale or exchange of the Fund's shares is a taxable event.

      More information about taxes is in the Statement of Additional
Information. Please contact your tax advisor if you have specific questions
about federal, state, and local income taxes.

INVESTMENT ADVISOR AND SUB-ADVISOR
- --------------------------------------------------------------------------------

      Investment Company Capital Corp. ("ICC" or the "Advisor") is the Fund's
investment advisor and Alex. Brown Investment Management ("ABIM" or the "Sub-
Advisor") is the Fund's sub-advisor. ICC is also the investment advisor to other
mutual funds in the Flag Investors family of funds and Deutsche Banc Alex. Brown
Cash Reserve Fund, Inc. These funds, together with the Fund, had approximately
$10.2 billion of net assets as of August 31, 1999. ABIM is a registered
investment advisor with approximately $10.7 billion under management as of
August 31, 1999. ABIM is a limited partnership affiliated with the Advisor.
Buppert, Behrens & Owen, Inc., a company organized and owned by three employees
of ABIM, owns a 49% limited partnership interest and a 1% general partnership
interest in ABIM. Deutsche Banc Alex. Brown Incorporated owns a 1% general
partnership interest in ABIM and BT Alex. Brown Holdings, Inc. owns the
remaining 49% limited partnership interest.

      ICC is responsible for supervising and managing all of the Fund's
operations, including overseeing the performance of ABIM. ABIM is responsible
for decisions to buy and sell securities for the Fund, for broker-dealer
selection, and for negotiation of commission rates.

      As compensation for its services for the fiscal year ended May 31, 1999,
ICC received from the Fund a fee equal to 0.77% of the Fund's average daily net
assets. ICC compensates ABIM out of its advisory fee.

      The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank, AG.
Deutsche Bank is a major global banking institution that is engaged in a wide
range of financial services, including investment man-agement, mutual funds,
retail and commercial banking, investment banking and insurance.

      The Advisor was formerly an indirect subsidiary of Bankers Trust
Corporation. It became an indirect subsidiary of Deutsche Bank as a result of
Bankers Trust Corporation's merger with Deutsche Bank on June 4, 1999. Because
this merger resulted in a change of control of the Advisor, the shareholders
were asked to approve a new investment advisory agreement between the fund and
ICC and a new sub-advisory agreement among the Fund, ICC and ABIM. Under these
agreements, the services provided to the Fund by the Advisors are the same as
the services provided under the agreements in effect when the Advisor was a
subsidiary of Bankers Trust. The agreements were approved at a Special Meeting
of shareholders held on October 7, 1999.

      On March 11, 1999, Bankers Trust Company ("Bankers Trust"), a separate
subsidiary of Bankers Trust Corporation, announced that it had reached an
agreement with the United States Attorney's Office in the Southern District of
New York to resolve an investigation concerning inappropriate transfers of
unclaimed funds and related record-keeping problems that occurred between 1994
and early 1996. ICC became a subsidiary of Bankers Trust Corporation after
these events took place. Pursuant to its agreement with the U.S. Attorney's
Office, Bankers Trust plead guilty to misstating entries in the bank's books
and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. The events leading up to the guilty
pleas did not arise out of the investment advisory or mutual fund management
activities of Bankers Trust or its affiliates.

                                                                               9

<PAGE>


      As a result of the plea, absent an order from the SEC, ICC and ABIM would
not be able to continue as Advisors. The SEC granted Bankers Trust a temporary
order under Section 9(c) of the 1940 Act to permit Bankers Trust and its
affiliates to continue to provide investment advisory services to registered
investment companies, and Bankers Trust, pursuant to Section 9(c) of the 1940
Act, has filed an application for a permanent order. However, there is no
assurance that the SEC will grant a permanent order.

Portfolio Manager

      Lee S. Owen has been responsible for managing the Fund's assets since
inception. Mr. Owen, who has 27 years of investment experience, joined ABIM as
a Vice President in 1983. From 1972 to 1983, Mr. Owen was a Vice President and
Portfolio Manager for T. Rowe Price Associates. Mr. Owen is a 1970 graduate of
Williams College and received his M.B.A. from the University of Virginia in
1972. He is a member of the Baltimore Security Analysts Society and the
Financial Analysts Federation.



                           Past Performance of ABIM
                          Annualized Rates of Return
                              Of Equity Accounts
                        For Periods Ended June 30, 1999


                              ABIM
                       Equity Accounts**     S&P 500***
                      -------------------   -----------
3 Years* ..........           34.8%             29.1%
5 Years* ..........           31.5%             27.9%
10 Years* .........           23.0%             18.8%

- ------------------------
  *   Annualized.
 **   The ABIM performance results described above are based on a composite of
      all institutional accounts not subject to tax that have investment
      objectives and policies similar to those of the Fund and that were
      advised by ABIM during the periods shown. As of June 30, 1999, such
      accounts totaled $4.3 billion. Performance results for taxable accounts
      are not included because the objectives and policies of such accounts
      differ from those of the Fund. Data from all accounts have been
      continuous from their inception to the present or to the cessation of the
      client relationship with ABIM. Since January 1, 1993, composites have
      been calculated in accordance with standards of the Association for
      Investment Management and Research ("AIMR") and have been weighted for
      the size of each account. Prior to January 1, 1993, accounts were equal
      weighted; that is, every account was given equal weight with every other
      account, regardless of size. Therefore, the performance of small accounts
      had a larger impact on the results than would have been the case if the
      results had been dollar weighted. In the period prior to January 1, 1993,
      there were from 17 to 33 accounts, ranging in size from $1 million to
      $104.6 million. The results for each period were reduced by the highest
      management fees (0.75%) charged to the composite accounts and assume the
      reinvestment of dividends. The composite accounts are not subject to the
      restrictions of the Investment Company Act or the Internal Revenue Code,
      which, if applicable, might have adversely affected the performance of
      such accounts.
***   Source: Capital Resource Advisors.


                         These results are unaudited.
                   Past results should not be interpreted as
                       indicative of future performance.

10

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
     The financial highlights tables are intended to help you understand the
Fund's financial performance since it began operations. Certain information
reflects financial results for a single Fund Share. The total returns in the
tables represent the rate that an investor would have earned on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Fund's financial statements is included in the Statement of Additional
Information, which is available upon request.

(For a share outstanding throughout each period)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Class A Shares
                                                   -----------------------------------------------------------------------------
                                                                                                                    For the
                                                                                                                     Period
                                                                                                                 Feb. 13, 1995(1)
                                                                                                                    through
                                                                  For the Years Ended May 31,                       May 31,
                                                   ----------------------------------------------------------  -----------------
                                                       1999          1998           1997            1996              1995
                                                   ------------  ------------  --------------  --------------  -----------------
<S>                                                <C>           <C>           <C>             <C>             <C>
Per Share Operating Performance:
 Net asset value at beginning of period .........    $  21.29      $  16.93      $  13.09        $  10.77         $  10.00
                                                     --------      --------      --------        --------         --------
Income from Investment Operations:
 Net investment income
   (expenses in excess of income) ...............     (  0.01)         0.05          0.08            0.17             0.12
 Net realized and unrealized gain on
   investments ..................................        4.70          4.60          3.96            2.29             0.65
                                                     --------      --------      --------        --------         --------
 Total from Investment Operations ...............        4.69          4.65          4.04            2.46             0.77
Less Distributions:
 Net investment income and net realized
   short-term gains .............................       (0.03)        (0.10)        (0.13)        (  0.14)              --
 Net realized long-term gains ...................       (0.27)        (0.19)        (0.07)             --               --
                                                     --------      --------      ---------       --------         --------
 Total distributions ............................       (0.30)        (0.29)        (0.20)        (  0.14)              --
                                                     --------      --------      ----------      --------         --------
 Net asset value at end of period ...............    $  25.68      $  21.29      $  16.93        $  13.09         $  10.77
                                                     ========      ========      ========        ========         ========
Total Return(2) ...................................     22.31%        27.76%        31.17%          23.05%            7.70%
Ratios to Average Daily Net Assets:
 Expenses .......................................        1.20%         1.24%         1.35%(3)        1.35%(3)         1.35%(3,4)
 Net investment income
   (expenses in excess of income) ...............      (0.02)%         0.29%         0.61%(5)        1.52%(5)         3.74%(4,5)
Supplemental Data:
 Net assets at end of period (000) ..............    $283,950      $198,387    $  113,030         $64,230       $   38,612
 Portfolio turnover rate ........................       21.21%         7.94%        17.60%           0.73%              --
</TABLE>
- ------

(1)  Commencement of operations.
(2)  Total return excludes the effect of sales charge.
(3)  Without the waiver of advisory fees, the ratio of expenses to average daily
     net assets would have been 1.48%, 1.77%, and 3.76% (annualized) for the
     years ended May 31, 1997 and 1996 and the period ended May 31, 1995,
     respectively.
(4)  Annualized.
(5)  Without the waiver of advisory fees, the ratio of net investment income to
     average daily net assets would have been 0.48%, 1.10%, and 1.33%
     (annualized) for the years ended May 31, 1997 and 1996 and the period ended
     May 31, 1995, respectively.
                                                                              11

<PAGE>
<TABLE>
<CAPTION>
                                                                     Class B Shares
                                               -----------------------------------------------------------
                                                               For the Years Ended May 31,
                                               -----------------------------------------------------------
                                                   1999          1998            1997            1996
                                               ------------  ------------  ---------------  --------------
<S>                                            <C>           <C>           <C>              <C>
Per Share Operating Performance:
 Net asset value at beginning of period .....   $   21.10     $   16.84     $  13.03          $  10.75
                                                =========     =========     ========          ========
Income from Investment Operations:
 Net investment income
  (expenses in excess of income) ............       (0.14)        (0.06)       (0.04)             0.07
 Net realized and unrealized gain on
  investments ...............................        4.60          4.54         3.96              2.31
                                                ---------     ---------     -----------       --------
 Total from Investment Operations ...........        4.46          4.48         3.92              2.38
Less Distributions:
 Net investment income and net realized
  short-term gains ..........................          --         (0.03)        0.04)            (0.10)
 Net realized long-term gains ...............       (0.27)        (0.19)       (0.07)               --
                                                ---------     ---------     --------          --------
 Total distributions ........................       (0.27)        (0.22)       (0.11)           (0.10)
                                                ---------     ---------     --------          --------
 Net asset value at end of period ...........   $   25.29     $   21.10     $  16.84          $  13.03
                                                =========     =========     ========          ========
Total Return(2) ...............................     21.39%        26.81%       30.28%            22.17%
Ratios to Average Daily Net Assets:
 Expenses ...................................        1.95%         1.98%        2.10%(3)          2.10%(3)
 Net investment income
  (expenses in excess of income) ............     (  0.77)%       (0.47)%      (0.16)%(5)         0.71%(5)
Supplemental Data:
 Net assets at end of period (000) ..........   $  52,603     $  37,046      $15,670           $ 5,302
 Portfolio turnover rate ....................       21.21%         7.94%       17.60%             0.73%
</TABLE>
<TABLE>
<CAPTION>
                                                Class B Shares    Class C Shares
                                               ----------------  ----------------
                                                    For the           For the
                                                    Period            Period
                                                Feb. 13, 1995(1)    Oct. 28, 1998(1)
                                                    through           through
                                                    May 31,           May 31,
                                               ----------------  ----------------
                                                     1995              1999
                                               ----------------  ----------------
<S>                                            <C>               <C>
Per Share Operating Performance:
 Net asset value at beginning of period .....    $  10.00          $ 19.09
                                                 ==========        =======
Income from Investment Operations:
 Net investment income
  (expenses in excess of income) ............        0.07           ( 0.03)
 Net realized and unrealized gain on
  investments ...............................        0.68             6.48
                                                 --------          -------
 Total from Investment Operations ...........        0.75             6.45
Less Distributions:
 Net investment income and net realized
  short-term gains ..........................          --               --
 Net realized long-term gains ...............          --            (0.27)
                                                 --------          -------
 Total distributions ........................          --            (0.27)
                                                 --------          -------
 Net asset value at end of period ...........    $  10.75          $ 25.27
                                                 ========          =======
Total Return(2) .............................        7.50%           34.06%
Ratios to Average Daily Net Assets:
 Expenses ...................................        2.10%(3,4)       1.85%(4)
 Net investment income
  (expenses in excess of income) ............        1.97%(4,5)      (0.73)%(4)
Supplemental Data:
 Net assets at end of period (000) ..........    $  2,159         $  3,441
 Portfolio turnover rate ....................          --            21.21%
</TABLE>
- ---------
(1)  Commencement of operations.
(2)  Total return excludes the effect of sales charge.
(3)  Without the waiver of advisory fees, the ratio of expenses to average daily
     net assets would have been 2.23%, 2.52%, and 4.22% (annualized) for the
     years ended May 31, 1997 and 1996 and the period ended May 31, 1995,
     respectively.
(4)  Annualized.
(5)  Without the waiver of advisory fees, the ratio of net investment income to
     average daily net assets would have been (0.28)%, 0.29%, and (0.15%)
     (annualized) for the years ended May 31, 1997 and 1996 and the period ended
     May 31, 1995, respectively.
12
<PAGE>

                   FLAG INVESTORS EQUITY PARTNERS FUND, INC.
                            NEW ACCOUNT APPLICATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                        <C>
Make check payable to "Flag Investors Equity Partners     For assistance in completing this Application please call: 1-800-553-8080,
Fund, Inc." and mail with this Application to:            Monday through  Friday, 8:30 a.m. to 5:30 p.m. (Eastern  Time).

                                                          To open an IRA account, please call 1-800-767-3524 for an IRA information.
      Flag Investors Funds                                kit
      P.O. Box 219663
      Kansas City, MO 64121-9663
      Attn: Flag Investors Equity Partners Fund, Inc.


I wish to purchase the following class of shares of the Fund, in the amount
indicated below. (Please check the applicable box and indicate the amount of
purchase.)
MINIMUM INITIAL INVESTMENT: $2,000 ($500 FOR SHAREHOLDERS WITH AN EXISTING FLAG
INVESTORS ACCOUNT.)

/ / Class A Shares (5.5% maximum initial sales charge) in the amount of $_______________
/ / Class B Shares (5.0% maximum contingent deferred sales charge) in the amount of $_____________
/ / Class C Shares (1.0% maximum contingent deferred sales charge) in the amount of $_________________

                                   Your Account Registration (Please Print)



Existing Account No., if any:   _______________
Individual or Joint Tenant                                  Gifts to Minors

_______________________________________________             ________________________________________________________
First Name     Initial        Last Name                     Custodian's Name (only one allowed by law)


_______________________________________________             ________________________________________________________
Social Security Number                                      Minor's Name (only one)


_______________________________________________             _______________________________      ___________________________________
Joint Tenant    Initial       Last Name                     Social Security Number of Minor      Minor's Date of Birth (Mo./Day/Yr.)


                                                            under the____________Uniform Gifts to Minors Act
                                                                  State of Residence

Corporations, Trusts, Partnerships, etc.                    Mailing Address

________________________________________________________    _________________________________________________________
Name of Corporation, Trust or Partnership                   Street


_____________          _________________________________    ________________________________________________________________________
Tax ID Number          Date of Trust                        City                                            State  Zip

                                                            (   )
________________________________________________________    ________________________________________________________________________
Name of Trustees (if to be included in the Registration)    Daytime Phone


________________________________________________________
For the Benefit of

</TABLE>


<PAGE>

                           Letter of Intent (Optional)

/ / I intend to invest at least the amount indicated below in Class A Shares of
Flag Investors Equity Partners Fund, Inc. I understand that if I satisfy the
conditions described in the attached prospectus, this Letter of Intent entitles
me to the applicable level of reduced sales charges on my purchases.


/ / $50,000     / / $100,000     / / $250,000     / / $500,000    / / $1,000,000

                        Right of Accumulation (Optional)

List the Account numbers of other Class A Shares of Flag Investors Funds that
you or your immediate family already own that qualify for reduced sales
charges.


    Fund Name          Account No.            Owner's Name          Relationship
    ---------          -----------            ------------          ------------


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

                              Distribution Options

Please check appropriate boxes. If none of the options are selected, all
distributions will be reinvested in additional shares of the same class of the
Fund at no sales charge.

        Income Dividends                     Capital Gains
        / / Reinvested in additional shares / / Reinvested in additional shares
        / / Paid in cash                    / / Paid in cash

Call (800) 553-8080 for information about reinvesting your dividends in other
funds in the Flag Investors Family of Funds.

                                                                             A-1
<PAGE>

                       Automatic Investing Plan (Optional)

/ / I authorize you as Agent for the Automatic Investing Plan to automatically
invest $____________  in Class A Shares or $_______ in Class B Shares or
$_________  in Class C Shares for me, on a monthly or quarterly basis, on or
about the 20th of each month or if quarterly, the 20th of January, April, July
and October, and to draw a bank draft in payment of the investment against my
checking account. (Bank drafts may be drawn on commercial banks only.)

Minimum Initial Investment: $250 per class

Subsequent Investments (check one): / / Monthly ($100 minimum per class)
/ / Quarterly ($250 minimum per class)      Please attach a voided check.




- ----------------------------------   -------------------------------------------
Bank Name                            Depositor's Signature            Date

- ----------------------------------   -------------------------------------------
Existing Flag Investors Fund         Depositor's Signature (if        Date
Account No., if any                  joint acct., both must sign)


                      Systematic Withdrawal Plan (Optional)


/ / Beginning the month of ______  , ____ (year) please send me checks on a
monthly or quarterly basis, as indicated below, in the amount of (complete as
applicable) $_____ , from Class A Shares and/or $ __________ from Class B
Shares and/or $__________  from Class C Shares that I own, payable to the
account registration address as shown above. (Participation requires minimum
account value of $10,000 per class.)

          Frequency (check one):   / / Monthly     / / Quarterly (January,
                                                       April, July and October)


                             Telephone Transactions

I understand that I will automatically have telephone redemption privileges
(for amounts up to $50,000) and telephone exchange privileges (with respect to
other Flag Investors Funds) unless I mark one or both of the boxes below:

No, I/We do not want: / / Telephone redemption privileges
                     / / Telephone exchange privileges

Redemptions effected by telephone will be mailed to the address of record. If
you would prefer redemptions mailed to a predesignated bank account, please
provide the following information:

   Bank: _____________________        Bank Account No.: _______________________

Address: _____________________        Bank Account Name: ______________________

         _____________________

<PAGE>


                      Signature and Taxpayer Certification

The Fund may be required to withhold and remit to the U.S. Treasury 31% of any
taxable dividends, capital gains distributions and redemption proceeds paid to
any individual or certain other non-corporate shareholders who fail to provide
the information and/or certifications required below. This backup withholding
is not an additional tax, and any amounts withheld may be credited against your
ultimate U.S. tax liability.


By signing this Application, I hereby certify under penalties of perjury that
the information on this Application is complete and correct and that as
required by federal law: (Please check applicable boxes)

/ /   U.S. Citizen/Taxpayer:

  / / I certify that (1) the number shown above on this form is the correct
      Social Security Number or Tax ID Number and (2) I am not subject to any
      backup withholding because (a) I am exempt from backup withholding, or
      (b) I have not been notified by the Internal Revenue Service ("IRS") that
      I am subject to backup withholding as a result of a failure to report all
      interest or dividends, or (c) the IRS has notified me that I am no longer
      subject to backup withholding.

  / / If no Tax ID Number or Social Security Number has been provided above, I
      have applied, or intend to apply, to the IRS or the Social Security
      Administration for a Tax ID Number or Social Security Number, and I
      understand that if I do not provide either number to the Transfer Agent
      within 60 days of the date of this Application or if I fail to furnish my
      correct Tax ID Number or Social Security Number, I may be subject to a
      penalty and a 31% backup withholding on distributions and redemption
      proceeds. (Please provide either number on IRS Form W-9. You may request
      such form by calling the Transfer Agent at 800-553-8080).

  / / Non-U.S. Citizen/Taxpayer: Indicated country of residence for
      tax purposes: _______________________

      Under penalties of perjury, I certify that I am not a U.S. citizen or
      resident and I am an exempt foreign person as defined by the Internal
      Revenue Service.

I acknowledge that I am of legal age in the state of my residence. I have
received a copy of the Fund's prospectus.

The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding.


- -------------------------------  -----------------------------------------------
Signature  Date                  Signature (if joint acct., both must sign) Date

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

For Dealer Use Only

Dealer's Name:_____________________________       Dealer Code: _________________


Dealer's Address:__________________________       Branch Code: _________________

                ___________________________

Representative: ___________________________       Rep. Phone No.: ______________

A-2

<PAGE>


                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                               Investment Advisor
                        INVESTMENT COMPANY CAPITAL CORP.
                                One South Street
                            Baltimore, Maryland 21202

   Distributor                                            Custodian
ICC DISTRIBUTORS, INC.                                BANKERS TRUST COMPANY
 Two Portland Square                                    130 Liberty Street
Portland, Maine 04101                                 New York, New York 10006


    Transfer Agent                                        Fund Counsel
INVESTMENT COMPANY CAPITAL CORP.                  MORGAN, LEWIS & BOCKIUS LLP
One South Street                                      1701 Market Street
Baltimore, Maryland 21202                       Philadelphia, Pennsylvania 19103
1-800-553-8080

  Independent Accountants
PRICEWATERHOUSECOOPERS LLP
 250 West Pratt Street
 Baltimore, Maryland 21201



<PAGE>

                                  [FLAG LOGO]

      Flag Investors o P.O. Box 515 o Baltimore, MD 21203 o (800) 767-FLAG
                             www.flaginvestors.com
- --------------------------------------------------------------------------------
You may obtain the following additional information about the Fund, free of
charge, from your securities dealer or servicing agent or by calling (800)
767-FLAG:

o    A statement of additional information (SAI) about the Fund that is
     incorporated by reference into the prospectus.

o    The Fund's most recent annual and semi-annual reports containing detailed
     financial information and, in the case of the annual report, a discussion
     of market conditions and investment strategies that significantly affected
     the Fund's performance during its last fiscal year.

In addition, you may review information about the Fund (including the SAI) at
the Securities and Exchange Commission's Public Reference Room in Washington,
D.C. (Call 1-202-942-8090 to find out about the operation of the Public
Reference Room.) The EDGAR Database on the Commission's Internet site at
http://www.sec.gov has reports and other information about the Fund. Copies of
this information may be obtained, upon payment of a duplicating fee, by
electronic request at the following email address: [email protected] or by
writing the Public Reference Section of the Commission, Washington, D.C.
20549-0102. You will be charged for duplicating fees.

For other shareholder inquiries, contact the Transfer Agent at (800) 553-8080.
For Fund information, call (800) 767-FLAG or your securities dealer or servicing
agent.

Investment Company Act File No. 811-8886                            EPPRS (1/00)



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission