Exhibit 99.d(4)

                     FLAG INVESTORS VALUE BUILDER FUND, INC.

                       AMENDMENT TO SUB-ADVISORY AGREEMENT

         This Amendment is made May 1, 2002 between FLAG INVESTORS VALUE BUILDER
FUND, INC., a Maryland corporation (the "Fund"), INVESTMENT COMPANY CAPITAL
CORP., a Maryland corporation (the "Advisor") and ALEX. BROWN INVESTMENT
MANAGEMENT, a limited partnership (the "Sub-Advisor"). This amendment will
revise the Sub-Advisory Agreement between FLAG INVESTORS VALUE BUILDER FUND,
INC., INVESTMENT COMPANY CAPITAL CORP. and ALEX. BROWN INVESTMENT MANAGEMENT
dated June 4, 1999.

         WHEREAS, the parties wish to amend the Sub-Advisory Agreement; and

         NOW THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:

Paragraph One of Section 8. Compensation. is amended to add the following
sentence at the end of the paragraph:


                Fees payable to the Sub-Advisor by the Advisor
                will be reduced to an annual rate of 30 basis points
                of the aggregate net assets of the Flag Investors
                Communications Fund, Flag Investors Equity Partners
                Fund and Flag Investors Value Builder Fund that exceed
                $3.75 billion.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above

[SEAL]         FLAG INVESTORS VALUE BUILDER FUND, INC.

               By:  /s/ Amy M. Olmert
                  ----------------------------
               Name:  Amy M. Olmert
               Title: Secretary

[SEAL]         INVESTMENT COMPANY CAPITAL CORP.

               By:  /s/ Richard T. Hale
                  ----------------------------
               Name:  Richard T. Hale
               Title: President

[SEAL]         ALEX. BROWN INVESTMENT MANAGEMENT

               By:  /s/ Bruce E. Behrens
                  ----------------------------
               Name:  Bruce E. Behrens
               Title: Vice President and Principal