<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1995
Registration No. 2-72658
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Post-Effective Amendment No. 25 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 26 /X/
(Check appropriate box or boxes.)
ALEX. BROWN CASH RESERVE FUND, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
P.O. Box 17250, Baltimore, Maryland 21203
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (410) 727-1700
--------------
Richard T. Hale
Alex. Brown & Sons Incorporated
135 East Baltimore Street, Baltimore, Maryland 21202
----------------------------------------------------
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
- ------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on [Date] pursuant to paragraph (a) of rule 485
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered Offering Price Per Unit Aggregate Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Share of Common Stock 350,000,000 shares $1.00 per share -- (1) $70,000
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Registrant has calculated the maximum aggregate offering price pursuant to
Rule 24e-2 under the Investment Company Act of 1940 (the "1940 Act") for
fiscal year ended March 31, 1995. Registrant had actual aggregate
redemptions of 17,926,688,350 shares for its fiscal year ended March 31,
1995; has used 17,765,586,445 of available redemptions for reductions
pursuant to Rule 24f-2(c) under the 1940 Act and has previously used
161,391,905 available redemptions for reductions pursuant to Rule 24e-2(a)
of the 1940 Act for the fiscal year ended March 31, 1995. Registrant has
used no available redemptions for reductions pursuant to either 24e-2(a) or
24f-2(c) during the current year. Registrant elects to use no redemptions
for reductions in its current amendment and is registering an additional
350,000,000 shares to be applied pursuant to Rule 24f-2 for future
reductions.
---------------------------------------------------------------------------
* Registrant continues its prior election under Rule 24f-2 to maintain an
indefinite registration of shares and accordingly filed its Rule 24f-2
notice for the fiscal year ended March 31, 1995 on May 26, 1995.
----------------------------------------------------------------------
<PAGE>
ALEX. BROWN CASH RESERVE FUND, INC.
November 16, 1995
CROSS REFERENCE SHEET
(The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. - Flag Investors Cash
Reserve Prime Shares immediately precedes the Prospectus for Flag
Investors Cash Reserve Prime Shares.
The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. -
Institutional Shares immediately precedes the Prospectus
for Alex. Brown Cash Reserve Fund, Inc. - Institutional Shares.
The Cross Reference Sheet relating to the
Alex. Brown Cash Reserve Fund, Inc. - Quality Cash Reserve Prime
Shares immediately precedes the Prospectus
for the Quality Cash Reserve Prime Shares.)
Items Required by Form N-1A
- ---------------------------
<TABLE>
<CAPTION>
Registration
Part A Information Required in a Prospectus Statement Heading
- ------ ----------------------------------- ------------------
<S> <C> <C>
1. Cover Page......................................... Cover Page
2. Synopsis........................................... Fee Table
3. Condensed Financial Information.................... Financial Highlights; Performance
Information
4. General Description of Registrant.................. Investment Program; Investment
Restrictions; General Information
5. Management of the Fund ............................ Management of the Fund;
Investment Advisor; Sub-Advisor;
Distributor; Custodian, Transfer
Agent, Accounting Services
6. Capital Stock and Other Securities................. Cover Page; Dividend and Taxes;
General Information
7. Purchase of Securities Being Offered............... How to Invest in the Fund; Distributor
8. Redemption or Repurchase........................... How to Redeem Shares
9. Pending Legal Proceedings.......................... *
Information Required in a Statement
Part B of Additional Information (1)
- ------ ------------------------------------
10. Cover Page......................................... Cover Page
11. Table of Contents.................................. Table of Contents
12. General Information and History.................... Introduction; General Information
about the Fund
</TABLE>
- -------------
1) The Statement of Additional Information relates to all classes of Shares.
<PAGE>
<TABLE>
<CAPTION>
Part B Information Required in a Prospectus
- ------ -------------------------------------
<S> <C> <C>
13. Investment Objectives and Policies................. The Fund and Its Shares;
Investment Program and
Restrictions
14. Management of the Fund............................. Directors and Officers
15. Control Persons and Principal Holders
of Securities................................... Principal Holders of Securities
16. Investment Advisory and Other Services............. The Investment Advisor; The Sub-
Advisor; Distributor; Expenses;
Transfer Agent, Custodian,
Accounting Services; Sub-
Accounting; Reports
17. Brokerage Allocation............................... Portfolio Transactions
18. Capital Stock and Other Securities................. General Information About the Fund
- The Fund and Its Shares
19. Purchase, Redemption and Pricing of Securities
Being Offered................................. Share Purchases and Redemptions
20. Tax Status......................................... Dividends and Taxes
21. Underwriters....................................... *
22. Calculation of Performance Data.................... Current Yield
23. Financial Statements............................... Financial Statements
Part C Other Information
- ------ -------------------
Information required to be included in Part C is
set forth under the appropriate Item, so
numbered, in Part C to this Registration Statement.
</TABLE>
- -------------
* Omitted since the answer is negative or the item is not applicable.
<PAGE>
The prospectus dated August 1, 1995 relating to the Alex. Brown Cash Reserve
Fund Shares (Prime, Treasury and Tax-Free) of Alex. Brown Cash Reserve Fund,
Inc. (the "Fund"), filed with the Securities and Exchange Commission via EDGAR
on May 31, 1995 as part of Post-Effective Amendment No. 24 to the Fund's
Registration Statement on Form N-1A (File No. 2-72658) under Rule 485(a) under
the Securities Act of 1933, as amended (the "1933 Act") (Accession No.
0000950116-95-000211), and in final form under Rule 497(c) under the 1933 Act
via EDGAR on August 8, 1995 (Accession No. 0000950116-95-000357) is incorporated
herein by reference as if set forth in its entirety.
<PAGE>
ALEX. BROWN CASH RESERVE FUND, INC.
November 16, 1995
CROSS REFERENCE SHEET RELATING TO
FLAG INVESTORS CASH RESERVE PRIME SHARES
(The Cross Reference Sheet relating to the
Alex. Brown Cash Reserve Fund, Inc. immediately precedes
the Prospectus for Alex. Brown Cash Reserve Fund, Inc.
The Cross Reference Sheet relating to the
Alex. Brown Cash Reserve Fund, Inc. -
Institutional Shares immediately precedes the Prospectus
for Alex. Brown Cash Reserve Fund, Inc. - Institutional Shares.
The Cross Reference Sheet relating to the
Alex. Brown Cash Reserve Fund, Inc. - Quality Cash Reserve Prime
Shares immediately precedes the Prospectus
for the Quality Cash Reserve Prime Shares.)
Items Required by Form N-1A
- ---------------------------
<TABLE>
<CAPTION>
Registration
Part A Information Required in a Prospectus Statement Heading
- ------ ---------------------------------------- -----------------------
<S> <C> <C>
1. Cover Page......................................... Cover Page
2. Synopsis........................................... Fee Table
3. Condensed Financial Information.................... Financial Highlights; Performance
Information
4. General Description of Registrant.................. Investment Program; Investment
Restrictions; General Information
5. Management of the Fund ............................ Management of the Fund;
Investment Advisor; Distributor;
Custodian, Transfer Agent,
Accounting Services
6. Capital Stock and Other Securities................. Cover Page; Dividend and Taxes;
General Information
7. Purchase of Securities Being Offered............... How to Invest in the Fund; Distributor
8. Redemption or Repurchase........................... How to Redeem Shares
9. Pending Legal Proceedings.......................... *
Information Required in a Statement
Part B of Additional Information (1)
- ------ ----------------------------------------
10. Cover Page......................................... Cover Page
11. Table of Contents.................................. Table of Contents
12. General Information and History.................... Introduction; General Information
about the Fund
</TABLE>
- -------------
(1) The Statement of Additional Information relates to all classes of Shares.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
13. Investment Objectives and Policies................. The Fund and Its Shares;
Investment Program and
Restrictions
14. Management of the Fund............................. Directors and Officers
15. Control Persons and Principal Holders
of Securities................................... Principal Holders of Securities
16. Investment Advisory and Other Services............. The Investment Advisor; Distributor;
Expenses; Transfer Agent,
Custodian, Accounting Services;
Sub-Accounting; Reports
Portfolio Transactions
17. Brokerage Allocation............................... General Information About the Fund
18. Capital Stock and Other Securities................. - The Fund and Its Shares
19. Purchase, Redemption and Pricing of Securities Share Purchases and Redemptions
Being Offered................................. Dividends and Taxes
20. Tax Status......................................... *
21. Underwriters....................................... Current Yield
22. Calculation of Performance Data.................... Financial Statements
23. Financial Statements...............................
Part C Other Information
- ------ ------------------
Information required to be included in Part C is
set forth under the appropriate Item, so numbered, in Part C
to this Registration Statement.
</TABLE>
- -------------
* Omitted since the answer is negative or the item is not applicable.
<PAGE>
The prospectus dated August 1, 1995 relating to Flag Investors Cash Reserve
Prime Shares of Alex. Brown Cash Reserve Fund, Inc. (the "Fund"), filed with the
Securities and Exchange Commission via EDGAR on May 31, 1995 as part of
Post-Effective Amendment No. 24 of the Fund's Registration Statement on Form
N-1A (File No. 2-72658) under Rule 485(a) under the Securities Act of 1933, as
amended (the "1933 Act") (Accession No. 0000950116-95-000211), and in final form
under Rule 497(c) under the 1933 Act via EDGAR on August 8, 1995 (Accession No.
0000950116-95-000357) is incorporated herein by reference as if set forth in its
entirety.
<PAGE>
ALEX. BROWN CASH RESERVE FUND, INC.
November 16, 1995
CROSS REFERENCE SHEET RELATING TO THE INSTITUTIONAL SHARES
(The Cross Reference Sheet relating to Alex. Brown
Cash Reserve Fund, Inc. immediately precedes the Prospectus
for Alex. Brown Cash Reserve Fund, Inc.
The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. - Flag Investors
Cash Reserve Prime Shares immediately precedes
the Prospectus for Alex. Brown Cash Reserve Fund, Inc. -
Flag Investors Cash Reserve Prime Shares
The Cross Reference Sheet relating to the
Alex. Brown Cash Reserve Fund, Inc. - Quality Cash Reserve Prime
Shares immediately precedes the Prospectus
for the Quality Cash Reserve Prime Shares.)
Items Required by Form N-1A
- ---------------------------
<TABLE>
<CAPTION>
Registration
Part A Information Required in a Prospectus Statement Heading
- ------ -------------------------------------- ------------------
<S> <C> <C>
1. Cover Page......................................... Cover Page
2. Synopsis........................................... Fee Table
3. Condensed Financial Information.................... Financial Highlights; Performance
Information
4. General Description of Registrant.................. Investment Program; Investment
Restrictions; General Information
5. Management of the Fund ............................ Management of the Fund;
Investment Advisor; Distributor;
Custodian, Transfer Agent,
Accounting Services
6. Capital Stock and Other Securities................. Cover Page; Dividend and Taxes;
General Information
7. Purchase of Securities Being Offered............... How to Invest in the Fund; Distributor
8. Redemption or Repurchase........................... How to Redeem Shares
9. Pending Legal Proceedings.......................... *
Information Required in a Statement
Part B of Additional Information (1)
- ------ --------------------------------------
10. Cover Page......................................... Cover Page
11. Table of Contents.................................. Table of Contents
12. General Information and History.................... Introduction; General Information
about the Fund
</TABLE>
- -------------
(1) The Statement of Additional Information relates to all classes of Shares.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
13. Investment Objectives and Policies................. The Fund and Its Shares;
Investment Program and
Restrictions
14. Management of the Fund............................. Directors and Officers
15. Control Persons and Principal Holders
of Securities................................... Principal Holders of Securities
16. Investment Advisory and Other Services............. The Investment Advisor; Distributor;
Expenses; Transfer Agent,
Custodian, Accounting Services;
Sub-Accounting; Reports
Portfolio Transactions
17. Brokerage Allocation............................... General Information About the Fund
18. Capital Stock and Other Securities................. - The Fund and Its Shares
19. Purchase, Redemption and Pricing of Securities Share Purchases and Redemptions
Being Offered................................. Dividends and Taxes
20. Tax Status......................................... *
21. Underwriters....................................... Current Yield
22. Calculation of Performance Data.................... Financial Statements
23. Financial Statements...............................
Part C Other Information
- ------ -----------------
Information required to be included in Part C is
set forth under the appropriate Item, so
numbered, in Part C to this Registration
Statement.
</TABLE>
- -------------
* Omitted since the answer is negative or the item is not applicable.
<PAGE>
The prospectus dated August 1, 1995 relating to the Institutional Shares of
Alex. Brown Cash Reserve Fund, Inc. (the "Fund"), filed with the Securities and
Exchange Commission via EDGAR on May 31, 1995 as part of Post-Effective
Amendment No. 24 to the Fund's Registration Statement on Form N-1A (File No.
2-72658) under Rule 485(a) under the Securities Act of 1933, as amended (the
"1933 Act") (Accession No. 0000950116-95-000211), and in final form under Rule
497(c) under the 1933 Act via EDGAR on August 8, 1995 (Accession No.
0000950116-95-000357) is incorporated herein by reference as if set forth in its
entirety.
<PAGE>
ALEX. BROWN CASH RESERVE FUND, INC.
November 16, 1995
CROSS REFERENCE SHEET RELATING TO QUALITY CASH RESERVE PRIME SHARES
(The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. immediately
precedes the Prospectus for Alex. Brown Cash Reserve Fund, Inc.
The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. - Flag Investors Cash
Reserve Prime Shares immediately precedes the Prospectus for Flag
Investors Cash Reserve Prime Shares.
The Cross Reference Sheet relating to
Alex. Brown Cash Reserve Fund, Inc. -
Institutional Shares immediately precedes the Prospectus
for Alex. Brown Cash Reserve Fund, Inc. - Institutional Shares.)
Items Required by Form N-1A
- ---------------------------
<TABLE>
<CAPTION>
Registration
Part A Information Required in a Prospectus Statement Heading
- ------ ------------------------------------ -----------------
<S> <C> <C>
1. Cover Page......................................... Cover Page
2. Synopsis........................................... Fee Table
3. Condensed Financial Information.................... Financial Highlights; Performance
Information
4. General Description of Registrant.................. Investment Program; Investment
Restrictions; General Information
5. Management of the Fund ............................ Management of the Fund;
Investment Advisor; Distributor;
Custodian, Transfer Agent,
Accounting Services
6. Capital Stock and Other Securities................. Cover Page; Dividend and Taxes;
General Information
7. Purchase of Securities Being Offered............... How to Invest in the Fund; Distributor
8. Redemption or Repurchase........................... How to Redeem Shares
9. Pending Legal Proceedings.......................... *
Information Required in a Statement
Part B of Additional Information (1)
- ------ -----------------------------------
10. Cover Page......................................... Cover Page
11. Table of Contents.................................. Table of Contents
12. General Information and History.................... Introduction; General Information
about the Fund
</TABLE>
- -------------
(1) The Statement of Additional Information relates to all classes of Shares.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
13. Investment Objectives and Policies................. The Fund and Its Shares;
Investment Program and
Restrictions
14. Management of the Fund............................. Directors and Officers
15. Control Persons and Principal Holders
of Securities................................... Principal Holders of Securities
16. Investment Advisory and Other Services............. The Investment Advisor; Distributor;
Expenses; Transfer Agent,
Custodian, Accounting Services;
Sub-Accounting; Reports
Portfolio Transactions
17. Brokerage Allocation............................... General Information About the Fund
18. Capital Stock and Other Securities................. - The Fund and Its Shares
19. Purchase, Redemption and Pricing of Securities Share Purchases and Redemptions
Being Offered................................. Dividends and Taxes
20. Tax Status......................................... *
21. Underwriters....................................... Current Yield
22. Calculation of Performance Data.................... Financial Statements
23. Financial Statements...............................
Part C Other Information
- ------ ------------------
Information required to be included in Part C is
set forth under the appropriate Item, so
numbered, in Part C to this Registration Statement.
</TABLE>
- -------------
* Omitted since the answer is negative or the item is not applicable.
<PAGE>
The prospectus dated August 1, 1995 relating to the Quality Cash Reserve Prime
Shares of Alex. Brown Cash Reserve Fund, Inc. (the "Fund"), filed with the
Securities and Exchange Commission via EDGAR on May 31, 1995 as part of
Post-Effective Amendment No. 24 to the Fund's Registration Statement on Form
N-1A (File No. 2-72658) under Rule 485(a) under the Securities Act of 1933, as
amended (the "1933 Act") (Accession No. 0000950116-95-000211), and in final form
under Rule 497(c) under the 1933 Act via EDGAR on August 8, 1995 (Accession No.
0000950116-95-000357) is incorporated herein by reference as if set forth in its
entirety.
<PAGE>
The Statement of Additional Information dated August 1, 1995 relating to
prospecutues each dated August 1, 1995 for Alex. Brown Cash Reserve Fund, Inc.,
Quality Cash Reserve Prime Shares, Institutional Shares and Flag Investors Cash
Reserve Prime Shares, respectively, filed with the Securities and Exchange
Commission via EDGAR on May 31, 1995 as part of Post-Effective Amendment No. 24
to the Fund's Registration Statement on Form N-1A (File No. 2-72658) under Rule
485(a) under the Securities Act of 1933, as amended (the "1933 Act") (Accession
No. 0000950116-95-000211), and in final form under Rule 497(c) under the 1933
Act via EDGAR on August 8, 1995 (Accession No. 0000950116-95-000357) is
incorporated herein by reference as if set forth in its entirety.
<PAGE>
PART C
OTHER INFORMATION
Item 24
(a) Financial Statements
In Part A:
Financial Highlights
In Part B:
(1) Statement of Net Assets as of March 31, 1995
(2) Statement of Operations for the year ended March 31,
1995
(3) Statements of Changes in Net Assets for the years ended
March 31, 1995 and March 31, 1994
(4) Notes to Financial Statements
(5) Report of Independent Accountants
In Part C:
None
(b) Exhibits
Exhibit
Number Description
- ------- -----------
(1) Charter
(a) Copy of Registrant's Articles of Incorporation.(2)
(b) Copy of Articles Supplementary to Registrant's Articles of
Incorporation dated June 28, 1990.(3)
(c) Copy of Articles Supplementary to Registrant's Articles of
Incorporation dated July 31, 1990.(4)
(d) Copy of Articles Supplementary to Registrant's Articles of
Incorporation dated May 6, 1992.(6)
(e) Form of Articles Supplementary to Registrant's Articles of
Incorporation.(9)
(2) By-Laws - Copy of Registrant's By-Laws.(3)
(3) Certain Voting Trust Agreements - None.
(4) Specimen Security
(a) Copy of form of Registrant's Specimen Certificate.(2)
(b) Copy of form of Registrant's Specimen Certificate with respect
to Tax-Free Series Shares.(8)
(5) Advisory Agreement
(a) Investment Advisory Agreement dated as of April 4, 1990
between Registrant and Flag Investors Management Corp. (now
known as Investment Company Capital Corp.) with respect to
Registrant's Prime and Treasury Series.(7)
<PAGE>
(b) Investment Advisory Agreement dated October 5, 1990 between
Registrant and Flag Investors Management Corp. (now known as
Investment Company Capital Corp.) with respect to Registrant's
Tax-Free Series.(8)
(c) Sub-Advisory Agreement between Flag Investors Management Corp.
(now known as Investment Company Capital Corp.) and Provident
Institutional Management Corporation (now known as PNC
Institutional Management Corporation) with respect to the
Tax-Free Series, as in effect from June 1, 1991.(8)
(d) Form of Amended Investment Advisory Agreement between
Registrant and Investment Company Capital Corp. with respect
to the Prime Series.(10)
(e) Form of Amended Investment Advisory Agreement between
Registrant and Investment Company Capital Corp. with respect
to the Treasury Series.(10)
(f) Form of Amended Investment Advisory Agreement between
Registrant and Investment Company Capital Corp. with respect
to the Tax-Free Series.(10)
(6) Underwriting or Distribution Agreement
(a) Distribution Agreement containing a Plan of Distribution under
Rule 12b-1 dated as of April 5, 1990 between Alex. Brown &
Sons Incorporated and Registrant.(6)
(b) Registrant's Form of Shareholder Processing and Service
Agreement (Dealer Agreement) between Alex. Brown & Sons
Incorporated and Participating Broker-Dealers.(3)
(c) Registrant's Form of Shareholder Servicing Agreement between
Registrant and Shareholder Servicing Agents.(2)
(d) Distribution Agreement with respect to Institutional Shares
dated as of April 4, 1990 between Alex. Brown & Sons
Incorporated and Registrant.(7)
(e) Distribution Agreement containing a Plan of Distribution under
Rule 12b-1 dated as of October 5, 1990 between Alex. Brown &
Sons Incorporated and Registrant with respect to Tax-Free
Series.(7)
(f) Registrant's Form of Shareholder Processing and Service
Agreement (Dealer Agreement) between Alex. Brown & Sons
Incorporated and Participating Broker-Dealers with respect to
Registrant's Tax-Free Series.(4)
(g) Registrant's Form of Shareholder Servicing Agreement between
Registrant and Shareholder Servicing Agents with respect to
Registrant's Tax-Free Series.(4)
(h) Distribution Agreement containing a Plan of Distribution under
Rule 12b-1 dated as of January 31, 1991 between Alex. Brown &
Sons Incorporated and Registrant with respect to Quality Cash
Reserve Prime Shares.(7)
(i) Registrant's Form of Dealer Agreement between Alex. Brown &
Sons Incorporated and Participating Broker Dealers with
respect to Quality Cash Reserve Prime Shares.(5)
C-2
<PAGE>
(j) Form of Distribution Agreement between Alex. Brown & Sons
Incorporated and Alex. Brown with respect to Flag Investors
Cash Reserve Prime Shares- Class B.(9)
(k) Form of Shareholder Servicing Agreement for Flag Investors
Shares.(9)
(l) Form of Sub-Distribution Agreement for Flag Investors
Shares.(9)
(7) Certain Bonus, Profit Sharing, Pension or Similar Contracts - None.
(8) (a) Custodian Agreement dated as of April 4, 1990 between
Registrant and Provident National Bank (now known as PNC
Bank).(7)
(b) Accounting Services Agreement dated as of June 1, 1991 between
Registrant and Provident Financial Processing Corporation (now
known as PFPC Inc.) with respect to the Tax-Free Series.(8)
(9) Form of Master Services Agreement (for transfer agency services for the
Fund and accounting services for the Prime and Treasury Series) between
Registrant and Investment Company Capital Corp.(8)
(10) Opinion and Consent of Messrs. Spengler Carlson Gubar Brodsky &
Frischling.(2)
(11) (a) Consent of Coopers & Lybrand L.L.P.
(12) Other Financial Statements - None.
(13) Agreement Concerning Initial Capitalization - None.
(14) Retirement Plan Models.(1)
(15) (a) Rule 12b-1 Plan - See Exhibit 6 above.
(b) Form of Plan of Distribution with respect to Flag Investors
Cash Reserve Prime Shares - Class B.(9)
(16) Schedule of Computation of Performance Data (unaudited).(2)
(24) (a) Powers of Attorney.(8)
(b) Power of Attorney of James J. Cunnane.(9)
(c) Power of Attorney of Truman T. Semans.
(27) Financial Data Schedules
- ------------
1 filed as an Exhibit to Post-Effective Amendment No. 7 on June 27, 1986,
and hereby incorporated by reference.
2 filed as an Exhibit to Post-Effective Amendment No. 12 on February 5,
1990, and hereby incorporated by reference.
C-3
<PAGE>
3 filed as an Exhibit to Post-Effective Amendment No. 14 on July 27,
1990, and hereby incorporated by reference.
4 filed as an Exhibit to Post-Effective Amendment No. 15 on August 6,
1990, and hereby incorporated by reference.
5 filed as an Exhibit to Post-Effective Amendment No. 16 on November 30,
1990 and hereby incorporated by reference.
6 filed as an Exhibit to Post-Effective Amendment No. 20 on July 27,
1992, and hereby incorporated by reference.
7 filed as an Exhibit to Post-Effective Amendment No. 21 on July 28, 1993
and hereby incorporated by reference.
8 filed as an Exhibit to Post-Effective Amendment No. 22 on July 27,
1994, and hereby incorporated by reference.
9 filed as an Exhibit to Post-Effective Amendment No. 23 on December 30,
1994, and hereby incorporated by reference.
10 filed via EDGAR as an Exhibit to Post-Effective Amendment No. 24 on
May 31, 1995, and hereby incorporated by reference.
Item 25. Persons Controlled by or under Common Control With Registrant
Furnish a list or diagram of all persons directly or indirectly
controlled by or under common control with the Registrant and as to each such
person indicate (1) if a company, the state or other sovereign power under the
laws of which it is organized, and (2) the percentage of voting securities owned
or other basis of control by the person, if any, immediately controlling it.
None.
Item 26. Number of Holders of Securities
State in substantially the tabular form indicated, as of a specified
date within 90 days prior to the date of filing, the number of record holders of
each class of securities of the Registrant.
<TABLE>
<CAPTION>
Number of Record Holders
of Alex. Brown Cash Reserve
Title of Class Fund, Inc. as of October 31, 1995
- -------------- ----------------------------------
Prime Series:
<S> <C>
1. Alex. Brown Cash Reserve Prime Shares 75,254
2. Flag Investors Cash Reserve Prime Shares-Class A 432
3. Flag Investors Cash Reserve Prime Shares-Class B 7
4. Institutional Prime Shares 8
5. Quality Cash Reserve Prime Shares 9,526
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Number of Record Holders
of Alex. Brown Cash Reserve
Title of Class Fund, Inc. as of October 31, 1995
- -------------- ---------------------------------
Treasury Series:
<S> <C>
1. Alex. Brown Cash Reserve Treasury Shares 15,179
2. Institutional Treasury Shares 2
Tax-Free Series:
1. Alex. Brown Cash Reserve Tax-Free Shares 8,414
</TABLE>
Item 27. Indemnification
State the general effect of any contract, arrangements or statute under
which any director, officer, underwriter or affiliated person of the Registrant
is insured or indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any director,
officer, affiliated person or underwriter for their own protection.
Sections a, b, c and d of Article IX of Registrant's Articles of
Incorporation included as Exhibit 1 to this Registration Statement and
incorporated herein by reference, provide as follows:
(a) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of the Corporation shall have
any liability to the Corporation or its stockholders for damages. This
limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation whether or
not such person is a director or officer at the time of any proceeding
in which liability is asserted.
(b) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses
to its officers to the same extent as its directors and to such further
extent as is consistent with law. The Board of Directors may by By-Law,
resolution or agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(c) No provision of this Article shall be effective to protect any
director or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office.
(d) References to the Maryland General Corporation Law in this Article
are to the law as from time to time amended. No further amendment to
the Articles of Incorporation of the Corporation shall affect any right
of any person under this Article based on any event, omission or
proceeding prior to such amendment.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
C-5
<PAGE>
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Investment Company Act of 1940 and will be governed
by the final adjudication of such issue. Insurance coverage is provided under a
joint Mutual Fund & Investment Advisory Professional and Directors & Officers
Liability Policy, issued by Evanston Insurance Company, with a $5,000,000 limit
of liability.
Item 28. Business and Other Connections of Investment Advisor
Describe any other business, profession, vocation or employment of a
substantial nature in which each investment advisor of the Registrant, and each
director, officer or partner of any such investments advisor, is or has been, at
any time during the past two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner, or trustee.
Investment Company Capital Corp.
During the last two fiscal years, no director or officer of Investment
Company Capital Corp. (formerly known as Flag Investors Management Corp.) the
Registrant's investment advisor, has engaged in any other business, profession,
vocation or employment of a substantial nature other than that of the business
of investment management and, through affiliation, investment banking.
PNC Institutional Management Corporation (Sub-Advisor to Registrant's
Tax-Free Series)
<TABLE>
<CAPTION>
Position with Other Business
PIMC Name Connections Type of Business
- ------------- ------------------ --------------- ----------------
<S> <C> <C> <C>
Chairman and J. Richard Carnall Executive Vice President Banking
Director PNC Bank, National Association(1)
Director Banking
PNC National Bank(2)
Chairman and Director Financial-Related
PFPC Inc.(3) Services
Director Fiduciary
PNC Trust Company Activities
of New York(11)
Director Equipment
Hayden Bolts, Inc.*
Director Real Estate
Parkway Real Estate Company*
Director Investment
Provident Capital Management Advisory
Inc.(5)
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business
PIMC Name Connections Type of Business
- ------------- ------------------ --------------- ----------------
<S> <C> <C> <C>
Director Financial
PFPC International, Ltd.(26) Services
Director Richard C. Caldwell Executive Vice President Banking
PNC Bank, National Association(1)
Director Fiduciary
PNC Trust Company Activities
of New York(11)
Director Investment
Provident Capital Management Advisory
Inc.(5)
Executive Vice President Bank Holding
PNC Bank Corp.(14) Company
Director Fiduciary
PNC Bank, FSB(27) Activities
Chairman and Director Investment
PNC Asset Management Group,Inc.(28) Advisory
Director Investment
PNC Equity Advisors Company(29) Advisory
Director Banking
PNC Bank of New England(30)
Director Financial-Related
PFPC Inc.(3) Services
Director Richard L. Smoot President and Chief Banking
Executive Officer
PNC Bank, National Association(1)
Senior Vice President Bank Holding
PNC Bank Corp.(14) Company
Director Financial-Related
PFPC Inc.(3) Services
Director Fiduciary
PNC Trust Company of NY(11) Activities
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business
PIMC Name Connections Type of Business
- ------------- ------------------ --------------- ----------------
<S> <C> <C> <C>
Director, Chairman and President Banking
PNC Bank, New Jersey,
National Association(16)
Director, Chairman and CEO Banking
PNC National Bank(2)
Chairman & Director Leasing
PNC Credit Corp (13)
Secretary Michelle L. Petrilli Chief Counsel Banking
PNC Bank, DE(20)
Secretary Financial-Related
PFPC Inc.(3) Services
President and Thomas H. Nevin None
Chief Invest-
ment Officer
Chief Financial Nicholas M. Marsini, Jr. Director of Finance Finance
PFPC Bank Corp.
Executive Vice Charles B. Landreth Vice President Banking
President PNC Bank, National Association(1)
Senior Vice Vincent J. Ciavardini President and Director Financial-Related
President PFPC Inc.(3) Services
President and Director Financial-Related
PFPC International, Ltd.(26) Services
Senior Vice Scott Moss None
President
Senior Vice John N. Parthemore Vice President Banking
President PNC Bank, National Association(1)
Senior Vice Dushyant Pandit None
President
Senior Vice James R. Smith None
President
Group Vice William F. Walsh None
President
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business
PIMC Name Connections Type of Business
- ------------- ------------------ --------------- ----------------
<S> <C> <C> <C>
Vice President, Stephen M. Wynne Executive Vice President and Financial-Related
Chief Accounting Chief Accounting Officer Services
Officer, and PFPC Inc.(3)
Assistant Secretary
Executive Vice President Financial
PFPC International, Ltd.(26) Services
Vice President Pauline M. Heintz Vice President Financial-Related
and Controller PFPC Inc.(3) Services
Vice President John R. Antczak None
Vice President Jeffrey W. Carson None
Vice President Katherine A. Chuppe None
Vice President Mary J. Coldren None
Vice President Michele C. Dillon None
Vice President Patrick J. Ford None
Vice President Richard Hoerner None
Vice President Michael S. Hutchinson None
Vice President Michael J. Milligan None
Vice President Allyn Plambeck None
Vice President W. Don Simmons None
Vice President Chalres Allen Stiteler None
</TABLE>
- ------------
*Information regarding these corporations can be obtained from the office of
the Secretary.
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
Broad & Chestnut Streets, Philadelphia,
PA 19101
17th and Chestnut Streets, Philadelphia,
PA 19103
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.
(4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
C-9
<PAGE>
(5) Provident Capital Management, Inc., 30 S. 17th Street, Suite 1500,
Philadelphia, PA 19103.
(6) PNC Investment Corp., Broad and Chestnut Street, Philadelphia, PA
19101.
(7) Provident Realty Management, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA
19101.
(9) PNC Bancorp, Inc., 3411 Silverside Road, Wilmington, DE 19810
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill,
NJ 08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA
19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.
(15) Advanced Investment Management, Inc., 27th Floor, One Oliver Plaza,
Pittsburgh, PA 15265.
(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE
19899.
(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(26) PFPC International, Ltd., Dublin, Ireland.
(27) PNC Bank, FSB, P.O. Box 4026, Vero Beach, FL.
(28) PNC Asset Management Group, Inc., 1835 Market Street, Philadelphia, PA
19103.
(29) PNC Equity Advisors Company, 1835 Market Street, Philadelphia, PA
19103.
(30) PNC Bank of New England, 125 High Street, Boston, MA.
C-10
<PAGE>
In addition, see the Statement of Additional Information, Part B under
headings "General Information about the Fund - The Investment Advisor,
The Sub-Advisor and Directors and Officers" for information concerning
Investment Company Capital Corp. and PNC Institutional Management
Corporation.
Item 29. Principal Underwriters
(a) Registrant
Flag Investors Telephone Income Fund, Inc.
Flag Investors International Fund, Inc.
Flag Investors Emerging Growth Fund, Inc.
Flag Investors Quality Growth Fund, Inc.
Flag Investors Total Return U.S. Treasury Fund
Shares of Total Return U.S. Treasury Fund, Inc.
Flag Investors Managed Municipal Fund Shares of Managed
Municipal Fund, Inc.
Flag Investors Intermediate-Term Income Fund, Inc.
Flag Investors Value Builder Fund, Inc.
Flag Investors Maryland Intermediate Tax Free Income Fund,
Inc.
Flag Investors Real Estate Securities Fund, Inc.
Flag Investors Equity Partners Fund, Inc.
(b)
Name and Principal Position and Position and
Business Offices with Principal Offices with
Address* Underwriter Registrant
- ------------------ ----------------------- ------------
Mayo A. Shattuck III President and Director None
Alvin B. Krongard Chairman, Chief Executive None
Officer and Director
Beverly L. Wright Chief Financial Officer, None
Treasurer
Robert F. Price Secretary None
- ------------
*135 E. Baltimore Street, Baltimore, MD 21202
(c) Not Applicable.
Item 30. Location of Accounts and Records
With respect to each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to
31a-3) promulgated thereunder, furnish the name and address of each person
maintaining physical possession of each such account, book or other document.
C-11
<PAGE>
PNC Institutional Management Corporation (formerly Provident
Institutional Management Corporation), and PFPC Inc. (formerly
Provident Financial Processing Corp.) each located at Bellevue
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809,
will maintain physical possession of each such account, book or other
document of the Registrant at their respective principal executive
offices except for those maintained by the Registrant's Custodian, PNC
Bank, National Association (successor by merger to Provident National
Bank), Airport Business Center, 200 Stevens Drive, Lester, Pennsylvania
19113; by Registrant's Distributor, Alex. Brown & Sons Incorporated,
135 East Baltimore Street, Baltimore, Maryland 21202; or by
Registrant's Investment Advisor and Transfer Agent, Investment Company
Capital Corp., 135 East Baltimore Street, Baltimore, Maryland 21202.
Item 31. Management Services
Furnish a summary of the substantive provisions of any management
related service contract not discussed in Part I of this Form (because the
contract was not believed to be material to a purchaser of securities of the
Registrant) under which services are provided to the Registrant, indicating the
parties to the contract, the total dollars paid and by whom, for the last three
fiscal years.
None.
Item 32. Undertakings
None.
C-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment No. 25 to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this amendment to the Registration Statement to be signed on
its behalf by the undersigned thereto duly authorized in the City of Baltimore,
in the State of Maryland, on the 16th day of November, 1995.
ALEX. BROWN CASH RESERVE FUND, INC.
By: /s/Richard T. Hale
----------------------
Richard T. Hale
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities on the date indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Richard T. Hale President and November 16, 1995
- --------------------------------------- Director
Richard T. Hale
*/s/ W. James Price Director November 16, 1995
- --------------------------------------
W. James Price
*/s/ James J. Cunnane Director November 16, 1995
- ------------------------------------
James J. Cunnane
*/s/ N. Bruce Hannay Director November 16, 1995
- -------------------------------------
N. Bruce Hannay
*/s/ John F. Kroeger Director November 16, 1995
- --------------------------------------
John F. Kroeger
*/s/ Louis E. Levy Director November 16, 1995
- ----------------------------------------
Louis E. Levy
*/s/ Eugene J. McDonald Director November 16, 1995
-----------------------------------
Eugene J. McDonald
/s/ Truman T. Semans Director November 16, 1995
- -----------------------------------
Truman T. Semans
*/s/ Harry Woolf Director November 16, 1995
- -----------------------------------
Harry Woolf
*/s/ Diana M. Ellis Chief Financial and November 16, 1995
- ----------------------------------- Accounting Officer
Diana M. Ellis
*By: /s/ Brian C. Nelson
- -----------------------------------
Brian C. Nelson
Attorney-In-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
(1) (a) Registrant's Articles of Incorporation are hereby incorporated by
reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (Registration No. 2-72658), filed
with the Securities and Exchange Commission on February 5, 1990.
(b) Registrant's Articles Supplementary to its Articles of Incorporation are
hereby incorporated by reference to Post-Effective Amendment No. 14
to Registrant's Registration Statement Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on July 27,
1990.
(c) Registrant's Articles Supplementary to its Articles of Incorporation are
hereby incorporated by reference to Post-Effective Amendment No. 15
to Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on August 6,
1990.
(d) Registrant's Articles Supplementary to its Articles of Incorporation dated
May 6, 1992 are hereby incorporated by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange
Commission on July 27, 1992.
(e) Registrant's Form of Articles Supplementary are hereby incorporated by
reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (Registration No. 2-72658), filed
with the Securities and Exchange Commission on December 30, 1994.
(2) Registrant's By-Laws are hereby incorporated by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange Commission
on July 27, 1990.
(3) None.
(4) (a) Registrant's Specimen Securities with respect to Prime Series Shares
and Treasury Series Shares are hereby incorporated by reference to
Post-Effective Amendment No. 12 to Registrant's Registration Statement
on Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on February 5, 1990.
(b) Registrant's Specimen Certificate with respect to Tax-Free Series Shares
are hereby incorporated by reference to Post-Effective Amendment No.
22 to Registrant's Registration Statement on Form N-1A (Registration
No. 2-72658), filed with the Securities and Exchange Commission on
July 27, 1994.
(5) (a) Investment Advisory Agreement dated as of April 4, 1990 between
Registrant and Flag Investors Management Corp. (now known as
Investment Company Capital Corp.) with respect to Registrant's Prime
and Treasury Series is hereby incorporated by reference to Post-
Effective Amendment No. 21 to Registrant's Registration Statement on
Form N-1A (Registration Statement No. 2-72658), filed with the
Securities and Exchange Commission on July 28, 1993.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
(b) Investment Advisory Agreement dated as of October 5, 1990 between
Registrant and Flag Investors Management Corp. (now known as
Investment Company Capital Corp.) with respect to Registrant's Tax-
Free Series is hereby incorporated by reference to Post-Effective
Amendment No. 22 to Registrant's Registration Statement on Form N-1A
(Registration Statement No. 2-72658), filed with the Securities and
Exchange Commission on July 27, 1994.
(c) Sub-Advisory Agreement between Flag Investors Management Corp.
(now known as Investment Company Capital Corp.) and Provident
Institutional Management Corporation (now known as PNC Institutional
Management Corporation) with respect to the Tax-Free Series as in
effect from June 1, 1991 is hereby incorporated by reference to Post-
Effective Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (Registration Statement No. 2-72658), filed with the
Securities and Exchange Commission on July 27, 1994.
(d) Form of Amended Investment Advisory Agreement between Registrant
and Investment Company Capital Corp. with respect to the Prime Series
is hereby incorporated by reference to Post-Effective Amendment No. 24
to Registrant's Registration Statement on Form N-1A (Registration No. 2-72658),
filed with the Securities and Exchange Commission via EDGAR on May 31, 1995.
(e) Form of Amended Investment Advisory Agreement between Registrant
and Investment Company Capital Corp. with respect to the Treasury Series
is hereby incorporated by reference to Post-Effective Amendment No. 24
to Registrant's Registration Statement on Form N-1A (Registration No. 2-72658),
filed with the Securities and Exchange Commission via EDGAR on May 31, 1995.
(f) Form of Amended Investment Advisory Agreement between Registrant
and Investment Company Capital Corp. with respect to the Tax-Free Series
is hereby incorporated by reference to Post-Effective Amendment No. 24
to Registrant's Registration Statement on Form N-1A (Registration No. 2-72658),
filed with the Securities and Exchange Commission via EDGAR on May 31, 1995.
(6) (a) Distribution Agreement containing a Plan of Distribution under Rule
12b-1 dated as of April 5, 1990 between Registrant and Alex. Brown &
Sons Incorporated is hereby incorporated by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
(Registration Statement No. 2-72658), filed with the Securities and
Exchange Commission on July 27, 1992.
(b) Form of Shareholder Processing and Service Agreement (Dealer
Agreement) between Alex. Brown & Sons Incorporated and Participating
Broker-Dealers is hereby incorporated by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange
Commission on July 27, 1990.
(c) Form of Shareholder Servicing Agreement between Registrant and
Shareholder Servicing Agents is hereby incorporated by reference to
Post-Effective Amendment No. 12 to Registrant's Registration Statement
on Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on February 5, 1990.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
(d) Distribution Agreement dated as of April 4, 1990 between Registrant and
Alex. Brown & Sons Incorporated with respect to Institutional Shares is
hereby incorporated by reference to Post-Effective Amendment No. 21
to Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on July 28,
1993.
(e) Distribution Agreement dated as of October 5, 1990 containing a Plan of
Distribution under Rule 12b-1 between Registrant and Alex. Brown & Sons
Incorporated with respect to Registrant's Tax-Free Series is hereby
incorporated by reference to Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on July 28,
1993.
(f) Form of Shareholder Processing and Service Agreement (Dealer
Agreement) between Alex. Brown & Sons Incorporated and Participating
Broker-Dealers with respect to Registrant's Tax-Free Series is hereby
incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on
August 6, 1990.
(g) Form of Shareholder Servicing Agreement between Registrant and
Shareholder Servicing Agents with respect to Registrant's Tax-Free
Series is hereby incorporated by reference to Post-Effective Amendment
No. 15 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange
Commission on August 6, 1990.
(h) Distribution Agreement containing a Plan of Distribution under Rule
12b-1 dated as of January 31, 1991 between Alex. Brown & Sons
Incorporated and Registrant with respect to Quality Cash Reserve Shares
is hereby incorporated by reference to Post-Effective Amendment No. 21
to Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on July 28,
1993.
(i) Registrant's Form of Dealer Agreement between Alex. Brown & Sons
Incorporated and Participating Broker Dealers with respect to Quality
Cash Reserve Shares is hereby incorporated by reference to Post-
Effective Amendment No. 16 to Registrants' Registration Statement on
Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on November 30, 1990.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
(j) Form of Distribution Agreement between Alex Brown & Sons
Incorporated and Alex Brown with respect to Flag Investors Cash
Reserve Prime Shares- Class B is hereby incorporated by reference to
Post-Effective Amendment No. 23 to Registrant's Registration Statement
on Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on December 30, 1994.
(k) Form of Shareholder Servicing Agreement for Flag Investors Shares is
hereby incorporated by reference to Post-Effective Amendment No. 23
to Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on
December 30, 1994.
(l) Form of Sub-Distribution Agreement for Flag Investors Shares is hereby
incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A (Registration No.
2-72658), filed with the Securities and Exchange Commission on
December 30, 1994.
(7) None.
(8) (a) Custodian Agreement dated as of April 4, 1990 between Registrant and
Provident National Bank (now known as PNC Bank) is hereby
incorporated by reference to Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A (Registration
Statement No. 2-72658), filed with the Securities and Exchange
Commission on July 28, 1993.
(b) Accounting Services Agreement dated as of June 1, 1991 between
Registrant and Provident Financial Processing Corporation (now known
as PFPC Inc.) with respect to the Tax-Free Series is hereby incorporated
by reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A (Registration Statement No.
2-72658), filed with the Securities and Exchange Commission on July 27,
1994.
(9) Form of Master Services Agreement (for transfer agency services for the Fund
and accounting services for the Prime and Treasury Series) between Registrant
and Investment Company Capital Corp. is hereby incorporated by reference to
Post-Effective Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (Registration Statement No. 2-72658), filed with the Securities and
Exchange Commission on July 27, 1994.
(10) Opinion of Counsel is hereby incorporated by reference to Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange Commission
on February 5, 1990.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------- ----------- --------
<S> <C> <C>
Ex-99.B(11) (a) Consent of Coopers & Lybrand L.L.P., filed herewith.
(12) None.
(13) None.
(14) Retirement Plan Models are hereby incorporated by reference to Post-Effective
Amendment No. 7 to Registrant's Registration Statement on Form N-1A
(Registration No. 2-72658), filed with the Securities and Exchange Commission
on June 27, 1986.
(15) (a) See Exhibit 6 above.
(b) Form of Plan of Distribution with respect to Flag Investors Cash Reserve
Prime Shares - Class B is hereby incorporated by reference to Post-
Effective Amendment No. 23 to Registrant's Registration Statement on
Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on December 30, 1994.
(16) Schedule of Computation of Performance Quotations (unaudited) is hereby
incorporated by reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (Registration No. 2-72658), filed with the
Securities and Exchange Commission on February 5, 1990.
(24) (a) Powers of Attorney are hereby incorporated by reference to Post-
Effective Amendment No. 22 to Registrant's Registration Statement on
Form N-1A (Registration No. 2-72658), filed with the Securities and
Exchange Commission on July 27, 1994.
(b) Power of Attorney of James J. Cunnane is hereby incorporated by
reference to Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (Registration No. 2-72658), filed
with the Securities and Exchange Commission on December 30, 1994.
EX-99.B(24)(c) Power of Attorney of Truman T. Semans, filed herewith.
EX-27 Financial Data Schedules
</TABLE>
<PAGE>
Ex-99.B (11)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated May 1,
1995 on our audit of the financial statements and financial highlights of Alex.
Brown Cash Reserve Fund, Inc. in the Statement of Additional Information with
respect to Post-Effective Amendment No. 25 to the Registration Statement (No.
2-72658) on Form N-1A under the Securities Act of 1933, of Alex. Brown Cash
Reserve Fund, Inc. We also consent to the reference of our Firm under the
heading "General Information" in the Prospectus and under the heading "Reports"
in the Statement of Additional Information, which are incorporated by reference
to this registration statement.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 15, 1995
<PAGE>
ALEX. BROWN CASH RESERVE FUND, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that, Truman T. Semans,
whose signature appears below, does hereby constitute and appoint
Edward J. Veilleux and Brian C. Nelson, and each of them singly,
his true and lawful attorney-in-fact and agent, with full power
of substitution or resubstitution, to do any and all acts and
things and to execute any and all instruments, in his name, place
and stead, which said attorney-in-fact and agent may deem
necessary or advisable or which may be required to enable Alex.
Brown Cash Reserve Fund, Inc. (the "Fund") to comply with the
Securities Act of 1933, as amended (the "1933 Act") and the
Investment Company Act of 1940, as amended (the "1940 Act"), and
any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
Fund's Registration Statement on Form N-1A pursuant to the 1933
Act and the 1940 Act, together with any and all pre-and post-
effective amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign in the name and on behalf of the undersigned as a
director of the Fund such Registration Statement and any and all
such pre-and post-effective amendments filed with the Securities
and Exchange Commission under the 1933 Act and the 1940 Act, and
any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said
attorney-in-fact and agent, or either of them or their substitute
or substitutes, shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal as of the date set forth below.
/s/ Truman T. Semans
------------------------------
Truman T. Semans
Date: November 16, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000353447
<NAME> ALEX BROWN CASH RESERVE
<SERIES>
<NUMBER> 1
<NAME> TREASURY SERIES
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 524,646,721
<INVESTMENTS-AT-VALUE> 524,646,721
<RECEIVABLES> 2,212,976
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<CIK> 0000353447
<NAME> ALEX BROWN CASH RESERVE
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<NAME> PRIME SERIES
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<CIK> 0000353447
<NAME> ALEX BROWN CASH RESERVE
<SERIES>
<NUMBER> 3
<NAME> TAX FREE SERIES
<PERIOD-TYPE> 12-MOS
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<PERIOD-END> MAR-31-1995
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