Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Alex. Brown Cash Reserve Fund, Inc.
135 East Baltimore Street
Baltimore, Maryland 21202
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Prime Series
Alex. Brown Prime Shares Class Flag Investors Prime Class A
Alex. Brown Institutional Prime Flag Investors Prime Class B
Shares Class Quality Cash Reserve Prime
Prime Shares Class
Treasury Series Tax-Free Series
Alex. Brown Institutional Treasury Alex. Brown Tax-Free
Shares Class Shares Class
Alex. Brown Treasury Shares Class
_________________________________________________________________
3. Investment Company Act File Number: 811-3196
Securities Act File Number: 2-72658
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
_________________________________________________________________
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
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N/A
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
_________________________________________________________________
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year:
None
_________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
161,391,905 shares valued at $161,391,905 on May 31, 1995
+ 203,000,000 shares valued at $203,000,000 on November 30, 1995
________________________________________________________________
364,391,905 shares valued at $364,391,905
_________________________________________________________________
9. Number and aggregate sale price of securities sold during
the fiscal year:
30,353,964,423 shares @ $30,353,964,423 (See attached
Schedule A)
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
29,989,572,518 shares @ $29,989,572,518 (See attached
Schedule A)
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11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Included in Item 9 above (See attached Schedule A)
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 29,989,572,518
____________________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ --
____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 29,048,997,632
____________________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ --
____________________
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 {line
(i), plus line (ii), less line (iii), plus line (iv)}
(if applicable):
$ 940,574,886
____________________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2,900
_____________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$ 324,336.17
=====================
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
May 21, 1996
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
Date May 23, 1996
* Please print the name and title of the signing officer below
the signature.
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SCHEDULE A
Sales Sales Amount
Treasury Series
Treasury Shares $ 4,043,423,430
Institutional Treasury Shares 396,793,576
_____________
$ 4,440,217,006
Prime Series
Prime Shares $ 19,439,463,533
Flag Prime A Shares 12,118,053
Flag Prime B Shares 24,535
Institutional Prime Shares 213,159,539
Quality Prime 1,285,040,597
_____________
$ 20,949,806,257
Tax-Free Series
Tax Free Shares $ 4,817,984,787
_____________
Total Sales $ 30,208,008,050
==============
Dividend Reinvestment
Treasury Series
Treasury Shares $ 28,890,267
Institutional Treasury Shares 417,316
_____________
$ 29,307,583
Prime Series
Prime Shares $ 93,103,137
Flag Prime A Shares 374,561
Flag Prime B Shares --
Institutional Prime Shares 753,855
Quality Prime 6,300,386
_____________
$ 100,531,939
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Tax-Free Series
Tax Free Shares $ 16,116,851
_____________
Total Dividend Reinvestments $ 145,956,373
==============
24e-2 Securities $ 364,391,905
Redemptions
Treasury Series
Treasury Shares $ 3,917,714,533
Institutional Treasury Shares 359,444,133
_____________
$ 4,277,158,666
Prime Series
Prime Shares $ 18,617,959,766
Flag Prime A Shares 14,242,488
Flag Prime B Shares 14,355
Institutional Prime Shares 172,118,522
Quality Prime 1,229,520,569
_____________
$ 20,033,855,680
Tax-Free Series
Tax Free Shares $ 4,737,983,286
_____________
Total Redemptions $ 29,048,997,632
==============
Fee Computation:
$30,353,964,423 - $364,39l,905 = $29,989,572,518
$29,989,572,518 - $29,048,997,632 = $940,574,886
$940,574,886 divided by 2,900 = $324,336.17
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{ LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP }
May 23, 1996
Alex. Brown Cash Reserve Fund, Inc.
135 East Baltimore Street
Baltimore, Maryland 21202
Re: Rule 24f-2 Notice for
Alex. Brown Cash Reserve Fund, Inc.
(File Nos. 2-72658 and 811-3196)
Gentlemen:
Alex. Brown Cash Reserve Fund, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland with its
principal place of business in Baltimore, Maryland. The Fund is
an open-end diversified management investment company registered
with the Securities and Exchange Commission (the "Commission")
under the Investment Company Act of 1940. This opinion relates
to shares of common stock, par value $.001 per share, sold by the
Fund in reliance upon Rule 24f-2 during its fiscal year ended
March 31, 1996, the registration of which is made definite by the
filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form N-
1A, as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold
and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. Joseph A. Finelli
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