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.
One South 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 Flag Investors Prime
Class Class A
Alex. Brown Institutional Flag Investors Prime
Prime Shares Class Class B
Quality Cash Reserve
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:
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March 31, 1997
___________________________________________________________________
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:
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:
None
___________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year:
34,116,254,859 shares @ $34,116,254,859 (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:
34,116,254,859 shares @ $34,116,254,859 (See attached Schedule A)
___________________________________________________________________
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)
___________________________________________________________________
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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):
$ 34,116,254,859
________________
(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):
- 33,754,878,580
________________
(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):
$ 361,376,279
________________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3,300
________________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$ 109,507.96
=================
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 14, 1997
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 15, 1997
* Please print the name and title of the signing officer below the
signature.
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SCHEDULE A
Sales Sales Amount
Treasury Series
Alex. Brown Treasury Shares $ 4,075,840,415
Alex. Brown Institutional Treasury Shares 458,391,680
_____________
$ 4,534,232,095
Prime Series
Alex. Brown Prime Shares $ 22,263,288,298
Flag Investors Prime A Shares 9,331,912
Flag Investors Prime B Shares 328,144
Alex. Brown Institutional Prime Shares 912,825,877
Quality Cash Reserve Prime Shares 1,001,597,821
________________
$ 24,187,372,052
Tax-Free Series
Tax-Free Shares $ 5,222,168,283
________________
Total Sales $33,943,772,430
================
Dividend Reinvestment
Treasury Series
Alex. Brown Treasury Shares $ 29,377,891
Alex. Brown Institutional Treasury Shares 1,597,049
_______________
$ 30,974,940
Prime Series
Alex. Brown Prime Shares $ 113,931,978
Flag Investors Prime A Shares 281,420
Flag Investors Prime B Shares 1,264
Alex. Brown Institutional Prime Shares 3,084,567
Quality Cash Reserve Prime Shares 8,045,624
_______________
$ 125,344,853
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Tax-Free Series
Tax Free Shares $ 16,162,636
_________________
Total Dividend Reinvestments $ 172,482,429
==================
Redemptions
Treasury Series
Alex. Brown Treasury Shares $ 4,093,588,948
Alex. Brown Institutional Treasury Shares 450,602,609
_________________ _________________
$ 4,544,191,557
Prime Series
Alex. Brown Prime Shares $22,218,380,783
Flag Investors Prime A Shares 9,068,618
Flag Investors Prime B Shares 112,510
Alex. Brown Institutional Prime Shares 851,798,212
Quality Cash Reserve Prime Shares 968,685,990
_________________
$24,048,046,113
Tax-Free Series
Tax-Free Shares $ 5,162,640,910
_________________
Total Redemptions $33,754,878,580
=================
Fee Computation:
$33,943,772,430 + 172,482,429 = $34,116,254,859
$34,116,254,859 - 33,754,878,580 = $361,376,279
$361,376,279 divided by 3,300 = $109,507.96
6 <PAGE>
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2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
May 15, 1997
Alex. Brown Cash Reserve Fund, Inc.
One South 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, 1997
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
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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