DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND INC, DEFS14A, 1999-08-26

DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND INC
DEFS14A, 1999-08-26

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

___________________________________________________________________________
3) Filing Party:

___________________________________________________________________________
4) Date Filed:

___________________________________________________________________________

<PAGE>

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
(Formerly, BT Alex. Brown Cash Reserve Fund, Inc.)
One South Street
Baltimore, Maryland 21202

---------------------------
August 25, 1999

Dear Shareholder:

On June 4, 1999, Bankers Trust merged with Deutsche Bank AG. Bankers Trust
is the parent of Investment Company Capital Corp., the investment advisor to
each Series of Deutsche Banc Alex. Brown Cash Reserve Fund, Inc. (the "Fund").
As a result of the merger, we are asking shareholders of each Series to approve
new advisory agreements. Enclosed is further information relating to these
changes, including a Questions & Answers section, proxy statement and proxy
card(s).

Important information about the changes:

o The merger has no effect on the number of shares you own or the value of
those shares.

o The advisory fees payable under the new advisory agreements have not
increased.

o The investment objective of each Series has not changed.

In addition to the change in advisory agreements, shareholders are also
being asked to approve other changes outlined in the enclosed Proxy Statement.
The Board of Directors of the Fund believes that the proposals are important
and recommends that you read the enclosed materials carefully and then vote for
all proposals.

What you need to do:

o Read all enclosed materials including the Questions & Answers section.

o Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card and return it in the
postage-paid envelope provided.

2. By Telephone: Call the Toll-Free # on your proxy card.

3. By Internet: Logon to www.proxyvote.com.

4. Attend the Shareholder Meeting (details enclosed).

Please note: If you own shares in more than one Series, you will receive more
than one proxy card. Please sign and return each proxy card you receive.

Sincerely,

/s/ Richard T. Hale
----------------------------------
Richard T. Hale
Chairman
Deutsche Banc Alex. Brown
Cash Reserve Fund, Inc.
<PAGE>
August 25, 1999

IMPORTANT NEWS
FOR SHAREHOLDERS OF DEUTSCHE BANC ALEX. BROWN
CASH RESERVE FUND, INC.
(Formerly, BT Alex. Brown Cash Reserve Fund, Inc.)

While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of some matters affecting the Prime,
Treasury and Tax-Free Series of the Fund which require a shareholder vote.

Q&A: QUESTIONS AND ANSWERS

Q. What has happened to require a shareholder vote?

A. On June 4, 1999, Bankers Trust became a subsidiary of Deutsche Bank AG.
Bankers Trust is the parent of Investment Company Capital Corp. ("ICC"),
investment advisor to each Series of the Fund. Deutsche Bank, a banking company
organized under the laws of the Federal Republic of Germany, provides a
comprehensive range of global banking and financial services. Deutsche Bank now
ranks as the fourth largest investment manager in the world with $670 billion
in assets in a full range of active and index strategies. Deutsche Asset
Management Americas handles the investment management activities of Deutsche
Bank in the Americas, and, as of July 31, 1999, manages $322 billion in assets.

To ensure that ICC may continue to serve as investment advisor to each
Series of the Fund, we are seeking shareholder approval of new advisory
agreements. In addition, you are being asked to elect a Board of Directors of
the Fund and to modify or eliminate certain of the Series' fundamental
investment policies in response to changes in the law.

THE BOARD MEMBERS OF YOUR FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE
FUND, RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.

Q. Why am I being asked to vote on the new advisory agreements?

A. The Investment Company Act of 1940, which regulates investment companies in
the United States such as the Fund, requires a shareholder vote to approve new
investment advisory agreements following certain types of business
combinations. The new advisory agreements became effective immediately upon
consummation of the merger and will continue in effect only upon shareholder
approval.

Q. How does the merger affect the Fund?

A. Each Series of the Fund and its respective investment objectives have not
changed as a result of the merger. You still own the same shares in the same
Fund as you did prior to the merger. The new advisory agreements contain
substantially the same terms and conditions as the investment advisory
agreements in effect prior to the

<PAGE>

merger, except for the dates of execution, effectiveness and initial term. If
shareholders do not approve the new advisory agreements, these agreements will
no longer continue and the Board of Directors will take such action as it deems
to be in the best interests of each Series, and its shareholders.

Q. Have the investment advisory fees remained the same?

A. Yes.

Q. What are the benefits of the merger?

A. There are several potential positive aspects of the merger you may be
interested in. Most notably, the combined institution will be one of the
largest financial institutions in the world, as well as a leader in a number of
important categories, including asset management. The financial strength of the
combined institution coupled with the increased breadth and depth of its
resources and capabilities are advantages the acquisition brings. Further, as a
truly global institution, the combined entity will be in a unique position to
provide coverage, services and products.

Q. How does the Board of Directors of the Fund recommend that I vote?

A. After careful consideration, the Board of Directors of the Fund recommends
that you vote in favor of all the proposals on the enclosed proxy card(s).

Q. Where can I get more information?

A. If you need more information, please call Shareholder Communications
Corporation, the Fund's information agent, at 1-800-732-6168.

Q. How can I vote my shares?

A. You may choose from one of the following options to vote your shares:

o By mail, with the enclosed proxy card(s) and return envelope.

o By telephone, with a toll-free call to the telephone number that appears on
your proxy card.

o Through the Internet, by using the Internet address located on your proxy
card and following the instructions on the site.

o In person at the shareholder meeting (see details enclosed in proxy
statement).

Q. Will the Fund pay for the proxy solicitation and legal costs associated with
this transaction?

A. No, ICC will bear these costs.

Q. What happens if I own shares in more than one Series?

A. If you have shares of more than one Series in your name at the same address,
you will receive separate proxy cards for each Series but only one proxy
statement for the account.

Please vote all issues on each proxy card that you receive. Thank you for
mailing your proxy card promptly.
<PAGE>

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
(Formerly, BT Alex. Brown Cash Reserve Fund, Inc.)

One South Street
Baltimore, Maryland 21202
---------------------------
Notice of Special Meeting of Shareholders

October 7, 1999

TO THE SHAREHOLDERS OF DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.:
You are cordially invited to a special meeting (the "Special Meeting") of
the shareholders of Deutsche Banc Alex. Brown Cash Reserve Fund, Inc. (the
"Fund"). The Special Meeting will be held on Thursday, October 7, 1999, at 2:45
p.m. Eastern Time at the offices of Investment Company Capital Corp., in the
conference room on the 30th Floor of The Alex. Brown Building, One South
Street, Baltimore, Maryland 21202. The purpose of the Special Meeting is to
consider the proposals set forth below and to transact such other business as
may be properly brought before the Special Meeting:

PROPOSAL 1: To consider and act upon a proposal to elect a Board of
Directors of the Fund (voted on by all shareholders).
PROPOSAL 2: To approve a new Investment Advisory Agreement between the
Fund and Investment Company Capital Corp. with respect to
each Series (voted on by shareholders of each Series
separately).
PROPOSAL 3: To eliminate each Series' fundamental investment
policy concerning investments in companies for the purposes
of exercising control or management (voted on by
shareholders of each Series separately).

PROPOSAL 4: To eliminate each Series' fundamental investment policy
concerning pledging, mortgaging or hypothecating assets
(voted on by shareholders of each Series separately).
PROPOSAL 5: To eliminate each Series' fundamental investment policy
concerning investment in securities of other investment
companies (voted on by shareholders of each Series
separately).
PROPOSAL 6: To eliminate each Series' fundamental investment policy
concerning short sales, purchasing securities on margin, and
investing in puts and calls and modifying each Series'
policy on commodities (voted on by shareholders of each
Series separately).
PROPOSAL 7: To eliminate each Series' fundamental investment policy
concerning purchases of oil, gas, or mineral interests
(voted on by shareholders of each Series separately).
PROPOSAL 8: To modify each Series' fundamental investment policy
concerning borrowing (voted on by shareholders of each
Series separately).
PROPOSAL 9: To modify each Series' fundamental investment policy
concerning loans (voted on by shareholders of each Series
separately).

Only shareholders of the Fund at the close of business on August 6, 1999
are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
<PAGE>

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON
AS POSSIBLE. YOU MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE
INTERNET. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS ACCOMPANYING YOUR ENCLOSED
PROXY CARD. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO VOTE SO THAT A
QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY
IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

/s/ Amy M. Olmert
-----------------------
Amy M. Olmert
Secretary
Dated: August 25, 1999
<PAGE>

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
(Formerly, BT Alex. Brown Cash Reserve Fund, Inc.)

One South Street
Baltimore, Maryland 21202

---------------------------------
PROXY STATEMENT
---------------------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD

October 7, 1999

This Proxy Statement is furnished by the Board of Directors of Deutsche
Banc Alex. Brown Cash Reserve Fund, Inc. (the "Fund") in connection with the
solicitation of proxies for use at the special meeting of shareholders of the
Fund to be held on Thursday, October 7, 1999, at 2:45 p.m. Eastern Time, or at
any adjournment thereof (the "Special Meeting"), at the offices of Investment
Company Capital Corp., in the conference room on the 30th Floor of The Alex.
Brown Building, One South Street, Baltimore, Maryland 21202. It is expected
that the Notice of Special Meeting, the Proxy Statement and a Proxy Card will
be mailed to shareholders on or about August 25, 1999.

Summary
-------

At the Special Meeting, shareholders will be asked to elect a slate of
Directors, to approve new Investment Advisory Agreements for the Prime,
Treasury and Tax-Free Series of the Fund (each a "Series" and collectively "the
Series"), and to consider a number of issues relating to the fundamental
investment policies of the Series.

Proposal 1 asks shareholders of the Fund to elect a Board of Directors.

Proposal 2 asks shareholders of each of the Prime, Treasury and Tax-Free
Series, respectively, to consider a new Investment Advisory Agreement between
each Series and Investment Company Capital Corp. ("ICC" or the "Advisor"). This
action is necessary because the merger on June 4, 1999 (the "Merger") between
Bankers Trust Corporation ("Bankers Trust"), the indirect parent of ICC, and a
U.S. subsidiary of Deutsche Bank AG ("Deutsche Bank") may have arguably
resulted in an assignment and, therefore, termination of the Fund's prior
Investment Advisory Agreements under the Investment Company Act of 1940, as
amended (the "1940 Act"). Each Series' new Investment Advisory Agreement is
identical to its prior Investment Advisory Agreement, except for the dates of
execution, effectiveness and initial term.

1
<PAGE>

Proposals 3 through 9 ask shareholders to approve changes in the
fundamental investment policies of each Series. Shareholders are being asked to
modify or eliminate certain of the Series' investment policies primarily to
update these policies to reflect changes in the law. The changes to a Series'
fundamental policies would become effective upon shareholder approval or at
such later date as the proper officers of the Fund determine.

All shareholders of the Fund are entitled to vote on Proposal 1. Proposals
2 through 9 require action by the shareholders of the Prime, Treasury and
Tax-Free Series, voting separately. The summary voting table below sets forth
all of the Proposals to be acted upon and indicates which Series' shareholders
are solicited with respect to each Proposal.

Proposal Number Series
--------------- ------
1 All Series together
2 Prime, Treasury and Tax-Free, separately
3 Prime, Treasury and Tax-Free, separately
4 Prime, Treasury and Tax-Free, separately
5 Prime, Treasury and Tax-Free, separately
6 Prime, Treasury and Tax-Free, separately
7 Prime, Treasury and Tax-Free, separately
8 Prime, Treasury and Tax-Free, separately
9 Prime, Treasury and Tax-Free, separately

If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet, allowing sufficient time for the Proxy to be received on or before
2:45 p.m. Eastern Time on Thursday, October 7, 1999. If your Proxy is properly
returned, shares represented by it will be voted at the Special Meeting in
accordance with your instructions. However, if no instructions are specified on
the Proxy with respect to a specific Proposal, the Proxy will be voted FOR the
approval of such Proposal and in accordance with the judgment of the persons
appointed as proxies upon any other matter that may properly come before the
Special Meeting. Shareholders may revoke their Proxies at any time prior to the
time they are voted by giving written notice to the Secretary of the Fund, by
delivering a subsequently dated Proxy or by attending and voting at the Special
Meeting.

The close of business on August 6, 1999, has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice
of, and to vote at, the Special Meeting and at any adjournment thereof. On that
date, the Fund had 6,481,274,812.051 shares outstanding, consisting of
4,459,895,223.641 shares of the Prime Series, 853,851,732.400 shares of the
Treasury Series and 1,167,527,856.010 shares of the Tax-Free Series. Each full
share will be entitled to one vote at the Special Meeting and each fraction of
a share will be entitled to the fraction of a vote equal to the proportion of a
full share represented by the fractional share.

2
<PAGE>

The expenses of the Special Meeting will be borne by ICC and will include
reimbursement to brokerage firms and others for expenses in forwarding Proxy
solicitation materials to beneficial owners. The solicitation of Proxies will
be largely by mail, but may include telephonic, telegraphic, Internet or oral
communication by employees and officers of ICC. Additional solicitation may be
made by Shareholder Communications Corporation ("Shareholder Communications"),
a solicitation firm located in New York, New York that has been engaged by the
Fund to assist in proxy solicitation.

Upon Request, the Fund will furnish to shareholders, without charge, a
copy of the Annual Report for its fiscal year ended March 31, 1999. The Annual
Report of the Fund may be obtained by written request to the Fund, One South
Street, Baltimore, Maryland 21202, or by calling (800) 553-8080.

The Fund is registered as an open-end, diversified management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended. The Fund offers three Series of shares: Prime Series,
Treasury Series and Tax-Free Series. The Fund is advised by ICC, a wholly owned
subsidiary of BT Alex. Brown Incorporated ("BT Alex. Brown") and an indirect
subsidiary of Bankers Trust. Prior to June 4, 1999, ICC acted as the investment
advisor to each of the Fund's Series pursuant to three separate Investment
Advisory Agreements dated September 1, 1997 (the "Prior Advisory Agreements").
The Prior Advisory Agreements were arguably assigned and, therefore,
terminated, by the Merger on June 4, 1999. Under an exemptive order issued by
the Securities and Exchange Commission (the "SEC") on May 25, 1999, ICC has
served as investment advisor since the closing date of the Merger pursuant to
three new Investment Advisory Agreements (the "New Advisory Agreements") that
are substantially identical to the Prior Investment Advisory Agreements. It is
proposed that shareholders approve the New Advisory Agreements. (See Proposal
2, below.)

PROPOSAL 1: To consider and act upon a proposal to elect a Board of
Directors of the Fund.

At the Special Meeting, it is proposed that eight Directors be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies on behalf of the shareholders for the
election of Richard R. Burt, Richard T. Hale, Joseph R. Hardiman, Louis E.
Levy, Eugene J. McDonald, Rebecca W. Rimel, Truman T. Semans, and Robert H.
Wadsworth (each a "Nominee" and collectively the "Nominees"). All of the
Nominees are currently members of the Board of Directors except Messrs. Burt
and Wadsworth. Ms. Rimel and Messrs. Hale, Levy, McDonald and Semans, were last
elected by a vote of shareholders on August 14, 1997. Mr. Hardiman was
appointed by the Board of Directors to fill a vacancy on the Board and has not
previously been elected by the shareholders. Messrs. James J.

3
<PAGE>

Cunnane and Carl W. Vogt, who are currently members of the board, are not
seeking reelection and will resign from the Board effective upon the election
of their successors. It is the intention of the Board that at least 75% of its
members will be disinterested persons within the contemplation of Section 15(f)
of the 1940 Act and will remain disinterested persons for at least three years
after the Merger.

At a meeting held on July 28, 1999, the nominating committees (with each
committee comprised of four independent directors) of the Boards of Directors
of the Deutsche Funds, Inc. ("Deutsche Funds") and the Deutsche Portfolios
recommended to the full Boards the nomination of Ms. Rimel and Messrs. Hale,
Hardiman, Levy, McDonald and Semans to each Board. If approved by the full
Boards of the Deutsche Funds and the Deutsche Portfolios, and if subsequently
approved by the shareholders, they will serve as directors of the Deutsche
Funds and the Deutsche Portfolios. The Deutsche Funds and the Deutsche
Portfolios are advised by a subsidiary of Deutsche Bank.

The proposal to elect the Board of Directors is being presented for
shareholder approval pursuant to requirements under the 1940 Act. Under the
1940 Act, Directors may not fill vacancies unless at least two-thirds of the
Directors holding office after such vacancies are filled have been elected by
the shareholders. The Special Meeting will provide the Board with operating
flexibility by making it possible for the Board of Directors to fill vacancies
that may occur in the future.

Each of the Nominees has consented to being named in this Proxy Statement
and to serving as a Director if elected. The Fund knows of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Fund does
not hold regular annual shareholder meetings, each Nominee, if elected, will
hold office until his or her successor is elected and qualified.

Information Regarding Nominees

The following information is provided for each Nominee. As of May 31,
1999, the Directors and officers of the Fund as a group and the Nominees as a
group beneficially owned an aggregate of less than 1% of any Series of the
Fund.

4
<PAGE>

<TABLE>
<CAPTION>
Shares
Beneficially
Name and Position Business Experience During the Past Owned as of
with the Fund Age Five Years (including all directorships) May 31, 1999** Percentage
- ----------------------- ----- --------------------------------------------- ------------------- -----------
<S> <C> <C> <C> <C>
Richard R. Burt 52 Chairman, IEP Advisors, Inc.; Chairman of None ***
Nominee the Board, Weirton Steel Corporation;
Member of the Board, Archer Daniels
Midland Company (agribusiness
operations), Hollinger International Inc.
(publishing), Homestake Mining Company
(mining and exploration), HCL
Technologies (information technology) and
Anchor Technologies (gaming software and
equipment); Director, Mitchell Hutchins
family of funds and Deutsche Funds, Inc.;
and Trustee, Deutsche Portfolios (registered
investment companies); and Member,
Textron Corporation International Advisory
Council. Formerly, Partner, McKinsey &
Company (consulting), 1991-1994; and
U.S. Chief Negotiator in Strategic Arms
Reduction Talks (START) with former
Soviet Union and U.S. Ambassador to the
Federal Republic of Germany, 1985-1991.
Nominee for Director of 8 funds in the
Fund Complex.

Joseph R. Hardiman 62 Private Equity Investor and Capital 1,171,987.39 ***
Director since 1998 Markets Director Consultant; and Director, 4,645.03+
Wit Capital Group (registered broker
dealer) and The Nevis Fund (registered
investment company). Formerly, Director,
Circon Corp. (medical instruments),
November 1998-January 1999; President
and Chief Executive Officer, The National
Association of Securities Dealers, Inc. and
The NASDAQ Stock Market, Inc.,
1987-1997; Chief Operating Officer of
Alex. Brown & Sons Incorporated,
1985-1987; and General Partner, Alex.
Brown & Sons Incorporated (now BT
Alex. Brown Incorporated), 1976-1985.
Director of each fund in the Fund
Complex.
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
Shares
Beneficially
Name and Position Business Experience During the Past Owned as of
with the Fund Age Five Years (including all directorships) May 31, 1999** Percentage
- ----------------------- ----- -------------------------------------------- ---------------- -----------
<S> <C> <C> <C> <C>
Louis E. Levy 66 Director, Kimberly-Clark Corporation None ***
Director since 1994 (personal consumer products) and
Household International (finance and
banking). Formerly, Chairman of the
Quality Control Inquiry Committee and
American Institute of Certified Public
Accountants 1992-1998; Trustee, Merrill
Lynch Funds for Institutions, 1991-1993;
Adjunct Professor, Columbia
University-Graduate School of Business,
1991-1992; and Partner, KPMG Peat
Marwick, retired 1990. Director of each
fund in the Fund Complex.

Eugene J. McDonald 67 President, Duke Management Company None ***
Director since 1995 (investments); Executive Vice President,
Duke University (education, research and
health care); Executive Vice Chairman and
Director, Central Carolina Bank & Trust
(banking); and Director, Victory Funds
(registered investment companies).
Formerly, Director, AMBAC Treasurers
Trust (registered investment company) and
DP Mann Holdings (insurance). Director of
each fund in the Fund Complex.

Rebecca W. Rimel 48 President and Chief Executive Officer, The None ***
Director since 1995 Pew Charitable Trusts (charitable funds);
and Director and Executive Vice President,
The Glenmede Trust Company (investment
trust and wealth management). Formerly,
Executive Director, The Pew Charitable
Trusts. Director of 11 funds in the Fund
Complex.

Truman T. Semans* 72 Vice Chairman, Brown Investment 3,289,666.45 ***
Director since 1995 Advisory & Trust Company (formerly,
Alex. Brown Capital Advisory & Trust
Company); Director, Investment Company
Capital Corp. (registered investment
advisor); and Director and Chairman, the
Executive Committee of Virginia Hot
Springs, Inc. (property management).
Formerly, Managing Director, BT Alex.
Brown Incorporated; and Vice Chairman,
Alex. Brown & Sons Incorporated (now
BT Alex. Brown Incorporated). Director of
10 funds in the Fund Complex.
</TABLE>

6
<PAGE>

<TABLE>
<CAPTION>
Shares
Beneficially
Name and Position Business Experience During the Past Owned as of
with the Fund Age Five Years (including all directorships) May 31, 1999** Percentage
- --------------------- ----- ---------------------------------------------- ---------------- -----------
<S> <C> <C> <C> <C>
Robert H. Wadsworth 59 President, The Wadsworth Group None ***
Nominee (registered investment advisor), First Fund
Distributors, Inc. (registered broker-dealer)
and Guinness Flight Investment Funds;
Director, The Germany Fund, Inc., The
New Germany Fund, Inc., The Central
European Equity Fund, Inc., and Deutsche
Funds, Inc.; Trustee, Deutsche Portfolios;
and Vice President, Professionally Managed
Portfolios and Advisors Series Trust
(registered investment companies).
Nominee for Director of 8 funds in the
Fund Complex.
</TABLE>

- ----------------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.
** This information has been provided by each Nominee for Director of
the Fund.
*** As of May 31, 1999, the Nominees of the Fund as a group
beneficially owned an aggregate of less than 1% of any Series of the
Fund.
**** The "Fund Complex" consists of 12 registered investment companies which
hold themselves out to investors as related companies for purposes of
investment and investor services for which ICC provides investment
advisory or administrative services.
+ Mr. Hardiman disclaims beneficial ownership of these shares as they are
held by his wife.

Compensation of Directors

Each Director who is not an "interested person" within the meaning of the
1940 Act, as well as the Fund's President, receives an aggregate annual fee
(plus reimbursement for reasonable out-of-pocket expenses incurred in
connection with his or her attendance at Board and committee meetings) from the
Fund and all of the funds in the Fund Complex for which he or she serves.
Payment of such fees and expenses is allocated among all such funds described
above in proportion to their relative net assets. For the fiscal year ended
March 31, 1999, Independent Directors' (defined below) fees attributable to the
assets of the Fund totaled $137,888. Officers of the Fund, except the Fund's
President, receive no direct remuneration from the Fund. Officers of the Fund
who are employees of Deutsche Asset Management Americas or its affiliates may
be considered to have received remuneration indirectly.

Any Director who receives fees from the Fund is permitted to defer between
50% and 100% of his or her annual compensation pursuant to a Deferred
Compensation Plan. Ms. Rimel and Messrs. Cunnane, Levy, McDonald and Vogt have
each executed a Deferred Compensation Agreement and may defer a portion of
their compensation

7
<PAGE>

from the Fund and the Fund Complex. Currently, the deferring Directors may
select from among various funds in the Fund Complex and BT International Equity
Fund in which all or part of their deferral account shall be deemed to be
invested. Distributions from the deferring Directors' deferral accounts will be
paid in cash, in quarterly installments over a period of ten years.

The aggregate compensation payable by the Fund to each of the Fund's
Directors serving during the fiscal year ended March 31, 1999 is set forth in
the compensation table below. The aggregate compensation payable to such
Directors during the fiscal year ended March 31, 1999 by the Fund Complex is
also set forth in the compensation table below.

COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation Number of Funds
Compensation Benefits Accrued as from the Fund in Fund Complex
Payable Part of Fund and Fund Complex for which Director
Name and Position from the Fund Expenses Payable to Directors Serves
- ------------------------------------- --------------- ----------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Richard T. Hale, Chairman(1) ........ $ 0 $ 0 $ 0 10
Truman T. Semans, Director(1) ....... $ 0 $ 0 $ 0 10
James J. Cunnane, Director .......... $ 25,427(2) (3) $39,000 13(4)
Joseph R. Hardiman, Director(5) ..... $ 20,384 (3) $29,250 11(6)
John F. Kroeger, Director(7) ........ $ 24,230 (3) $36,750 13(4)
Louis E. Levy, Director ............. $ 30,300(2) (3) $46,500 13(4)
Eugene J. McDonald, Director ........ $ 28,656(2) (3) $44,000 13(4)
Rebecca W. Rimel, Director .......... $ 26,232(2) (3) $39,000 12(4,6)
Carl W. Vogt, Director .............. $ 25,982(2) (3) $39,000 13(4,6)
</TABLE>

- ----------------
(1) Denotes an individual who is an "interested person" as defined in the 1940
Act.
(2) Of the amounts payable to Ms. Rimel and Messrs. Cunnane, Levy, McDonald and
Vogt, $25,823, $25,427, $23,250, $28,656, and $25,982, respectively, were
deferred pursuant to the Fund Complex's Deferred Compensation Plan.
(3) The Fund Complex has adopted a retirement plan for eligible Directors and
the Fund's President, as described below. The actuarially computed pension
expense for the Fund for the fiscal year ended March 31, 1999 was
$287,906.
(4) One of these Funds ceased operations on July 29, 1998.
(5) Appointed to the Board on September 27, 1998.
(6) Ms. Rimel receives and Messrs. Vogt and Hardiman received (prior to their
appointment or election as Director to all of the funds in the Fund
complex) proportionately higher compensation from each fund for which they
serve as a Director.
(7) Retired, effective September 27, 1998. Deceased on November 26, 1998.

8
<PAGE>

The Fund Complex has adopted a retirement plan (the "Retirement Plan") for
the Fund's President and Directors who are not employees of the Fund, the
Fund's investment advisor or their respective affiliates (the "Participants").
After completion of six years of service, each Participant will be entitled to
receive an annual retirement benefit equal to a percentage of the fees earned
in his or her last year of service. Upon retirement, each Participant will
receive annually 10% of such fee for each year that he or she served after
completion of the first five years, up to a maximum annual benefit of 50% of
the fee earned in his or her last year of service. The fee will be paid
quarterly, for life, by each fund for which he or she serves. The Retirement
Plan is unfunded and unvested. The Plan has two Participants, a Director who
retired effective December 31, 1994 and Harry Woolf, the Fund's President, who
retired as a Director effective December 31, 1996. These Participants qualified
for the Retirement Plan by serving thirteen years and fourteen years,
respectively, as Directors in the Fund Complex and each will be paid a
quarterly fee of $4,875 by the Fund Complex for the rest of his life. Such fees
are allocated to each fund in the Fund Complex based upon the relative net
assets of such fund to the Fund Complex.

Set forth in the table below are the estimated annual benefits payable to
a Participant upon retirement assuming various years of service and payment of
a percentage of the fee earned in his or her last year of service. The
approximate credited years of service, shown in parentheses, for each
Participant at December 31, 1998, are as follows: Ms. Rimel (3) and Messrs.
Cunnane (4), Hardiman (0), Levy (4), McDonald (6) and Vogt (3).

Estimated Annual Benefits Payable By Fund Complex Upon Retirement

Chairmen of Audit
Years of Service and Executive Committees Other Participants
- ------------------- -------------------------- -------------------
6 years $ 4,900 $ 3,900
7 years $ 9,800 $ 7,800
8 years $14,700 $11,700
9 years $19,600 $15,600
10 years or more $24,500 $19,500

Meetings and Committees of the Board of Directors

There were four regular meetings of the Board of Directors held during the
fiscal year ended March 31, 1999. All incumbent Directors attended all of the
meetings held during their respective terms.

The Board of Directors has an Audit and Compliance Committee. The Audit
and Compliance Committee makes recommendations to the full Board of Directors
with respect to the engagement of independent accountants. The Committee
reviews, with the independent accountants, the results of the audit engagement
and matters having

9
<PAGE>

a material effect on the Fund's financial operations. The members of the Audit
and Compliance Committee during the fiscal year ended March 31, 1999, were Ms.
Rimel and Messrs. Levy (Chairman), Cunnane, Hardiman, McDonald and Vogt, each
of whom is not an "interested person" within the meaning of the 1940 Act. Mr.
Kroeger was Chairman of the Audit and Compliance Committee until his
retirement. If elected Messrs. Burt and Wadsworth will become members of the
Audit and Compliance Committee. The Audit and Compliance Committee met four
times during the fiscal year ended March 31, 1999. All incumbent members
attended at least 75% of the meetings of the Audit and Compliance Committee
held during their respective terms. The Chairman receives an aggregate annual
fee of $10,000 from the Fund Complex. Payment of such fee is allocated among
all funds in the Fund Complex in proportion to their relative net assets.

The Board of Directors has a Nominating Committee. The Nominating
Committee makes recommendations to the full Board of Directors with respect to
candidates for the Board of Directors. The members of the Nominating Committee
during the fiscal year ended March 31, 1999, were Ms. Rimel and Messrs.
McDonald (Chairman), Cunnane, Hardiman, Levy and Vogt, each of whom is not an
"interested person" within the meaning of the 1940 Act. If elected, Messrs.
Burt and Wadsworth will become members of the Nominating Committee. The
Nominating Committee met once during the fiscal year ended March 31, 1999. All
incumbent members, except Mr. Vogt, attended the meeting.

The Board of Directors has a Compensation Committee. The Compensation
Committee makes recommendations to the full Board of Directors with respect to
the compensation of Directors. The members of the Compensation Committee during
the fiscal year ended March 31, 1999 were Ms. Rimel, and Messrs. Cunnane
(Chairman), Hardiman, Levy, McDonald and Vogt, each of whom is not an
"interested person" within the meaning of the 1940 Act. If elected, Messrs.
Burt and Wadsworth will become members of the Compensation Committee. The
Compensation Committee did not meet during the fiscal year ended March 31,
1999.

The Board of Directors has an Executive Committee. The Executive Committee
makes recommendations to the full Board of Directors with respect to the
renewal of the Fund's agreements with its service providers. The members of the
Executive Committee during the fiscal year ended March 31, 1999 were Ms. Rimel
and Messrs. McDonald (Chairman), Cunnane, Levy, Hardiman and Vogt, each of whom
is not an "interested person" within the meaning of the 1940 Act. If elected,
Messrs. Burt and Wadsworth will become members of the Executive Committee. The
Executive Committee was formed on September 28, 1998, and met twice during the
fiscal year ended March 31, 1999. All incumbent members attended the meetings
during their respective terms. The Chairman receives an aggregate annual fee of
$10,000 from the Fund Complex. Payment of the fee is allocated among all funds
in the Fund Complex in proportion to their relative net assets.

10
<PAGE>

Board Approval of the Election of Directors

At meetings of the Board of Directors held on March 30, 1999 and July 28,
1999, the Board of Directors recommended that shareholders vote FOR each of the
Nominees for Director named herein. In recommending that shareholders elect the
Nominees as Directors of the Fund, the Board considered the Nominees'
experience and qualifications.

Shareholder Approval of the Election of Directors

The Election of the Directors requires the affirmative vote of a plurality
of all votes cast at the Special Meeting, provided that a majority of the
shares entitled to vote are present in person or by Proxy at the Special
Meeting. If you give no voting instructions, your shares will be voted FOR all
Nominees named herein. If the Directors are not approved by shareholders of the
Fund, the Board of Directors will consider alternative nominations.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS OF THE FUND
VOTE FOR THE ELECTION OF THE DIRECTORS.

PROPOSAL 2: To approve a new Investment Advisory Agreement between the Fund and
Investment Company Capital Corp. with respect to each Series.

General Information

ICC is the Fund's investment advisor with respect to each Series. ICC is
an indirect, wholly owned subsidiary of Bankers Trust. On November 30, 1998,
Bankers Trust, Deutsche Bank AG and Circle Acquisition Corporation entered into
an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the terms
of the Merger Agreement, Circle Acquisition Corporation, a wholly owned, New
York subsidiary of Deutsche Bank, merged with and into Bankers Trust on June 4,
1999, with Bankers Trust continuing as the surviving entity. Under the terms of
the Merger, each outstanding share of Bankers Trust common stock was converted
into the right to receive $93 in cash, without interest.

As a result of the Merger, Bankers Trust became a wholly owned subsidiary
of Deutsche Bank. Deutsche Bank is a banking company with limited liability
organized under the laws of the Federal Republic of Germany. Deutsche Bank is
the parent company of a group consisting of banks, capital markets companies,
mutual fund management companies, mortgage banks, a property finance company,
installment financing and leasing companies, insurance companies, research and
consultancy companies and other domestic and foreign companies (the "Deutsche
Group"). At March 31, 1999, the Deutsche Bank Group had total assets of U.S.
$727 billion. The

11
<PAGE>

Deutsche Bank Group's capital and reserves at March 31, 1999 were U.S. $19.6
billion. Since the Merger, Bankers Trust and ICC and along with their
affiliates, have continued to offer the same range of financial products and
services, including investment advisory services, that they offered prior to the
Merger.

The Merger on June 4, 1999 may have resulted in an assignment, and
therefore a termination, of the Prior Advisory Agreements under the 1940 Act.
In anticipation of the Merger, the Directors of the Fund, including the
Directors who are not (i) parties to the New Advisory Agreement or (ii)
interested persons of any such party (the "Independent Directors"), unanimously
approved the New Advisory Agreements (attached as Exhibit A, B and C) on March
30, 1999. Each New Advisory Agreement is identical to its corresponding Prior
Advisory Agreement, except for the dates of execution, effectiveness and
initial term.

On May 25, 1999, ICC was granted an exemptive order (the "Exemptive
Order") by the Securities and Exchange Commission ("SEC") permitting
implementation, without obtaining prior shareholder approval, of the New
Advisory Agreements during an interim period commencing on the date of the
closing of the Merger and continuing, for a period of up to 150 days, through
the date on which the New Advisory Agreements are approved by the shareholders
of each Series (the "Interim Period"). Under the terms of the Exemptive Order,
ICC is allowed to receive advisory fees during the Interim Period pursuant to
the New Advisory Agreements. In accordance with the Exemptive Order, the
advisory fees charged to the Fund and paid to ICC under the New Advisory
Agreements have been held in an interest-bearing escrow account and the Fund
expects to continue to deposit these fees in such account until shareholder
approval of the New Advisory Agreements has been obtained. If a New Advisory
Agreement is not approved by the shareholders of a Series by the expiration of
the Interim Period, the fees held in escrow with respect to that Series will be
remitted to the Fund. As of July 31, 1999, the amount escrowed for the Prime
Series totaled $1,793,264.24, the amount escrowed for the Treasury Series
totaled $271,118.58 and the amount escrowed for the Tax-Free Series totaled
$517,886.90.

ICC does not anticipate that the Merger will result in any reduction in
the quality of services now provided to the Series. Nor does ICC anticipate
that the Merger will have any adverse effect on its ability to fulfill its
obligations under the New Advisory Agreements or to operate its business in a
manner consistent with past business practices.

The Prior Advisory Agreements

Prior to June 4, 1999, ICC served as investment advisor to each Series
pursuant to Prior Advisory Agreements dated September 1, 1997. Each Prior
Advisory Agreement was initially approved by the shareholders on August 14,
1997. The Prior Advisory Agreements were last approved by the Fund's Board of
Directors, including a majority of the Independent Directors, on September 29,
1998.

12
<PAGE>

The New Advisory Agreements

Other than the dates of execution, effectiveness and initial term, each
New Advisory Agreement is identical to its corresponding Prior Advisory
Agreement. The terms of the New Advisory Agreements are summarized below and
are qualified by reference to Exhibits A, B and C.

Advisory Fees. The investment advisory fee as a percentage of net assets
payable by the Fund under each New Advisory Agreement will be the same as it
was under the corresponding Prior Advisory Agreement. If the investment
advisory fees under the New Advisory Agreements had been in effect for the
Fund's most recently completed fiscal year, ICC would have received the same
compensation as it received under the Prior Advisory Agreements.

The New Advisory Agreements. The New Advisory Agreements provide that the
Advisor, in return for its fee, will (a) supervise and manage all aspects of
the Series' operations; (b) formulate and implement continuing programs for the
purchase and sale of securities, consistent with the investment objective and
policies of the Series; (c) provide the Series with such executive,
administrative and clerical services as are deemed advisable by the Fund's
Board of Directors; (d) provide the Series with, or obtain for it, adequate
office space and all necessary office equipment and services; (e) obtain and
evaluate pertinent information about significant developments and economic,
statistical and financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Series, and whether concerning the
individual issuers whose securities are included in the Series or the
activities in which they engage, or with respect to securities which the
Advisor considers desirable for inclusion in the Series; (f) determine which
issuers and securities shall be represented in the Series and regularly report
thereon to the Fund's Board of Directors; (g) take all actions necessary to
carry into effect the Fund's purchase and sale programs with respect to the
Series; (h) supervise the operations of the Series' transfer and dividend
disbursing agent; (i) provide the Series with such administrative and clerical
services for the maintenance of certain shareholder records as are deemed
advisable by the Fund's Board of Directors; and (j) arrange, but not pay for,
the periodic updating of prospectuses and supplements thereto, proxy materials,
tax returns, reports to the Series' shareholders and reports to and filings
with the SEC and state Blue Sky authorities which may be required of the
Series. Subject to the approval of the Board and the Series' shareholders, the
Advisor may delegate certain of its duties enumerated above to a sub-advisor.

Under the Prime Series' New Advisory Agreement, the Fund pays ICC an
annual fee based on the Fund's average daily net assets. This fee is calculated
daily and paid monthly at the annual rate of 0.30% of the first $500 million,
0.26% of the next $500 million, 0.25% of the next $500 million, 0.24% of the
next $1 billion, 0.23% of the next $1 billion and 0.22% of the amount over $3.5
billion. The Prime Series pays its portion of the foregoing fee based on the
proportion of its net assets relative to the

13
<PAGE>

Fund's net assets. In addition, the Fund pays ICC a fee with respect to the
Prime Series, calculated daily and paid monthly, at the annual rate of 0.02% of
the Prime Series' average daily net assets.

Under the Treasury Series' New Advisory Agreement, the Fund pays ICC an
annual fee based on the Fund's average daily net assets. This fee is calculated
daily and paid monthly at an annual rate of 0.30% of the first $500 million,
0.26% of the next $500 million, 0.25% of the next $500 million, 0.24% of the
next $1 billion, 0.23% of the next $1 billion and 0.22% of the amount over $3.5
billion. The Treasury Series pays its portion of the foregoing fee based on the
proportion of its net assets relative to the Fund's net assets.

Under the Tax-Free Series' New Advisory Agreement, the Fund pays ICC an
annual fee based on the Fund's average daily net assets. This fee is calculated
daily and paid monthly at an annual rate of 0.30% of the first $500 million,
0.26% of the next $500 million, 0.25% of the next $500 million, 0.24% of the
next $1 billion, 0.23% of the next $1 billion and 0.22% of the amount over $3.5
billion. The Tax-Free Series pays its portion of the foregoing fee based on the
proportion of its net assets relative to the Fund's net assets. In addition,
the Fund pays ICC a fee with respect to the Tax-Free Series, calculated daily
and paid monthly, at the annual rate of 0.03% of the Tax-Free Series' average
daily net assets.

The New Advisory Agreements provide that the Advisor will furnish, subject
to compliance with applicable banking regulations, at its expense and without
cost to the Fund, the services of one or more officers of the Fund to the
extent that such officers may be required by the Fund for the proper conduct of
its affairs. The Fund assumes and pays all other expenses of the Series. These
expenses include, but are not limited to, the Series' portion of payments to
the Fund's distributor under the Fund's plans of distribution; the charges and
expenses of any registrar, any custodian or depository appointed by the Fund
for the safekeeping of its cash, portfolio securities and other property, and
any transfer, dividend or accounting agent or agents appointed by the Fund; and
broker's commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party. Additional information
regarding other Fund expenses is included in the New Advisory Agreements
attached as Exhibits A, B and C.

The services of the Advisor are not to be deemed exclusive, and the
Advisor is free to render investment advisory and corporate, administrative or
other services to others (including other investment companies), and to engage
in other activities, so long as its services under the agreement are not
impaired thereby. The Advisor's officers or directors may serve as officers or
directors of the Fund, and the Fund's officers or directors may serve as
officers or directors of the Advisor, to the extent permitted by law.

Following the expiration of its initial two-year term, the New Advisory
Agreements will continue in full force and effect from year to year, provided
that such

14
<PAGE>

continuance is approved at least annually by the Fund's Board or by
the vote of a majority of the Series' outstanding voting securities, and by the
affirmative vote of a majority of the Directors who are not parties to the
agreement or "interested persons" of a party to the agreement (other than as
Directors of the Fund) by votes cast in person at a meeting specifically called
for such purpose.

The New Advisory Agreements may be terminated at any time, on waivable
written notice within 60 days and without any penalty, by vote of the Fund's
Board of Directors, by vote of a majority of a Series' outstanding voting
securities or by the Advisor. The agreement automatically terminates in the
event of its assignment.

The New Advisory Agreements obligate the Advisor to exercise care and
diligence and to act in good faith and to use its best efforts within
reasonable limits to ensure the accuracy of all services performed under the
agreement, but the Advisor is not liable for any act or omission which does not
constitute willful misfeasance, bad faith or gross negligence on the part of
the Advisor or its officers, directors or employees, or reckless disregard by
the Advisor of its duties under the agreement.

Board Considerations. The Board held a meeting on March 30, 1999, at which
the Board, including the Independent Directors, unanimously approved the New
Advisory Agreements and recommended the New Advisory Agreements for approval by
shareholders. In evaluating the New Advisory Agreements, the Board based its
determination primarily on its conclusion that there would be a high degree of
continuity of services to the Fund and took into account that each Prior
Advisory Agreement is substantially identical to its corresponding New Advisory
Agreement, including the terms relating to the services to be provided
thereunder by ICC and the fees and expenses payable by the Fund.

The Board was assured on behalf of Bankers Trust and Deutsche Bank that
they intend to comply with the requirements of Section 15(f) of the 1940 Act.
Section 15(f) provides a non-exclusive safe harbor for an investment advisor to
an investment company or any of its affiliated persons to receive any amount or
benefit in connection with a change in control of the investment advisor that
results in an assignment so long as two conditions are met:

1. For a period of three years after the change of control, at least 75%
of the board members of the investment company must not be interested persons
of the acquired advisor or the acquiror (Bankers Trust and Deutsche Bank,
respectively, in this case). The Fund would be in compliance with this
provision of Section 15(f).

2. An "unfair burden" must not be imposed upon the investment company as a
result of such transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two-year period after the
Merger whereby the investment advisor, or any interested person of any such
advisor, receives or is entitled to receive

15
<PAGE>

any compensation, directly or indirectly, from the investment company or its
shareholders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter for such
investment company). Bankers Trust and Deutsche Bank are not aware of any
express or implied term, condition, arrangement or understanding that would
impose an "unfair burden" on the Fund as a result of the Merger. Bankers Trust
and Deutsche Bank have agreed that they, and their affiliates, will take no
action that would have the effect of imposing an "unfair burden" on the Fund as
a result of the Merger.

The Board also considered the terms of the Merger and the possible effects
of the Merger upon ICC's organization and upon the ability of ICC to provide
advisory services to the Fund. The Board considered the skills and capabilities
of ICC in this regard and the representations of Bankers Trust and Deutsche
Bank that no material change was planned in the current management or
facilities of ICC.

The Board was also informed of the resources of Deutsche Bank that could
be made available to the Advisor and the Fund. Although the Board focused
primarily on the continuity of services to the Fund, the Directors did consider
Deutsche Bank's experience as advisor and service provider to two families of
U.S. mutual funds as well as numerous non-U.S. mutual funds.

The Board also considered other effects on the Fund of ICC becoming an
affiliated person of Deutsche Bank. Following the Merger, the 1940 Act will
prohibit or impose certain conditions on the ability of the Fund to engage in
certain transactions with Deutsche Bank. For example, absent exemptive relief,
the Fund will be prohibited from entering into securities transactions in which
Deutsche Bank acts as a principal. Currently the Fund is prohibited from
entering into only those transactions in which Bankers Trust acts as principal.
The Fund will also have to satisfy certain conditions in order to engage in
securities transactions in which Deutsche Bank is acting as an underwriter. The
Fund is already required to satisfy such conditions when engaging in
transactions in which Bankers Trust is acting as an underwriter. In this
connection, management of the Advisor represented to the Board that it does not
believe these prohibitions or conditions will have a material effect on the
management or performance of the Fund.

The Board also considered that the costs of the Special Meeting, insofar
as they apply to approval of the New Advisory Agreements, would be borne by the
Advisor.

After consideration of the above factors and such other factors and
information that the Board deemed relevant, the Board, including the
Independent Directors, unanimously approved the New Advisory Agreements and
voted to recommend each for approval by shareholders.

Additional Information. On March 11, 1999, Bankers Trust Company, a
separate subsidiary of Bankers Trust, announced that it had reached an
agreement with the

16
<PAGE>

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 after these events took place. Pursuant to
its agreement with the U.S. Attorney's office, Bankers Trust Company pleaded
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 Company's formal
sentencing. The events leading up to the guilty pleas did not arise out of the
investment advisory or management activities provided by ICC to the Series.

As a result of the pleas, absent an order from the SEC, ICC would not be
able to continue as Advisor. The SEC has granted Bankers Trust Company a
temporary order under Section 9(c) of the 1940 Act to permit Bankers Trust
Company and its affiliates to continue to provide investment advisory services
to registered investment companies, and Bankers Trust Company, pursuant to
Section 9(c) of the 1940 Act, has filed an application for a permanent order.
On May 7, 1999, the SEC extended the temporary order under Section 9(c) of the
1940 Act until the SEC takes final action on the application for a permanent
order or, if earlier, November 8, 1999. However, there is no assurance that the
SEC will grant a permanent order. If the SEC refuses to grant a permanent
order, shareholders will receive supplemental proxy materials requesting
approval to release any amounts held in escrow up to the time of the refusal
and such other action as deemed appropriate by the Board.

Investment Company Capital Corp.

ICC is a registered investment advisor that had under management as of
June 30, 1999 approximately $10 billion, including assets of the Fund and the
assets of ICC's other clients. ICC is a wholly owned subsidiary of BT Alex.
Brown and an indirect, wholly owned subsidiary of Bankers Trust. The principal
address of ICC and BT Alex. Brown is One South Street, Baltimore, Maryland,
21202 and the principal address of Bankers Trust is 130 Liberty Street, New
York, New York, 10006. Bankers Trust is a wholly owned subsidiary of Deutsche
Bank. The principal address of Deutsche Bank is Deutsche Bank
Aktiengesellschaft, Taunusalage 12, D-60262 Frankfurt am Main, Federal Republic
of Germany.

Deutsche Asset Management Americas is an operating unit of Deutsche Bank
consisting of ICC and other asset management affiliates of Deutsche Bank.

17
<PAGE>

The following information is provided for each Director and the principal
executive officer of ICC.

Directors and Principal Executive Officer of ICC

<TABLE>
<CAPTION>
Name and Position
with the Advisor Address Principal Occupation
- -------------------------- --------------------------- -----------------------------------
<S> <C> <C>
Richard T. Hale One South Street Managing Director,
Director and President Baltimore, Maryland 21202 Deutsche Asset Management Americas

Margaret-Mary V. Preston One South Street Managing Director,
Director Baltimore, Maryland 21202 BT Alex. Brown Incorporated

Mayo A. Shattuck III One South Street President, Chief Operating Officer
Director Baltimore, Maryland 21202 and Director,
BT Alex. Brown Incorporated
Truman T. Semans Furness House Vice Chairman,
Director 19 South Street Brown Investment Advisory &
Baltimore, Maryland 21202 Trust Company
</TABLE>

For the fiscal year ended March 31, 1999, the Fund paid ICC an aggregate
fee of $14,541,722 for advisory services. For such fiscal year, the Fund also
paid ICC aggregate fees of $2,644,584 for transfer agency services provided to
the Fund and $439,878 for accounting services provided to the Fund. For the
same period, the Fund paid $604,985 to Bankers Trust Company for custody
services provided to the Fund.

ICC does not provide investment advisory services to any other funds with
investment objectives similar to the Fund.

As of June 4, 1999, to the Fund management's knowledge as provided by the
Directors of the Fund, the following Directors of the Fund beneficially owned
shares of Bankers Trust that were converted into the right to receive $93 per
share in cash, without interest, pursuant to the terms of the Merger. Mr. Hale,
Chairman and a Director of the Fund and President and a Director of ICC,
beneficially owned 74,190 shares of Bankers Trust. Mr. Semans, a Director of
the Fund and a Director of ICC, beneficially owned 329 shares of Bankers Trust.

Shareholder Approval of the New Advisory Agreements

Approval of each New Advisory Agreement requires the affirmative vote of a
majority of the outstanding voting securities of the corresponding Series (as
defined in the 1940 Act). In the event that shareholders of a Series do not
approve that Series' New Advisory Agreement, the Board will take such action as
it deems in the best interest of the Series and its shareholders, which may
include proposing that shareholders approve an agreement in lieu of the New
Advisory Agreement.

THE BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS OF EACH SERIES VOTE FOR APPROVAL
OF ITS NEW ADVISORY AGREEMENT.

18
<PAGE>

PROPOSAL 3. To eliminate each Series' fundamental investment policy concerning
investments in companies for the purposes of exercising
control or management.

At the Special Meeting, the shareholders of each Series will vote
separately regarding the elimination of each Series' fundamental investment
policy with respect to investing in companies for control purposes. Currently,
each Series has a fundamental investment policy stating that:

No Series will buy common stocks or voting securities or invest in
companies for the purpose of exercising control or management.

If shareholders approve, this policy will be eliminated.

The primary purpose of this proposal is to remove each Series' fundamental
investment policy regarding investment for control purposes in light of current
law and regulatory interpretations. This policy was initially adopted to comply
with state regulatory requirements, which have been eliminated as a result of
federal legislation. Because the Fund does not invest in voting securities of
companies, it is unlikely that a Series would invest in a company for the
purposes of exercising control. However, the Directors are requesting approval
of the Proposal in order to eliminate an unnecessary policy and are doing so at
this time in order to take advantage of the fact that the Fund is holding a
shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS OF EACH SERIES VOTE FOR THE ELIMINATION
OF EACH SERIES' FUNDAMENTAL INVESTMENT POLICY
CONCERNING INVESTMENTS IN COMPANIES FOR
THE PURPOSES OF EXERCISING CONTROL OR MANAGEMENT.

PROPOSAL 4. To eliminate each Series' fundamental investment policy concerning
pledging, mortgaging or hypothecating assets.

At the Special Meeting, the shareholders of each Series will vote
separately regarding the elimination of each Series' fundamental investment
policy with respect to pledging, mortgaging, or hypothecating assets.
Currently, each Series has a fundamental investment policy stating that:

No Series will mortgage, pledge or hypothecate any assets except to secure
permitted borrowings and reverse repurchase agreements and then only in an
amount up to 15% of the value of a Series' total assets at the time of
borrowing or entering into a reverse repurchase agreement.

If shareholders approve, this policy will be eliminated.

19
<PAGE>

The primary purpose of this Proposal is to remove each Series' fundamental
investment policy on pledging, mortgaging or hypothecating assets in light of
current law and regulatory changes. This policy was initially adopted to comply
with state regulatory requirements, which have been eliminated as a result of
federal legislation. The Series will continue to operate under current legal
limitation on borrowing and the elimination of this policy is not expected to
significantly affect the way the Series are managed or the way securities or
insturments are selected for the Series. However, the Directors are requesting
approval of the Proposal to eliminate an unnecessary policy and are doing so at
this time in order to take advantage of the fact that the Fund is holding a
shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE ELIMINATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY CONCERNING
PLEDGING, MORTGAGING OR HYPOTHECATING ASSETS.

PROPOSAL 5. To eliminate each Series' fundamental investment policy concerning
investment in securities of other investment companies.

At the Special Meeting, the shareholders of each Series will vote
separately regarding the elimination of each Series' fundamental investment
policy concerning investment in the securities of other investment companies.
Currently, each Series has a fundamental investment policy stating that:

No Series will acquire for value the securities of any other investment
company, except in connection with a merger, consolidation, reorganization
or acquisition of assets.

If shareholders approve, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Series' fundamental
investment policy on investing in the securities of other investment companies
in light of current law and regulatory changes. This policy was initially
adopted to comply with state regulatory requirements, which have been
eliminated as a result of federal legislation. The Directors believe that
removing this policy will provide the Series with increased flexibility in
making investment decisions. As a matter of operating policy, each Series will
invest in the securities of other investment companies only to the extent
permitted by the 1940 Act.

If the Proposal is approved, each Series may invest in securities of
investment companies, subject to the limitations of the 1940 Act and the
Series' investment objectives and policies. The ability of mutual funds, such
as the Series, to invest in

20
<PAGE>

other investment companies is restricted by the 1940 Act, and the rules and
regulations thereunder. Under these rules and regulations, a Series is
prohibited from acquiring the securities of other investment companies if, as a
result of such acquisition, the Series owns more than 3% of the total voting
stock of the other company, securities issued by one investment company
represent more than 5% of a Series' total assets, or securities issued by all
investment companies represent more than 10% of the total assets of a Series.
In addition, money market funds, such as the Series, must comply with the
requirements of Rule 2a-7 under the 1940 Act which also may limit the Series'
ability to invest in securities of investment companies.

Approval of the policy is not expected to significantly affect the way a
Series is managed because the Series have no present intention of investing in
the securities of other investment companies. However, the Directors are
requesting approval of the Proposal in order to eliminate an unnecessary policy
and are doing so at this time in order to take advantage of the fact that the
Fund is holding a shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE ELIMINATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY CONCERNING
INVESTMENT IN SECURITIES OF OTHER INVESTMENT COMPANIES.

PROPOSAL 6: To eliminate each Series' fundamental investment policy concerning
short sales, purchasing securities on margin, and investing in
puts and calls and modifying each Series' policy on
commodities.

At the Special Meeting, the shareholders of each Series will vote
separately regarding the elimination of each Series' fundamental investment
policy with respect to short sales, purchasing securities on margin, and
investing in puts and calls and the modification of each Series' policy on
commodities. Currently, each Series has a fundamental investment policy stating
that:

No Series will purchase or sell commodities or commodities futures
contracts, purchase securities on margin, make short sales or invest in
puts and calls.

If shareholders approve, each Series fundamental investment policy would
state that:

No Series will purchase or sell commodities or commodities contracts,
provided that each Series may invest in financial futures and options on
such futures.

The primary purpose of this Proposal is to eliminate each Series'
fundamental investment policies on short sales, purchasing securities on
margin, and investing in puts and calls and to modify each Series' policy on
commodities in light of current law and regulatory changes. These policies were
initially adopted primarily to comply

21
<PAGE>

with state regulatory requirements, which have been eliminated as a result of
federal legislation. The 1940 Act requires the Fund to have a policy with
respect to commodities. The modified policy contained in the Proposal will
satisfy the 1940 Act without imposing unnecessary investment restrictions.
Currently, pursuant to the requirements of Rule 2a-7 under the 1940 Act, the
Series are not permitted to engage in short sales or margin sales or invest in
puts, calls, futures or options on futures. As a result, the elimination of
each Series' policies on short sales, margin sales, puts and calls, and the
modification of each Series' policy on commodities to permit investments in
futures and related options is not expected to significantly affect the way the
Series are managed or the way securities or instruments are selected for the
Series. However, the Directors are requesting approval of the Proposal to
eliminate several unnecessary investment policies and are doing so at this time
to take advantage of the fact that the Fund is holding a shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE ELIMINATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY CONCERNING
SHORT SALES, PURCHASING SECURITIES ON MARGIN,
AND INVESTING IN PUTS AND CALLS AND MODIFYING
EACH SERIES' POLICY ON COMMODITIES.

PROPOSAL 7: To eliminate each Series' fundamental investment policy concerning
purchases of oil, gas or mineral interests.

At the Special Meeting, the shareholders of each Series will vote
separately regarding the elimination of each Series' fundamental investment
policy with respect to purchasing oil, gas or mineral interests. Currently,
each Series has a fundamental investment policy stating that:

No Series will purchase oil, gas or mineral interests (a Series may,
however, purchase and sell the securities of companies engaged in the
exploration, development, production, refining, transporting and marketing
of oil, gas or minerals).

If shareholders approve, this policy will be eliminated.

The primary purpose of this Proposal is to remove each Series' fundamental
investment policy regarding purchases of oil, gas or mineral interests. This
policy was initially adopted to comply with state regulatory requirements,
which have been eliminated as a result of federal legislation. The Series have
no present intention to invest directly in oil, gas or mineral interests.
Further, pursuant to the requirements of Rule 2a-7 under the 1940 Act, the
Series are not permitted to directly invest in oil, gas or mineral interests.
However, the Directors are requesting approval of the Proposal in

22
<PAGE>

order to eliminate an unnecessary policy and are doing so at this time in order
to take advantage of the fact that the Fund is holding a shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE ELIMINATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY CONCERNING
PURCHASES OF OIL, GAS OR MINERAL INTERESTS.

PROPOSAL 8. To modify each Series' fundamental investment policy concerning
borrowing.

At the Special Meeting, the shareholders of each Series will vote
regarding the modification of each Series' fundamental investment policy on
borrowing. Currently, the Series have fundamental investment policies stating
that:

No Series will borrow money or issue senior securities, except that (i)
any Series may borrow money from banks for temporary purposes in amounts
up to 10% of the value of such Series' total assets at the time of
borrowing, provided that any such borrowings are repaid prior to the
purchase of additional portfolio securities; (ii) the Prime Series may
enter into reverse repurchase agreements in accordance with its investment
program and (iii) any Series may enter into commitments to purchase
securities in accordance with its investment program.

If shareholders approve the Proposal, the Series' fundamental investment
policies would state that:

No Series will borrow money or issue senior securities except that (i) any
Series may borrow money for temporary purposes in amounts up to 10% of the
value of such Series' total assets at the time of borrowing; (ii) the
Prime Series may enter into reverse repurchase agreements in accordance
with its investment program and (iii) any Series may enter into
commitments to purchase securities in accordance with its investment
program.

The primary purpose of this proposal is to modify the Fund's fundamental
investment policy on borrowing to provide each Series with increased investment
flexibility. The 1940 Act requires all mutual funds to adopt a fundamental
investment policy regarding borrowing. The Proposal will permit each Series to
meet its regulatory requirements under the 1940 Act, while allowing each Series
increased flexibility in making investment decisions. Under its current policy,
each Series may borrow only from banks. If the Proposal is approved, each
Series could borrow from institutions other than banks, to the extent permitted
by law. Approval of the Proposal is not expected to significantly affect the
way a Series is managed because the Series have no present intention to borrow
from institutions other than banks. However, the Directors are requesting
approval of this policy to provide the Series with increased investment

23
<PAGE>

flexibility and they are doing so at this time to take advantage of the fact
that the Fund is holding a shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE MODIFICATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY
CONCERNING BORROWING.

PROPOSAL 9. To modify each Series' fundamental investment policy concerning
loans.

At the Special Meeting, the shareholders of the Series will vote regarding
the modification of the Series' fundamental investment policy on loans.
Currently, each Series has a fundamental investment policy stating that:

No Series will lend money or securities except to the extent that a
Series' investments may be considered loans.

If shareholders approve, each Series' fundamental investment policy would
state that:

No Series will make loans, except that each Series may purchase or hold
debt instruments in accordance with its respective investment objectives
and policies, and may loan portfolio securities and enter into repurchase
agreements.

The primary purpose of this Proposal is to modify the Series' fundamental
investment policy concerning loans to permit each Series to engage in
securities lending. The 1940 Act requires all funds to adopt a fundamental
investment policy regarding loans. The Proposal will permit each Series to meet
its regulatory requirements under the 1940 Act, while permitting the Series
increased investment flexibility to loan its portfolio securities. If the
proposal is approved, each Series would be able to lend its securities to
brokers, dealers, domestic and foreign banks or other financial institutions
for the purposes of increasing its investment income. Any such loan would be
secured by cash or equivalent collateral, or by a letter of credit at least
equal to the market value of the securities loaned plus accrued interest or
income. Securities lending may subject the Series to the risk of delay in
recovering the loaned securities or a loss of rights in the collateral should
the borrower fail financially.

The Proposal would also make clear that each Series can enter into
repurchase agreements. Repurchase agreements are transactions in which the
Series purchases a security and simultaneously commits to resell the security
to the seller (a bank or broker-dealer) at a mutually agreed upon date and
time. Repurchase agreements may be viewed as a fully collateralized loan of
money by the Series to the seller.

Approval of the Proposal is not expected to significantly affect the way a
Series is managed because the Series have no present intention to engage in
securities lending. However, the Directors are requesting approval of this
policy to provide the

24
<PAGE>

Series with increased investment flexibility and they are doing so at this time
to take advantage of the fact that the Fund is holding a shareholder meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS OF EACH SERIES
VOTE FOR THE MODIFICATION OF EACH SERIES'
FUNDAMENTAL INVESTMENT POLICY CONCERNING LOANS.

ADDITIONAL INFORMATION

Directors and Executive Officers

Information about the Fund's current Directors and principal executive
officers, is set forth below. Each officer of the Fund will hold such office
until a successor has been elected by the Board of Directors. Directors and
officers of the Fund are also directors and officers of some or all of the
other investment companies managed, administered or advised by BT Alex. Brown
or its affiliates.

James J. Cunnane 61 Managing Director, CBC Capital (merchant None **
Director since 1994 banking); and Director, Net.World (telecommu-
nications). Director of each fund in the Fund
Complex.

Joseph R. Hardiman 62 See "Information Regarding Nominees." 1,171,987.39 **
Director since 1998 4,645.03 +

Louis E. Levy 66 See "Information Regarding Nominees." None **
Director since 1994

Eugene J. McDonald 67 See "Information Regarding Nominees." None **
Director since 1992

Rebecca W. Rimel 48 See "Information Regarding Nominees." None **
Director since 1995
</TABLE>

25
<PAGE>

Carl W. Vogt, Esq. 63 Senior Partner, Fulbright & Jaworski L.L.P. None **
Director since 1996 (law); and Director, Yellow Corporation (truck-
ing) and American Science & Engineering
(x-ray detection equipment). Formerly, Chair-
man and Member, National Transportation
Safety Board; Director, National Railroad Pas-
senger Corporation (Amtrak); and Member,
Aviation System Capacity Advisory Committee
(Federal Aviation Administration). Director of
each fund in the Fund Complex.

Harry Woolf 76 Professor-at-Large Emeritus, Institute for 42,624.38 **
President since 1997 Advanced Study; and Director, Family Health
International (non-profit research and education)
and Research America (non-profit medical
research). Formerly, Director, ATL and
Spacelabs Medical Corp. (medical equipment);
Trustee, Reed College (education) and Rock-
efeller Foundation; and Director, Merrill Lynch
Cluster C Funds and Flag Investors/ISI and
Deutsche Banc Alex. Brown Cash Reserve
Fund, Inc. Fund Complex (registered invest-
ment companies).

Amy M. Olmert 36 Vice President, Deutsche Asset Management None **
Secretary since 1997 Americas since 1999; and Vice President, BT
Alex. Brown Incorporated, 1997-1999. For-
merly, Senior Manager, Coopers & Lybrand
L.L.P. (now PricewaterhouseCoopers LLP),
1988-1997.

Charles A. Rizzo 42 Vice President and Department Head, Deutsche None **
Treasurer since 1999 Asset Management Americas since 1999; and
Vice President and Department Head, BT Alex.
Brown Incorporated 1998-1999. Formerly,
Senior Manager, PricewaterhouseCoopers, LLP,
1993-1998.
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
Shares
Business Experience Beneficially
Name and Position During the Past Five Years, Owned as of
With the Fund Age including all Directorships May 31, 1999 Percentage
- ----------------------- ----- ------------------------------------------------ -------------- -----------
<S> <C> <C> <C> <C>
Tracie E. Richter 31 Vice President, Deutsche Asset Management None **
Assistant Secretary Americas since 1999; and Treasurer and Chief
since 1999 Financial Officer, Morgan Grenfell Investment
Trust 1998-present; and Vice President, Morgan
Grenfell Inc., 1998-1999. Formerly, Vice Presi-
dent, Bankers Trust Company, 1996-1998; and
Tax Associate, Goldman Sachs Asset Manage-
ment, 1993-1996.

Daniel O. Hirsch 45 Director, Deutsche Asset Management Americas 1,000.00 **
Assistant Secretary since 1999; and Principal, BT Alex. Brown
since 1999 Incorporated, 1998-1999. Formerly, Assistant
General Counsel, United States Securities and
Exchange Commission, 1993-1998.
</TABLE>

- ----------------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.

** As of May 31, 1999 the Directors and officers of the Fund as a group
(13 persons) beneficially owned an aggregate of less than 1% the Fund.

+ Mr. Hardiman disclaims beneficial ownership of these shares as they are
held by his wife.

Investment Advisor

See "Investment Company Capital Corp." on page 17 for additional
information concerning the Advisor.

Principal Underwriter

ICC Distributors, Inc., located at Two Portland Square, Portland, Maine,
04104, acts as the Fund's principal underwriter.

Portfolio Transactions

In the fiscal year ended March 31, 1999, the Fund paid no brokerage
commissions to BT Alex. Brown or its affiliates.

Independent Accountants

A majority of the Fund's Board of Directors who are not "interested
persons" of the Fund have selected PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the fiscal year ending March 31, 2000.
A representative of PricewaterhouseCoopers LLP will be available by telephone
during the Special Meeting, if needed, to make a statement if desired and to
respond to appropriate questions from shareholders.

27
<PAGE>

Beneficial Owners

To the knowledge of Fund management, as of the Record Date, no person
beneficially owned 5% or more of the outstanding shares of a Series of the
Fund.

Submission of Shareholder Proposals

The Fund is incorporated under the laws of the State of Maryland. Under
Maryland General Corporation Law, a corporation registered under the 1940 Act,
such as the Fund, is not required to hold an annual meeting in any year in
which the election of Directors is not required to be acted upon under the 1940
Act. The Fund has availed itself of this provision and achieves cost savings by
eliminating printing costs, mailing charges and other expenses involved in
routine annual meetings.

Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act, or as required or permitted by the
Articles of Incorporation and By-Laws of the Fund. As described above,
shareholder meetings will be held, in compliance with the 1940 Act, to elect
Directors under certain circumstances. Shareholder meetings may also be held by
the Fund for other purposes, including to approve investment policy changes, a
new Investment Advisory Agreement or other matters requiring shareholder action
under the 1940 Act.

A meeting may also be called by shareholders holding at least 10% of the
shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors. Upon written request by ten or more shareholders, who
have been shareholders for at least six months and who hold shares constituting
at least 1% of the outstanding shares, stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a Director, the
Fund has undertaken to provide a list of shareholders or to disseminate
appropriate materials. In addition, Maryland General Corporation Law provides
for the calling of a special meeting by the written request of shareholders
holding at least 25% of the shares entitled to vote at the meeting.

Shareholders who wish to present a proposal for action at the next meeting
or suggestions as to nominees for the Board of Directors should submit the
proposal or suggestions to be considered to the Fund 60 days in advance of any
such meeting for inclusion in the Fund's proxy statement and form of proxy for
such meeting as is held. The Nominating Committee of the Board of Directors
will give consideration to shareholder suggestions as to nominees for the Board
of Directors. Shareholders retain the right, under limited circumstances, to
request that a meeting of the shareholders be held for the purpose of
considering the removal of a Director from office and, if such a request is
made, the Fund will assist with shareholder communications in connection with
the meeting.

28
<PAGE>

Required Vote

Approval of Proposal 1 requires the affirmative vote of a plurality of all
votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by Proxy at the Special Meeting.
Approval of Proposals 2 through 9 requires the affirmative vote of a majority
of the outstanding voting securities of each Series of the Fund, voting
separately. As defined in the 1940 Act, the vote of a "majority of the
outstanding voting securities" of a Series means the vote of (i) 67% or more of
the applicable Series' outstanding shares present at a meeting, if the holders
of more than 50% of the outstanding shares of that Series are present or
represented by proxy, or (ii) more than 50% of that Series' outstanding shares,
whichever is less.

Abstentions and "broker non-votes" will not be counted for or against the
Proposals but will be counted for purposes of determining whether a quorum is
present. Abstentions will be counted as votes present for purposes of
determining a "majority of the outstanding voting securities" present at the
Special Meeting and will therefore have the effect of counting against
Proposals 2 through 9. The Fund believes that brokers who hold shares as record
owners for beneficial owners have the authority under the rules of the various
stock exchanges to vote those shares with respect to Proposals 1 and 2 when
they have not received instructions from beneficial owners.

Other Matters

No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of
the Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed Proxy will vote thereon according to
their best judgment in the interest of the Fund.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPE CIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR
INTERNET AS EXPLAINED IN THE INSTRUCTIONS ACCOMPANYING YOUR PROXY CARD.

By Order of the Directors,

/s/ Amy M. Olmert
--------------------------
Amy M. Olmert
Secretary

Dated: August 25, 1999

29
<PAGE>

EXHIBIT A

FORM OF INVESTMENT ADVISORY AGREEMENT
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
PRIME SERIES

THIS AGREEMENT is made as of the 4th day of June, 1999 by and between
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC., a Maryland corporation (the
"Fund"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation (the
"Advisor"), with respect to the following recital of fact:

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and

WHEREAS, the Fund's Articles of Incorporation authorize the Board of
Directors of the Fund to classify or reclassify authorized but unissued shares
of the Fund; and

WHEREAS, the Fund's Board of Directors has authorized the issuance of
three series of shares with a par value of $.001 representing interests in
three portfolios: the Prime Series, the Treasury Series and the Tax-Free Series
(each of the existing portfolios and any portfolios hereafter added shall be
referred to collectively as the "Series"); and

WHEREAS, the Fund and the Advisor desire to enter into an agreement to
provide investment advisory and administrative services for the Fund's Prime
Series (the "Prime Series") on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1. Appointment of Investment Advisor. The Fund hereby appoints the Advisor
to act as the investment advisor to the Prime Series. The Advisor shall manage
the Prime Series' affairs and shall supervise all aspects of the Prime Series'
operations (except as otherwise set forth herein), including the investment and
reinvestment of the cash, securities or other properties comprising the Prime
Series' assets, subject at all times to the policies and control of the Fund's
Board of Directors. The Advisor shall give the Prime Series the benefit of its
best judgment, efforts and facilities in rendering its services as Advisor.

A-1
<PAGE>

2. Duties of Investment Advisor. In carrying out its obligations under
section 1 hereof, the Advisor shall:

(a) supervise and manage all aspects of the Prime Series' operations;

(b) formulate and implement continuing programs for the purchases and
sales of securities, consistent with the investment objective and policies
of the Prime Series;

(c) provide the Prime Series with such executive, administrative and
clerical services as are deemed advisable by the Fund's Board of
Directors;

(d) provide the Prime Series with, or obtain for it, adequate office
space and all necessary office equipment and services, including telephone
service, heat, utilities, stationery supplies and similar items for the
Fund's principal office;

(e) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Prime
Series, and whether concerning the individual issuers whose securities are
included in the Prime Series or the activities in which they engage, or
with respect to securities which the Advisor considers desirable for
inclusion in the Prime Series;

(f) determine which issuers and securities shall be represented in the
Prime Series and regularly report thereon to the Fund's Board of
Directors;

(g) take all actions necessary to carry into effect the Fund's
purchase and sale programs with respect to its Prime Series;

(h) supervise the operations of the Prime Series' transfer and
dividend disbursing agent;

(i) provide the Prime Series with such administrative and clerical
services for the maintenance of certain shareholder records, as are deemed
advisable by the Fund's Board of Directors; and,

(j) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the
shareholders of the Prime Series and reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities, which may be required for the Prime Series.

3. Broker-Dealer Relationship. In the event that the Advisor is
responsible for decisions to buy and sell securities for the Prime Series,
broker-dealer selection, and negotiation of its brokerage commission rates, the
Advisor's primary consideration in effecting a security transaction will be
execution at the most favorable price. The Fund understands that a substantial
majority of the Prime Series' transactions will be transacted with primary
market makers acting as principal on a net basis, with no brokerage commissions
being paid by the Fund. Such principal transactions may, however,

A-2
<PAGE>

result in a profit to the market makers. In certain instances the Advisor may
make purchases of underwritten issues at prices which include underwriting
fees. In selecting a broker-dealer to execute each particular transaction, the
Advisor will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Prime Series on a continuing basis. Accordingly, the price to the Fund
in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Board of
Directors may determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Advisor an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities with
respect to the Prime Series. The Advisor is further authorized to allocate the
orders placed by it on behalf of the Prime Series to such brokers and dealers
who also provide research or statistical material or other services to the Fund
or the Advisor. Such allocation shall be in such amounts and proportions as the
Advisor shall determine and the Advisor will report on said allocation
regularly to the Board of Directors of the Fund, indicating the brokers to whom
such allocations have been made and the basis therefor.

4. Control by Board of Directors. Any management or supervisory activities
undertaken by the Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Advisor on behalf of the Prime Series pursuant
thereto, shall at all times be subject to any applicable directives of the
Board of Directors of the Fund.

5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

(b) the provisions of the Registration Statement of the Fund under the
Securities Act of 1933 and 1940 Act;

(d) the provisions of the By-laws of the Fund, as amended; and

(e) any other applicable provisions of state and federal law.

6. Expenses. The expenses connected with the Prime Series shall be
allocable between the Fund and the Advisor as follows:

A-3
<PAGE>

(a) The Advisor shall, subject to compliance with applicable banking
regulations, furnish, at its expense and without cost to the Fund, the
services of one or more officers of the Fund, to the extent that such
officers may be required by the Fund for the proper conduct of its
affairs.

(b) The Fund assumes and shall pay or cause to be paid all other
expenses of the Prime Series, including, without limitation, the Prime
Series' allocable portion of the following expenses: payments to the
Fund's distributor under the Prime Series' plans of distribution; the
charges and expenses of any registrar, any custodian or depository
appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any transfer, dividend or accounting
agent or agents appointed by the Fund; brokers' commissions chargeable to
the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities issuance and transfer
taxes, and fees payable by the Fund to Federal, State or other
governmental agencies; the costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the
Fund and its shares with the SEC and various states and other
jurisdictions (including filing fees, legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the
Fund and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and directors' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of directors or director members of any advisory board or
committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash;
charges and expenses of any outside service used for pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the
directors of the Fund who are not interested persons (as defined in the
1940 Act) of the Fund and of independent accountants, in connection with
any matter relating to the Fund; membership dues of industry associations;
interest payable on Fund borrowings; postage; insurance premiums on
property or personnel (including officers and directors) of the Fund which
inure to its benefit; extraordinary expenses (including but not limited
to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of the
Fund's operation unless otherwise explicitly provided herein.

7. Delegation of Responsibilities.

(a) Subject to the approval of the Board of Directors and shareholders
of the Prime Series, the Advisor may delegate to a sub-advisor certain of
its duties enumerated in section 2 hereof provided that the Advisor shall
continue to supervise the performance of any such sub-advisor. The Advisor
shall not be responsible for any such sub-advisor's performance under a
sub-advisory agreement.

A-4
<PAGE>

(b) Subject to the approval of the Board of Directors and, to the
extent required by the 1940 Act, shareholders of the Prime Series, the
Advisor may delegate to any company that it controls, is controlled by, or
is under common control with (or to more than one such company), or to
specified employees of any such companies, certain of its duties
enumerated in Section 2 hereof provided that the Advisor shall continue to
supervise the performance of any such company and shall regularly report
thereon to the Fund's Board of Directors.

(c) The Advisor may, but shall not be under any duty to, perform
services on behalf of the Prime Series which are not required by this
Agreement upon the request of the Fund's Board of Directors. Such services
will be performed on behalf of the Prime Series and the Advisor's charge
in rendering such services may be billed monthly to the Fund, subject to
examination by the Fund's independent accountants. Payment or assumption
by the Advisor of any Fund expense that the Advisor is not required to pay
or assume under this Agreement shall not relieve the Advisor of any of its
obligations to the Prime Series nor obligate the Advisor to pay or assume
any similar Prime Series' expenses on any subsequent occasions.

8. Compensation. For the services to be rendered and the expenses assumed
by the Advisor, the Prime Series shall pay to the Advisor monthly compensation
at an annual rate derived by: (1) calculating an amount equal to .30% of the
first $500 million of the Fund's aggregate average daily net assets, .26% of
the next $500 million of the Fund's aggregate average daily net assets, .25% of
the next $500 million of the Fund's aggregate average daily net assets, .24% of
the next $1 billion of the Fund's aggregate average daily net assets, .23% of
the next $1 billion of the Fund's aggregate average daily net assets and .22%
of that portion of the Fund's aggregate average daily net assets in excess of
$3.5 billion; (2) applying to this amount a fraction equal to the net assets of
the Prime Series divided by the net assets of the Fund; and (3) adding an
amount calculated daily and paid monthly, at the annual rate of .02% of the
Prime Series' average daily net assets.

Except as hereinafter set forth, compensation under this Agreement shall
be calculated and accrued daily and the amounts of the daily accruals shall be
paid monthly. If this Agreement becomes effective subsequent to the first day
of a month or terminates before the last day of a month, compensation for that
part of the month this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth above. Payment of the
Advisor's compensation for the preceding month shall be made as promptly as
possible.

9. Non-Exclusivity. The services of the Advisor to the Fund are not to be
deemed to be exclusive, and the Advisor shall be free to render investment
advisory and corporate administrative or other services to others (including
other investment companies) and to engage in other activities, so long as its
services under this Agreement are not impaired thereby. It is understood and
agreed that officers or directors of

A-5
<PAGE>

the Advisor may serve as officers or directors of the Fund, and that officers
or directors of the Fund may serve as officers or directors of the Advisor to
the extent permitted by law; and that the officers and directors of the Advisor
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
trustees or directors of any other firm, trust or corporation, including other
investment companies.

10. Term. This Agreement shall become effective at the close of business
on the date hereof and shall continue in force and effect, subject to section
12 hereof, for two years from the date hereof.

11. Renewal. Following the expiration of its initial two-year term, this
Agreement shall continue in force and effect from year to year, provided that
such continuance is specifically approved at least annually:

(a) (i) by the Fund's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities of the Prime Series (as
defined in Section 2(a) (42) of the 1940 Act), and

(b) by the affirmative vote of a majority of the directors who are not
parties to this Agreement or "interested persons" of a party to this
Agreement (other than as directors of the Fund) by votes cast in person at
a meeting specifically called for such purpose.

12. Termination. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors or by vote of
a majority of the Prime Series' outstanding voting securities (as defined in
Section 2(a)(42) of the 1940 Act), or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by either party. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" having the meaning defined in Section
2(a)(4) of the 1940 Act.

13. Liability of Advisor. In the performance of its duties hereunder, the
Advisor shall be obligated to exercise care and diligence and to act in good
faith and to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under this Agreement, but the Advisor shall
not be liable for any act or omission which does not constitute willful
misfeasance, bad faith or gross negligence on the part of the Advisor or its
officers, directors or employees, or reckless disregard by the Advisor of its
duties under this Agreement.

14. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Fund
and the Advisor for this purpose shall be One South Street, Baltimore, Maryland
21202.

15. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term

A-6
<PAGE>

or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC issued pursuant to said Act. In
addition, where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.

[SEAL] DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND,
INC.

Attest: By
--------------------- -----------------------------------------

Name:
Title:

[SEAL] INVESTMENT COMPANY CAPITAL CORP.

Attest: By
--------------------- -----------------------------------------

Name:
Title:

A-7
<PAGE>
Exhibit B

FORM OF INVESTMENT ADVISORY AGREEMENT
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. TREASURY SERIES

WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and

WHEREAS, the Fund's Articles of Incorporation authorize the Board of
Directors of the Fund to classify or reclassify authorized but unissued shares
of the Fund; and

WHEREAS, the Fund and the Advisor desire to enter into an agreement to
provide investment advisory and administrative services for the Fund's Treasury
Series (the "Treasury Series") on the terms and conditions hereinafter set
forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1. Appointment of Investment Advisor. The Fund hereby appoints the Advisor
to act as the investment advisor to the Treasury Series. The Advisor shall
manage the Treasury Series' affairs and shall supervise all aspects of the
Treasury Series' operations (except as otherwise set forth herein), including
the investment and reinvestment of the cash, securities or other properties
comprising the Treasury Series' assets, subject at all times to the policies
and control of the Fund's Board of Directors. The Advisor shall give the
Treasury Series the benefit of its best judgment, efforts and facilities in
rendering its services as Advisor.

B-1
<PAGE>

2. Duties of Investment Advisor. In carrying out its obligations under
section 1 hereof, the Advisor shall:

(a) supervise and manage all aspects of the Treasury Series'
operations;

(b) formulate and implement continuing programs for the purchases and
sales of securities, consistent with the investment objective and policies
of the Treasury Series;

(c) provide the Treasury Series with such executive, administrative
and clerical services as are deemed advisable by the Fund's Board of
Directors;

(d) provide the Treasury Series with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items
for the Fund's principal office;

(e) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Treasury Series, and whether concerning the individual issuers whose
securities are included in the Treasury Series or the activities in which
they engage, or with respect to securities which the Advisor considers
desirable for inclusion in the Treasury Series;

(f) determine which issuers and securities shall be represented in the
Treasury Series and regularly report thereon to the Fund's Board of
Directors;

(g) take all actions necessary to carry into effect the Fund's
purchase and sale programs with respect to its Treasury Series;

(h) supervise the operations of the Treasury Series' transfer and
dividend disbursing agent;

(i) provide the Treasury Series with such administrative and clerical
services for the maintenance of certain shareholder records, as are deemed
advisable by the Fund's Board of Directors; and,

(j) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the
shareholders of the Treasury Series and reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities, which may be required for the Treasury Series.

3. Broker-Dealer Relationship. In the event that the Advisor is
responsible for decisions to buy and sell securities for the Treasury Series,
broker-dealer selection, and negotiation of its brokerage commission rates, the
Advisor's primary consideration in effecting a security transaction will be
execution at the most favorable price. The Fund understands that a substantial
majority of the Treasury Series' transactions will be transacted with primary
market makers acting as principal on a net basis, with

B-2
<PAGE>

no brokerage commissions being paid by the Fund. Such principal transactions
may, however, result in a profit to the market makers. In certain instances the
Advisor may make purchases of underwritten issues at prices which include
underwriting fees. In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration: the best
net price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Treasury Series on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Board of
Directors may determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Advisor an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities with
respect to the Treasury Series. The Advisor is further authorized to allocate
the orders placed by it on behalf of the Treasury Series to such brokers and
dealers who also provide research or statistical material or other services to
the Fund or the Advisor. Such allocation shall be in such amounts and
proportions as the Advisor shall determine and the Advisor will report on said
allocation regularly to the Board of Directors of the Fund, indicating the
brokers to whom such allocations have been made and the basis therefor.

4. Control by Board of Directors. Any management or supervisory activities
undertaken by the Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Advisor on behalf of the Treasury Series pursuant
thereto, shall at all times be subject to any applicable directives of the
Board of Directors of the Fund.

5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

(b) the provisions of the Registration Statement of the Fund under the
Securities Act of 1933 and 1940 Act;

(d) the provisions of the By-laws of the Fund, as amended; and

(e) any other applicable provisions of state and federal law.

B-3
<PAGE>

6. Expenses. The expenses connected with the Treasury Series shall be
allocable between the Fund and the Advisor as follows:

(b) The Fund assumes and shall pay or cause to be paid all other
expenses of the Treasury Series, including, without limitation, the
Treasury Series' allocable portion of the following expenses: payments to
the Fund's distributor under the Treasury Series' plans of distribution;
the charges and expenses of any registrar, any custodian or depository
appointed by the Fund for the safekeeping of its cash, portfolio
securities and other property, and any transfer, dividend or accounting
agent or agents appointed by the Fund; brokers' commissions chargeable to
the Fund in connection with portfolio securities transactions to which the
Fund is a party; all taxes, including securities issuance and transfer
taxes, and fees payable by the Fund to Federal, State or other
governmental agencies; the costs and expenses of engraving or printing of
certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the
Fund and its shares with the SEC and various states and other
jurisdictions (including filing fees, legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the
Fund and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and directors' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of directors or director members of any advisory board or
committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares or in cash;
charges and expenses of any outside service used for pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the
directors of the Fund who are not interested persons (as defined in the
1940 Act) of the Fund and of independent accountants, in connection with
any matter relating to the Fund; membership dues of industry associations;
interest payable on Fund borrowings; postage; insurance premiums on
property or personnel (including officers and directors) of the Fund which
inure to its benefit; extraordinary expenses (including but not limited
to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of the
Fund's operation unless otherwise explicitly provided herein.

7. Delegation of Responsibilities.

(a) Subject to the approval of the Board of Directors and shareholders
of the Treasury Series, the Advisor may delegate to a sub-advisor certain
of its duties enumerated in section 2 hereof provided that the Advisor
shall continue

B-4
<PAGE>

to supervise the performance of any such sub-advisor. The Advisor shall
not be responsible for any such sub-advisor's performance under a
sub-advisory agreement.

(b) Subject to the approval of the Board of Directors and, to the
extent required by the 1940 Act, shareholders of the Treasury Series, the
Advisor may delegate to any company that it controls, is controlled by, or
is under common control with (or to more than one such company), or to
specified employees of any such companies, certain of its duties
enumerated in Section 2 hereof provided that the Advisor shall continue to
supervise the performance of any such company and shall regularly report
thereon to the Fund's Board of Directors.

(c) The Advisor may, but shall not be under any duty to, perform
services on behalf of the Treasury Series which are not required by this
Agreement upon the request of the Fund's Board of Directors. Such services
will be performed on behalf of the Treasury Series and the Advisor's
charge in rendering such services may be billed monthly to the Fund,
subject to examination by the Fund's independent accountants. Payment or
assumption by the Advisor of any Fund expense that the Advisor is not
required to pay or assume under this Agreement shall not relieve the
Advisor of any of its obligations to the Treasury Series nor obligate the
Advisor to pay or assume any similar Treasury Series' expenses on any
subsequent occasions.

8. Compensation. For the services to be rendered and the expenses assumed
by the Advisor, the Fund shall pay to the Advisor monthly compensation at an
annual rate derived by: (1) calculating an amount equal to .30% of the first
$500 million of the Fund's aggregate average daily net assets, .26% of the next
$500 million of the Fund's aggregate average daily net assets, .25% of the next
$500 million of the Fund's aggregate average daily net assets, .24% of the next
$1 billion of the Fund's aggregate average daily net assets, .23% of the next
$1 billion of the Fund's aggregate average daily net assets and .22% of that
portion of the Fund's aggregate average daily net assets in excess of $3.5
billion; and (2) applying to this amount a fraction equal to the net assets of
the Treasury Series divided by the net assets of the Fund.

B-5
<PAGE>

companies) and to engage in other activities, so long as its services under
this Agreement are not impaired thereby. It is understood and agreed that
officers or directors of the Advisor may serve as officers or directors of the
Fund, and that officers or directors of the Fund may serve as officers or
directors of the Advisor to the extent permitted by law; and that the officers
and directors of the Advisor are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, trustees or directors of any other firm, trust
or corporation, including other investment companies.

10. Term. This Agreement shall become effective at the close of business
on the date hereof and shall continue in force and effect, subject to section
12 hereof, for two years from the date hereof.

(a) (i) by the Fund's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities of the Treasury Series (as
defined in Section 2(a) (42) of the 1940 Act), and

12. Termination. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors or by vote of
a majority of the Treasury Series' outstanding voting securities (as defined in
Section 2(a)(42) of the 1940 Act), or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by either party. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" having the meaning defined in Section
2(a)(4) of the 1940 Act.

B-6
<PAGE>

15. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or, in the absence of any controlling decision
of any such court, by rules, regulations or orders of the SEC issued pursuant
to said Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.

<TABLE>
<S> <C>
[SEAL] DEUTSCHE BANC ALEX. BROWN
CASH RESERVE FUND, INC.
Attest: By:
--------------------- ----------------------------------
Name:
Title:

[SEAL] INVESTMENT COMPANY CAPITAL
CORP.
Attest: By:
--------------------- ----------------------------------
Name:
Title:
</TABLE>

B-7
<PAGE>
Exhibit C

FORM OF INVESTMENT ADVISORY AGREEMENT
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
TAX-FREE SERIES

WHEREAS, the Fund is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and engages in the business of
acting as an investment advisor; and

WHEREAS, the Fund's Articles of Incorporation authorize the Board of
Directors of the Fund to classify or reclassify authorized but unissued shares
of the Fund; and

WHEREAS, the Fund's Board of Directors has authorized the issuance of
three series of shares with a par value of $.001 representing interests in
three portfolios: the Prime Series, the Treasury Series and the Tax-Free Series
(each of the existing portfolios and any portfolio hereafter added shall be
referred to collectively as the "Series"); and

WHEREAS, the Fund and the Advisor desire to enter into an agreement to
provide investment advisory and administrative services for the Fund's Tax-Free
Series (the "Tax-Free Series") on the terms and conditions hereinafter set
forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1. Appointment of Investment Advisor. The Fund hereby appoints the Advisor
to act as the investment advisor to the Tax-Free Series. The Advisor shall
manage the affairs of the Tax-Free Series and shall supervise all aspects of
the Tax-Free Series' operations (except as otherwise set forth herein),
including the investment and reinvestment of the cash, securities or other
properties comprising the Tax-Free Series' assets, subject at all times to the
policies and control of the Fund's Board of Directors. The Advisor shall give
the Tax-Free Series the benefit of its best judgment, efforts and facilities in
rendering its services as Advisor.

C-1
<PAGE>

2. Duties of Investment Advisor. In carrying out its obligations under
section 1 hereof, the Advisor shall:

(a) supervise and manage all aspects of the Tax-Free Series'
operations;

(b) formulate and implement continuing programs for the purchases and
sales of securities, consistent with the investment objective and policies
of the Tax-Free Series;

(c) provide the Tax-Free Series with such executive, administrative
and clerical services as are deemed advisable by the Fund's Board of
Directors;

(d) provide the Tax-Free Series with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items
for the Fund's principal office;

(e) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Tax-Free Series, and whether concerning the individual issuers whose
securities are included in the Tax-Free Series or the activities in which
they engage, or with respect to securities which the Advisor considers
desirable for inclusion in the Tax-Free Series;

(f) determine which issuers and securities shall be represented in the
Tax-Free Series and regularly report thereon to the Fund's Board of
Directors;

(g) take all actions necessary to carry into effect the Fund's
purchase and sale programs, with respect to its Tax-Free Series;

(h) supervise the operations of the Tax-Free Series' transfer and
dividend disbursing agent;

(i) provide the Tax-Free Series with such administrative and clerical
services for the maintenance of certain shareholder records, as are deemed
advisable by the Fund's Board of Directors; and,

(j) arrange, but not pay for, the periodic updating of prospectuses
and supplements thereto, proxy material, tax returns, reports to the
shareholders of the Tax-Free Series and reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities, which may be required for the Tax-Free Series.

3. Broker-Dealer Relationship. In the event that the Advisor is
responsible for decisions to buy and sell securities for the Tax-Free Series,
broker-dealer selection, and negotiation of its brokerage commission rates, the
Advisor's primary consideration in effecting a security transaction will be
execution at the most favorable price. The Fund understands that a substantial
majority of the Tax-Free Series' transactions

C-2
<PAGE>

will be transacted with primary market makers acting as principal on a net
basis, with no brokerage commissions being paid by the Fund. Such principal
transactions may, however, result in a profit to the market makers. In certain
instances the Advisor may make purchases of underwritten issues at prices which
include underwriting fees. In selecting a broker-dealer to execute each
particular transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and difficulty in executing the
order; and the value of the expected contribution of the broker-dealer to the
investment performance of the Tax-Free Series on a continuing basis.
Accordingly, the price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered. Subject
to such policies as the Board of Directors may determine, the Advisor shall not
be deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay a
broker or dealer that provides brokerage and research services to the Advisor
an amount of commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction, if the Advisor determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Advisor's overall
responsibilities with respect to the Tax-Free Series. The Advisor is further
authorized to allocate the orders placed by it on behalf of the Tax-Free Series
to such brokers and dealers who also provide research or statistical material
or other services to the Fund or the Advisor. Such allocation shall be in such
amounts and proportions as the Advisor shall determine and the Advisor will
report on said allocation regularly to the Board of Directors of the Fund,
indicating the brokers to whom such allocations have been made and the basis
therefor.

4. Control by Board of Directors. Any management or supervisory activities
undertaken by the Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Advisor on behalf of the Tax-Free Series pursuant
thereto, shall at all times be subject to any applicable directives of the
Board of Directors of the Fund.

5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

(b) the provisions of the Registration Statement of the Fund under the
Securities Act of 1933 and 1940 Act;

(d) the provisions of the By-laws of the Fund, as amended; and

C-3
<PAGE>

(e) any other applicable provisions of state and federal law.

6. Expenses. The expenses connected with the Tax-Free Series shall be
allocable between the Fund and the Advisor as follows:

(a) The Advisor shall, subject to compliance with applicable banking
regulations, furnish, at its expense and without cost to the Fund, the
services of one or more of its officers to the extent that such officers
may be required by the Fund for the proper conduct of its affairs.

(b) The Fund assumes and shall pay or cause to be paid all other
expenses of the Tax- Free Series, including, without limitation, the
Tax-Free Series' allocable portion of the following expenses: payments to
the Fund's distributor under the Fund's plan of distribution; the charges
and expenses of any registrar, any custodian or depository appointed by
the Fund for the safekeeping of its cash, portfolio securities and other
property, and any transfer, dividend or accounting agent or agents
appointed by the Fund; brokers' commissions chargeable to the Fund in
connection with portfolio securities transactions to which the Fund is a
party; all taxes, including securities issuance and transfer taxes, and
fees payable by the Fund to Federal, State or other governmental agencies;
the costs and expenses of engraving or printing of certificates
representing shares of the Fund; all costs and expenses in connection with
the registration and maintenance of registration of the Fund and its
shares with the SEC and various states and other jurisdictions (including
filing fees, legal fees and disbursements of counsel); the costs and
expenses of printing, including typesetting, and distributing prospectuses
and statements of additional information of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and
directors' meetings and of preparing, printing and mailing of proxy
statements and reports to shareholders; fees and travel expenses of
directors or director members of any advisory board or committee; all
expenses incident to the payment of any dividend, distribution, withdrawal
or redemption, whether in shares or in cash; charges and expenses of any
outside service used for pricing of the Fund's shares; charges and
expenses of legal counsel, including counsel to the directors of the Fund
who are not interested persons (as defined in the 1940 Act) of the Fund
and of independent accountants, in connection with any matter relating to
the Fund; membership dues of industry associations; interest payable on
Fund borrowings; postage; insurance premiums on property or personnel
(including officers and directors) of the Fund which inure to its benefit;
extraordinary expenses (including but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto);
and all other charges and costs of the Fund's operation unless otherwise
explicitly provided herein.

7. Delegation of Responsibilities.

(a) Subject to the approval of the Board of Directors and shareholders
of the Tax-Free Series, the Advisor may delegate to a sub-advisor certain
of its duties

C-4
<PAGE>

enumerated in section 2 hereof provided that the Advisor shall continue to
supervise the performance of any such sub-advisor and shall report
regularly thereon to the Fund's Board of Directors. The Advisor shall not
be responsible for any such sub-advisor's performance under a sub-advisory
agreement.

(b) Subject to the approval of the Board of Directors and, to the
extent required by the 1940 Act, shareholders of the Tax-Free Series, the
Advisor may delegate to any company that it controls, is controlled by, or
is under common control with (or to more than one such company), or to
specified employees of any such companies, certain of its duties
enumerated in Section 2 hereof provided that the Advisor shall continue to
supervise the performance of any such company and shall regularly report
thereon to the Fund's Board of Directors.

(c) The Advisor may, but shall not be under any duty to, perform
services on behalf of the Tax-Free Series which are not required by this
Agreement upon the request of the Fund's Board of Directors. Such services
will be performed on behalf of the Tax-Free Series and the Advisor's
charge in rendering such services may be billed monthly to the Fund,
subject to examination by the Fund's independent accountants. Payment or
assumption by the Advisor of any Fund expense that the Advisor is not
required to pay or assume under this Agreement shall not relieve the
Advisor of any of its obligations to the Tax-Free Series nor obligate the
Advisor to pay or assume any similar expenses on any subsequent occasions.

8. Compensation. For the services to be rendered and the expenses assumed
by the Advisor, the Tax-Free Series shall pay to the Advisor monthly
compensation at an annual rate derived by: (1) calculating an amount equal to
.30% of the first $500 million of the Fund's aggregate average daily net
assets, .26% of the next $500 million of the Fund's aggregate average daily net
assets, .25% of the next $500 million of the Fund's aggregate average daily net
assets, .24% of the next $1 billion of the Fund's aggregate average daily net
assets, .23% of the next $1 billion of the Fund's aggregate average daily net
assets and .22% of that portion of the Fund's aggregate average daily net
assets in excess of $3.5 billion; (2) applying to this amount a fraction equal
to the net assets of the Tax-Free Series divided by the net assets of the Fund;
and (3) adding an amount calculated daily and paid monthly, at the annual rate
of .03% of the Tax-Free Series' average daily net assets.

9. Non-Exclusivity. The services of the Advisor to the Fund are not to be
deemed to be exclusive, and the Advisor shall be free to render investment
advisory

C-5
<PAGE>

and corporate administrative or other services to others (including other
investment companies) and to engage in other activities, so long as its
services under this Agreement are not impaired thereby. It is understood and
agreed that officers or directors of the Advisor may serve as officers or
directors of the Fund, and that officers or directors of the Fund may serve as
officers or directors of the Advisor to the extent permitted by law; and that
the officers and directors of the Advisor are not prohibited from engaging in
any other business activity or from rendering services to any other person, or
from serving as partners, officers, trustees or directors of any other firm,
trust or corporation, including other investment companies.

10. Term. This Agreement shall become effective at the close of business
on the date hereof and shall continue in force and effect, subject to section
12 hereof, for two years from the date hereof.

(a) (i) by the Fund's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities of the Tax-Free Series (as
defined in Section 2(a) (42) of the 1940 Act), and

12. Termination. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Fund's Board of Directors or by vote of
a majority of the Tax-Free Series' outstanding voting securities (as defined in
Section 2(a)(42) of the 1940 Act), or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by either party. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" having the meaning defined in Section
2(a)(4) of the 1940 Act.

C-6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.

[SEAL] DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND,
INC.

Attest: By
--------------------- -----------------------------------------

Name:
Title:

[SEAL] INVESTMENT COMPANY CAPITAL CORP.

Attest: By
--------------------- -----------------------------------------

Name:
Title:

C-7

<PAGE>

014470306
014470405
014470504
014470801
014470868
014470876
014470884
014471106
014471205

<PAGE>

Three Ways To Vote Your Proxy

Proxy Voting Quick & Easy
The enclosed proxy statement provides details on important issues affecting your
Fund(s). The Board of your Fund(s) recommends that you vote FOR all proposals.

We are offering three ways to vote: by automated touch-tone phone, the World
Wide Web or mail. Voting by telephone or Web may be quicker and more cost
effective than the traditional method of mailing back your proxy card; however,
that option is still available to you.

Your proxy vote is important! Please vote today.

How to Vote:

By Automated Touch-Tone Phone*
Using our automated touch-tone phone system, dial the number provided on your
proxy card and follow the directions given.

By the Web*
Visit www.proxyvote.com and enter the 12-digit control number located on your
proxy card.

By Mail
Simply return your executed proxy in the enclosed postage-paid envelope.

* Do not mail the Proxy Card if voting by Web or telephone.

<PAGE>

[FLAG INVESTORS PROXY SERVICES]
[P.O. BOX 9148]
[FARMINGDALE, NY 11735]

FORM OF

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - PRIME SERIES
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

October 7, 1999

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.

This proxy is for your use in voting on various matters relating to Deutsche
Banc Alex. Brown Cash Reserve Fund, Inc. (the "Fund"). The undersigned
shareholder(s) of the Fund, revoking previous proxies, hereby appoint(s) Edward
J. Veilleux, Amy M. Olmert and Kathy L. Churko and each of them (with full power
of substitution) the proxies of the undersigned to attend the Special Meeting of
Shareholders of the Fund to be held on October 7, 1999 (the "Special Meeting")
and any adjournments thereof, to vote all of the shares of the Fund that the
signer would be entitled to vote if personally present at the Special Meeting
and on any matter incident to the conduct of the Special Meeting, all as set
forth in the notice of Special Meeting of Shareholders and Proxy Statement of
the Board of Directors. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as indicated upon the matters set forth below.

This proxy will be voted as indicated below. If no indication is made, this
proxy will be voted FOR the proposals set forth below. The undersigned
acknowledges receipt with this proxy of a copy of the Notice of Special Meeting
of Shareholders and the Proxy Statement of the Board of Directors.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-000-0003
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

To vote by Internet:

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

Please print and sign your name in the space provided to authorize the voting
of your shares as indicated and return promptly. When signing on behalf of a
corporation, partnership, estate, trust or in any other representative capacity,
please sign your name and title. For joint accounts, each joint owner must sign.

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

<PAGE>

KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - PRIME SERIES

Vote on Directors

1. To consider and act upon a proposal to elect a Board of Directors.

Richard T. Hale Richard R. Burt
Joseph R. Hardiman Louis E. Levy
Eugene J. McDonald Rebecca W. Rimel
Truman T. Semans Robert H. Wadsworth

|_| FOR ALL.

|_| WITHHOLD ALL.

|_| FOR ALL EXCEPT:

To withhold authority to vote, mark "FOR ALL EXCEPT" and write the
nominee's name on the line below

___________________________________.

Vote on Proposals

2. To approve a new Investment Advisory Agreement between the
Fund and Investment Company Capital Corp. with respect to the
Prime Series.

|_| For |_| Against |_| Abstain

3. To eliminate the Prime Series' fundamental investment policy
concerning investments in companies for the purposes of
exercising control or management.

|_| For |_| Against |_| Abstain

4. To eliminate the Prime Series' fundamental investment policy
concerning pledging, mortgaging or hypothecating assets.

|_| For |_| Against |_| Abstain

5. To eliminate the Prime Series' fundamental investment policy
concerning investment in securities of other investment
companies.

|_| For |_| Against |_| Abstain

6. To eliminate the Prime Series' fundamental investment policy
concerning short sales, purchasing securities on margin, and
investing in puts and calls and modifying the Prime Series'
policy on commodities.

|_| For |_| Against |_| Abstain

<PAGE>

7. To eliminate the Prime Series' fundamental investment policy
concerning purchases of oil, gas, or mineral interests.

|_| For |_| Against |_| Abstain

8. To modify the Prime Series' fundamental investment policy
concerning borrowing.

|_| For |_| Against |_| Abstain

9. To modify the Prime Series' fundamental investment policy
concerning loans.

|_| For |_| Against |_| Abstain

<TABLE>
<S> <C>
Please print and sign your name ---------------------------------- ------------
in the space provided to Signature [PLEASE SIGN WITHIN BOX] Date
authorize the voting of your
shares as indicated and return ---------------------------------- ------------
promptly. When signing on behalf Signature (Joint Owners) Date
of a corporation, partnership,
estate, trust or in any other
representative capacity, please
sign your name and title. For
joint accounts, each joint owner
must sign.
</TABLE>

PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

<PAGE>

[FLAG INVESTORS PROXY SERVICES]
[P.O. BOX 9148]
[FARMINGDALE, NY 11735]

FORM OF

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - TREASURY SERIES
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

October 7, 1999

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-000-0003
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

To vote by Internet:

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

<PAGE>

KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - TREASURY SERIES

Vote on Directors

1. To consider and act upon a proposal to elect a Board of Directors.

Richard T. Hale Richard R. Burt
Joseph R. Hardiman Louis E. Levy
Eugene J. McDonald Rebecca W. Rimel
Truman T. Semans Robert H. Wadsworth

|_| FOR ALL.

|_| WITHHOLD ALL.

|_| FOR ALL EXCEPT:

To withhold authority to vote, mark "FOR ALL EXCEPT" and write the
nominee's name on the line below

_____________________________.

Vote on Proposals

2. To approve a new Investment Advisory Agreement between the
Fund and Investment Company Capital Corp. with respect to the
Treasury Series.

|_| For |_| Against |_| Abstain

3. To eliminate the Treasury Series' fundamental investment
policy concerning investments in companies for the purposes of
exercising control or management.

|_| For |_| Against |_| Abstain

4. To eliminate the Treasury Series' fundamental investment
policy concerning pledging, mortgaging or hypothecating
assets.

|_| For |_| Against |_| Abstain

5. To eliminate the Treasury Series' fundamental investment
policy concerning investment in securities of other investment
companies.

|_| For |_| Against |_| Abstain

6. To eliminate the Treasury Series' fundamental investment
policy concerning short sales, purchasing securities on
margin, and investing in puts and calls and modifying the
Treasury Series' policy on commodities.

|_| For |_| Against |_| Abstain

<PAGE>

7. To eliminate the Treasury Series' fundamental investment
policy concerning purchases of oil, gas, or mineral interests.

|_| For |_| Against |_| Abstain

8. To modify the Treasury Series' fundamental investment policy
concerning borrowing.

|_| For |_| Against |_| Abstain

9. To modify the Treasury Series' fundamental investment policy
concerning loans.

|_| For |_| Against |_| Abstain

<TABLE>
<S> <C> <C>
Please print and sign your ---------------------------------- --------------
name in the space provided to Signature [PLEASE SIGN WITHIN BOX] Date
authorize the voting of your
shares as indicated and return ---------------------------------- --------------
promptly. When signing on Signature (Joint Owners) Date
behalf of a corporation,
partnership, estate, trust or
in any other representative
capacity, please sign your
name and title. For joint
accounts, each joint owner
must sign.
</TABLE>

PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

<PAGE>

[FLAG INVESTORS PROXY SERVICES]
[P.O. BOX 9148]
[FARMINGDALE, NY 11735]

FORM OF

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - PRIME SERIES
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

October 7, 1999

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-000-0003
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.

To vote by Internet:

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

<PAGE>

KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. - PRIME SERIES

Vote on Directors

1. To consider and act upon a proposal to elect a Board of Directors.

Richard T. Hale Richard R. Burt
Joseph R. Hardiman Louis E. Levy
Eugene J. McDonald Rebecca W. Rimel
Truman T. Semans Robert H. Wadsworth

|_| FOR ALL.

|_| WITHHOLD ALL.

|_| FOR ALL EXCEPT:

To withhold authority to vote, mark "FOR ALL EXCEPT" and write the
nominee's name on the line below

_____________________________.

Vote on Proposals

2. To approve a new Investment Advisory Agreement between the
Fund and Investment Company Capital Corp. with respect to the
Prime Series.

|_| For |_| Against |_| Abstain

3. To eliminate the Prime Series' fundamental investment policy
concerning investments in companies for the purposes of
exercising control or management.

|_| For |_| Against |_| Abstain

4. To eliminate the Prime Series' fundamental investment policy
concerning pledging, mortgaging or hypothecating assets.

|_| For |_| Against |_| Abstain

5. To eliminate the Prime Series' fundamental investment policy
concerning investment in securities of other investment
companies.

|_| For |_| Against |_| Abstain

<PAGE>

7. To eliminate the Prime Series' fundamental investment policy
concerning purchases of oil, gas, or mineral interests.

|_| For |_| Against |_| Abstain

8. To modify the Prime Series' fundamental investment policy
concerning borrowing.

|_| For |_| Against |_| Abstain

9. To modify the Prime Series' fundamental investment policy
concerning loans.

|_| For |_| Against |_| Abstain

<TABLE>
<S> <C> <C>
Please print and sign your name ---------------------------------- ------------
in the space provided to authorize Signature [PLEASE SIGN WITHIN BOX] Date
the voting of your shares as
indicated and return promptly. ---------------------------------- ------------
When signing on behalf of a Signature (Joint Owners) Date
corporation, partnership, estate,
trust or in any other representative
capacity, please sign your name
and title. For joint accounts, each
joint owner must sign.
</TABLE>

PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.