<PAGE>
ARTICLES SUPPLEMENTARY
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC. (the
"Corporation") having its principal office in the City of Baltimore, certifies
that:
FIRST: The Corporation's Board of Directors in accordance with
Section 2-105(c) of the Maryland General Corporation Law has adopted a
resolution increasing the total number of shares of Common Stock the corporation
is authorized to issue to twelve billion eight hundred ten million
(12,810,000,000) shares of Common Stock, par value $.001 per share, and of the
aggregate par value of twelve million eight hundred ten thousand dollars
($12,810,000), as follows: eight billion six hundred sixty million
(8,660,000,000) shares are designated "Prime Series", one billion five hundred
fifty million (1,550,000,000) shares are designated "Treasury Series", two
billion two hundred fifty million (2,250,000,000) shares are designated
"Tax-Free Series", and the balance of which are unclassified. Of the eight
billion six hundred sixty million (8,660,000,000) shares designated for the
Prime Series, six billion (7,000,000,000) shares are classified as Deutsche Banc
Alex. Brown Cash Reserve Fund Shares, one billion two hundred million
(1,200,000,000) shares are classified as Institutional Shares, fifty million
(50,000,000) shares are classified as Flag Investors Cash Reserve Prime Shares
Class A, fifty million (50,000,000) shares are classified as Flag Investors Cash
Reserve Prime Shares Class B, ten million (10,000,000) shares are classified as
Flag Investors Cash Reserve Prime Class C Shares and three hundred fifty million
(350,000,000) shares are classified as Quality Cash Reserve Prime Shares. Of the
one billion five hundred fifty million (1,550,000,000) shares designated for the
Treasury Series, one billion three hundred million (1,300,000,000) shares are
classified as Deutsche Banc Alex. Brown Cash Reserve Fund Shares and two hundred
fifty million (250,000,000) shares are classified as Institutional Shares. Of
the two billion two hundred fifty million (2,250,000,000) shares designated for
the Tax-Free Series, two billion (2,000,000,000) shares are classified as
Deutsche Banc Alex. Brown Cash Reserve Fund Shares and two hundred fifty million
(250,000,000) shares are classified as Institutional Shares.
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SECOND: Immediately before the increase in authorized shares
pursuant to these Articles Supplementary, the Corporation was authorized to
issue eleven billion five hundred sixty million (11,560,000,000) shares of
Common Stock, par value $.001 per share, and of the aggregate par value of
eleven million five hundred sixty thousand dollars ($11,560,000), as follows:
seven billion four hundred ten million (7,410,000,000) shares were designated
"Prime Series", one billion five hundred fifty million (1,550,000,000) shares
were designated "Treasury Series", two billion two hundred fifty million
(2,250,000,000) shares were designated "Tax-Free Series", and the balance of
which were unclassified. Of the seven billion four hundred ten million
(7,410,000,000) shares designated for the Prime Series, five billion
(6,000,000,000) shares were classified as Deutsche Banc Alex. Brown Cash Reserve
Fund Shares, nine hundred fifty million (950,000,000) shares were classified as
Institutional Shares, fifty million (50,000,000) shares were classified as Flag
Investors Cash Reserve Prime Shares Class A, fifty million (50,000,000) shares
were classified as Flag Investors Cash Reserve Prime Shares Class B, ten million
(10,000,000) shares were classified as Flag Investors Cash Reserve Prime Class C
and three hundred fifty million (350,000,000) shares were classified as Quality
Cash Reserve Prime Shares. Of the one billion five hundred fifty million
(1,550,000,000) shares designated for the Treasury Series, one billion three
hundred million (1,300,000,000) shares were classified as Deutsche Banc Alex.
Brown Cash Reserve Fund Shares and two hundred fifty million (250,000,000)
shares were classified as Institutional Shares. Of the two billion two hundred
fifty million (2,250,000,000) shares designated for the Tax-Free Series, two
billion (2,000,000,000) shares were classified as Deutsche Banc Alex. Brown Cash
Reserve Fund Shares and two hundred fifty million (250,000,000) shares were
classified as Institutional Shares.
THIRD: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940, as amended.
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IN WITNESS WHEREOF, Deutsche Banc Alex. Brown Cash Reserve
Fund, Inc. has caused these Articles Supplementary to be executed by its
President and its corporate seal to be affixed and attested by its Secretary on
this 23rd day of March, 2000.
[CORPORATE SEAL]
DEUTSCHE BANC ALEX. BROWN CASH RESERVE FUND, INC.
BY: /s/ Carl W. Vogt
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Carl W. Vogt
President
Attest: /s/ Amy M. Olmert
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Amy M. Olmert
Secretary
The undersigned, President of DEUTSCHE BANC ALEX. BROWN CASH
RESERVE FUND, INC., who executed on behalf of said corporation the foregoing
Articles Supplementary to the Articles of Incorporation of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles Supplementary to the Articles of
Incorporation to be the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/Carl W. Vogt
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Carl W. Vogt
President
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Exhibit A
Deutsche Banc Alex. Brown Cash Reserve Fund, Inc.
Authorized Shares
Prime Series (8,660,000,000 shares)
DB Alex. Brown Shares.................................7,000,000,000 shares
Institutional Shares..................................1,200,000,000 shares
Flag Investors Class A Shares............................50,000,000 shares
Flag Investors Class B Shares............................50,000,000 shares
Flag Investors Class C Shares............................10,000,000 shares
Quality Cash Reserve Shares.............................350,000,000 shares
Treasury Series (1,550,000,000 shares)
DB Alex. Brown Shares.................................1,300,000,000 shares
Institutional Shares....................................250,000,000 shares
Tax-Free Series (2,250,000,000 shares)
DB Alex. Brown Shares.................................2,000,000,000 shares
Institutional Shares....................................250,000,000 shares
Unclassified Shares...........................................350,000,000 shares
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Total Shares 12,810,000,000 shares
