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) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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 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:_______________________________________________________ PROXY UPDATE - ------------------------------------------------------------------------------- Important News About Proxies Your Clients will receive for - ------------------------------------------------------------------------------- - - Flag Investors Funds - - Deutsche Banc Alex. Brown Cash Reserve Fund On June 4, 1999, a subsidiary of Deutsche Bank AG merged with and into Bankers Trust Corporation. Investment Company Capital Corp. ("ICC"), the investment advisor to the Funds, is an indirect wholly-owned subsidiary of Bankers Trust Corporation. Since the merger, Bankers Trust Corporation, along with its affiliates and subsidiaries, has continued to offer the same range of financial products and services, including investment advisory services, that it offered prior to the merger. This transaction will not change the portfolio management or investment style of the Funds, their advisory fees, the number of fund shares your clients own or the value of those shares. However, as a result of the merger, it is necessary for each Fund's shareholders to approve new investment advisory agreements (and sub-advisory agreements, as applicable). We will also take this opportunity to ask shareholders to vote on other proposals that pertain to how their funds are managed. - ------------------------------------------------------------------------------- Proxies and Proxy Cards - ------------------------------------------------------------------------------- We plan to begin mailing proxies and proxy cards in mid-August 1999 to each Fund's shareholders of record as of August 6, 1999. Your clients will receive a separate proxy card for each Fund and share class they own. The shareholder meetings are scheduled to take place at Deutsche Banc Alex. Brown's offices in Baltimore, Maryland on October 7, 1999. Proxies will not be sent to shareholders of Flag Investors Total Return U.S. Treasury Fund and Flag Investors Managed Municipal Fund, which are managed by ISI, Inc. and are unaffected by the merger. FOR BROKER USE ONLY This letter is for use by you or colleagues in your organization. Do not copy. Not for distribution to clients. - ------------------------------------------------------------------------------- The Solicitation Process - ------------------------------------------------------------------------------- We have retained Shareholder Communications Corporation (SCC) to assist with our solicitation efforts. Starting in early September, SCC will begin to call registered fund shareholders who have not voted to remind them to vote. SCC obtains shareholder records from your firm. Your firm will not release information on, and SCC will not call, shareholders who have asked your firm to not release their account registration information. SCC will start with shareholders owning the largest number of shares. Your clients will be given the opportunity to vote over the phone after satisfactorily answering a series of questions for identification purposes. - ------------------------------------------------------------------------------- Voting Methods - ------------------------------------------------------------------------------- Phone Shareholders who receive proxies distributed through ADP can vote by phone by calling the number provided on their proxy card. Please note that your clients must have the 12-digit control number located on their proxy card to vote by phone. Shareholders who have instructed their investment representative not to release their names may not vote by phone. Internet All shareholders can vote via the Internet by accessing the website www.proxyvote.com, entering the 12-digit control number located on their proxy card, and following instructions on the website. Mail All shareholders can vote by mail by completing the proxy card and returning it in the postage-paid envelope. - ------------------------------------------------------------------------------- For More Information - ------------------------------------------------------------------------------- If you have additional questions about the proxy process, please call SCC at 800-732-6168. To order copies of the proxies, please call us at x695-3524 or SCC. FOR BROKER USE ONLY This letter is for use by you or colleagues in your organization. Do Not Copy. Not For Distribution To Clients. - ----------------------------------------------------------------------------------------------------------- Funds Issue Reason - ----------------------------------------------------------------------------------------------------------- All Funds Elect Directors. Shareholders have the opportunity to elect directors who oversee matters relating to their funds. - ----------------------------------------------------------------------------------------------------------- All Funds Approve new investment As a result of the merger, the present agreement advisory agreements with could be deemed to terminate automatically. current advisor. No Shareholders are being asked to approve a new change in fees is agreement on terms substantially identical to the proposed. current agreement. There are no material changes. - ----------------------------------------------------------------------------------------------------------- All Funds (except Approve new Same as above. Deutsche Banc Alex. sub-investment advisory Brown Cash Reserve Fund) agreements with current sub-advisor. No change in fees is proposed. - ----------------------------------------------------------------------------------------------------------- Flag Investors Convert the Flag The Flag Fund and the Master Fund have identical International Fund, Inc. Investors International investment objectives and invest primarily in equity Fund, Inc. (the "Flag securities of companies outside of the United Fund") to a master-feeder States. Flag Fund shareholders may be better served structure and invest all by the combined funds because of greater of its assets in the diversification and the possibility of reduced International Equity expenses. Portfolio (the "Master Fund"). This would be a tax-free transaction for shareholders. - ----------------------------------------------------------------------------------------------------------- All Funds Modify, eliminate or These proposals will allow the Funds to update their reclassify as policies to reflect changes in the law. non-fundamental certain investment policies. - ----------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Important Phone Numbers - ------------------------------------------------------------------------------- Shareholder Communications Corporation (Information Agent): 800-732-6168 Flag Investors Funds: 410-895-3524 FOR BROKER USE ONLY This letter is for use by you or colleagues in your organization. Do not copy. Not for distribution to clients.