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

Deutsche Bank 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)

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statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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June 2002

Dear Shareholder:

Your fund and certain other funds within the Deutsche Asset Management Fund
Complex ('DeAM Fund Complex') are holding shareholder meetings at which
shareholders will be asked to vote on certain proposals.

You will be asked to elect members of the Board governing your fund. This
proposal is part of an overall plan to coordinate and enhance the efficiency of
governance by the boards of the DeAM Fund Complex. Your Board also believes
that your fund will benefit from the greater diversity and the expertise of the
nominees that would be included on the expanded boards.

As you know, your investment advisor's parent, Deutsche Bank AG, has,
through acquisitions such as Zurich Scudder Investments, and through internal
reorganizations, sought to enhance its global research and investment
management capabilities. Consistent with these changes, you will also be asked
to approve a new advisory agreement. Under the new advisory agreement, your
advisor would be authorized to appoint certain affiliates as sub-advisors. This
would allow your fund's advisor to take advantage of the strengths of other
entities within the Deutsche Asset Management organization by permitting the
advisor to delegate certain portfolio management services to these entities.
Shareholders of certain funds will also be asked to approve a new sub-advisory
agreement.

The enclosed proxy statement details these proposals. For your convenience,
we've provided a question and answer section that offers a brief overview of
the issues for which your vote is requested. The proxy statement itself
provides greater detail about the proposals, why they are being made and how
they apply to your fund. Please read these materials carefully.

Please be assured that:

. These proposals will have no effect on the number of shares you own
or the value of those shares.

. The advisory fees applicable to your fund will not change.

. The members of your fund's Board carefully reviewed each proposal
prior to recommending that you vote in favor of each proposal.

To vote, simply complete the enclosed proxy card(s) -- be sure to sign and
date it -- and return it to us in the enclosed postage-paid envelope. Or, you
can save time by voting through the Internet or by telephone as described on
your proxy card.

Your vote is very important to us. If we do not hear from you, our proxy
solicitor may contact you. Thank you for your response and for your continued
investment.

Respectfully,

/s/ Daniel O. Hirsch
Daniel O. Hirsch
Assistant Secretary

The attached proxy statement contains more detailed information about each
of the proposals relating to your fund. Please read it carefully.
2

QUESTIONS AND ANSWERS

Q: What is the purpose of this proxy solicitation?

A: The purpose of this proxy solicitation is to ask you to vote on the
following issues:

. to elect eleven members of the Board of Directors of Deutsche Bank
Alex. Brown Cash Reserve Fund, Inc. (the 'Fund'), whose terms will be
effective beginning July 30, 2002 or on such later date as
shareholder approval is obtained; and

. to approve new investment advisory agreements between the Fund, on
behalf of each series, and Deutsche Asset Management, Inc. ('DeAM,
Inc.').

THE BOARD MEMBERS OF THE FUND RECOMMEND THAT YOU VOTE FOR THESE
PROPOSALS.

I. BOARD PROPOSAL TO ELECT NEW BOARD MEMBERS

Q: Why am I being asked to vote for Board members?

A: Fund management recommended to the Board, and the Board agreed, that the
Fund along with certain other funds that are managed, advised,
sub-advised or administered by DeAM, Inc. and certain other funds
managed, advised or administered by Investment Company Capital Corp.
('ICCC') (collectively, the 'DeAM Funds') should be governed by boards
comprised of the same group of individuals. To attain the goal of having
identical boards for all DeAM Funds, we need shareholder approval to add
certain persons to the Fund's Board.

Q: Why did the Fund's Board approve management's recommendation?

A: Fund management recommended this proposal as part of an overall plan to
coordinate and enhance the efficiency of the governance of the DeAM
Funds. The Board considered, among other factors, that a unified group
board structure should benefit the Fund by creating an experienced group
of Board members who understand the operations of the Fund and the DeAM
Fund Complex and are exposed to the wide variety of issues that arise
from overseeing different types of funds. Adopting a unified group board
structure will also enable management to use time more efficiently.
There may also be cost savings in avoiding duplication of efforts
involved in the preparation and conduct of board meetings.

Q: If the Board proposal is approved by shareholders, how many Directors
will sit on the Board?

A: If all nominees are elected, the Fund's Board will consist of eleven
individuals. Five of these persons currently serve as members of the
Board; six persons will be new to the Fund's Board but have experience
serving on the boards of various other investment companies within the
DeAM Fund Complex.

II. PROPOSAL RELATED TO APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS

Q: Why am I being asked to vote for a new investment advisory agreement?

A: Fund management recommended to the Board that they approve the new
investment advisory agreements in order to simplify the organizational
structure of Deutsche Bank's US mutual fund operations. The proposed new
advisory agreements described in the proxy statement will cover
substantially similar provisions and do not differ in terms of services
to be provided or fees to be paid therefor from the current advisory
agreements pursuant to which services are provided to the Fund, except
for the dates of execution, effectiveness, initial term, certain changes
to the 'Delegation of Responsibilities' section, and except that, under
the new advisory agreements, DeAM, Inc., an indirect wholly owned
subsidiary of Deutsche Bank, would be the investment advisor rather than
ICCC, also an indirect wholly owned subsidiary of Deutsche Bank.
Currently, under limited circumstances, an advisor may delegate duties
to a sub-advisor without obtaining shareholder approval at the time such
delegation is made. The proposed delegation provision is also intended
to authorize the selection of sub-advisors under circumstances yet to be
approved or identified by the Securities and Exchange Commission or its
staff.

In determining to recommend that the shareholders approve the new
advisory agreements, the Board considered that the change to DeAM, Inc.
is a matter of administrative convenience and no material changes will
result with respect to the services currently provided to the Fund.

Q: Will the investment advisory fees remain the same?

A: Yes. The investment advisory fee rates proposed to be charged to each
Series of the Fund under the new advisory agreements are the same as the
respective investment advisory fee rates charged under the current
advisory agreements.

III. GENERAL QUESTIONS

Q: What are the Board's recommendations?

A: The Board recommends that all shareholders vote 'FOR' the nominees for
the Board and 'FOR' the approval of the new advisory agreements.

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

A: No, DeAM, Inc. will bear these costs.

Q: How can I vote?

A: You can vote in any one of four ways:

. Through the Internet, by going to the website listed on your proxy
card(s);

. By telephone, with a toll-free call to the number listed on your
proxy card(s);

. By mail, with the enclosed proxy card(s); or

. In person at the special meeting.

We encourage you to vote over the Internet or by telephone, using the voting
control number that appears on your proxy card. These voting methods will save
the Fund money. Whichever method you choose, please take the time to read the
full text of the proxy statement before you vote.

Q: I plan to vote by mail. How should I sign my proxy card(s)?

A: Please see the instructions at the end of the Notice of Special Meeting
of Shareholders, which is attached.

Q: I plan to vote by telephone. How does telephone voting work?

A: To vote by telephone, please read and follow the instructions on your
enclosed proxy card(s).

Q: I plan to vote through the Internet. How does Internet voting work?

A: To vote through the Internet, please read and follow the instructions on
your enclosed proxy card(s).

Q: Whom should I call with questions?

A: Please call Georgeson Shareholder Communications at 1-866-474-6829 with
any additional questions about the proxy statement or the procedures to
be followed to execute and deliver a proxy.

The attached proxy statement contains more detailed information about each
of the proposals relating to the Fund. Please read it carefully.

DEUTSCHE BANK ALEX. BROWN
CASH RESERVE FUND, INC.

One South Street
Baltimore, Maryland 21202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held July 30, 2002

A special meeting of shareholders of Deutsche Bank Alex. Brown Cash Reserve
Fund, Inc. (the 'Fund') will be held at the offices of Deutsche Asset
Management, One South Street, 30th Floor, Baltimore, Maryland 21202 on July 30,
2002 at 1:30 pm (Eastern time) (the 'Special Meeting'). The Fund is an open-end
management investment company, organized under the laws of the State of
Maryland. The Fund is comprised of three series: the Prime Series, the Treasury
Series and the Tax-Free Series (each a 'Series').

PROPOSAL I: To elect eleven Directors of the Fund to hold office
All Series together until their respective successors have been duly
elected and qualified or until their earlier resignation
or removal, whose terms will be effective on the date
of the Special Meeting or, in the event of an
adjournment or adjournments of the Special Meeting,
such later date as shareholder approval is obtained.

PROPOSAL II: To approve a new investment advisory agreement (a
Each Series separately 'New Advisory Agreement') between the Fund, on
behalf of each Series, and Deutsche Asset
Management, Inc. ('DeAM, Inc.') to be implemented
within two years of the date of the Special Meeting
upon approval of the members of the Fund's Board of
Directors who are not 'interested persons' (as defined
in the Investment Company Act of 1940, as
amended).

The appointed proxies will vote in their discretion on any other business as
may properly come before the Special Meeting or any adjournments thereof.

The New Advisory Agreements described in Proposal II contain substantially
similar provisions and do not differ in substance from the current advisory
agreements pursuant to which services are provided to the Series, except for
the dates of execution, effectiveness and initial term, certain changes to the
'Delegation of Responsibilities' section (described in the Proxy Statement),
and except that, under the New Advisory Agreements, DeAM, Inc., an indirect
wholly owned subsidiary of Deutsche Bank AG ('Deutsche Bank'), would be the
investment advisor rather than Investment Company Capital Corp. ('ICCC'), also
an indirect wholly owned subsidiary of Deutsche Bank.

The close of business on May 20, 2002 has been fixed as the record date for
the determination of the shareholders of the Fund entitled to notice of, and to
vote at, the Special Meeting. You are cordially invited to attend the Special
Meeting.

The Board of Directors of the Fund unanimously recommends that shareholders
vote FOR the election of each nominee to the Board of Directors of the Fund and
FOR Proposal II.

This notice and related proxy material are first being mailed to
shareholders of the Fund on or about June 13, 2002. This proxy is being
solicited on behalf of the Board of Directors of the Fund.

By Order of the Board of Directors,
/s/ Daniel O. Hirsch
Daniel O. Hirsch, Assistant Secretary

Baltimore, Maryland
June 10, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE
AND SIGN EACH ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES (UNLESS YOU ARE
VOTING BY TELEPHONE OR THROUGH THE INTERNET). NO POSTAGE NEED BE AFFIXED
IF THE PROXY CARD IS MAILED IN THE UNITED STATES. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.

IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT GEORGESON
SHAREHOLDER COMMUNICATIONS, INC. AT 1-866-474-6829.

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

Please indicate your voting instructions on each enclosed proxy card, sign
and date the card(s) and return it or them in the envelope provided. If you
sign, date and return the proxy card(s) but give no voting instructions, your
shares will be voted 'FOR' the nominees for Director named in the attached
Proxy Statement; 'FOR' the approval of the new investment advisory agreements
with Deutsche Asset Management, Inc. and, in the discretion of the persons
appointed as proxies, either 'FOR' or 'AGAINST' any other business that may
properly arise at the Special Meeting or any adjournments thereof. In order to
avoid the additional expense of further solicitation, we ask your cooperation
in mailing your proxy card(s) promptly. As an alternative to using the paper
proxy card(s) to vote, you may vote shares that are registered in your name, as
well as shares held in 'street name' through a broker, via the Internet or
telephone. To vote in this manner, you will need the 'control' number(s) that
appear on your proxy card(s).

To vote via the Internet see your proxy card(s) for instructions.

You may also call 1-866-474-6829 and vote by telephone.

If we do not receive your completed proxy card(s), our proxy solicitor,
Georgeson Shareholder Communications, Inc., may contact you. Our proxy
solicitor will remind you to vote your shares or will record your vote over the
phone if you choose to vote in that manner.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:

Registration Valid Signature
- -----------------------------------------------------------------------------------

Corporate Accounts
(1) ABC Corp. ABC Corp.
John Doe, Treasurer
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Director
- -----------------------------------------------------------------------------------
Partnership Accounts
(1) The XYZ Partnership Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership Jane B. Smith, General Partner
- -----------------------------------------------------------------------------------
Trust Accounts
(1) ABC Trust Account Jane B. Doe, Director
(2) Jane B. Doe, Director u/t/d 12/28/78 Jane B. Doe
- -----------------------------------------------------------------------------------
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA/UTMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr., Executor
- -----------------------------------------------------------------------------------

DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND, INC.

One South Street
Baltimore, Maryland 21202

PROXY STATEMENT FOR THE SPECIAL MEETING
OF SHAREHOLDERS

To Be Held July 30, 2002

This proxy statement ('Proxy Statement') is being furnished in connection
with the solicitation by the Board of Directors of Deutsche Bank Alex. Brown
Cash Reserve Fund, Inc. (the 'Fund') on behalf of the Prime, Treasury, and
Tax-Free Series (each a 'Series') to be used at the special meeting of the Fund
to be held at the offices of Deutsche Asset Management, One South Street, 30th
Floor, Baltimore, Maryland 21202 on July 30, 2002 at 1:30 pm (Eastern time) and
at any adjournments thereof (the 'Special Meeting'). This Proxy Statement and
accompanying proxy card(s) ('Proxy') are expected to be mailed to shareholders
on or about June 13, 2002.

The Fund is comprised of three separate series: the Prime Series, the
Treasury Series and the Tax-Free Series. The Prime Series has six share classes
and the Treasury and Tax-Free Series have two share classes each. Each class
has its own expense structure. However, since the Proposals presented in this
Proxy Statement uniformly affect each class of each Series, shareholders of
each class of a Series may vote on all the Proposals relevant to that Series,
and each vote has equal weight regardless of its class.

The Special Meeting is being held to consider and vote on the following
matters for the Fund, as indicated below and described more fully under the
corresponding Proposals discussed herein, and such other matters as may
properly come before the Special Meeting or any adjournments thereof:

within two years of the date of the Special Meeting
upon approval of the members of the Fund's Board of
Directors who are not 'interested persons' (as defined
in the Investment Company Act of 1940, as
amended).

The appointed proxies will vote on any other business as may properly come
before the Special Meeting or any adjournments thereof.

The shareholders of the Fund are to consider the election of Richard R.
Burt, S. Leland Dill, Martin J. Gruber, Richard T. Hale, Joseph R. Hardiman,
Richard J. Herring, Graham E. Jones, Rebecca W. Rimel, Philip Saunders, Jr.,
William N. Searcy and Robert H. Wadsworth (the 'Director Nominees') as
Directors of the Fund. Mr. Hale is currently an 'interested person' (an
'Interested Director') as defined in the Investment Company Act of 1940, as
amended (the '1940 Act'), of the Fund. Messrs. Burt, Hale, Hardiman and
Wadsworth and Ms. Rimel currently serve on the Board of Directors of the Fund.
Messrs. Dill, Jones, and Searcy and Drs. Gruber, Herring and Saunders currently
serve on the Boards of Directors of various other investment companies within
the Deutsche Asset Management family of funds.

Shareholders of each Series are also to consider the approval of a New
Advisory Agreement between DeAM, Inc., an affiliate of the current investment
advisor for the Series, and the Fund, on behalf of such Series.

VOTING INFORMATION

Notice of the Special Meeting and a Proxy accompany this Proxy Statement. In
addition to solicitations made by mail, solicitations may also be made by
telephone, telegraph, through the Internet or in person by officers or
employees of the Fund and certain financial services firms and their
representatives, who will receive no extra compensation for their services. All
costs of solicitation, including (a) printing and mailing of this Proxy
Statement and accompanying material, (b) the reimbursement of brokerage firms
and others for their expenses in forwarding solicitation material to the
beneficial owners of the Fund's shares, (c) payment to Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
DeAM, Inc. DeAM, Inc. has engaged Georgeson Shareholder Communications, Inc. at
an estimated total cost of $177,600. However, the exact cost will depend on the
amount and types of services rendered. If the Fund records votes by telephone
or through the Internet, it will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance with their

instructions, and to confirm that their instructions have been properly
recorded. Proxies voted by telephone or through the Internet may be revoked at
any time before they are voted in the same manner that Proxies voted by mail
may be revoked.

The most recent Annual Report of the Fund containing audited financial
statements for the fiscal year ended March 31, 2002 (the 'Report'), has
previously been furnished to shareholders. An additional copy of the Report
will be furnished without charge upon request by writing to the Fund at the
address set forth on the cover of this Proxy Statement or by calling
1-800-730-1313. The Report is also available on the Deutsche Asset Management
website at www.deam-us.com.

If the enclosed Proxy is properly executed and returned in time to be voted
at the Special Meeting, the shares represented thereby will be voted in
accordance with the instructions marked on the Proxy. Shares of the Fund are
entitled to one vote each at the Special Meeting and fractional shares are
entitled to proportionate shares of one vote. If no instructions are marked 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 with respect to any other matter that may properly
come before the Special Meeting. Any shareholder giving a Proxy has the right
to attend the Special Meeting to vote his/her shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time
prior to its exercise by executing a superseding Proxy or by submitting a
written notice of revocation to the Fund's secretary (the 'Secretary'). To be
effective, such revocation must be received by the Secretary prior to the
Special Meeting. Merely attending the Special Meeting without voting will not
revoke a prior Proxy.

Deutsche Bank Trust Company Americas (formerly, Bankers Trust Company)
('Deutsche Bank Trust') may vote any shares in accounts as to which Deutsche
Bank Trust has voting authority, which are not otherwise represented in person
or by proxy at the Special Meeting. Accordingly, for each Proposal, if Deutsche
Bank Trust votes shares of the Fund over which it has voting discretion, it
will do so in accordance with its fiduciary and other legal obligations, and in
its discretion may consult with the beneficial owners or other fiduciaries.

In the event that a quorum is not present at the Special Meeting, or if a
quorum is present but sufficient votes to approve a Proposal are not received,
the persons named as proxies may propose one or more adjournments of the
Special Meeting to permit further solicitation of Proxies with respect to the
Proposal. In determining whether to adjourn the Special Meeting, the following
factors may be considered: the nature of the proposals that are the subject of
the Special Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a

majority of those shares represented at the Special Meeting in person or by
Proxy. The persons named as proxies will vote those Proxies that they are
entitled to vote 'FOR' any Proposal in favor of an adjournment and will vote
those Proxies required to be voted 'AGAINST' any such Proposal against any
adjournment. A shareholder vote may be taken on one or more of the Proposals in
the Proxy Statement prior to any adjournment if sufficient votes have been
received and it is otherwise appropriate. A quorum of shareholders is
constituted by the presence in person or by proxy of the holders of, for the
Fund, a majority of the outstanding shares of the Fund entitled to vote at the
Special Meeting. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions and broker 'non-votes'
(that is, Proxies from brokers or nominees indicating that these persons have
not received instructions from the beneficial owner or other persons entitled
to vote shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be treated as shares that are
present but which have not been voted. (See 'Vote Required' for a further
discussion of abstentions and broker non-votes.)

Shareholders of record at the close of business on May 20, 2002 (the 'Record
Date') are entitled to notice of, and to vote at, the Special Meeting. The
number of shares of each class of each Series that were issued and outstanding
as of the Record Date are set forth in Exhibit A to this Proxy Statement.

In order that your shares may be represented, you are requested to (unless
you are voting by telephone or through the Internet):

. indicate your instructions on the Proxy (or Proxies);

. date and sign the Proxy (or Proxies); and

. mail the Proxy (or Proxies) promptly in the enclosed envelope.

Instructions for voting by telephone or through the Internet are included on
the Proxy (or Proxies) enclosed with this Proxy Statement.

Beneficial Ownership of Shares of the Fund

Exhibit B to this Proxy Statement sets forth information as of May 31, 2002
regarding the beneficial ownership of the Fund's shares by the only persons
known by the Fund to beneficially own more than five percent of the outstanding
shares of each class of the Fund. Unless otherwise indicated, each person has
sole investment and voting power (or shares this power with his or her spouse)
with respect to the shares set forth in Exhibit B. The inclusion therein of any
shares deemed beneficially owned does not constitute an admission of beneficial
ownership of the shares. Collectively, the Directors, Director Nominees and
executive officers of the Fund own less than 1% of each class' outstanding
shares.

Background

The Fund. The Fund is a registered open-end management investment company
established as a Maryland corporation. The Fund is comprised of three separate
series: the Prime Series, the Treasury Series and the Tax-Free Series.
Investment Company Capital Corp. ('ICCC'), located at One South Street,
Baltimore, Maryland 21202, currently acts as the investment advisor to each
Series pursuant to the terms of three separate investment advisory agreements,
one for each Series (the 'Current Advisory Agreements'). Pursuant to the
Current Advisory Agreements, ICCC supervises and assists in the management of
the assets of each Series and furnishes each Series with research, statistical,
advisory and managerial services. ICCC pays the ordinary office expenses of the
Fund and the compensation, if any, of all officers and employees of the Fund
and all Interested Directors of the Fund.

PROPOSAL I

ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS OF THE FUND

It is proposed that eleven Director Nominees are to be elected at the
Special Meeting to comprise the entire Board of Directors of the Fund to serve
until their successors have been duly elected and qualified or until their
earlier resignation or removal. The Independent Director Nominees were recently
selected by a Nominating Committee of the Board comprised entirely of the
Independent Directors of the Board and nominated by the full Board at a meeting
held on March 26, 2002. If elected, the terms of the eleven Director Nominees
will begin on the date of the Special Meeting or, in the event of an
adjournment or adjournments of the Special Meeting, such later date as
shareholder approval is obtained, and upon their respective acceptances of
their election in writing (the 'Effective Date'); until that time, the current
Board members will continue their terms. It is anticipated that Messrs. Levy,
McDonald, Semans and Vogt, each a current member of the Board of Directors,
will no longer serve effective the Effective Date if Proposal I is approved by
the shareholders of the Fund. The names and ages of the Director Nominees,
their principal occupations during the past five years and certain of their
other affiliations are provided later in this Proposal. No Independent Director
or Independent Director Nominee of the Fund serves or will serve as an officer
of the Fund. Each of the Director Nominees has agreed to serve if elected at
the Special Meeting. It is the intention of the persons designated as proxies
in the Proxy, unless otherwise directed therein, to vote at the Special Meeting
for the election of the Director Nominees. If any Director Nominee is unable or
unavailable to serve, the persons named in the Proxies will vote the Proxies
for such other person(s) as the Board of Directors may recommend.

The nomination of these persons to serve as the Board of Directors of the
Fund reflects an overall plan to coordinate and enhance the efficiency of the
governance of the Fund and of certain other investment companies that are
managed, advised, sub-advised or administered by DeAM, Inc. (along with certain
other investment management companies managed, advised or administered by ICCC,
another indirect wholly owned subsidiary of Deutsche Bank) (the 'DeAM Funds').
The proposal concerning the size and composition of the Board of Directors was
suggested to the Board by ICCC and reviewed by the current Independent
Directors of the Board. Messrs. Burt, Hale (Interested Director), Hardiman and
Wadsworth and Ms. Rimel currently serve on the Board of Directors of the Fund.
Each of the other Independent Director Nominees already serves as an
independent board member for one or more other DeAM Funds and understands the
operations of the fund complex.

ICCC recommended, and the Board agreed, that the Fund should be governed by
a larger Board of Directors composed of the same members as are expected to

govern certain other DeAM Funds. Presently, the Board membership of the Fund
and the board membership of the other DeAM Funds are not identical. Nine
persons currently serve on the Board of Directors of the Fund and between five
and nine persons currently serve on the boards of the other DeAM Funds. If
shareholders elect each of the Director Nominees, certain of the existing
Directors will be joined by certain of the board members of the other DeAM
Funds. Although the By-Laws of the Fund provide that the Board of Directors may
consist of a maximum of fifteen directors, Fund management proposed, and the
Board agreed, that only eleven Director Nominees be submitted for election.
Proxies cannot be voted for a greater number of persons than the number of
Director Nominees named.

Although the election of the Director Nominees is not in any way conditioned
on similar action being taken by other funds, it is currently anticipated that
the boards of the other DeAM Funds will approve the expansions of their boards
and the appointment of new board members so that each of the DeAM Funds' boards
is ultimately identically comprised.

The following information is provided for each Director Nominee and
executive officer of the Fund's Board as of the end of the most recently
completed calendar year. The first section of the table lists information for
each Director Nominee who is an Independent Director Nominee. Information for
the Interested Director Nominee follows. The Interested Director Nominee is
considered to be an interested person as defined by the 1940 Act because of his
employment with DeAM, Inc. The mailing address for the Director Nominees and
the executive officers with respect to Fund operations is One South Street,
Baltimore, Maryland 21202.

INFORMATION CONCERNING DIRECTOR NOMINEES AND OFFICERS

Number of Funds
in the Fund
Complex to
be Overseen
Position with the Business Experience by Director or
Name and Fund and Length and Directorships Director
Birth Date of Time Served During the Past 5 Years Nominee/1/
- ---------------------------------------------------------------------------------------------------

Independent Director Nominees

Richard R. Burt Director since 1999. Chairman, IEP Advisors, Inc. (July 1998 to 86
2/3/47 present); Chairman of the Board, Weirton
Steel Corporation/2/ (April 1996 to present);
Member of the Board, Hollinger
International, Inc./2/ (publishing) (1995 to
present), HCL Technologies Limited
(information technology) (April 1999 to
present), UBS Mutual Funds (formerly known
as Brinson and Mitchell Hutchins families of
funds) (1995 to present) (registered
investment companies); and Member,
Textron Inc./2/ International Advisory Council
(July 1996 to present). Formerly, Partner,
McKinsey & Company (consulting) (1991-
1994) and US Chief Negotiator in Strategic
Arms Reduction Talks (START) with former
Soviet Union and US Ambassador to the
Federal Republic of Germany (1985-1991);
Member of the Board, Homestake Mining/2/
(mining and exploration) (1998-February
2001), Archer Daniels Midland Company/2/
(agribusiness operations) (October 1996-
June 2001) and Anchor Gaming (gaming
software and equipment) (March 1999-
December 2001).

S. Leland Dill Nominee Trustee, Phoenix Zweig Series Trust (since 84
3/28/30 September 1989), Phoenix Euclid Market
Neutral Fund (since May 1998) (registered
investment companies); Retired (since 1986).
Formerly, Partner, KPMG Peat Marwick
(June 1956-June 1986); Director, Vintners
International Company Inc. (June 1989-May
1992), Coutts (USA) International (January
1992-March 2000), Coutts Trust Holdings
Ltd., Coutts Group (March 1991-March
1999); General Partner, Pemco (investment
company) (June 1979-June 1986).

Martin J. Gruber Nominee Nomura Professor of Finance, Leonard 85
7/15/37 N. Stern School of Business, New York
University (since 1964); Trustee, CREF
(since 2000); Director, S.G. Cowen
Mutual Funds (1985-2001), Japan
Equity Fund, Inc. (since 1992), Thai
Capital Fund, Inc. (since 2000) and
Singapore Fund, Inc. (since 2000)
(registered investment companies).

Richard J. Herring Nominee Jacob Safra Professor of International 84
2/18/46 Banking and Professor, Finance
Department, The Wharton School,
University of Pennsylvania (since
1972); Director, Lauder Institute of
International Management Studies
(since 2000); Co-Director, Wharton
Financial Institutions Center (since
2000) and Vice Dean and Director,
Wharton Undergraduate Division
(1995-2000).

Joseph R. Hardiman Director since 1998. Private Equity Investor (1997 to 82
5/27/37 present); Director, Soundview
Technology Group Inc. (investment
banking) (July 1998 to present), Corvis
Corporation/2 /(optical networking
equipment) (July 2000 to present),
Brown Investment Advisory & Trust
Company (investment advisor) (February
2001 to present), The Nevis Fund
(registered investment company) (July
1999 to present), and ISI Family of
Funds (registered investment
companies) (March 1998 to present).
Formerly, Director, Circon Corp./2
/(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 (now
Deutsche Bank Securities Inc.) (1985-
1987) and General Partner, Alex. Brown
& Sons Incorporated (now Deutsche
Bank Securities Inc.) (1976-1985).

Graham E. Jones Nominee Senior Vice President, BGK Realty, Inc. 84
1/31/33 (commercial real estate) (since 1995);
Trustee, 8 open-end mutual funds
managed by Weiss, Peck & Greer (since
1985) and Trustee of 22 open-end mutual
funds managed by Sun Capital Advisers,
Inc. (since 1998).

Rebecca W. Rimel Director since 1995. President and Chief Executive Officer, 84
4/10/51 The Pew Charitable Trusts (charitable
foundation) (1994 to present) and Director
and Executive Vice President, The
Glenmede Trust Company (investment
trust and wealth management) (1994 to
present). Formerly, Executive Director,
The Pew Charitable Trusts (1988-1994)
and Director, ISI Family of Funds
(registered investment companies) (1997-
1999).

Philip Saunders, Jr. Nominee Principal, Philip Saunders Associates 84
10/11/35 (Economic and Financial Consulting)
(since 1988). Formerly, Director,
Financial Industry Consulting, Wolf &
Company (1987-1988); President, John
Hancock Home Mortgage Corporation
(1984-1986); Senior Vice President of
Treasury and Financial Services, John
Hancock Mutual Life Insurance
Company, Inc. (1982-1986).

William N. Searcy Nominee Pension & Savings Trust Officer, Sprint 84
9/03/46 Corporation/2 /(telecommunications) (since
1989); Trustee of 22 open-end mutual
funds managed by Sun Capital Advisers,
Inc. (since 1998).

Robert H. Wadsworth Director since 1999. President, Robert H. Wadsworth 87
1/29/40 Associates, Inc. (consulting firm) (1982
to present); President and Director,
Trust for Investment Managers
(registered investment company) (1999
to present). Formerly, President,
Investment Company Administration,
L.L.C. (1992*-July 2001); President,
Treasurer and Director, First Fund
Distributors, Inc. (1990-January 2002);
Vice President, Professionally Managed
Portfolios (1999-2002) and Advisors
Series Trust (1997-2002) (registered
investment companies); President,
Guinness Flight Investment Funds, Inc.
(registered investment companies).
*Inception date of the corporation
which was the predecessor to the LLC.

Interested Director Nominee

Richard T. Hale/3/ Director since 1989 Managing Director, Deutsche Bank 84
7/17/45 and President. Securities Inc. (formerly Deutsche Banc
Alex. Brown Inc.) and Deutsche Asset
Management (1999 to present); Director
and President, Investment Company
Capital Corp. (registered investment
advisor) (1996 to present); Director,
Deutsche Global Funds, Ltd. (2000 to
present), CABEI Fund (2000 to
present), North American Income Fund
(2000 to present) (registered investment
companies); Vice President, Deutsche
Asset Management, Inc. (2000 to
present). Chartered Financial Analyst.
Formerly, Director, ISI Family of Funds
(registered investment companies)
(1992-1999).

Officers

Richard T. Hale President since See information provided under
2000. Interested Director Nominee.

Amy M. Olmert Secretary since Director, Deutsche Asset Management
5/14/63 1997. (January 1999 to present); Certified Public
Accountant (1989 to present). Formerly,
Vice President, BT Alex. Brown
Incorporated (now Deutsche Bank
Securities Inc.) (1997-1999); Senior
Manager, Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) (1992-1997).

Charles A. Rizzo Treasurer since Director, Deutsche Asset Management
8/5/57 1999. (April 2000 to present); Certified Public
Accountant; Certified Management
Accountant. Formerly, Vice President and
Department Head, BT Alex. Brown
Incorporated (now Deutsche Bank
Securities Inc.) (1998-1999); Senior
Manager, Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) (1993-1998).

Daniel O. Hirsch Assistant Secretary Managing Director, Deutsche Asset
3/27/54 since 1999. Management (2002 to present) and
Director, Deutsche Global Funds Ltd.
(2002 to present). Formerly, Director,
Deutsche Asset Management (1999-
2002); Principal, BT Alex. Brown
Incorporated (now Deutsche Bank
Securities Inc.) (1998-1999); Assistant
General Counsel, United States Securities
and Exchange Commission (1993-1998).

- --------
/1/ As of March 31, 2002, the total number of funds in the Deutsche Asset
Management Fund Complex (the 'Fund Complex') is 89.
/2/ A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
/3/ Mr. Hale is a director who is an 'interested person' within the meaning of
Section 2(a)(19) of the 1940 Act. Mr. Hale is Vice President of DeAM, Inc.
and a Managing Director of Deutsche Asset Management, the US asset
management unit of Deutsche Bank and its affiliates.

Ms. Olmert and Messrs. Hale, Hirsch and Rizzo also hold similar positions
for other investment companies for which DeAM, Inc. or an affiliate serves as
the advisor.

Ownership in Securities of DeAM, Inc. and Related Companies

As reported to the Fund as of April 30, 2002, the Independent Director
Nominees and their immediate family members do not own securities of DeAM, Inc.
or an entity directly or indirectly controlling, controlled by, or under common
control with DeAM, Inc.

Director Compensation Table

The following table sets forth the compensation paid to the Independent
Directors by the Fund and the Fund Complex for the fiscal year ended March 31,
2002.

- --------------------------------------------------------------------------------------
Total
Compensation
from the
Fund and the
Aggregate Pension or Estimated Fund
Name of Compensation from Retirement Benefits Annual Complex
Person, the Fund Payable to Accrued as Part of Benefits Upon Payable to
Position Directors Fund Expenses Retirement Directors

- --------------------------------------------------------------------------------------
Richard T. Hale/1/ $0 N/A N/A $0
Chairman and
President
- --------------------------------------------------------------------------------------
Truman T. $0 N/A N/A $0
Semans
Director/1/
- --------------------------------------------------------------------------------------
Richard R. Burt $47,339/2/ N/A N/A $62,500 for
Director service on 25
Funds in the
Fund Complex
- --------------------------------------------------------------------------------------
Joseph R. $48,318/2/ N/A N/A $62,500 for
Hardiman service on 23
Director Funds in the
Fund Complex
- --------------------------------------------------------------------------------------
Louis E. Levy $54,914/2/ N/A N/A $72,500 for
Director service on 25
Funds in the
Fund Complex
- --------------------------------------------------------------------------------------
Eugene J. $54,914/2/ N/A N/A $72,500 for
McDonald service on 25
Director Funds in the
Fund Complex
- --------------------------------------------------------------------------------------
Rebecca W. $47,339/2/ N/A N/A $62,500 for
Rimel service on 25
Director Funds in the
Fund Complex

- ---------------------------------------------------------------------------------
Total
Compensation
from the
Fund and the
Aggregate Pension or Estimated Fund
Name of Compensation from Retirement Benefits Annual Complex
Person, the Fund Payable to Accrued as Part of Benefits Upon Payable to
Position Directors Fund Expenses Retirement Directors

- ---------------------------------------------------------------------------------
Carl W. Vogt, $47,339/2/ N/A N/A $62,500 for
Esq. service on 25
Director Funds in the
Fund Complex
- ---------------------------------------------------------------------------------
Robert H. $47,339/2/ N/A N/A $62,500 for
Wadsworth service on 25
Director Funds in the
Fund Complex
- ---------------------------------------------------------------------------------

- --------
/1/ A director who is, or may be, an 'interested person' as defined in the
1940 Act.
/2/ Of amounts payable to Ms. Rimel and Messrs. Burt, Hardiman, Levy,
McDonald, Vogt, and Wadsworth $47,339, $47,339, $45,418, $41,055, $54,914,
$47,339 and $47,339, respectively, was deferred pursuant to a deferred
compensation plan.

The Board has established an Audit and Compliance Committee, a Nominating
Committee, a Pricing Committee, a Compensation Committee and an Executive
Committee. Each committee (except for the Pricing Committee) is currently
composed of the Independent Directors of the Board. Messrs. Burt, Hale
(Interested Director), Levy, McDonald, Semans (Interested Director) and
Wadsworth are currently the members of the Pricing Committee. In accordance
with its written charter adopted by the Board of Directors, the Audit and
Compliance Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and
financial reporting practices of the Fund. It also makes recommendations to the
Board as to the selection of the independent public accountants, reviews the
methods, scope and results of the audits and audit fees charged, and reviews
the Fund's internal accounting procedures and controls. The Audit and
Compliance Committee also considers the scope and amount of non-audit services
provided to the Fund, its investment advisor and affiliates by the independent
public accountants. The Nominating Committee is charged with the duty of making
all nominations for Independent Directors to the Board of Directors. The
Nominating Committee will consider Director nominees recommended by
shareholders. Shareholders who wish to suggest nominees for the Board of
Directors should submit their suggestions to be considered to the Fund 60 days
in advance of a meeting for inclusion in the Fund's proxy statement and form of
proxy for such meeting as is held. The Pricing Committee considers and acts
upon all questions relating to valuation of the securities in the Fund which
may arise between meetings of the Board. The Compensation Committee is
responsible for reviewing the compensation paid to the

Directors for its appropriateness, and making recommendations to the full Board
with respect to the compensation of the Directors. The Executive Committee
makes recommendations to the full Board with respect to the renewal of the
Fund's agreements with its service providers. During the Fund's most recent
fiscal year the Board held six meetings, the Audit and Compliance Committee
held four meetings, the Nominating Committee held one meeting, the Pricing
Committee held one meeting, the Compensation Committee did not meet, and the
Executive Committee held four meetings. No Director attended less than 75% of
the applicable meetings. If the Nominees are elected to the Board, the Board
will consider whether other committees should be organized after it has
reviewed the needs of the Fund.

Mr. Hale, if elected, will not be a member of the Audit and Compliance
Committee or the Nominating Committee.

Retirement Plan Information

Certain funds in the Fund Complex have adopted a retirement plan for
Directors who are not employees of the Fund, ICCC or its respective affiliates
(the 'Retirement Plan'). The Retirement Plan is unfunded and unvested. On
February 12, 2001, the Board of Directors of the Fund, as well as each fund
participating in the Retirement Plan, voted to amend the Retirement Plan,
effective January 1, 2001, as part of an overall review of the compensation
paid to Directors. The amendments provide that no further benefits would accrue
to any current or future directors and include a one-time payment of benefits
accrued under the Retirement Plan to Directors, as calculated based on the
following actuarial assumptions: (1) retirement benefits at later of age 65 and
10 years of service based on a 10% per year of service vesting schedule; (2) a
6% interest rate; and (3) rounding all calculations to the next whole year as
of January 1, 2001. At each Director's election, this one-time payment could be
transferred into the Directors' Deferred Compensation Plan, described below.

Under the Retirement Plan in effect until December 31, 2000, the Fund has
one participant, a Director who retired effective December 31, 1996, who
qualified for the Retirement Plan by serving fourteen years as a Director and
who will be paid a quarterly fee of $4,875 by certain funds in the Fund Complex
for the rest of his life. Such fees are allocated to certain funds in the Fund
Complex based upon the relative net assets of such funds to the Fund Complex.

Any Director of the Fund who receives fees from the Fund is permitted to
defer 50% to 100% of his or her annual compensation pursuant to a Deferred
Compensation Plan. Messrs. Burt, Hardiman, Levy, McDonald, Vogt, and Wadsworth,
and Ms. Rimel have each executed a Deferred Compensation Agreement. Currently,
the deferring Directors may select from among the funds in the Fund Complex 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 generally
equal quarterly installments over a period of ten years.

Recommendation of the Board of Directors

The Board of Directors believes that coordinated governance through a
unified board structure will benefit the Fund.

In their deliberations, the Board of Directors considered various matters
related to the management and long-term welfare of the Fund. The Board
considered, among other factors, that coordinated governance within the Fund
Complex will reduce the possibility that the separate boards might arrive at
conflicting or inconsistent decisions regarding the policies, strategies,
operations and management of the Fund and the other DeAM Funds, and that this
will help avoid costs, confusion and complexity resulting from different or
conflicting decisions. The Board also considered that operating with a unified
group board eliminates the potential for these types of conflicts while
preserving the insights and experience that can be contributed by individual
members. In addition, the Board considered that a unified group board would
also allow management to reduce the total number of board meetings it is
required to attend and at which it would make repetitive presentations each
year across the Fund Complex which can be expected to make the governance
process more efficient. Deutsche Asset Management expends a significant amount
of time and effort preparing and coordinating materials and presentations for
board meetings. In many instances, presentations need to be made more than once
on identical or similar issues. Adopting a unified group board structure would
enable management and the Board to use time more efficiently. There may also be
cost savings to the Fund because Directors will serve an increased number of
investment companies.

The Board also considered that a unified group board structure benefits the
Fund by creating an experienced group of Board members who understand the
operations of the Fund and the Fund Complex and are exposed to the wide variety
of issues that arise from overseeing different types of funds. The Board gave
considerable weight to their expectation that the Fund will benefit from the
diversity and experience of the Director Nominees that would be included in the
expanded Board and from the experience that each Director Nominee will gain by
serving on the boards of a diverse group of funds. The Board also considered,
in light of the following transaction, the importance of greater breadth and
depth of expertise on the Board.

On April 5, 2002, Deutsche Bank acquired 100% of US-based asset manager
Zurich Scudder Investments ('Scudder') (the 'Transaction'). The combined
organization is the fourth largest asset manager in the world, with
approximately $900 billion in assets under management. The Transaction is
anticipated to provide greater breadth and geographic reach to the asset
management services presently provided

by the asset management entities of Deutsche Bank by making available
additional investment expertise more effectively leveraged globally through a
stronger investment platform in which research is fundamentally integrated with
portfolio management. Because of the increased size and scope of Deutsche Asset
Management after the Transaction, Deutsche Asset Management will seek to
attract and retain talented people by providing a challenging work environment,
competitive compensation and reward systems and professional development
opportunities. Management intends to build a culture of teamwork, commitment,
performance and mutual respect.

The Director Nominees have had distinguished careers in accounting, finance,
marketing and other areas and will bring a wide range of expertise to the
Board. Ten of the eleven nominees, if elected, would be Independent Directors.
Independent Directors are charged with special responsibilities to provide an
independent check on management and to approve advisory, distribution and
similar agreements between the Fund and management.

In addition, the Board considered certain other advantages of enlarging the
Board. These included that enlarging the Board will afford an increased range
of experience among Board members and makes it more likely that the Board will
be able to ensure appropriate continuity over the years as incumbent members
reach mandatory retirement age or otherwise retire and that, should the Board
determine to revise its structure through increased establishment of
committees, an enlarged Board will provide an increased choice of potential
members of such committees. As part of their deliberations, the Board also
recognized that increased numbers of Board members could result in less
collegial meetings and longer discussions. On balance, the Board concluded that
these possible detriments of size were outweighed by the benefits anticipated
from the unified and enlarged Board.

Therefore, after careful consideration, the Board, including the Independent
Directors, recommends that the shareholders of the Fund vote 'FOR' the election
of the Director Nominees as set forth in this Proposal.

If the Director Nominees are elected by the shareholders, each Director
Nominee will serve, effective the Effective Date, until his/her successor is
duly elected and qualified or until his/her earlier resignation or removal. If
the Director Nominees are not elected, the Board will consider what action is
appropriate based upon the interests of the Fund's shareholders.

PROPOSAL II

APPROVAL OF NEW ADVISORY AGREEMENTS

It is proposed that shareholders of each Series approve a new investment
advisory agreement between the Fund, on behalf of that Series, and DeAM, Inc.
The New Advisory Agreements contain substantially similar provisions and do not
differ in substance from the Current Advisory Agreements pursuant to which
services are provided to the Series except for the dates of execution,
effectiveness and initial term, certain changes to the 'Delegation of
Responsibilities' section, and except that, under the New Advisory Agreements,
DeAM, Inc., an indirect wholly owned subsidiary of Deutsche Bank, would be the
investment advisor rather than ICCC. See 'Differences Between the Current and
New Advisory Agreements.'

The Advisory Agreements

The Current Advisory Agreements. ICCC currently serves as investment
advisor to each Series (as discussed earlier) pursuant to the Current Advisory
Agreements. The Current Advisory Agreements were initially approved by the
Board, including a majority of those Board members who are not 'interested
persons' (as defined in the 1940 Act) of the Fund or ICCC (the 'Independent
Directors').

Exhibit C to this Proxy Statement lists: (i) the date of the Current
Advisory Agreements; (ii) the most recent date on which the Current Advisory
Agreements were approved by the Fund's Directors, including a majority of the
Independent Directors, and by each Series' shareholders; and (iii) the reason
each agreement was submitted to shareholders for their approval.

The New Advisory Agreements. The form of New Advisory Agreement is attached
to this Proxy Statement as Exhibit D. The description of the New Advisory
Agreements set forth below is qualified in its entirety by reference to Exhibit
D. Exhibit E sets forth the compensation payable under each Series' agreement.
If shareholders approve the New Advisory Agreements, each agreement will remain
in effect for an initial term of two years from its effective date, and may be
renewed annually thereafter only if specifically approved at least annually by
the vote of 'a majority of the outstanding voting securities' (as defined in
the 1940 Act; see 'Vote Required' below) of the relevant Series, or by the
Board of Directors and, in either event, the vote of a majority of the
Independent Directors of the Fund, cast in person at a meeting called for such
purpose.

The New Advisory Agreements are being proposed as a means to simplify the
organizational structure of Deutsche Bank's US mutual fund operations, enhance
the efficiency of their administration and promote consistency of internal
controls, com-

pliance and regulatory oversight. The New Advisory Agreements are to be
implemented within two years of the date of the Special Meeting, upon approval
of the Fund's Board of Directors, including a majority of the Independent
Directors. The deferral in implementing the New Advisory Agreements may be
needed to permit a sufficient amount of time to plan, prepare and institute the
necessary arrangements to consolidate Deutsche Bank's US mutual fund operations.

Differences Between the Current and New Advisory Agreements. As stated
above, the terms and conditions--including the services to be provided and the
fees to be paid therefor--of the New Advisory Agreements contain substantially
similar provisions and do not differ in substance from the Current Advisory
Agreements except for the dates of execution, effectiveness and initial term,
and except that, under the New Advisory Agreements, DeAM, Inc., an indirect
wholly owned subsidiary of Deutsche Bank, would be the investment advisor
rather than ICCC and the 'Delegation of Responsibilities' section of the
agreement has been revised.

Both the Current Advisory Agreements and the New Advisory Agreements permit
the investment advisor, ICCC and DeAM, Inc. respectively, to delegate the
performance of advisory services to another party under certain conditions. The
New Advisory Agreements revise this provision as it applies to the delegation
of authority to affiliates, i.e., companies that the investment advisor
controls, is controlled by or under common control with, in the following ways:

1. The New Advisory Agreements clarify that a delegation must be approved
in advance by both the Independent Directors and the full Board of Directors
of the Fund, whereas the Current Advisory Agreements state that a delegation
must be approved by the Board of Directors and the shareholders of the
relevant Series, to the extent required by the 1940 Act;

2. The New Advisory Agreements clarify that DeAM, Inc. may, with the
prior approval of the Board of Directors and the Independent Directors,
adjust the duties of the delegate, the portion of any Series' assets being
managed by the delegate, and the fees that DeAM, Inc. shall pay to the
delegate; and

3. While both the Current Advisory Agreements and the New Advisory
Agreements require the investment advisor to supervise the activities of any
delegate, the New Advisory Agreements clarify that any delegation shall not
relieve DeAM, Inc. of any of its obligations under the New Advisory
Agreements.

Unlike the Current Advisory Agreements, the New Advisory Agreements make
explicit that DeAM, Inc. would be permitted to delegate certain advisory duties
to an affiliated sub-advisor. Currently, under limited circumstances, an
advisor may delegate duties to a sub-advisor without obtaining shareholder
approval at the time such delegation is made. Such circumstances include (a)
under Rule 2a-6 of the 1940 Act, where a proposed sub-advisor is under common
control with the advisor, and the

same persons involved in the management of the assets are employed at both the
advisor and the sub-advisor; and (b) pursuant to certain interpretations of the
staff of the Securities and Exchange Commission (the 'SEC'), where investment
responsibility is delegated by the advisor to other entities, or employees of
such entities, that are wholly owned subsidiaries of the advisor's parent
company. The New Advisory Agreements would also permit DeAM, Inc. to appoint
certain affiliates as sub-advisors, i.e., entities that DeAM, Inc. controls, is
controlled by, or is under common control with, under circumstances not
currently contemplated by Rule 2a-6 or the aforementioned staff
interpretations. However, DeAM, Inc. will not delegate to a sub-advisor unless
such delegation is then consistent with any amendments to the 1940 Act or the
rules and regulations thereunder or interpretations thereof.

Deutsche Asset Management anticipates that it will seek to utilize the
talents of its employees throughout the world and without regard to the
specific subsidiary of Deutsche Bank that employs such persons. Accordingly,
DeAM, Inc. believes that shareholders could benefit from an authorization
permitting DeAM, Inc. to delegate such functions to affiliated advisory
organizations.

Other provisions of the New Advisory Agreements are substantially similar to
the Current Advisory Agreements. Under the terms of the New Advisory
Agreements, DeAM, Inc. agrees to provide each Series with investment advisory
services, including the investment and reinvestment of the cash, securities or
other properties comprising the Series' assets. Subject to the supervision and
control of the Board of Directors, DeAM, Inc. agrees, in carrying out its
obligations, to conform to (a) all applicable provisions of the 1940 Act and
any rules and regulations adopted thereunder, (b) the provisions of the Fund's
registration statement, (c) the provisions of the Fund's Articles of
Incorporation and By-Laws, and (d) any other applicable provisions of state and
federal law.

Under the terms of each New Advisory Agreement, DeAM, Inc. agrees to (a)
supervise and manage all aspects of the Series' operations, except for
distribution services; (b) formulate and implement continuing programs for the
purchases and sales 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 for the Fund's
principal office; (e) obtain and evaluate pertinent information about
significant developments and certain other information, whether affecting the
economy generally or the Series; (f) determine which issuers and securities
will be represented in the portfolio and regularly report thereon to the Fund's
Board of Directors; (g) take all actions necessary to carry into effect the
Series' purchase and sale programs; (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 material, tax returns,
reports to the shareholders of the Series and reports to and filings with the
SEC and state Blue Sky authorities, which may be required for the Series.

The investment advisory fee rate proposed to be charged to each Series under
its New Advisory Agreement is the same as the investment advisory fee rate
charged to that Series under its Current Advisory Agreement. The advisory fee
rate paid by each Series under its Current Advisory Agreement and the advisory
fee paid by each Series for the most recent fiscal year are set forth in
Exhibit E to this Proxy Statement. The Advisor has contractually agreed to
waive its fee for the Treasury Series by 0.05%. Exhibit E also sets forth other
fees paid to ICCC and its affiliates during the last fiscal year of the Fund.

Generally. If approved, the New Advisory Agreements will remain in effect
for an initial term of two years (unless sooner terminated), and shall remain
in effect from year to year thereafter if approved annually (1) by the Board of
Directors or by the holders of a majority of the Series' outstanding voting
securities and (2) by a majority of the Independent Directors who are not
parties to such contract or agreement. Like the Current Advisory Agreements,
each New Advisory Agreement will terminate upon assignment by any party and is
terminable, without penalty, on 60 days' written notice by the Board of
Directors or by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Series or upon 60 days' written notice by DeAM,
Inc.

The services of DeAM, Inc. are not deemed to be exclusive and nothing in the
New Advisory Agreements prevents it or its affiliates from providing similar
services to other investment companies and their series, and other clients
(whether or not their investment objectives and policies are similar to those
of the Series) or from engaging in other activities. In addition, DeAM, Inc. is
obligated to pay those expenses specified in the New Advisory Agreements
associated with providing the services contemplated by the New Advisory
Agreements. The Fund bears certain other expenses including the fees of the
Fund's Board. The Fund also pays any extraordinary expenses incurred.

Under each New Advisory Agreement, DeAM, Inc. will exercise its best
judgment in rendering its advisory services. DeAM, Inc. will not be liable for
any error of judgment or mistake of law or for any loss suffered by the Series
in connection with the matters to which the New Advisory Agreement relate,
provided that nothing therein shall be deemed to protect or purport to protect
DeAM, Inc. against any liability to the Series or to its shareholders to which
DeAM, Inc. could otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in

the performance of its duties or by reason of DeAM, Inc.'s reckless disregard
of its obligations and duties under each New Advisory Agreement.

DeAM, Inc. will allocate and place all orders for portfolio transactions of
the Series' securities. When it can be done consistently with the policy of
obtaining the most favorable net results, DeAM, Inc. may place such orders with
brokers and dealers who provide market, statistical and other research
information to the Fund or DeAM, Inc. DeAM, Inc. is authorized, under certain
circumstances, when placing portfolio transactions for equity securities to pay
a brokerage commission (to the extent applicable) in excess of that which
another broker might charge for executing the same transaction on account of
the receipt of brokerage or research services. When it can be done consistently
with obtaining best execution, in selecting brokers and dealers with which to
place portfolio transactions for the Series, DeAM, Inc. may consider its
affiliates and also firms that sell shares of mutual funds advised by DeAM,
Inc. or its affiliates or recommend the purchase of such funds.

Management of the Fund

The Current Advisor. ICCC, located at One South Street, Baltimore, Maryland
21202, currently acts as the investment advisor to each Series. ICCC is
registered as an investment advisor with the SEC and serves as investment
advisor to 25 investment companies. As of March 31, 2002, ICCC had
approximately $9.6 billion of assets under management. ICCC is an indirect
wholly owned subsidiary of Deutsche Bank.

The Proposed New Advisor. DeAM, Inc., an indirect wholly owned subsidiary
of Deutsche Bank, is located at 280 Park Avenue, New York, New York 10017.
DeAM, Inc. is registered with the SEC as an investment advisor and provides a
full range of investment advisory services to institutional and retail clients.
DeAM, Inc. serves as investment advisor to 35 investment companies and
investment sub-advisor to 50 investment companies. See Exhibit F to this Proxy
Statement for a list of those investment companies that DeAM, Inc. advises or
sub-advises that have investment objectives similar to those of the Fund,
together with information regarding the asset size and the fees charged to
those companies. As of April 30, 2002, DeAM, Inc. had approximately $93.8
billion of assets under management.

The principal occupations of each director and principal executive officer
of DeAM, Inc. are set forth in Exhibit G to this Proxy Statement. The principal
business address of each director and principal executive officer as it relates
to his or her duties at DeAM, Inc. is 280 Park Avenue, New York, New York 10017.

Deutsche Bank. Deutsche Bank, Aktiengesellschaft, Taunusalage 12, D-60262,
Frankfurt am Main, Federal Republic of Germany, is an international commercial
and investment banking group and a leading integrated provider of financial
services to institutions and individuals throughout the world. It is organized

in Germany and is a publicly traded entity. Its shares trade on many exchanges
including the New York Stock Exchange and Xetra (German Stock Exchange). It is
engaged in a wide range of financial services, including investment management,
mutual funds, retail, private and commercial banking, investment banking and
insurance. Deutsche Bank has combined all of its investment management
businesses to form Deutsche Asset Management (the marketing name in the US for
the asset management activities of Deutsche Bank and its subsidiaries).

Directors and Officers. Biographical information about the Director
Nominees and the executive officers is provided under Proposal I in this Proxy
Statement. Certain other information about the Director Nominees is provided in
Exhibit H to this Proxy Statement.

Recommendation of the Board

At a meeting of the Board of Directors of the Fund held on March 26, 2002,
called for the purpose of, among other things, voting on approval of the New
Advisory Agreements, the Board, including the Independent Directors,
unanimously approved, subject to shareholder approval, the New Advisory
Agreements. In reaching this conclusion, the Board of Directors obtained such
information as they deemed reasonably necessary to approve DeAM, Inc. as
investment advisor to each Series. In approving the New Advisory Agreements,
the Independent Directors considered numerous factors, including, among other
things (i) the standards set forth in written materials previously provided to
the Independent Directors by their counsel and (ii) representations by Fund
management that the change to DeAM, Inc., an affiliate of ICCC, is a matter of
administrative convenience and that no material changes will result with
respect to the services currently provided to each Series.

Based on the factors discussed above, and others, the Board of Directors
determined that the New Advisory Agreements are fair and reasonable and in the
best interest of each Series and its shareholders. Based on all of the
foregoing, at the meeting on March 26, 2002, the Board of Directors, including
the Independent Directors of the Fund, voted unanimously to approve the New
Advisory Agreements and to recommend them to the shareholders of the respective
Series for their approval.

Required Vote

Approval of each New Advisory Agreement requires the affirmative vote of a
'majority of the outstanding voting securities' (as defined in the 1940 Act;
see 'Vote Required') of the relevant Series.

Therefore, after careful consideration, the Board of Directors, including
the Independent Directors, recommends that the shareholders of each Series vote
'FOR' the approval of the New Advisory Agreements as set forth in this Proposal.

If the New Advisory Agreements are approved by the shareholders, the
agreements are to be implemented within two years of the date of the Special
Meeting. If the New Advisory Agreement for a Series is not approved by the
shareholders, the Current Advisory Agreement for that Series will continue in
effect, subject to any requisite approval(s) of the Board of Directors or the
Series' respective shareholders, and the Board of Directors will consider what
other action is appropriate based upon the interests of the shareholders.

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Fund's financial statements for its most recent fiscal year were audited
by PricewaterhouseCoopers LLP ('PwC'), independent auditors. In addition, PwC
prepares the Fund's federal and state annual income tax returns and provides
certain non-audit services to the Fund. During the Board's most recent
consideration of the selection of auditors for the Fund, the Board considered
whether the provision of non-audit services to the Fund was compatible with
maintaining PwC's independence. The Board of Directors of the Fund has selected
PwC as the independent auditors for the Fund's fiscal year ending March 31,
2003. PwC has been the Fund's independent auditors since 1993. PwC has informed
the Fund that it has no material direct or indirect financial interest in the
Fund.

Representatives of PwC are not expected to be present at the Special Meeting
but have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.

Audit Fees. The aggregate fees billed by PwC for professional services
rendered for the audit of the Fund's annual financial statements for the most
recent fiscal year and the review of the financial statements included in the
Fund's reports to shareholders were $51,500.

Financial Information Systems Design and Implementation Fees. There were no
fees billed by PwC for the most recent fiscal year for professional services
rendered for financial information systems design and implementation services
provided to the Fund, ICCC or entities that control, are controlled by or are
under common control with ICCC that provide services to the Fund.

All Other Fees. There were $2,836,970 in fees billed by PwC for the most
recent fiscal year for other services provided to the Fund, ICCC and entities
that control, are controlled by or are under common control with ICCC that
provide services to the Fund.

OTHER INFORMATION

Portfolio Transactions

For the fiscal year ended March 31, 2002, the Fund did not pay any brokerage
commissions to affiliates of ICCC.

Principal Underwriter

The Fund's principal underwriter is ICC Distributors, Inc. They are located
at Two Portland Square, Portland, Maine 04104.

VOTE REQUIRED

Approval of Proposal I requires the affirmative vote of a plurality of all
votes cast at the Special Meeting (all Series voting collectively), provided
that a quorum is present. Approval of Proposal II requires the affirmative vote
of a 'majority of the outstanding voting securities' (as defined in the 1940
Act) of a Series. 'Majority of the outstanding voting securities' (as defined
in the 1940 Act) means (as of the Record Date) the lesser of (a) 67% or more of
the shares of the Series present at the special meeting, if the holders of more
than 50% of the outstanding shares of the Series are present in person or by
proxy, or (b) more than 50% of the outstanding shares of the Series. Because
abstentions and broker non-votes are treated as shares present but not voting,
any abstentions and broker non-votes will have the effect of votes against
Proposal II, which requires the approval of a specified percentage of the
outstanding voting securities of a Series.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE
SHAREHOLDERS VOTE 'FOR' APPROVAL OF PROPOSALS I AND II. ANY UNMARKED PROXIES
WILL BE SO VOTED.

The Board is not aware of any other matters that will come before the
Special Meeting. Should any other matter properly come before the Special
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote the Proxy in accordance with their judgment on such matters.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Fund does not hold regular shareholders' meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Fund at the address set forth on the cover of this Proxy Statement.

Proposals must be received at a reasonable time prior to the date of a
meeting of shareholders to be considered for inclusion in the materials for the
Fund's meeting. Timely submission of a proposal does not, however, necessarily
mean that such proposal will be included.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of the Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Director of the
Fund. Meetings of shareholders for any other purpose also shall be called by
the Board of Directors when requested in writing by shareholders holding at
least 10% of the shares then outstanding.

IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT GEORGESON
SHAREHOLDER COMMUNICATIONS AT 1-866-474-6829.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, OR FOLLOW
THE INSTRUCTIONS FOR VOTING BY TELEPHONE OR THROUGH THE
INTERNET ON THE ENCLOSED PROXY.

By Order of the Board of Directors,

/s/ Daniel O. Hirsch

Daniel O. Hirsch, Assistant Secretary

June 10, 2002

THE BOARD OF DIRECTORS OF THE FUND HOPES THAT SHAREHOLDERS WILL ATTEND THE
SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN EACH ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE (OR FOLLOW THE INSTRUCTIONS FOR VOTING BY
TELEPHONE OR THROUGH THE INTERNET ON THE ENCLOSED PROXY).

Exhibit A

- -----------------------------------------------------------------------------------
SHARES OUTSTANDING AS OF RECORD DATE
- -----------------------------------------------------------------------------------
Number of Shares
Fund Outstanding
- -----------------------------------------------------------------------------------
Prime Series
Deutsche Bank Alex. Brown Cash Reserve Prime Shares 4,063,747,683.880
- -----------------------------------------------------------------------------------
Deutsche Bank Alex. Brown Cash Reserve Prime Institutional Shares 716,428,795.970
- -----------------------------------------------------------------------------------
Class A Shares 16,868,496.407
- -----------------------------------------------------------------------------------
Class B Shares 11,555,723.707
- -----------------------------------------------------------------------------------
Class C Shares 574,832.480
- -----------------------------------------------------------------------------------
Quality Cash Reserve Shares 39,296,249.140
- -----------------------------------------------------------------------------------

Treasury Series
Deutsche Bank Alex. Brown Cash Reserve Treasury Shares 745,623,967.090
- -----------------------------------------------------------------------------------
Deutsche Bank Alex. Brown Cash Reserve Treasury Institutional
Shares 163,787,551.840
- -----------------------------------------------------------------------------------

Tax-Free Series
Deutsche Bank Alex. Brown Cash Reserve Tax-Free Shares 876,233,057.630
- -----------------------------------------------------------------------------------
Deutsche Bank Alex. Brown Cash Reserve Tax-Free Institutional
Shares 214,820,844.860

A-1

Exhibit B

5% Shareholders*

DEUTSCHE BANK ALEX. BROWN
CASH RESERVE FUND, INC.-- Class A Shares Class C Shares
PRIME SERIES ----------------------- ---------------------
Percent
Ownership Percent
Shares of Shares Ownership
Name and Address of Beneficially Outstanding Beneficially of
Beneficial Owner Owned Shares Owned Shares

-----------------------------------------------------------------------------
Salomon Smith Barney Inc. 1,352,763.24 8.09%
00131513162
333 West 34th St., 3rd Floor
New York, NY 10001-2483
-----------------------------------------------------------------------------
Salomon Smith Barney Inc. 1,144,645.82 6.85%
00131513163
333 West 34th St., 3rd Floor
New York, NY 10001-2483
-----------------------------------------------------------------------------
Salomon Smith Barney Inc. 52,740.67 9.83%
00163083119
333 West 34th St., 3rd Floor
New York, NY 10001-2483
-----------------------------------------------------------------------------
RBC Dain Rauscher, Richard J. 42,905.73 7.99%
Kirkbride, Raelene Kirkbride
JT TEN/WROS
2139 Bermuda Dunes Place
Oxnard, CA 93030-2789
-----------------------------------------------------------------------------
Salomon Smith Barney Inc. 34,706.25 6.47%
00171302809
333 West 34th St., 3rd Floor
New York, NY 10001-2483
-----------------------------------------------------------------------------
Donaldson Lufkin Jenrette 33,525.45 6.25%
Securities Inc.
PO Box 2052
Jersey City, NJ 07303-2052
-----------------------------------------------------------------------------
Dean Witter Reynolds Cust for 31,916.36 5.95%
Rodney Joe Thatcher
PO Box 250
New York, NY 10008-0250
-----------------------------------------------------------------------------
Deutsche Bank Securities Inc. 30,097.54 5.61%
FBO 246-83037-10
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------
Salomon Smith Barney Inc. 26,921.81 5.02%
00185464492
333 West 34th St., 3rd Floor
New York, NY 10001-2483
-----------------------------------------------------------------------------

- --------
* The Directors, the Director Nominees, the executive officers of the Fund and
the Directors and executive officers as a group own less than 1% of each
class' outstanding shares.

B-1

5% Shareholders*

DEUTSCHE BANK ALEX. BROWN Cash Reserve Prime Quality Cash Reserve
CASH RESERVE FUND, INC.-- Institutional Shares Prime Shares
PRIME SERIES ------------------------- ------------------------
Percent Percent
Ownership Ownership
Shares of Shares of
Name and Address of Beneficially Outstanding Beneficially Outstanding
Beneficial Owner Owned Shares Owned Shares

------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 3,278,178.34 7.48%
A/C 0074855106
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 4,158,130.71 9.49%
A/C 0081930226
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 17,058,940.41 38.92%
A/C 0074855447
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 3,491,956.64 7.97%
A/C 0081930227
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 143,797,330.75 20.15%
A/C 00065010788
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------
Alex. Brown & Sons Inc. 42,677,059.16 5.98%
A/C 00022213028
PO Box 1346
Baltimore, MD 21203-1346
------------------------------------------------------------------------------

- --------
* The Directors, the Director Nominees, the executive officers of the Fund and
the Directors and executive officers as a group own less than 1% of each
class' outstanding shares.

B-2

5% Shareholders*

DEUTSCHE BANK ALEX. BROWN Cash Reserve Cash Reserve Treasury
CASH RESERVE FUND, INC.-- Treasury Shares Institutional Shares
TREASURY SERIES ------------------------ ------------------------

Percent Percent
Ownership Ownership
Shares of Shares of
Name and Address of Beneficially Outstanding Beneficially Outstanding
Beneficial Owner Owned Shares Owned Shares
-----------------------------------------------------------------------------
Alex. Brown & Sons Inc. 43,265,221.88 5.84%
A/C 0020702789
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------
Alex. Brown & Sons Inc. 42,857,452.89 26.69%
A/C 00065010788
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------
Alex. Brown & Sons Inc. 11,489,436.53 7.16%
A/C 00020102538
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------
Alex. Brown & Sons Inc. 17,994,540.81 11.21%
A/C 0020170186
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------
Alex. Brown & Sons Inc. 11,215,573.52 6.99%
A/C 0020195048
PO Box 1346
Baltimore, MD 21203-1346
-----------------------------------------------------------------------------

- --------
* The Directors, the Director Nominees, the executive officers of the Fund and
the Directors and executive officers as a group own less than 1% of each
class' outstanding shares.

B-3

5% Shareholders*

DEUTSCHE BANK ALEX. BROWN Cash Reserve Tax-Free
CASH RESERVE FUND, INC.-- Institutional Shares
TAX-FREE SERIES ------------------------
Percent
Ownership
Shares of
Name and Address of Beneficially Outstanding
Beneficial Owner Owned Shares
------------------------- ------------- -----------

Alex. Brown & Sons Inc. 74,178,309.78 40.88%
A/C 00065010788
PO Box 1346
Baltimore, MD 21203-1346
---------------------------------------------------
Alex. Brown & Sons Inc. 9,720,784.80 5.36%
A/C 00022809439
PO Box 1346
Baltimore, MD 21203-1346
---------------------------------------------------

- --------
* The Directors, the Director Nominees, the executive officers of the Fund and
the Directors and executive officers as a group own less than 1% of each
class' outstanding shares.

B-4

Exhibit C

Date Last Approved By Fund's
---------------------- ------------------ -----------------------------------
Date of Current
Series (Fiscal Year) Advisory Agreement Directors Shareholders
---------------------- ------------------ ------------------ ---------------

Prime Series (3/31) June 4, 1999 September 25, 2001 October 7, 1999*
---------------------- ------------------ ------------------ ---------------
Treasury Series (3/31) June 4, 1999 September 25, 2001 October 7, 1999*
---------------------- ------------------ ------------------ ---------------
Tax-Free Series (3/31) June 4, 1999 September 25, 2001 October 7, 1999*

- --------
* Submitted for shareholder vote because the merger on June 4, 1999 between
Bankers Trust Corporation, the indirect parent of Investment Company Capital
Corp. at that time, and a US subsidiary of Deutsche Bank AG may have
arguably resulted in an assignment, and, therefore, termination of the
investment advisory agreements.

C-1

Exhibit D

DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND, INC.

FORM OF INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made as of the ____ day of __________, 200_ by and between
DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND, INC., a Maryland corporation (the
'Fund'), and DEUTSCHE ASSET MANAGEMENT, INC., a Delaware 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 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
__________ Series (the '__________ 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 ______ Series. The Advisor shall manage
the __________ Series' affairs and shall supervise all aspects of the
__________ Series' operations (except as otherwise set forth herein), including
the investment and reinvestment of the cash, securities or other properties
comprising the __________ Series' assets, subject at all times to the policies
and control of the Fund's Board of

D-1

Directors. The Advisor shall give the __________ Series the benefit of its
best judgment, efforts and facilities in rendering its services as Advisor.

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 __________ Series' operations;

(b) formulate and implement continuing programs for the purchases and
sales 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, 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 __________
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 its __________ 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 material, tax returns, reports to the
shareholders of the __________ 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 __________ Series.

D-2

3. Broker-Dealer Relationship. In the event that the Advisor is
responsible for decisions to buy and sell securities for the __________ 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 __________ 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, 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
__________ 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 __________ Series. The Advisor is further authorized to allocate
the orders placed by it on behalf of the __________ 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 ________ 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;

D-3

(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 ________ 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 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 __________ Series, including, without limitation, the __________
Series' allocable portion of the following expenses: payments to the Fund's
distributor under the __________ 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)

D-4

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 Advisory Services.

(a) Subject to the prior approval of the members of the Fund's Board of
Directors, including a majority of the Directors who are not 'interested
persons,' as defined in the 1940 Act, and shareholders of the __________
Series, the Advisor may delegate to an unaffiliated sub-advisor certain of
its duties enumerated in Section 2 hereof provided that the Advisor shall
continue to supervise the activities 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 prior approval of a majority of the members of the
Fund's Board of Directors, including a majority of the Directors who are not
'interested persons,' as defined in the 1940 Act, the Advisor may, through a
sub-advisory agreement or other arrangement, delegate to any other company
that the Advisor controls, is controlled by, or is under common control
with, or to specified employees of any such companies, or to more than one
such company, to the extent permitted by applicable law, certain of the
Advisor's duties enumerated in Section 2 hereof, and may adjust the duties
of such entity, the portion of portfolio assets of the Series that such
entity shall manage and the fees to be paid to such entity, subject to the
prior approval of the members of the Fund's Board of Directors who are not
'interested persons,' as defined in the 1940 Act; provided, that the Advisor
shall continue to supervise the services provided by such company or
employees and any such delegation shall not relieve the Advisor of any of
its obligations hereunder.

(c) The Advisor may, but shall not be under any duty to, perform services
on behalf of the __________ 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 __________ 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 __________ Series nor obligate the Advisor to pay or
assume any similar __________ Series' expenses on any subsequent occasions.

8. Compensation. SEE EXHIBIT E

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

D-5

monthly. If this Agreement becomes effective subsequent to the first day of a
month or shall terminate 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 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 __________ 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 __________ 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 will 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

D-6

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
for this purpose shall be One South Street, Baltimore, Maryland 21202 and the
address of the Advisor for this purpose shall be 280 Park Avenue, New York, New
York 10017.

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. Otherwise the provisions of this Agreement
shall be interpreted in accordance with the laws of Maryland.

D-7

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 BANK ALEX. BROWN CASH RESERVE
FUND, INC.

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

Name: ------------------ Name: --------------------

Title: --------------------

[SEAL] DEUTSCHE ASSET MANAGEMENT, INC.

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

Name: ------------------ Name: --------------------

Title: --------------------

D-8

Exhibit E

ADVISORY FEES

I. Rates of Compensation under the Current Advisory Agreements

The Prime Series shall pay to the Advisor monthly compensation at an annual
rate derived by: (1) calculating an amount equal to 0.30% of the first $500
million of the Fund's aggregate average daily net assets, 0.26% of the next
$500 million of the Fund's aggregate average daily net assets, 0.25% of the
next $500 million of the Fund's aggregate average daily net assets, 0.24% of
the next $1 billion of the Fund's aggregate average daily net assets, 0.23% of
the next $1 billion of the Fund's aggregate average daily net assets and 0.22%
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 0.02% of the
Prime Series' average daily net assets.

The Treasury Series* shall pay to the Advisor monthly compensation at an
annual rate derived by: (1) calculating an amount equal to 0.30% of the first
$500 million of the Fund's aggregate average daily net assets, 0.26% of the
next $500 million of the Fund's aggregate average daily net assets, 0.25% of
the next $500 million of the Fund's aggregate average daily net assets, 0.24%
of the next $1 billion of the Fund's aggregate average daily net assets, 0.23%
of the next $1 billion of the Fund's aggregate average daily net assets and
0.22% 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.

The Tax-Free Series shall pay to the Advisor monthly compensation at an
annual rate derived by: (1) calculating an amount equal to 0.30% of the first
$500 million of the Fund's aggregate average daily net assets, 0.26% of the
next $500 million of the Fund's aggregate average daily net assets, 0.25% of
the next $500 million of the Fund's aggregate average daily net assets, 0.24%
of the next $1 billion of the Fund's aggregate average daily net assets, 0.23%
of the next $1 billion of the Fund's aggregate average daily net assets and
0.22% 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 0.03%
of the Tax-Free Series' average daily net assets.

- --------
* The Advisor has contractually agreed to waive its fee for the Treasury
Series by 0.05%. This agreement will continue until July 31, 2002 and may be
extended.

E-1

II. Aggregate Advisory Fees

For providing investment advisory services to the Series for the Fund's
fiscal year ended March 31, 2002, ICCC was paid the following amounts:

--------------------------------------------------
Fee Before Fee Fee After
Series Waivers Waivers Waivers
--------------------------------------------------

Prime Series $14,871,017 $ 0 $14,871,017
--------------------------------------------------
Treasury Series $ 2,292,981 $(492,531) $ 1,800,450
--------------------------------------------------
Tax-Free Series $ 3,887,587 $ 0 $ 3,887,587
--------------------------------------------------

III. Transfer Agency, Accounting and Custody Fees

For its transfer agency and accounting services, ICCC was paid the following
amounts for the Fund's fiscal year ended March 31, 2002:

-------------------------------------
Transfer Accounting
Agency Service
Series Fees Fees
-------------------------------------

Prime Series $4,209,655 $188,906
-------------------------------------
Treasury Series $ 416,526 $138,379
-------------------------------------
Tax-Free Series $ 323,242 $144,794
-------------------------------------

Deutsche Bank Trust, an affiliate of ICCC, was paid the following amounts
for providing custody services for the Fund's fiscal year ended March 31, 2002:

------------------------
Custody
Series Fees
------------------------

Prime Series $318,718
------------------------
Treasury Series $ 77,185
------------------------
Tax-Free Series $ 74,365
------------------------

It is expected that these services will continue to be provided to the Fund
by an affiliate of the Advisor after the New Advisory Agreements are approved.

E-2

Exhibit F

Investment Companies Advised or Sub-Advised by DeAM, Inc.

Investment companies with investment objectives similar to those of the
Fund/1/.

Total Assets as of Contractual
Funds with Similar Investment Objectives March 31, 2002 Advisory Fees
---------------------------------------- ------------------ -------------

Cash Reserve Prime Series $ 5,129,475,214.45 0.25%/2/
Cash Management Portfolio $ 8,864,978,784.10 0.15%/3/
Cash Management Investment $ 172,157,192.00 --/3/
Money Market Investment $ 467,978,717.10 --/3/
Cash Management Institutional $ 4,106,682,789.00 --/3/
Cash Reserves Institutional $ 4,118,160,086.00 --/3/
ProFunds Money Market $ 329,855,632.21 --/3/
Daily Assets Institutional $13,769,592,056.02 0.10%
Liquid Assets Portfolio $ 3,462,320,142.66 0.15%/4/
Liquid Assets Institutional $ 3,462,320,142.66 --/4/

Cash Reserve Tax-Free Series $ 1,174,749,757.50 0.26%/2/
Short-Term Municipal Bond $ 211,593,257.43 0.40%
NY Tax Free Money Investment $ 113,782,609.80 0.15%
Tax Free Money Investment $ 187,131,450.40 0.15%

Cash Reserve Treasury Series $ 945,570,261.80 0.23%/2/
Treasury Money Portfolio $ 848,057,212.70 0.15%/5/
Treasury Money Institutional $ 560,519,570.00 --/5/
Treasury Money Investment $ 287,537,642.70 --/5/
Treasury and Agency Institutional $ 680,036,526.74 0.15%

- --------
/1 /There may be additional funds and/or portfolios that are advised and/or
sub-advised by DeAM, Inc. with similar investment objectives to the Fund
that are not listed below. These funds are scheduled to close on or about
August 17, 2002.
/2 /For the Fund's advisory fee schedule, please see Exhibit E.
/3 /Cash Management Portfolio is the master portfolio. Cash Management
Investment, Money Market Investment, Cash Management Institutional, Cash
Reserves Institutional and ProFunds Money Market are feeder funds to Cash
Management Portfolio. The advisory fee is paid by the master portfolio
under the Advisory Agreement and allocated to the feeder funds
proportionately based upon the feeder fund's interest in the master
portfolio.
/4 /Liquid Assets Portfolio is the master portfolio. Liquid Assets
Institutional is the only feeder fund to the Liquid Assets Portfolio. The
advisory fee is paid by the master portfolio under the Advisory Agreement
and allocated to the feeder fund.
/5 /Treasury Money Portfolio is the master portfolio. Treasury Money
Institutional and Treasury Money Investment are feeder funds to the
Treasury Money Portfolio. The advisory fee is paid by the master portfolio
under the Advisory Agreement and allocated to the feeder funds
proportionately based upon the feeder fund's interest in the master
portfolio.

F-1

Exhibit G

Principal occupations of each director
and principal executive officer of DeAM, Inc.

The names and principal occupations of the current directors and executive
officers of DeAM, Inc. are set forth below. The business address of each person
is 280 Park Avenue, New York, New York 10017.

Name Principal Occupation
-------------------------------------------------------
Dean Sherman Barr President and Chief
Investment Officer
-------------------------------------------------------
Audrey Theresa Jones Director and Executive
Vice President
-------------------------------------------------------
William George Butterly Secretary and Executive
Vice President
-------------------------------------------------------
Mary Anne Mullin Compliance Officer
-------------------------------------------------------
Gwyn Morgan Thomas Director and Vice
President
-------------------------------------------------------
Lori Callahan Director and
Chief Administrative Officer

G-1

Exhibit H

- --------------------------------------------------------------------------------
Aggregate Dollar Range of
Ownership as of May 31,
2002 in all Funds
Overseen or to be
Overseen by Director or
Dollar Range of Director Nominee in the
Beneficial Ownership in Family of Investment
Director the Fund/1 / Companies
- --------------------------------------------------------------------------------

Independent Director
Nominees
Richard R. Burt* None Over $100,000
- --------------------------------------------------------------------------------
S. Leland Dill None Over $100,000
- --------------------------------------------------------------------------------
Martin J. Gruber None $10,001-$50,000
- --------------------------------------------------------------------------------
Joseph R. Hardiman* Over $100,000 Over $100,000
- --------------------------------------------------------------------------------
Richard J. Herring None Over $100,000
- --------------------------------------------------------------------------------
Graham E. Jones None Over $100,000
- --------------------------------------------------------------------------------
Rebecca W. Rimel* None Over $100,000
- --------------------------------------------------------------------------------
Philip Saunders, Jr. None $50,001-100,000
- --------------------------------------------------------------------------------
William N. Searcy None $10,001-$50,000
- --------------------------------------------------------------------------------
Robert H. Wadsworth* $50,001-$100,000 Over $100,000
- --------------------------------------------------------------------------------
Interested Director
Nominee
Richard T. Hale $50,001-$100,000 Over $100,000

___________
* The amount shown includes share equivalents of funds which the board member
is deemed to be invested pursuant to the Fund's deferred compensation plan.
The inclusion therein of any shares deemed beneficially owned does not
constitute an admission of beneficial ownership of the shares.
/1/ Securities beneficially owned as defined under the Securities Exchange Act
of 1934 (the '1934 Act') include direct and/or indirect ownership of
securities where the director's economic interest is tied to the
securities, employment ownership and securities when the director can
exert voting power and when the director has authority to sell the
securities. The dollar ranges are: None, $1-$10,000, $10,001-$50,000,
$50,001-$100,000, over $100,000.

H-1

For more information please call your Fund's information agent,
Georgeson Shareholder Communications at 866-474-6829.

FLAG Cash Rsv #14

Deutsche Asset Management [/] Vote by Touch-Tone Phone, by Mail or via the Internet!
A Member of the Deutsche Bank Group CALL: To vote by phone call toll-free 1-888-221-0697 and
use the control number on the front of your proxy
DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND, INC. card.
PRIME SERIES INTERNET: Vote on the Internet at www.proxyweb.com and use the
TREASURY SERIES control number on the front of your proxy card.
TAX-FREE SERIES MAIL: Return the signed proxy card in the enclosed
P.O. BOX 9132, HINGHAM, MA 02043-9132 envelope.
Do not return your proxy card if you vote by phone or Internet.

*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
DEUTSCHE BANK ALEX. BROWN CASH RESERVE FUND, INC. To Be Held July 30, 2002 at 1:30 pm, Eastern time

The undersigned hereby appoints Bruce A. Rosenblum, Tammie Lee and Savonne L. Ferguson and each of them, with the full power of
substitution, as proxies of the undersigned to vote all shares of stock that the undersigned is entitled in any capacity to vote at
the above-stated special meeting, and at all adjournments or postponements thereof (the 'Special Meeting'), on the matters set forth
on this Proxy Card, and, in their discretion, upon all matters incident to the conduct of the Special Meeting and upon such other
matters as may properly be brought before the Special Meeting. This proxy revokes all prior proxies given by the undersigned.

All properly executed proxies will be voted as directed. If no instructions are indicated on a properly executed proxy, the proxy
will be voted FOR approval of Proposals I and II. All ABSTAIN votes will be counted in determining the existence of a quorum at the
Special Meeting and, for Proposal II, will have the effect of votes AGAINST the Proposal.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WITH RESPECT TO YOUR FUND. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
---
PROPOSALS I AND II.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated: ________________________

---------------------------------------------------------------
| |
| |
---------------------------------------------------------------
Signature(s) (Title(s), if applicable)
Joint owners should each sign. Please sign exactly as your name
or names appear on this card. When signing as an attorney,
executor, administrator, trustee, guardian or corporate
officer, please give your full title as such.

FLAG Cash Rsv #14
Please fill in box(es) as shown using black or blue ink or number 2 pencil. |X|
PLEASE DO NOT USE FINE POINT PENS.

The Special Meeting is being held to consider and vote on the following matters for the Fund, as indicated below and more fully
described under the corresponding Proposals in the Proxy Statement, and such other matters as may properly come before the Special
Meeting or any adjournments thereof:
FOR WITHHOLD FOR ALL
PROPOSAL I: (All Series together) To elect eleven Directors of the Fund to hold ALL ALL EXCEPT
- ----------- office until their respective successors have been duly elected and
qualified or until their earlier resignation or removal, whose terms will |_| |_| |_|
be effective on the date of the Special Meeting or, in the event of an
adjournment or adjournments of the Special Meeting, such later date as
shareholder approval is obtained.

(01) Richard R. Burt (05) Joseph R. Hardiman (09) Philip Saunders, Jr.
(02) S. Leland Dill (06) Richard J. Herring (10) William N. Searcy
(03) Martin J. Gruber (07) Graham E. Jones (11) Robert H. Wadsworth
(04) Richard T. Hale (08) Rebecca W. Rimel

To withhold authority to vote, mark 'For All Except' and write the nominees number on the line below.

________________________________________________________________________________

PROPOSAL II: (Each Series separately) To approve a new investment advisory agreement (a FOR AGAINST ABSTAIN
- ------------ 'New Advisory Agreement') between the Fund, on behalf of each Series, and
Deutsche Asset Management, Inc. ('DeAM, Inc.') to be implemented within |_| |_| |_|
two years of the date of the Special Meeting upon approval of the members
of the Fund's Board of Directors who are not 'interested persons' (as
defined in the Investment Company Act of 1940, as amended).