Exhibit        (h)(1)

**AMENDED**

**ADMINISTRATIVE SERVICES AGREEMENT**

 

AGREEMENT, dated as of June 1, 2006 and revised as of October 1, 2007, among        Cash Reserve Fund, Inc., a Maryland corporation (the “Corporation”), on its own        behalf and on behalf of each of the Funds listed on Schedule I to this Agreement (each a        “Fund” and together, the “Funds”), and Deutsche Investment        Management Americas Inc., a Delaware corporation (the “Administrator”),        effective with respect to each Fund as of the date set out with respect to such Fund on        Schedule I to this Agreement, as may be amended from time to time.

WHEREAS, the Corporation is engaged in business as an open-end investment        company registered under the Investment Company Act of 1940, as amended (the        “Investment Company Act”); and

WHEREAS, the Corporation desires to retain the Administrator and its        permitted designees to provide certain administrative and fund accounting (the        “Services”) to the Corporation and the Funds on the terms set out in this        Agreement, and the Administrator and its designees are willing to provide the Services to        the Corporation and each Fund on the terms set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained        in this Agreement, the Corporation, each Fund, and the Administrator agree as        follows:

|   | 1. | *Appointment and                        Services*. |
|--------|----|----------------------------------------------------|

(a)       The Corporation appoints the        Administrator to provide the administrative services set out in Appendix A to this        Agreement (the “Administrative Services”) for the benefit of the Corporation        and the Funds. The Administrator accepts its appointment and agrees to provide the        Administrative Services for the compensation set out in this Agreement.

(b)       The Corporation appoints the        Administrator to provide the fund accounting services set out in Appendix B to this        Agreement (the “Fund Accounting Services”) for the benefit of the Corporation        and the Funds. The Administrator accepts its appointment and agrees to provide the Fund        Accounting Services for the compensation set out in this Agreement.

         

|   | 2. | *Fees*. |
|--------|----|---------|

(a)       For all Administrative Services        and Fund Accounting Services provided under this Agreement, the Administrator will be        compensated as set out on Appendix C.

(b)       The Administrator may from time to time        agree not to impose all or a portion of its fee otherwise payable under this Agreement        and/or undertake to pay or reimburse the Corporation for all or a portion of its expenses        not otherwise required to be paid by or reimbursed by the Administrator. Unless otherwise        agreed, any fee reduction or undertaking may be discontinued or modified by the        Administrator at any time. For the month and year in which this Agreement        becomes effective or terminates, there will be an appropriate pro ration of any fee based        on the number of days that the Agreement is in effect during such month and year,        respectively.

(c)       The Administrator will not        be required to pay expenses of any activity which is primarily intended to result in the        sale of shares of a Fund if and to the extent that (i) such expenses are required to be        borne by a principal underwriter which acts as the distributor of a Fund’s shares        pursuant to an underwriting agreement which provides that the underwriter shall assume some        or all of such expenses, or (ii) the Corporation on behalf of a Fund will have adopted a        plan in conformity with Rule 12b-1 under the Investment Company Act providing that a Fund        (or some other party) will assume some or all of such expenses. The payment of any fees        pursuant to a Plan, for each class, is subject to and contingent upon, the continued        effectiveness of a duly adopted Plan authorizing the payment for such class.

|   | 3. | *Expenses*. |
|--------|----|-------------|

(a)       Except as otherwise provided in        this Agreement, the Administrator will pay all costs it incurs in connection with the        performance of its duties under this Agreement. The Administrator will pay the compensation        and expenses of all of its personnel and will make available, without expense to the        Corporation, the services of its officers and employees as may duly be elected officers or        Directors of the Corporation, subject to their individual consent to serve and to any        limitations imposed by law.

(b)       The Administrator will not be        required to pay any expenses of the Corporation other than those specifically allocated to        the Administrator in this Agreement. In particular, but without limiting the generality of        the previous sentence, the Administrator will not be required to pay the following        Corporation expenses: (i) organization expenses of a Fund (including out-of-pocket        expenses, but not including the Administrator’s overhead or employee costs); (ii)        fees payable to the Adviser and to any other advisors or consultants of a Fund; (iii)        except as otherwise agreed with the Board of Directors, fees and expenses incurred by the        Corporation in connection with membership in investment company organizations; (iv) payment        for portfolio pricing or valuation services to pricing agents, accountants, bankers and        other specialists, if any; (v) outside legal, accounting or auditing expenses; (vi)        interest, insurance premiums, taxes or governmental fees; (vii) litigation and        indemnification expenses and other extraordinary expenses not incurred in the ordinary        course of the Corporation’s business; (viii) the expenses of and fees for registering        or qualifying shares of the Corporation for sale and of maintaining the registration of the        Corporation and registering the Corporation as a broker or a dealer, if applicable; (ix)        the compensation and all expenses (specifically including travel expenses relating to        Corporation business) of Directors, officers and employees of the Corporation who are not        affiliated persons of the Administrator; (x) expenses of printing, preparing, edgarizing,        mailing and filing Prospectuses (each a “Prospectus”) and Statements of        Additional Information (each, an “SAI”) of a Fund, any supplements thereto, and        any other regulatory filings for the Corporation or a Fund; (xi) any direct charges to        shareholders approved by the Board of Directors; (xii) costs of shareholders’ and        other meetings; (xiii) costs in connection with the tabulation of proxies;(xiv) costs incurred in connection with registering with the Public Company        Accounting Oversight Board; (xv) transfer agency and custodian expenses; and (xvi)        record-keeping and record retrieval costs associated with compliance under the Investment        Company Act.

|   | 4. | *Delegation*. |
|--------|----|---------------|

(a)       The Administrator, upon prior        notice to the Corporation and in compliance with applicable law, may delegate any of the        Services, or adjust any prior delegation, to any other Person or Persons that the        Administrator controls, is controlled by, or is under common control with, or to specified        employees of any such Persons, to the extent permitted by applicable law.

(b)       Subject to prior approval of a        majority of the members of a Fund’s Board of Directors, including a majority of the        Directors who are not “interested persons,” and, to the extent required by        applicable law, by the shareholders of a Fund, the Administrator, upon prior consent of the        Corporation and in compliance with applicable law, may delegate or outsource any of the        Services, or adjust any prior delegation or outsourcing, to any other Person or Persons        unaffiliated with the Administrator or to specified employees of any such Persons, to the        extent permitted by applicable law.

(c)       Notwithstanding any delegation        under clauses (a) or (b) of this Section 4, the Administrator will continue to supervise        the Services provided by such Persons or employees and any delegation will not relieve the        Administrator of any of its obligations under this Agreement.

|   | 5. | *Indemnification*. |
|--------|----|--------------------|

(a)       The Administrator will exercise        reasonable care and diligence in the performance of its duties under this        Agreement.

(b)       As an inducement to the        Administrator undertaking to provide services to Corporation and each Fund pursuant to this        Agreement, the Corporation and each Fund agrees that the Administrator will not be liable        under this Agreement for any error of judgment or mistake of law or for any loss suffered        by the Corporation or a Fund in connection with the matters to which this Agreement        relates, provided that nothing in this Agreement will be deemed to protect or purport to        protect the Administrator against any liability to the Corporation, a Fund or its        shareholders to which the Administrator would otherwise be subject by reason of willful        misfeasance, bad faith or negligence in the performance of its duties, or by reason of its        reckless disregard of its obligations and duties under this Agreement.

(c)       At any time the Administrator        may apply to any officer of a Fund for instructions, and may consult with legal counsel for        a Fund, at the expense of the Fund, with respect to any matter arising in connection with        this Agreement; and it will not be liable for any action taken or omitted by it in good        faith in reliance upon such instructions or upon the advice of such counsel. The        Administrator is authorized to act on the orders, directions or instructions of such        persons as the Board of Directors from time to timedesignates by        resolution. The Administrator will be protected in acting upon any paper or document,        including any orders, directions or instructions, reasonably believed by it to be genuine        and to have been signed by the proper person or persons; and the Administrator will not be        held to have notice of any change of authority of any person so authorized by a Fund until        receipt of written notice from the Fund.

(d)       In carrying out the Fund        Accounting Services under this Agreement the Administrator will be entitled to receive, and        may rely upon, information furnished it by means of Proper Instructions (as defined below),        including but not limited to: (i) the manner and amount of accrual of expenses to be        recorded on the books of each Fund; (ii) the source of quotations to be used for securities        as may not be available through the Administrator's normal pricing services; (iii) the        value to be assigned to any asset for which no price quotations are readily available; (iv)        if applicable, the manner of computation of the public offering price and other        computations as may be necessary; (v) transactions in portfolio securities; (vi)        transactions in capital shares; and (vii) information received from any third party        transfer agent of a Fund.

"Proper Instructions" means any certificate, letter or other instrument or        telephone call reasonably believed by the Administrator to be genuine and to have been        properly made or signed by any authorized officer of a Fund or person reasonably believed        by the Administrator as being authorized by the Board of Directors of a Fund. Proper        Instructions may include communications effected directly between electro-mechanical or        electronic devices as from time to time agreed to by an authorized officer of a Fund and        the Administrator.

|   | 6. | *Term and                        Termination*. |
|--------|----|------------------------------------------------|

(a)       This Agreement will remain in        force until September 30, 2006 and continue in force from year to year thereafter, but only        so long as such continuance is specifically approved at least annually by the vote of a        majority of the Directors who are not parties to this Agreement or “interested        persons” of any party to this Agreement.

(b)       This Agreement will        automatically terminate in the event of its assignment. Either party to this Agreement may        terminate this Agreement or any Service under this Agreement without penalty by an        instrument in writing delivered or mailed to the other party. A Fund may effect a        termination under this Agreement by a vote of (i) a majority of the Directors of the Fund        who are not interested persons of the Fund and who have no direct or indirect financial        interest in the operation of this Agreement or in any other agreement related to this        Agreement or (ii) a majority of the outstanding voting securities of the Fund. Any        termination under this Section will take effect not sooner than sixty (60) days after the        date of delivery or mailing of such notice of termination, unless a Fund terminates this        Agreement or Service under this Agreement due to a material failure of the Administrator to        fulfill its obligations under this Agreement or with respect to the Service, in which case        the termination will take effect immediately. Upon termination, the Administrator (or any        designee of the Administrator) will turn over to the Corporation or its designee, and cease        to be obligated to retain in the Administrator’s files, any and all records        pertaining to the terminated Services under this Agreement; provided, however, the        Administrator (or its designee) in its discretion maymake and retain        copies of any and all such records and documents that it determines appropriate or for its        protection.

7.         *Amendment.*This Agreement, including any        Schedule or Appendix to this Agreement, may be amended at any time by mutual agreement of        the parties.

8.         *Services Not Exclusive*. The Administrator's        services pursuant to this Agreement are not exclusive, and it is understood that the        Administrator may perform similar services for other Persons. In acting under this        Agreement, the Administrator will be an independent contractor and not an agent of the        Corporation or the Funds. The Administrator and its affiliates, by separate agreement with        the Corporation or a Fund, may also serve the Corporation or a Fund in other        capacities.

9.         *Other Interests.*It is understood that the        Directors and officers of the Corporation and the shareholders of the Funds are or may be        or become interested in the Administrator or its affiliates as directors, officers,        employees, shareholders or otherwise and that directors, officers, employees and        shareholders of the Administrator and its affiliates are or may be or become similarly        interested in the Funds, and that the Administrator and its affiliates may be or become        interested in the Funds as shareholder or otherwise. It is also understood that directors,        officers, employees and shareholders of the Administrator and its affiliates may be or        become interested (as directors, officers, employees, shareholders or otherwise) in other        companies or entities (including but not limited to, other investment companies)        controlling, controlled by or under common control with the Administrator, its affiliates        or subsidiaries or which the Administrator, its affiliates or subsidiaries may in the        future organize, sponsor or acquire, or with which they may merge or        consolidate.

10.       *Limited        Recourse*.      With respect to any        claim by the Administrator for recovery of that portion of any fees or reimbursable        expenses (or any other liability of a Fund arising under this Agreement) related to a        particular series and class of a Fund, whether in accordance with the express terms of this        Agreement or otherwise, the Administrator will have recourse solely against the assets of        that series and class to satisfy the claim and will have no recourse against the assets of        any other series and class of any Fund.

11.       *Internal        Controls*.       The        Administrator will maintain sufficient policies and procedures to reasonably ensure its        ability to perform the services under this Agreement, and will monitor compliance with its        policies and procedures.

|   | 12. | *Miscellaneous*. |
|--------|-----|------------------|

(a)        The captions in this        Agreement are included for convenience of reference only and in no way define or limit any        of the provisions hereof or otherwise affect their construction or effect. This Agreement        may be executed simultaneously in two or more counterparts, each of which will be deemed an        original, but all of which together will constitute one and the same instrument.

(b)        In interpreting the        provisions of this Agreement, the definitions under the Investment Company Act        (particularly the definitions of “interested person,” “affiliated        person,” “assignment” and “majority of the outstanding voting        securities”) will beapplied, subject, however, to such        exemptions as may be granted by the SEC by any rule, regulation, or order.

(c)       In connection with the        operation of this Agreement, the Corporation and the Administrator may agree from time to        time on interpretations of or in addition to the provisions of this Agreement as in their        joint opinions may be consistent with this Agreement. Any such interpretive or additional        provisions will be in writing, signed by both parties and annexed, but no such provisions        will be deemed to be an amendment of this Agreement.

(d)       If the Administrator is        prevented from complying, either totally or in part, with any of the terms or provisions of        this Agreement, by reason of fire, flood, storm, strike, lockout or other labor trouble,        riot, war, rebellion, accidents, acts of God, acts of terrorism, equipment, utility or        transmission failure or damage, and/or any other cause or casualty beyond the reasonable        control of the Administrator, whether similar to the foregoing matters or not, then, upon        written notice to a Fund, the requirements of this Agreement that are affected by such        disability, to the extent so affected, will be suspended during the period of such        disability; provided, however, that the Administrator will make reasonable effort to remove        such disability as soon as possible.

(e)       This Agreement will be governed        and construed in accordance with the laws of the State of Maryland applicable to agreements        made and to be performed entirely in that jurisdiction, without regard to that        jurisdiction’s conflict of laws provisions, provided that nothing in this Agreement        will be construed in a manner inconsistent with the Investment Company Act, or in a manner        which would cause a Fund to fail to comply with the requirements of Subchapter M of the        Internal Revenue Code of 1986, as amended.

(f)        This Agreement        constitutes the entire agreement between the parties concerning the subject matter, and        supersedes any and all prior understandings.

(g)       If any provision of this        Agreement is held or made invalid by a court decision, statute, rule or otherwise, the        remainder will not be affected.

(h)       Any notice required under this        Agreement will be sufficiently given when delivered or mailed to the other party at the        address of such party set out below or to such other persons or at such address as such        party may from time to time specify in writing to the other party.

|   | If to Corporation: | Cash Reserve Fund, Inc. |
|--------|--------------------|-------------------------|

|   | John Millette |
|--------|---------------|

|   | Two International Place, 10th Floor |
|--------|-------------------------------------|

|   | Boston, MA 02110 |
|--------|------------------|

         

|   | If to Administrator: | Deutsche Investment Management Americas Inc. |
|--------|----------------------|----------------------------------------------|

|   | Michael Colon |
|--------|---------------|

|   | 345 Park Avenue, 27th Floor |
|--------|-----------------------------|

|   | New York, NY 10154 |
|--------|--------------------|

         

(i)        Except as otherwise        provided in this Agreement or as required by law, the Administrator will keep confidential        all records of and information in its possession relating to the Corporation, and or its        shareholders or shareholder accounts and will not disseminate those records and information        except at the request of or with the consent of a Fund.

[The rest        of this page is intentionally blank]

IN        WITNESS WHEREOF, the Corporation and the Administrator have caused this Agreement to be        executed as of the day and year first above written.

 

CASH RESERVE FUND, INC.

 

By: /s/ John Millette

____________________________

Name: John Millette

Title: Vice President & Secretary

 

CASH RESERVE FUND, INC., on

behalf of the Funds set out on Schedule I

 

By: /s/ John Millette

____________________________

Name: John Millette

Title: Vice President & Secretary

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

         

By: /s/ Michael Colon

___________________________

Name: Michael Colon

Title: Chief Operating Officer

         

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

         

By: /s/ Caroline Pearson

___________________________

Name: Caroline Pearson

Title: Managing Director

SCHEDULE        I

**Funds**

| **Fund**     | **Effective Date of This Agreement**         |
|--------------|----------------------------------------------|
| Prime Series | July 1, 2006

                          |

 

APPENDIX        A

ADMINISTRATIVE SERVICES

Services

Subject        to the oversight and control of the Directors of the Corporation, the Administrator will        manage, supervise and conduct all business and affairs of the Corporation in connection        with its operation as an open-end fund, other than those governed by the Investment        Management Agreement or otherwise provided by other parties, including without        limitation:

1.         provide the        Corporation with personnel as are reasonably necessary to perform the Services;

2.         arrange for the        preparation and filing for the Corporation of all required tax returns;

3.         (a) the preparation        and submission of reports and meeting materials to the Board of Directors and to existing        shareholders and (b) prepare and file the periodic updating of the Corporation’s        prospectus and statement of additional information and prepare and file any currently        required or to be required reports filed with the Securities and Exchange Commission and        other regulatory and self-regulatory authorities including, but not limited to, preliminary        and definitive proxy materials, post-effective amendments to the Registration Statement,        semi-annual reports on Form N-SAR, Form N-CSR, Form N-Q, and notices pursuant to Rule 24f-2        under the Investment Company Act;

4.         maintain all of the        Corporation’s records as required by the Investment Company Act, except for those        records to be maintained by the investment adviser under the Investment Management        Agreement or by another party under any other agreement with the Corporation;

5.         provide the        Corporation with adequate office space and all necessary office equipment and services,        including but not limited to telephone service, heat, utilities, stationary supplies and        similar items;

6.         supervise, negotiate        contractual arrangements with (to the extent appropriate) and monitor the performance of,        third party accounting agents, custodians, depositories, transfer agents, pricing agents,        independent accountants and auditors, attorneys, printers, insurers and other persons in        any capacity deemed to be necessary or desirable to Corporation or Fund        operations;

|   | 7. | oversee the tabulation of proxies; |
|--------|----|------------------------------------|

8.         monitor the        valuation of portfolio securities and monitor compliance with board-approved valuation        procedures;

|   | 9. | assist in establishing the accounting and tax policies of                        each Fund; |
|--------|----|---------------------------------------------------------------------------------------------|

10.       assist in the resolution of        accounting issues that may arise with respect to each Fund's operations and consulting with        each Fund's independent accountants, legal counsel and each Fund's other agents as        necessary in connection therewith;

|   | 11. | establish and monitor each Fund's operating expense                        budgets; |
|--------|-----|-------------------------------------------------------------------------------------|

12.       review each Fund’s bills        and process the payment of bills that have been approved by an authorized person of the        applicable Fund;

13.       assist each Fund in determining        the amount of dividends and distributions available to be paid by each Fund to its        shareholders, preparing and arranging for the printing of dividend notices to shareholders,        and providing the transfer agent and the custodian with the information that is required        for those parties to effect the payment of dividends and distributions;

14.       provide to the        Corporation’s Board of Directors periodic and special reports as the Board may        reasonably request, including but not limited to reports concerning the services of the        administrator, custodian, shareholder service and transfer agents;

|   | 15. | provide assistance with investor and public relations                        matters; |
|--------|-----|---------------------------------------------------------------------------------------|

16.       monitor the registration of        shares under applicable federal and state securities law; and

17.       otherwise assist the        Corporation as it may reasonably request in the conduct of each Fund's business.

APPENDIX        B

FUND        ACCOUNTING SERVICES

Services

 

Subject        to the general supervision of the Board of Directors of the Corporation, the Administrator        will provide the following fund accounting services to the Corporation:

 

1.         Maintain and        preserve all accounts, books, financial records and other documents as are required of each        Fund under Section 31 of the Investment Company Act and Rules 31a-1, 31a-2 and 31a-3 under        the Investment Company Act, applicable federal and state laws and any other law or        administrative rules or procedures which may be applicable to a Fund, other than (a) those        accounts, books and financial records required to be maintained by a Fund's custodian or        (b) transfer agent and/or books and records maintained by all other service providers        necessary for a Fund to conduct its business as a registered open-end management investment        company. All such books and records shall be the property of the applicable Fund and will        at all times during regular business hours be open for inspection by, and will be        surrendered promptly upon request of, duly authorized officers of the Fund. All such books        and records will at all times during regular business hours be open for inspection, upon        request of duly authorized officers of the applicable Fund, by employees or agents of the        applicable Fund and employees and agents of the Securities and Exchange        Commission.

2.   Record the current day's trading activity and other        proper bookkeeping entries as are necessary for determining that day's net asset value and        net income.

3.   Maintain records in accordance with generally accepted        accounting principles to the extent required under applicable law.

4.   Calculate performance for each Fund, including the total        return yield, the SEC yield and the distribution yield.

5.   Render statements or copies of records as from time to        time are reasonably requested by a Fund.

6.   Facilitate audits of accounts by a Fund's independent        public accountants or by any other auditors employed or engaged by a Fund or by any        regulatory body with jurisdiction over the applicable Fund.

7.   Compute each Fund's net asset value per share, and, if        applicable, its public offering price and/or its daily dividend rates and money market        yields, in accordance with this Agreement and notify the applicable Fund and any other        persons as that Fund may reasonably request of the net asset value per share, the public        offering price and/or its daily dividend rates and money market yields. In connection with        the computation:

(i)        The Administrator will        compute each Fund's net asset value, including net income, in a manner consistent with the        specific provisionsof the Registration Statement. The computation        will be made as of the time or times specified in each Fund’s Registration        Statement.

(ii)       The Administrator will compute        the daily dividend rates and money market yields, if applicable, in accordance with the        methodology set out in each Fund’s Registration Statement.

(iii)      For purposes of valuing the        securities of a Fund, securities will be valued in accordance with (a) that Fund's        Registration Statement; (b) the resolutions of the Board of Directors of each Fund at the        time in force and applicable, as they may from time to time be delivered to the        Administrator, and (c) Proper Instructions from the officers of each Fund or other persons        as are from time to time authorized by the Board of Directors of the applicable Fund to        give instructions with respect to computation and determination of the net asset value. The        Administrator may use one or more external pricing services, including broker-dealers,        provided that an appropriate officer of the applicable Fund will have approved such use in        advance.

APPENDIX        C

ADMINISTRATIVE SERVICES AND FUND ACCOUNTING SERVICES FEE SCHEDULE

The        Corporation on behalf of each Fund will pay the Administrator in United States Dollars        following the last day of each month the unpaid balance of a fee equal to the sum of all        the daily administrative service fee accruals from the previous month. The daily        administrative service fee accrual is calculated on a daily basis by multiplying a        Fund’s prior day’s net assets by the specific percentage indicated in the        schedule below and dividing that product by the number of days in that year. The        Administrator will be entitled to receive during any month such interim payments of its fee        under this Agreement as it will request, provided that no such payment will exceed 75        percent of the amount of its fee then accrued on the books of a Fund and unpaid.

The        “average daily net assets” of each Fund will mean the average of the values        placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the        net asset value of the Fund is determined consistent with the provisions of Rule 22c-1        under the Investment Company Act or, if the Fund lawfully determines the value of its net        assets as of some other time on each business day, as of such time. The value of the net        assets of each Fund will always be determined pursuant to the applicable provisions of the        Corporation’s Articles of Incorporation, as amended or supplemented from time-to-time        and the Registration Statement. If the determination of net asset value for a Fund does not        take place for any particular day, then for the purposes of this Agreement, the value of        the net assets of the Fund as last determined will be deemed to be the value of its net        assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net        assets of the Fund's portfolio may be lawfully determined on that day. If a Fund determines        the value of the net assets of its portfolio more than once on any day, then the last such        determination thereof on that day will be deemed to be the sole determination thereof on        that day for the purposes of this Agreement.

 

| **Fund**     | **Fee Rate** |
|--------------|--------------|
| Prime Series | 0.100%       |