UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

**FORM N-PX**

**ANNUAL REPORT OF PROXY VOTING RECORD OF**

**Prime Series**

**A Series of Cash Reserve Fund, Inc.**
Investment Company Act file number  811-03196

Cash Reserve Fund, Inc.

(Exact name of registrant as specified in charter)

 

345 Park Avenue

New York, NY  10154

(Address of principal executive offices)             (Zip code)

John Millette

Secretary

One Beacon Street

Boston, MA  02108-3106

(Name and address of agent for service)

Registrant's telephone number, including area code:  617-295-1000

Date of fiscal year end:  12/31

Date of reporting period:  7/1/08-6/30/09

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 
******************************* FORM N-Px REPORT *******************************ICA File Number: 811-03196Reporting Period: 07/01/2008 - 06/30/2009Cash Reserve Fund Inc.=============================== A   PRIME SERIES ===============================Prime  Series,  a  series  of  Cash  Reserve  Fund,  Inc.,  is  a  feeder  in  amaster/feeder structure.  Accordingly, Prime Series holds only securities of itsmaster fund,  Cash  Management  Portfolio.  Included in this filing is the proxyvoting record for the Cash Management Portfolio.******************************* FORM N-Px REPORT *******************************ICA File Number: 811-06073Reporting Period: 07/01/2008 - 06/30/2009Cash Management Portfolio======================= A      CASH MANAGEMENT PORTFOLIO =======================There is no proxy  voting  activity  for the fund,  as the fund did not hold anyvotable positions during the reporting period.========== END NPX REPORT
 

 

**SIGNATURES**

[See General Instruction F]

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

Cash Reserve Fund, Inc.

 

By (Signature and Title)* /s/Michael G. Clark

 

Michael G. Clark, Chief Executive Officer

Date  8/17/09

* Print the name and title of each signing officer under his or her signature.