UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-CSR

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 10154-0004
 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 250-3220

Paul Schubert
60 Wall Street
New York, NY 10005
(Name and Address of Agent for Service)

Date of fiscal year end:
12/31
   
Date of reporting period:
12/31/2013

ITEM 1.
REPORT TO STOCKHOLDERS
 

 
December 31, 2013
 
Annual Report
 
to Shareholders
 
Cash Reserve Fund 
 Prime Series

 
Contents
Cash Reserve Fund — Prime Series
3 Portfolio Management Review
7 Statement of Assets and Liabilities
8 Statement of Operations
9 Statement of Changes in Net Assets
10 Financial Highlights
13 Notes to Financial Statements
18 Report of Independent Registered Public Accounting Firm
19 Information About Your Fund's Expenses
20 Tax Information
Cash Management Portfolio
22 Investment Portfolio
40 Statement of Assets and Liabilities
41 Statement of Operations
41 Statement of Changes in Net Assets
43 Financial Highlights
44 Notes to Financial Statements
48 Report of Independent Registered Public Accounting Firm
49 Other Information
50 Advisory Agreement Board Considerations and Fee Evaluation
55 Board Members and Officers
 
This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, visit dws-investments.com. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.
 
An investment in this fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or by any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Advisor to enter into support agreements or take other actions to maintain the fund's $1.00 share price. The credit quality of the fund's holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the fund's share price. The fund's share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. The actions of a few large investors in one class of shares of the fund may have a significant adverse effect on the share prices of all classes of shares of the fund. See the prospectus for specific details regarding the fund's risk profile.
 
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE  NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
 
Portfolio Management Review (Unaudited)
 
Market Overview
 
All performance information below is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit dbadvisorsliquidity.com/US for the fund's most recent month-end performance. The 7-day current yield refers to the income paid by the fund over a 7-day period expressed as an annual percentage rate of the fund's shares outstanding. Yields fluctuate and are not guaranteed.
 
Investment Objective
The fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital. The fund is a feeder fund that invests substantially all of its assets in a "master portfolio," the Cash Management Portfolio, which will invest directly in securities and other instruments. The Cash Management Portfolio has the same investment objective as the fund.
 
In the first quarter of 2013, the European sovereign debt problem, which had calmed considerably through the actions of the European Central Bank, flared up again as an issue for global investors when a banking crisis in Cyprus reached the boiling point; however, the crisis was quickly resolved. Meanwhile, the U.S. economy began to benefit from gradually increasing housing prices and steady, if unspectacular, employment gains. In late May 2013, equity and longer-term fixed-income investors were temporarily rattled by hints from the U.S. Federal Reserve Board (the Fed) that it could begin to taper its monthly asset purchases toward the end of 2013. By November 2013, U.S. job creation had picked up considerably, and speculation that the Fed would begin to taper in January or March 2014 started to build. When the Fed made its December 18, 2013 announcement that it would begin tapering in January 2014, financial markets took the news very much in stride. This was because a stream of more favorable economic data had increased overall investor confidence that the U.S. recovery is sustainable. In the money market area, we have seen a continued supply/demand imbalance, including a significant reduction in the supply of Treasury money market securities due to the shrinking federal budget deficit.
 
 
Fund Performance (as of December 31, 2013)
 
Performance is historical and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.
 
An investment in this fund is not insured or guaranteed by the FDIC or by any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. The share price of money market funds can fall below the $1.00 share price.
7-Day Current Yield — Prime Shares
 
December 31, 2013
.01%*
December 31, 2012
.01%*
7-Day Current Yield — Prime Institutional Shares
 
December 31, 2013
.01%*
December 31, 2012
.02%*
* The investment advisor has agreed to waive fees/reimburse expenses. Without such fee waivers/expense reimbursements, the 7-day current yield would have been lower.
 
Yields are historical, will fluctuate and do not guarantee future performance. The 7-day current yield refers to the income paid by the portfolio over a 7-day period expressed as an annual percentage rate of the fund's shares outstanding. Please visit our Web site at dbadvisorsliquidity.com/US for the product's most recent month-end performance.
 
Positive Contributors to Fund Performance
 
We were able to maintain a competitive yield for the fund during the period.
 
During the past 12 months ending December 31, 2013, we continued to hold a large percentage of portfolio assets in short-maturity instruments for yield, high credit quality and liquidity purposes. We also maintained a conservative average maturity, with fund assets broadly diversified among a number of sectors, including banks, asset-backed commercial paper, corporate issues, and sovereign and U.S. government debt. In addition, we focused on favorable geographical areas for money market investment, such as Canada, Australia, Scandinavia, the United States and Japan. Based on benign credit conditions and our belief that short-term rates will remain very low for a long period, we extended the fund's weighted average maturity moderately during the fourth quarter.
 
Negative Contributors to Fund Performance
 
The types of securities that we were investing in tended to have lower yields than issues carrying more risk. We preferred to be cautious during a time of market uncertainty. In the end this cost the fund some yield, but we believe that this represented a prudent approach to preserving principal.
 
Outlook and Positioning
 
The Fed's tapering of its quantitative easing program has begun, and we believe over time this should benefit money funds by increasing supply — i.e., by leaving more Treasury, agency and mortgage-backed securities in circulation as collateral for money market instruments. We believe this should, in turn, create some upward pressure on short-term rates. However, we believe that any bump up in supply, and resulting incremental increases in money market yields, will not be felt until later this year.
 
We continue our insistence on the highest credit quality within the fund. We also plan to maintain our conservative investment strategies and standards. We continue to apply a careful approach to investing on behalf of the fund and to seek competitive yield for our shareholders.
 
 
Portfolio Management Team
 
A group of investment professionals is responsible for the day-to-day management of the fund. These investment professionals have a broad range of experience managing money market funds.
 
The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.
 
Terms to Know
 
Sovereign debt is debt that is issued by a national government.
 
Mortgage-backed securities are bonds that are secured by mortgage debt.
 
Statement of Assets and Liabilities
as of December 31, 2013
 
Assets
 
Investment in Cash Management Portfolio, at value
  $ 841,131,347  
Receivable for Fund shares sold
    39,147  
Other assets
    20,419  
Total assets
    841,190,913  
Liabilities
 
Distributions payable
    1,039  
Accrued Directors' fees
    1,532  
Other accrued expenses and payables
    92,527  
Total liabilities
    95,098  
Net assets, at value
  $ 841,095,815  
Net Assets Consist of
 
Undistributed net investment income
    53,130  
Accumulated net realized gain (loss)
    10,005  
Paid-in capital
    841,032,680  
Net assets, at value
  $ 841,095,815  
Net Asset Value
 
Prime Shares
Net Asset Value, offering and redemption price per share ($651,790,720 ÷ 651,896,606 outstanding shares of beneficial interest, $.001 par value, 9,000,000,000 shares authorized)
  $ 1.00  
Prime Institutional Shares
Net Asset Value, offering and redemption price per share ($189,301,095 ÷ 189,360,682 outstanding shares of beneficial interest, $.001 par value, 3,200,000,000 shares authorized)
  $ 1.00  
Managed Shares
Net Asset Value, offering and redemption price per share ($4,000 ÷ 4,002 outstanding shares of beneficial interest, $.001 par value, 200,000,000 shares authorized)
  $ 1.00  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Operations
for the year ended December 31, 2013
 
Investment Income
     
Income and expenses allocated from Cash Management Portfolio:
Interest
  $ 1,853,091  
Expenses*
    (1,202,652 )
Net investment income allocated from Cash Management Portfolio
    650,439  
Expenses:
Administration fee
    859,395  
Services to shareholders
    534,475  
Distribution and service fees
    2,032,233  
Professional fees
    37,429  
Reports to shareholders
    77,424  
Registration fees
    56,645  
Directors' fees and expenses
    5,033  
Other
    23,683  
Total expenses before expense reductions
    3,626,317  
Expense reductions
    (3,061,748 )
Total expenses after expense reductions
    564,569  
Net investment income (loss)
    85,870  
Net realized gain (loss) allocated from Cash Management Portfolio
    10,005  
Net increase (decrease) in net assets resulting from operations
  $ 95,875  
 
* Net of $204,068 Advisor reimbursement allocated from Cash Management Portfolio for the year ended December 31, 2013.
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Changes in Net Assets
   
Years Ended December 31,
 
Increase (Decrease) in Net Assets
 
2013
   
2012
 
Operations:
Net investment income
  $ 85,870     $ 134,859  
Net realized gain (loss)
    10,005       7,017  
Net increase (decrease) in net assets resulting from operations
    95,875       141,876  
Distributions to shareholders from:
Net investment income:
Prime Shares
    (65,218 )     (62,961 )
Prime Institutional Shares
    (23,153 )     (71,847 )
Net realized gains:
Prime Shares
    (6,026 )     (5,033 )
Prime Institutional Shares
    (1,829 )     (1,967 )
Total distributions
    (96,226 )     (141,808 )
Fund share transactions:
Proceeds from shares sold
    1,824,228,835       2,212,642,750  
Reinvestment of distributions
    86,206       127,037  
Payments for shares redeemed
    (1,888,941,164 )     (2,440,765,338 )
Net increase (decrease) in net assets from Fund share transactions
    (64,626,123 )     (227,995,551 )
Increase (decrease) in net assets
    (64,626,474 )     (227,995,483 )
Net assets at beginning of period
    905,722,289       1,133,717,772  
Net assets at end of period (including undistributed net investment income of $53,130 and $56,469, respectively)
  $ 841,095,815     $ 905,722,289  
 
The accompanying notes are an integral part of the financial statements.
 
Financial Highlights
Prime Shares
 
   
Years Ended December 31,
 
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Income from investment operations:
Net investment income
    .000 *     .000 *     .000 *     .000 *     .001  
Net realized gain (loss)
    .000 *     .000 *     .000 *     .001       .000 *
Total from investment operations
    .000 *     .000 *     .000 *     .001       .001  
Less distributions from:
Net investment income
    (.000 ) *     (.000 ) *     (.000 ) *     (.000 ) *     (.001 )
Net realized gains
    (.000 ) *     (.000 ) *     —       —       —  
Total distributions
    (.000 ) *     (.000 ) *     (.000 ) *     (.000 ) *     (.001 )
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Total Return (%) a
    .01       .01       .02       .01       .10  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    652       659       620       754       850  
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)
    .68       .68       .69       .67       .72  
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)
    .21       .28       .24       .31       .55  
Ratio of net investment income (%)
    .01       .01       .01       .01       .08  
a Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.0005.
 
 

Prime Institutional Shares
 
   
Years Ended December 31,
 
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Income from investment operations:
Net investment income
    .000 *     .000 *     .000 *     .001       .003  
Net realized gain (loss)
    .000 *     .000 *     .000 *     .001       .000 *
Total from investment operations
    .000 *     .000 *     .000 *     .002       .003  
Less distributions from:
Net investment income
    (.000 ) *     (.000 ) *     (.000 ) *     (.001 )     (.003 )
Net realized gains
    (.000 ) *     (.000 ) *     —       —       —  
Total distributions
    (.000 ) *     (.000 ) *     (.000 ) *     (.001 )     (.003 )
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Total Return (%) a
    .01       .02       .02       .05       .32  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    189       247       514       589       557  
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)
    .30       .30       .30       .29       .35  
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)
    .21       .27       .24       .27       .32  
Ratio of net investment income (%)
    .01       .02       .01       .05       .32  
a Total return would have been lower had certain expenses not been reduced.
* Amount is less than $.0005.
 
 

Managed Shares
 
   
Years Ended December 31,
   
Period Ended 12/31/11 a
 
 
2013
   
2012
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00  
Income from investment operations:
Net investment income ***
    .000       .000       .000  
Net realized gain (loss) ***
    .000       .000       .000  
Total from investment operations ***
    .000       .000       .000  
Less distributions from:
Net investment income
    —       —       (.001 )
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00  
Total Return (%) b
    .00       .00       .07 **
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ thousands)
    4       4       4  
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)
    1.57       1.22       2.26 *
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)
    .22       .28       .23 *
Ratio of net investment income (%)
    .00       .00       .00 *
a For the period from January 18, 2011 (commencement of operations of Managed Shares class) to December 31, 2011.
b Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.0005.
 
 
Notes to Financial Statements
 
A. Organization and Significant Accounting Policies
 
Cash Reserve Fund — Prime Series (the "Fund") is a diversified series of Cash Reserve Fund, Inc., (the "Corporation") which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, open-end management investment company and is organized as a corporation under the laws of the state of Maryland.
 
The Fund is a feeder fund that seeks to achieve its investment objective by investing substantially all of its investable assets in a master portfolio, the Cash Management Portfolio (the "Portfolio''), an open-end management investment company registered under the 1940 Act and organized as a New York trust advised by Deutsche Investment Management Americas Inc. ("DIMA'' or the "Advisor''), an indirect, wholly owned subsidiary of Deutsche Bank AG. A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. At December 31, 2013, the Fund owned approximately 4% of the Portfolio.
 
The Fund offers three classes of shares to investors: Cash Reserve Prime Shares ("Prime Shares"), Cash Reserve Prime Institutional Shares ("Prime Institutional Shares") and Managed Shares.
 
Investment income, realized gains and losses, and certain fund-level expenses and expense reductions, if any, were borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution and service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.
 
The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.
 
Security Valuation. The Fund records its investment in the Portfolio at value, which reflects its proportionate interest in the net assets of the Portfolio. Valuation of the securities held by the Portfolio is discussed in the notes to the Portfolio's financial statements included elsewhere in this report.
 
Disclosure about the classification of fair value measurements is included in a table following the Portfolio's investment Portfolio.
 
Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.
 
The Fund has reviewed the tax positions for the open tax years as of December 31, 2013 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal periods/years remain open subject to examination by the Internal Revenue Service.
 
Distribution of Income and Gains. Net investment income of the Fund is declared as a daily dividend and is distributed to shareholders monthly. The Fund may take into account capital gains and losses in its daily dividend declarations. The Fund may also make additional distributions for tax purposes if necessary.
 
Permanent book and tax differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax differences will reverse in a subsequent period. There were no significant book to tax differences for the Fund.
 
At December 31, 2013, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:
Undistributed ordinary income
  $ 63,135  
 
In addition, the tax character of the distributions was characterized as follows:
   
Years Ended December 31,
 
   
2013
   
2012
 
Distributions from ordinary income*
  $ 96,226     $ 141,808  
 
* For tax purposes, short-term capital gain distributions are considered ordinary income distributions.
 
Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.
 
Other. The Fund receives an allocation of the Portfolio's net investment income and net realized gains and losses in proportion to its investment in the Portfolio. Expenses directly attributed to a fund are charged to that fund, while expenses which are attributable to the Corporation are allocated among the Funds in the Corporation on the basis of relative net assets.
 
B. Fees and Transactions with Affiliates
 
Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor serves as the investment manager to the Fund. The Advisor receives a management fee from the Portfolio pursuant to the master/feeder structure listed above in Note A.
 
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly.
 
For the period from January 1, 2013 through September 30, 2013, the Advisor had contractually agreed to waive its fees and/or reimburse certain operating expenses of Managed Shares Class, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.45%.
 
Effective October 1, 2013 through September 30, 2014, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of Managed Shares Class, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.29%.
 
In addition, the Advisor has agreed to voluntarily waive additional expenses. The waiver may be changed or terminated at any time without notice. Under this arrangement, the Advisor waived certain expenses of the Fund.
 
For the year ended December 31, 2013, the Administration Fee was $859,395, of which $513,863 was waived and $562 is unpaid.
 
Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc. ("DST"). DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended December 31, 2013, the amounts charged to the Fund by DISC were as follows:
   
Total Aggregated
   
Waived
   
Unpaid at December 31, 2013
 
Prime Shares
  $ 486,938     $ 486,938     $ —  
Prime Institutional Shares
    33,909       28,669       4,437  
Managed Shares
    45       45       —  
    $ 520,892     $ 515,652     $ 4,437  
 
Distribution and Service Fees. DWS Investments Distributors, Inc. ("DIDI") is the Fund's Distributor. The Fund pays the Distributor an annual fee, pursuant to a Rule 12b-1 plan, based on its average daily net assets, which is calculated daily and payable monthly at 0.25% of Prime Shares average daily net assets. For the year ended December 31, 2013, the Distribution Fee was as follows:
   
Total Aggregated
   
Waived
   
Annual Effective Rates
 
Prime Shares
  $ 1,587,684     $ 1,587,684       .00 %
 
The Fund pays the Distributor a shareholder servicing fee based on the average daily net assets which is calculated daily and paid monthly at a rate of 0.07% of Prime Shares and 0.15% of Managed Shares. The Distributor uses this fee to compensate third parties that provide shareholder services to their clients who own shares. For the year ended December 31, 2013, the shareholder servicing fee was as follows:
   
Total Aggregated
   
Waived
   
Annual Effective Rates
 
Prime Shares
  $ 444,543     $ 444,543       .00 %
Managed Shares
    6       6       .00 %
    $ 444,549     $ 444,549          
 
Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended December 31, 2013, the amount charged to the Fund by DIMA included in Statement of Operations under "reports to shareholders" aggregated $23,397, of which $8,292 is unpaid.
 
Directors' Fees and Expenses. The Fund paid retainer fees to each Director not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.
 
C. Share Transactions
 
The following table summarizes share and dollar activity in the Fund:
   
Year Ended December 31, 2013
   
Year Ended December 31, 2012
 
   
Shares
   
Dollars
   
Shares
   
Dollars
 
Shares sold
 
Prime Shares
    712,101,839     $ 712,101,839       751,948,646     $ 751,948,646  
Prime Institutional Shares
    1,112,126,996       1,112,126,996       1,460,694,104       1,460,694,104  
            $ 1,824,228,835             $ 2,212,642,750  
Shares issued to shareholders in reinvestment of distributions
 
Prime Shares
    65,466     $ 65,466       61,802     $ 61,802  
Prime Institutional Shares
    20,740       20,740       65,235       65,235  
            $ 86,206             $ 127,037  
Shares redeemed
 
Prime Shares
    (719,406,221 )   $ (719,406,221 )     (712,723,994 )   $ (712,723,994 )
Prime Institutional Shares
    (1,169,534,943 )     (1,169,534,943 )     (1,728,041,344 )     (1,728,041,344 )
            $ (1,888,941,164 )           $ (2,440,765,338 )
Net increase (decrease)
 
Prime Shares
    (7,238,916 )   $ (7,238,916 )     39,286,454     $ 39,286,454  
Prime Institutional Shares
    (57,387,207 )     (57,387,207 )     (267,282,005 )     (267,282,005 )
            $ (64,626,123 )           $ (227,995,551 )
 
Report of Independent Registered Public Accounting Firm
 
To the Directors of Cash Reserve Fund, Inc. and Shareholders of Cash Reserve Fund — Prime Series:
 
In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cash Reserve Fund — Prime Series (hereafter referred to as the "Fund'') at December 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements'') are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
Boston, Massachusetts
February 21, 2014
PricewaterhouseCoopers LLP
 
Information About Your Fund's Expenses
 
As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (July 1, 2013 to December 31, 2013).
 
The tables illustrate your Fund's expenses in two ways:
 
— Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.
 
— Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
 
Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.
Expenses and Value of a $1,000 Investment for the six months ended December 31, 2013 (Unaudited)
 
Actual Fund Return*
 
Prime Shares
   
Prime Institutional Shares
   
Managed Shares
 
Beginning Account Value 7/1/13
  $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/13
  $ 1,000.06     $ 1,000.06     $ 1,000.00  
Expenses Paid per $1,000**
  $ .91     $ .91     $ .96  
Hypothetical 5% Fund Return*
 
Prime Shares
   
Prime Institutional Shares
   
Managed Shares
 
Beginning Account Value 7/1/13
  $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 12/31/13
  $ 1,024.30     $ 1,024.30     $ 1,024.25  
Expenses Paid per $1,000**
  $ .92     $ .92     $ .97  
 
* Expenses include amounts allocated proportionally from the master portfolio.
 
** Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 184 (the number of days in the most recent six-month period), then divided by 365.
Annualized Expense Ratios
Prime Shares
Prime Institutional Shares
Managed Shares
Cash Reserve Fund — Prime Series
.18%
.18%
.19%
 
For more information, please refer to the Fund's prospectus.
 
For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to http://apps.finra.org/fundanalyzer/1/fa.aspx.
 
Tax Information (Unaudited)
 
A total of 2.89% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.
 
Please contact a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 728-3337.
 
(The following financial statements of the Cash Management Portfolio should be read in conjunction with the Fund's financial statements.)
 
Investment Portfolio as of December 31, 2013
   
Principal Amount ($)
   
Value ($)
 
       
Certificates of Deposit and Bank Notes 10.2%
 
Banco del Estado de Chile:
 
0.21%, 2/18/2014
    48,111,000       48,111,000  
0.26%, 5/14/2014
    15,300,000       15,300,000  
0.26%, 5/15/2014
    50,000,000       50,000,000  
Bank of Tokyo-Mitsubishi UFJ Ltd., 0.2%, 2/7/2014
    38,011,000       38,011,000  
BNP Paribas, 0.2%, 2/3/2014
    72,500,000       72,500,000  
China Construction Bank Corp., 0.4%, 1/30/2014
    127,000,000       127,000,000  
DNB Bank ASA:
 
0.17%, 4/4/2014
    129,000,000       129,000,000  
0.21%, 5/27/2014
    125,000,000       125,000,000  
DZ Bank AG, 0.25%, 3/17/2014
    105,000,000       105,000,000  
Industrial & Commercial Bank of China Ltd.:
 
0.4%, 1/21/2014
    45,750,000       45,750,000  
0.4%, 1/22/2014
    45,000,000       45,000,000  
International Business Machines Corp., 1.25%, 5/12/2014
    35,000,000       35,122,578  
Kreditanstalt Fuer Wiederaufbau:
 
0.211%, 2/28/2014
    50,000,000       49,995,080  
0.22%, 4/11/2014
    82,000,000       81,991,759  
Mitsubishi UFJ Trust & Banking Corp., 0.21%, 1/28/2014
    36,924,000       36,924,000  
Mizuho Bank Ltd.:
 
0.21%, 4/1/2014
    58,000,000       58,000,000  
0.22%, 1/15/2014
    93,643,000       93,643,000  
0.22%, 2/26/2014
    169,076,000       169,076,000  
Nordea Bank Finland PLC:
 
0.25%, 1/6/2014
    100,000,000       100,000,000  
0.25%, 1/14/2014
    100,000,000       100,000,000  
Norinchukin Bank:
 
0.22%, 1/14/2014
    65,000,000       65,000,000  
0.22%, 2/14/2014
    60,100,000       60,100,000  
0.22%, 3/18/2014
    50,000,000       50,000,000  
Rabobank Nederland NV:
 
0.245%, 6/12/2014
    140,000,000       140,000,000  
0.405%, 1/8/2014
    44,000,000       44,001,150  
Skandinaviska Enskilda Banken AB, 0.275%, 5/8/2014
    100,000,000       99,998,239  
Sumitomo Mitsui Banking Corp.:
 
0.11%, 1/6/2014
    9,750,000       9,750,000  
0.21%, 2/18/2014
    32,500,000       32,500,000  
Toronto-Dominion Bank, 0.2%, 2/12/2014
    1,750,000       1,750,000  
Wells Fargo Bank NA, 0.2%, 5/27/2014
    38,000,000       38,000,000  
Total Certificates of Deposit and Bank Notes (Cost $2,066,523,806)
      2,066,523,806  
   
Commercial Paper 38.5%
 
Issued at Discount** 31.3%
 
Antalis U.S. Funding Corp.:
 
144A, 0.11%, 1/2/2014
    22,000,000       21,999,933  
144A, 0.14%, 1/3/2014
    31,642,000       31,641,754  
Australia & New Zealand Banking Group Ltd.:
 
0.17%, 3/4/2014
    57,160,000       57,143,265  
0.19%, 3/4/2014
    85,000,000       84,972,186  
Bank Nederlandse Gemeenten:
 
0.21%, 1/24/2014
    23,564,000       23,560,838  
0.22%, 4/22/2014
    150,000,000       149,898,250  
0.22%, 6/17/2014
    150,000,000       149,846,917  
0.23%, 1/24/2014
    20,000,000       19,997,061  
Barclays Bank PLC, 0.15%, 1/7/2014
    125,000,000       124,996,875  
Bedford Row Funding Corp.:
 
144A, 0.26%, 7/25/2014
    23,000,000       22,965,947  
144A, 0.3%, 4/22/2014
    35,000,000       34,967,625  
144A, 0.31%, 10/27/2014
    77,000,000       76,801,746  
144A, 0.42%, 1/3/2014
    53,125,000       53,123,760  
BNZ International Funding Ltd.:
 
144A, 0.17%, 3/5/2014
    76,500,000       76,477,241  
144A, 0.23%, 5/14/2014
    90,000,000       89,923,525  
Caisse Centrale Desjardins:
 
0.175%, 2/19/2014
    24,000,000       23,994,283  
0.18%, 3/26/2014
    100,000,000       99,958,000  
0.22%, 1/29/2014
    70,500,000       70,487,937  
Caisse des Depots et Consignations:
 
144A, 0.18%, 3/17/2014
    50,000,000       49,981,250  
144A, 0.2%, 3/24/2014
    87,500,000       87,460,139  
144A, 0.2%, 6/24/2014
    21,000,000       20,979,700  
Coca-Cola Co.:
 
0.11%, 1/13/2014
    10,004,000       10,003,633  
0.14%, 1/30/2014
    16,116,000       16,114,182  
Collateralized Commercial Paper Co., LLC:
 
0.22%, 3/17/2014
    172,000,000       171,921,167  
0.22%, 4/15/2014
    178,000,000       177,886,871  
Collateralized Commercial Paper II Co., LLC:
 
144A, 0.22%, 1/16/2014
    132,500,000       132,487,854  
144A, 0.22%, 3/18/2014
    50,000,000       49,976,778  
Commonwealth Bank of Australia, 144A, 0.22%, 5/6/2014
    50,000,000       49,961,806  
DBS Bank Ltd.:
 
144A, 0.235%, 3/11/2014
    60,000,000       59,972,975  
144A, 0.245%, 4/21/2014
    85,000,000       84,936,368  
Dexia Credit Local:
 
0.2%, 2/20/2014
    25,000,000       24,993,056  
0.325%, 8/18/2014
    100,000,000       99,793,264  
0.325%, 8/19/2014
    50,000,000       49,896,181  
DNB Bank ASA:
 
0.22%, 5/2/2014
    40,000,000       39,970,422  
0.22%, 5/7/2014
    123,500,000       123,404,905  
0.24%, 3/5/2014
    44,700,000       44,681,226  
0.24%, 3/7/2014
    148,786,000       148,721,526  
Erste Abwicklungsanstalt:
 
144A, 0.15%, 2/26/2014
    99,100,000       99,076,877  
144A, 0.19%, 1/10/2014
    42,050,000       42,048,003  
144A, 0.19%, 1/24/2014
    58,000,000       57,992,959  
0.194%, 2/10/2014
    50,000,000       49,989,167  
144A, 0.2%, 1/10/2014
    99,000,000       98,995,050  
0.2%, 1/31/2014
    80,000,000       79,986,667  
0.2%, 2/4/2014
    35,000,000       34,993,389  
0.2%, 2/10/2014
    40,000,000       39,991,111  
0.21%, 4/9/2014
    70,000,000       69,959,983  
0.215%, 3/6/2014
    50,000,000       49,980,889  
Exxon Mobil Corp., 0.075%, 2/12/2014
    24,111,000       24,108,890  
General Electric Capital Corp.:
 
0.06%, 1/9/2014
    5,136,000       5,135,932  
0.23%, 3/4/2014
    56,700,000       56,677,540  
0.24%, 1/8/2014
    90,000,000       89,995,800  
0.24%, 1/14/2014
    143,000,000       142,987,607  
Gotham Funding Corp.:
 
144A, 0.15%, 1/7/2014
    14,422,000       14,421,639  
144A, 0.18%, 1/27/2014
    25,000,000       24,996,750  
144A, 0.18%, 2/6/2014
    50,000,000       49,991,000  
144A, 0.19%, 3/6/2014
    30,250,000       30,239,782  
Hannover Funding Co., LLC:
 
0.2%, 1/31/2014
    25,000,000       24,995,833  
0.22%, 1/22/2014
    16,000,000       15,998,133  
Johnson & Johnson, 144A, 0.05%, 1/7/2014
    200,000,000       199,998,333  
Kells Funding LLC:
 
144A, 0.17%, 4/2/2014
    45,000,000       44,980,662  
144A, 0.185%, 1/14/2014
    1,136,000       1,135,924  
144A, 0.24%, 1/13/2014
    24,500,000       24,498,040  
144A, 0.25%, 8/12/2014
    51,700,000       51,619,937  
Kreditanstalt Fuer Wiederaufbau:
 
144A, 0.145%, 3/3/2014
    100,000,000       99,975,431  
144A, 0.16%, 1/6/2014
    1,259,000       1,258,972  
LMA Americas LLC, 144A, 0.17%, 1/10/2014
    58,500,000       58,497,514  
Manhattan Asset Fdg., 144A, 0.165%, 1/27/2014
    50,000,000       49,994,042  
Matchpoint Master Trust:
 
0.215%, 2/3/2014
    90,094,000       90,076,244  
0.215%, 2/10/2014
    35,000,000       34,991,639  
MetLife Short Term Funding LLC:
 
144A, 0.13%, 1/21/2014
    2,276,000       2,275,836  
144A, 0.17%, 2/26/2014
    24,846,000       24,839,430  
144A, 0.2%, 1/21/2014
    6,500,000       6,499,278  
144A, 0.21%, 6/2/2014
    14,900,000       14,886,789  
144A, 0.24%, 2/27/2014
    30,000,000       29,988,600  
144A, 0.25%, 2/3/2014
    34,400,000       34,392,117  
Nestle Capital Corp., 144A, 0.13%, 4/3/2014
    2,484,000       2,483,175  
New York Life Capital Corp.:
 
144A, 0.1%, 2/5/2014
    8,640,000       8,639,160  
144A, 0.1%, 2/25/2014
    15,000,000       14,997,708  
Nieuw Amsterdam Receivables Corp., 144A, 0.16%, 1/2/2014
    3,870,000       3,869,983  
Nordea Bank AB:
 
0.16%, 2/10/2014
    2,644,000       2,643,530  
0.22%, 3/24/2014
    32,000,000       31,983,964  
Nordea North America, Inc., 0.255%, 1/14/2014
    100,000,000       99,990,792  
Old Line Funding LLC, 144A, 0.23%, 6/5/2014
    32,785,000       32,752,534  
Oversea-Chinese Banking Corp., Ltd., 0.25%, 3/5/2014
    60,000,000       59,974,275  
PepsiCo, Inc., 0.06%, 1/7/2014
    50,000,000       49,999,500  
Procter & Gamble Co.:
 
0.08%, 3/3/2014
    150,000,000       149,979,667  
0.09%, 3/11/2014
    45,000,000       44,992,237  
Province of Quebec Canada:
 
0.08%, 1/14/2014
    2,136,000       2,135,938  
0.1%, 1/9/2014
    80,000,000       79,998,222  
PSP Capital, Inc.:
 
0.1%, 1/3/2014
    4,000,000       3,999,978  
0.12%, 1/15/2014
    14,000,000       13,999,347  
Regency Markets No. 1 LLC, 144A, 0.13%, 1/3/2014
    8,000,000       7,999,942  
Scaldis Capital LLC, 0.19%, 2/12/2014
    100,000,000       99,977,833  
Sinopec Century Bright Capital Investment Ltd., 0.33%, 1/16/2014
    40,000,000       39,994,500  
Skandinaviska Enskilda Banken AB, 0.28%, 5/8/2014
    48,500,000       48,452,093  
Standard Chartered Bank:
 
0.26%, 2/4/2014
    65,000,000       64,984,039  
0.27%, 5/19/2014
    260,760,000       260,490,113  
0.29%, 5/1/2014
    190,000,000       189,816,333  
Swedbank AB:
 
0.24%, 5/8/2014
    50,700,000       50,657,074  
0.255%, 5/6/2014
    200,000,000       199,822,917  
0.255%, 5/7/2014
    25,000,000       24,977,687  
Toronto-Dominion Holdings (U.S.A.), Inc, 0.12%, 1/6/2014
    1,050,000       1,049,982  
United Overseas Bank Ltd.:
 
0.17%, 2/18/2014
    511,000       510,884  
0.18%, 2/5/2014
    110,000,000       109,980,750  
Victory Receivables Corp., 144A, 0.18%, 2/3/2014
    49,703,000       49,694,799  
Walt Disney Co., 0.1%, 3/24/2014
    30,000,000       29,993,167  
Working Capital Management Co., 144A, 0.19%, 1/9/2014
    8,999,000       8,998,620  
        6,318,212,978  
Issued at Par* 7.2%
 
Alpine Securitzation, 144A, 0.2%, 2/7/2014
    180,250,000       180,250,000  
ASB Finance Ltd., 144A, 0.26%, 6/11/2014
    53,000,000       53,000,000  
Atlantic Asset Securitization LLC:
 
144A, 0.194%, 2/27/2014
    100,000,000       100,000,000  
144A, 0.2%, 2/11/2014
    50,000,000       49,999,527  
Australia and New Zealand Banking Group Ltd., 144A, 0.157%, 4/7/2014
    72,000,000       71,990,437  
Barton Capital LLC, 144A, 0.184%, 3/27/2014
    40,000,000       40,000,000  
Fairway Finance LLC, 144A, 0.198%, 6/6/2014
    25,000,000       25,000,000  
Kells Funding LLC:
 
144A, 0.198%, 2/3/2014
    100,000,000       100,000,000  
144A, 0.227%, 10/22/2014
    198,500,000       198,481,606  
144A, 0.238%, 10/10/2014
    75,000,000       75,000,000  
144A, 0.255%, 11/17/2014
    48,800,000       48,799,775  
Nederlandse Waterschapsbank NV:
 
144A, 0.217%, 8/13/2014
    150,000,000       150,000,000  
144A, 0.248%, 11/3/2014
    100,000,000       100,000,000  
144A, 0.278%, 8/15/2014
    67,200,000       67,200,000  
PNC Bank NA:
 
0.25%, 3/17/2014
    91,189,000       91,189,000  
0.25%, 4/23/2014
    63,500,000       63,500,000  
Versailles Commercial Paper LLC, 144A, 0.227%, 2/7/2014
    48,500,000       48,500,000  
        1,462,910,345  
Total Commercial Paper (Cost $7,781,123,323)
      7,781,123,323  
   
Government & Agency Obligations 2.6%
 
Other Government Related (a) 0.6%
 
European Investment Bank, 3.0%, 4/8/2014
    61,700,000       62,146,776  
International Bank for Reconstruction & Development, 0.15%*, 7/23/2014
    61,600,000       61,602,966  
        123,749,742  
U.S. Government Sponsored Agencies 1.4%
 
Federal Home Loan Bank:
 
0.048%**, 1/21/2014
    30,000,000       29,999,167  
0.059%**, 2/10/2014
    12,500,000       12,499,167  
0.125%, 6/18/2014
    12,100,000       12,097,187  
0.13%, 3/19/2014
    26,000,000       25,998,973  
0.14%, 5/22/2014
    18,000,000       17,999,162  
Federal Home Loan Mortgage Corp.:
 
0.072%**, 1/8/2014
    15,000,000       14,999,767  
0.08%**, 4/24/2014
    47,500,000       47,488,072  
0.09%**, 5/22/2014
    15,000,000       14,994,713  
0.106%**, 1/23/2014
    12,500,000       12,499,160  
1.375%, 2/25/2014
    27,000,000       27,050,003  
Federal National Mortgage Association:
 
0.118%**, 2/24/2014
    22,500,000       22,495,950  
1.25%, 2/27/2014
    25,000,000       25,042,701  
2.75%, 3/13/2014
    27,629,000       27,766,532  
        290,930,554  
U.S. Treasury Obligations 0.6%
 
U.S. Treasury Bills:
 
0.007%**, 1/30/2014
    500,000       499,997  
0.009%**, 5/22/2014
    3,400,000       3,398,801  
0.046%**, 1/9/2014
    748,000       747,992  
0.065%**, 2/20/2014
    2,715,000       2,714,755  
0.065%**, 2/20/2014
    2,000,000       1,999,819  
0.07%**, 2/27/2014
    4,650,000       4,649,485  
0.108%**, 4/3/2014
    2,638,000       2,637,272  
U.S. Treasury Notes:
 
1.25%, 2/15/2014
    25,000,000       25,036,933  
2.125%, 11/30/2014
    15,000,000       15,268,709  
2.625%, 7/31/2014
    20,200,000       20,488,141  
4.0%, 2/15/2014
    33,000,000       33,155,143  
        110,597,047  
Total Government & Agency Obligations (Cost $525,277,343)
      525,277,343  
   
Short-Term Notes* 14.1%
 
Australia & New Zealand Banking Group Ltd., 144A, 0.306%, 11/19/2014
    120,700,000       120,700,000  
Bank of Nova Scotia:
 
0.24%, 4/9/2014
    200,000,000       200,000,000  
0.25%, 1/10/2014
    135,000,000       135,000,000  
0.26%, 9/3/2014
    62,000,000       62,000,000  
0.304%, 7/24/2014
    85,000,000       85,000,000  
Canadian Imperial Bank of Commerce, 0.28%, 5/16/2014
    176,750,000       176,750,195  
Commonwealth Bank of Australia, 144A, 0.24%, 6/11/2014
    165,000,000       165,000,000  
JPMorgan Chase Bank NA, 0.32%, 4/22/2019
    164,250,000       164,250,000  
Kommunalbanken AS:
 
144A, 0.15%, 2/26/2014
    33,000,000       33,000,000  
144A, 0.15%, 3/5/2014
    100,000,000       100,000,000  
Kreditanstalt Fuer Wiederaufbau, 0.423%, 1/17/2014
    60,000,000       60,006,267  
National Australia Bank Ltd., 144A, 0.965%, 4/11/2014
    28,765,000       28,820,815  
Rabobank Nederland NV:
 
0.189%, 4/30/2014
    50,000,000       50,000,000  
0.239%, 6/12/2014
    151,500,000       151,500,000  
0.273%, 5/8/2014
    85,000,000       85,000,000  
0.308%, 1/27/2014
    150,000,000       150,000,000  
0.328%, 12/1/2014
    190,500,000       190,500,000  
Royal Bank of Canada:
 
0.25%, 12/11/2014
    83,000,000       83,000,000  
0.28%, 4/17/2014
    28,500,000       28,500,000  
0.28%, 6/17/2014
    53,500,000       53,500,000  
0.3%, 2/28/2014
    115,000,000       115,000,000  
Svensk Exportkredit AB, 144A, 0.17%, 6/17/2014
    66,600,000       66,600,000  
Svenska Handelsbanken AB, 144A, 0.325%, 10/3/2014
    168,000,000       168,000,000  
Wells Fargo Bank NA:
 
0.217%, 3/7/2014
    125,000,000       125,000,000  
0.23%, 11/24/2014
    17,810,000       17,810,000  
0.25%, 12/10/2014
    125,000,000       125,000,000  
Westpac Banking Corp.:
 
0.257%, 5/9/2014
    107,500,000       107,500,000  
0.28%, 4/28/2014
    15,000,000       15,000,000  
Total Short-Term Notes (Cost $2,862,437,277)
      2,862,437,277  
   
Time Deposits 3.3%
 
Credit Agricole Corporate & Investment Bank, 0.04%, 1/2/2014
    628,633,792       628,633,791  
National Australia Bank Ltd., 0.01%, 1/2/2014
    31,500,000       31,500,000  
Total Time Deposits (Cost $660,133,791)
      660,133,791  
   
Municipal Investments 8.0%
 
Appling County, GA, Development Authority, State Power Co., Plant Hatch Project, 0.05%***, 9/1/2041
    1,300,000       1,300,000  
Arizona, Nuveen Premium Income Municipal Fund, Inc., Series T30017-I, 144A, 0.15%***, 8/1/2014, LIQ: Citibank NA
    27,900,000       27,900,000  
BlackRock MuniHoldings New Jersey Quality Fund, Inc., Series W-7-1727, 144A, AMT, 0.26%***, 7/1/2041, LIQ: Bank of America NA
    30,000,000       30,000,000  
BlackRock MuniHoldings New York Quality Fund, Inc., Series W-7-2436, 144A, AMT, 0.26%***, 7/1/2041, LIQ: Bank of America NA
    40,000,000       40,000,000  
BlackRock MuniYield Fund, Inc., Series W-7-2514, 144A, AMT, 0.26%***, 7/1/2041, LIQ: Bank of America NA
    25,000,000       25,000,000  
California, State General Obligation, 0.21%, 1/7/2014
    15,600,000       15,600,000  
California, State Kindergarten, Series A5, 0.02%***, 5/1/2034, LOC: Citibank NA
    1,350,000       1,350,000  
California, State University Revenue, 0.1%, 1/6/2014
    95,614,000       95,612,672  
California, Wells Fargo Stage Trust, Series 25C, 144A, 0.08%***, 11/1/2041, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA
    6,000,000       6,000,000  
Channahon, IL, Morris Hospital Revenue, 0.05%***, 12/1/2034, LOC: U.S. Bank NA
    5,125,000       5,125,000  
Chicago, IL, 0.17%, 3/11/2014
    53,300,000       53,282,633  
Colorado, RBC Municipal Products, Inc. Trust, Series E-25, 144A, AMT, 0.09%***, 8/29/2014, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada
    22,000,000       22,000,000  
De Kalb County, GA, Development Authority, 0.14%, 2/11/2014
    625,000       624,958  
Florida, North Broward Hospital District, Series A, 0.04%***, 1/15/2031, LOC: TD Bank NA
    15,050,000       15,050,000  
Forsyth, MT, Pollution Control Revenue, PacifiCorp Project, 0.03%***, 1/1/2018, LOC: JPMorgan Chase Bank NA
    5,600,000       5,600,000  
Harris County, TX, Cultural Education, 144A, 0.2%, 3/5/2014
    25,000,000       25,000,000  
Hawaii, Wells Fargo Stage Trust, Series 54C, 144A, 0.08%***, 4/1/2029, GTY: Freddie Mac, LIQ: Wells Fargo Bank NA
    9,235,000       9,235,000  
Illinois, State Educational Facilities Authority, Field Museum of Natural History, 144A, 0.04%***, 11/1/2032, LOC: JPMorgan Chase Bank NA
    28,900,000       28,900,000  
Illinois, State Finance Authority Revenue, OSF Healthcare Systems, Series F, 0.04%***, 11/15/2037, LOC: Barclays Bank PLC
    30,000,000       30,000,000  
Illinois, State Finance Authority Revenue, Presbyterian Homes, 0.07%***, 9/1/2024, LOC: Northern Trust Co.
    18,655,000       18,655,000  
Illinois, Wells Fargo Stage Trust, Series 50C, 144A, 0.08%***, 11/15/2035, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA
    9,110,000       9,110,000  
Irvine, CA, Improvement Bond ACT 1915, Limited Obligation-Reassessment District, Series A, 0.02%***, 9/2/2050, LOC: U.S. Bank NA, California State Teacher's Retirement System
    4,100,000       4,100,000  
Johnson City, TN, Health & Educational Facilities Board, Hospital Revenue, Mountain States Health Alliance, Series B, 0.13%***, 8/15/2043, LOC: U.S. Bank NA
    11,075,000       11,075,000  
Kentucky, State Housing Corp. Revenue, Series O, 0.13%***, 1/1/2036, SPA: State Street Bank & Trust Co.
    15,720,000       15,720,000  
Louisville & Jefferson County, KY, Regional Airport Authority, UPS Worldwide Forwarding, Series A, AMT, 0.03%***, 1/1/2029
    60,200,000       60,200,000  
Maine, State Housing Authority, Mortgage Revenue, Series E-2, AMT, 0.06%***, 11/15/2041, SPA: State Street Bank & Trust Co.
    8,000,000       8,000,000  
Maryland, State Health & Higher Educational Facilities Authority Revenue, Adventist Health Care, Series A, 0.06%***, 1/1/2035, LOC: Union Bank NA
    28,900,000       28,900,000  
Massachusetts, State Central Artery, Series B, 0.02%***, 12/1/2030, SPA: U.S. Bank NA
    4,550,000       4,550,000  
Metropolitan Washington, DC, Airport Authority Systems Revenue:
               
Series C-1, 144A, AMT, 0.04%***, 10/1/2033, LOC: Barclays Bank PLC
    58,415,000       58,415,000  
Series C-2, 0.05%***, 10/1/2039, LOC: Barclays Bank PLC
    13,690,000       13,690,000  
Michigan, Finance Authority, School Loan:
 
Series B, 0.13%***, 9/1/2050, LOC: PNC Bank NA
    25,000,000       25,000,000  
Series C, 0.13%***, 9/1/2050, LOC: Bank of Montreal
    21,000,000       21,000,000  
Michigan, RBC Municipal Products, Inc. Trust:
 
Series L-27, 144A, AMT, 0.1%***, 3/1/2031, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada
    19,245,000       19,245,000  
Series L-25, 144A, AMT, 0.1%***, 9/1/2033, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada
    51,745,000       51,745,000  
Minnesota, State Office of Higher Education Revenue, Supplementary Student:
               
Series B, AMT, 0.05%***, 12/1/2043, LOC: U.S. Bank NA
    12,250,000       12,250,000  
Series A, AMT, 0.05%***, 10/1/2046, LOC: U.S. Bank NA
    22,500,000       22,500,000  
Series A, 0.14%***, 12/1/2043, LOC: U.S. Bank NA
    11,500,000       11,500,000  
Mississippi, State Business Finance Commission, Gulf Opportunity Zone, Chevron U.S.A., Inc.:
               
Series C, 144A, 0.02%***, 11/1/2035, GTY: Chevron Corp.
    1,320,000       1,320,000  
Series I, 0.02%***, 11/1/2035, GTY: Chevron Corp.
    4,095,000       4,095,000  
New Hampshire, State Health & Education Facilities Authority Revenue, Higher Education Loan Corp., Series A, 0.11%***, 12/1/2032, LOC: Royal Bank of Canada
    17,116,000       17,116,000  
New Jersey, RIB Floater Trust, Series 14WE, 144A, 0.11%***, 7/3/2017, LIQ: Barclays Bank PLC , LOC: Barclays Bank PLC
    32,000,000       32,000,000  
New Jersey, State Housing & Mortgage Finance Agency, Multi-Family Housing Revenue, Series C, 0.12%***, 11/1/2039, LOC: Bank of America NA
    9,930,000       9,930,000  
New Mexico, Wells Fargo Stage Trust, Series 40C, 144A, 0.08%***, 8/1/2039, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA
    9,265,000       9,265,000  
New York, Metropolitan Transportation Authority, Dedicated Tax Fund, Series A-1, 0.06%***, 11/1/2031, LOC: Morgan Stanley Bank
    20,650,000       20,650,000  
New York, State Housing Finance Agency Revenue, 88 Leonard Street, Series A, 144A, 0.13%***, 11/1/2037, LOC: Landesbank Hessen-Thuringen
    11,750,000       11,750,000  
New York, State Housing Finance Agency Revenue, Housing West 29th LLC, Series A, 0.03%***, 5/1/2045, LOC: Wells Fargo & Co.
    19,950,000       19,950,000  
New York, State Urban Development Corp. Revenue, Series A3C, 0.05%***, 3/15/2033, SPA: JPMorgan Chase Bank NA
    29,000,000       29,000,000  
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue:
               
Series B-3, 0.03%***, 6/15/2045, SPA: State Street Bank & Trust Co.
    1,250,000       1,250,000  
Series TR-T30001-I, 144A, 0.15%***, 6/15/2044, LIQ: Citibank NA
    8,000,000       8,000,000  
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Generation Resolution, Series FF-1, 0.03%***, 6/15/2044, SPA: Bank of America NA
    5,950,000       5,950,000  
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Second Generation Resolution, Fiscal 2014, Series AA-1, 0.02%***, 6/15/2050, SPA: JPMorgan Chase Bank NA
    33,000,000       33,000,000  
Nuveen Dividend Advantage Municipal Fund, Series T30016-I, 144A, 0.15%***, 8/1/2014, LIQ: Citibank NA
    70,300,000       70,300,000  
Nuveen Select Quality Municipal Fund, Inc., Series 1-2525, 144A, AMT, 0.16%***, 5/1/2041, LIQ: Barclays Bank PLC
    40,000,000       40,000,000  
Ohio, State Housing Finance Agency, Residential Mortgage Revenue, Mortgage-Backed Securities Program, Series N, AMT, 0.06%***, 9/1/2036, SPA: State Street Bank & Trust Co.
    72,600,000       72,600,000  
Ohio, University Hospitals Health System, Inc., Hospital Revenue, Series C, 0.13%, 1/15/2050, LOC: Barclays Bank PLC
    25,000,000       25,000,000  
Ohio, Wells Fargo Stage Trust, Series 12C, 144A, 0.08%***, 3/1/2031, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA
    28,550,000       28,550,000  
Oklahoma, Wells Fargo Stage Trust, Series 67C, 144A, 0.08%***, 9/1/2037, LIQ: Wells Fargo Bank NA
    43,245,000       43,245,000  
Palm Beach County, FL, Benjamin Private School Project Revenue, 0.07%***, 7/1/2025, LOC: Northern Trust Co.
    11,075,000       11,075,000  
Pennsylvania, State Economic Development Financing Authority, Unemployment Compensation Revenue, Series C, 0.05%***, 7/1/2024, LOC: PNC Bank NA
    29,065,000       29,065,000  
Puerto Rico, RIB Floater Trust, Series 8WE, 144A, 0.11%***, 9/30/2014, LOC: Barclays Bank PLC
    27,000,000       27,000,000  
San Jose, CA, Financing Authority, Series F, 0.09%***, 6/1/2034, LOC: Bank of America NA
    56,760,000       56,760,000  
Tennessee, Tennergy Corp., Gas Revenue, Stars Certificates, Series 2006-001, 0.12%***, 5/1/2016, LIQ: BNP Paribas, LOC: BNP Paribas
    19,100,000       19,100,000  
Texas, Dallas Performing Arts Cultural Facilities Corp., Center for the Performing Arts Foundation, Series B, 144A, 0.05%***, 9/1/2041, LOC: JPMorgan Chase Bank NA
    58,510,000       58,510,000  
Texas, State Veterans Housing Assistance Fund II, Series A, 144A, AMT, 0.08%***, 6/1/2034, SPA: Landesbank Hessen-Thuringen
    16,200,000       16,200,000  
Virginia, Capital Beltway Funding Corp., Toll Revenue, Series D, 0.03%***, 12/31/2047, LOC: Bank of Nova Scotia
    50,000,000       50,000,000  
Virginia, Federal Home Loan Mortgage Corp., Multi-Family Variable Rate Certificates, "A", Series M024, AMT, 0.1%***, 7/15/2050, LIQ: Freddie Mac
    18,610,000       18,610,000  
Volusia County, FL, Housing Finance Authority, Multi-Family Housing Revenue, Cape Morris Cove Apartments, Series A, AMT, 0.06%***, 10/15/2042, LOC: JPMorgan Chase Bank NA
    6,140,000       6,140,000  
Washington, State Health Care Facilities Authority, Multicare Health Systems, Series D, 0.03%***, 8/15/2041, LOC: Barclays Bank PLC
    3,740,000       3,740,000  
Total Municipal Investments (Cost $1,612,406,263)
      1,612,406,263  
                 
Repurchase Agreements 17.1%
 
Federal Reserve Bank of New York, 0.03%, dated 12/31/2013, to be repurchased at $3,000,005,000 on 1/2/2014 (b)
    3,000,000,000       3,000,000,000  
JPMorgan Securities, Inc., 0.4%, dated 3/18/2013, to be repurchased at $351,430,800 on 3/18/2014 (c)
    350,000,000       350,000,000  
The Toronto-Dominion Bank, 0.06%, dated 12/31/2013, to be repurchased at $110,000,367 on 1/2/2014 (d)
    110,000,000       110,000,000  
Total Repurchase Agreements (Cost $3,460,000,000)
      3,460,000,000  
 

   
% of Net Assets
   
Value ($)
 
       
Total Investment Portfolio (Cost $18,967,901,803) †
    93.8       18,967,901,803  
Other Assets and Liabilities, Net
    6.2       1,246,340,349  
Net Assets
    100.0       20,214,242,152  
 
* Floating rate securities' yields vary with a designated market index or market rate, such as the coupon-equivalent of the U.S. Treasury Bill rate. These securities are shown at their current rate as of December 31, 2013.
 
** Annualized yield at time of purchase; not a coupon rate.
 
*** Variable rate demand notes and variable rate demand preferred shares are securities whose interest rates are reset periodically at market levels. These securities are payable on demand and are shown at their current rates as of December 31, 2013.
 
† The cost for federal income tax purposes was $18,967,901,803.
 
(a) Government-backed debt issued by financial companies or government sponsored enterprises.
 
(b) Collateralized by $3,538,275,200 U.S. Treasury Bond, 3.0%, maturing on 5/15/2042 with a value of $3,000,005,018.
 
(c) Collateralized by:
Principal Amount ($)
 
Security
 
Rate (%)
 
Maturity Date
 
Collateral Value ($)
 
  3,473,658  
Access Group, Inc.
    0.418–1.538  
11/22/2024– 10/27/2025
    3,497,076  
  14,997  
Ally Auto Receivables Trust
    2.23  
3/15/2016
    15,128  
  1,000,000  
AmeriCredit Automobile Receivables Trust
    2.64  
10/10/2017
    1,030,213  
  2,626,863  
Babson CLO, Inc.
    0.471  
1/18/2021
    2,581,555  
  170,000  
Banc of America Commercial Mortgage Trust
    5.747  
2/10/2051
    188,426  
  3,255,000  
Banc of America Merrill Lynch Commercial Mortgage, Inc.
    4.933  
7/10/2045
    3,428,243  
  985,866,640  
Bear Stearns Commercial Mortgage Securities Trust
    0.099  
2/11/2044
    10,231,617  
  58,721  
Brazos Higher Education Authority
    0.356  
9/25/2023
    58,676  
  15,151  
Chase Funding Trust
    0.745  
11/25/2034
    14,101  
  17,032,000  
Chase Issuance Trust
    0.267–0.587  
5/16/2016– 11/16/2020
    17,019,076  
  2,607,513  
Citigroup Mortgage Loan Trust, Inc.
    0.81  
8/25/2035
    2,553,756  
  27,070,297  
College Loan Corp Trust I
    0.328–5.22  
4/15/2025– 1/25/2047
    24,158,498  
  836,748  
Collegiate Funding Services Education Loan Trust
    0.337  
12/28/2021
    1,161,109  
  898,840,513  
Commercial Mortgage Trust
    0.095  
12/10/2049
    8,683,564  
  4,186,968  
Conseco Finance Home Equity Loan Trust
    8.0  
6/15/2032
    4,587,357  
  28,289,001  
GCO Education Loan Funding Trust
    0.368  
5/25/2025
    27,604,758  
  14,029,297  
Goal Capital Funding Trust
    0.358  
11/25/2026
    15,158,622  
  1,786,841  
GSAMP Trust
    1.065  
10/25/2034
    1,574,710  
  4,475,000  
Higher Education Funding I
 
Zero Coupon
 
1/1/2044
    3,335,219  
  5,000,000  
ING IM CLO Ltd.
    1.384  
4/15/2024
    4,908,695  
  485,124,755  
JP Morgan Chase Commercial Mortgage Securities Trust
    0.064  
12/12/2044
    897,408  
  86,494,771  
KKR Financial CLO Corp.
    0.994  
10/15/2017
    86,311,547  
  145,235,366  
LB-UBS Commercial Mortgage Trust
    0.208  
11/15/2040
    535,212  
  6,654,428  
Merrill Lynch Mortgage Investors Trust
    0.365  
8/25/2036
    6,449,443  
  136,510,822  
Morgan Stanley Capital I Trust
    1.221  
6/15/2044
    6,329,461  
  5,194,160  
Nelnet Student Loan Trust
    0.318–0.398  
11/23/2022– 1/25/2037
    5,179,940  
  983,768  
Northstar Education Finance, Inc.
    0.338– 0.448  
5/28/2026– 10/28/2026
    1,232,345  
  6,400,000  
OZLM Funding Ltd.
    1.778  
1/17/2026
    6,390,964  
  29,423,261  
Regatta Funding Ltd.
    0.493  
6/15/2020
    34,688,292  
  383,567  
Santander Drive Auto Receivables Trust
    2.35–2.94  
11/16/2015– 12/15/2017
    386,155  
  1,024,168  
Scholar Funding Trust
    0.567  
10/28/2025
    1,016,855  
  3,179,552  
SLC Private Student Loan Trust
    4.75  
6/15/2033
    2,890,416  
  23,000,000  
SLM Private Credit Student Loan Trust
    0.513–0.573  
3/15/2024– 12/15/2039
    20,279,435  
  15,892,088  
SLM Student Loan Trust
    0.565–1.443  
1/25/2021– 12/15/2033
    15,884,696  
  50,246,111  
US Education Loan Trust IV LLC
    0.35–0.369  
3/1/2025– 9/1/2047
    42,146,599  
Total Collateral Value
    362,409,167  
 
(d) Collateralized by:
Principal Amount ($)
 
Security
 
Rate (%)
 
Maturity Date
 
Collateral Value ($)
 
  2,000,000  
Alabama Power Capital Trust V
    3.347  
10/1/2042
    1,879,200  
  1,800,000  
Altria Group, Inc.
    4.0  
1/31/2024
    1,771,520  
  1,000,000  
American International Group, Inc.
    3.375  
8/15/2020
    1,020,770  
  604,000  
Ameriprise Financial, Inc.
    7.518  
6/1/2066
    672,714  
  7,707,471  
Australia & New Zealand Banking Group Ltd.
    0.853–2.4  
10/6/2015– 11/23/2016
    7,970,511  
  1,000,000  
Bank of America Corp.
    2.6  
1/15/2019
    1,010,645  
  7,170,000  
Bank of Montreal
    1.3–2.63  
10/31/2014– 1/30/2017
    7,360,100  
  5,836,403  
Bank of Nova Scotia
    1.05–2.15  
3/20/2015– 8/3/2016
    6,003,336  
  4,530,000  
Canadian Imperial Bank of Commerce
    0.9–2.75  
9/19/2014– 1/27/2016
    4,699,629  
  2,912,000  
Citigroup, Inc.
    1.3–5.375  
11/15/2016– 5/15/2023
    2,992,505  
  763,706  
Coca-Cola Co.
    2.45  
11/1/2020
    746,044  
  1,410,973  
Colgate-Palmolive Co.
    1.25  
5/1/2014
    1,418,597  
  145,000  
Comcast Corp.
    2.85  
1/15/2023
    136,286  
  500,000  
Darden Restaurants, Inc.
    4.5  
10/15/2021
    484,520  
  1,000,000  
DDR Corp.
    3.5  
1/15/2021
    981,833  
  1,000,000  
Deutsche Bank AG
    4.296  
5/24/2028
    916,745  
  3,000,000  
DIRECTV Holdings LLC
    3.8  
3/15/2022
    2,905,437  
  740,000  
DNB Boligkreditt AS
    2.1–2.9  
10/14/2015– 3/29/2016
    775,096  
  3,000,000  
Five Corners Funding Trust
    4.419  
11/15/2023
    2,971,467  
  3,591,614  
Genworth Holdings, Inc.
    4.8–4.9  
8/15/2023– 2/15/2024
    3,643,137  
  200,000  
Hartford Financial Services Group, Inc.
    6.1  
10/1/2041
    232,926  
  2,500,000  
Hewlett-Packard Co.
    4.65  
12/9/2021
    2,586,404  
  2,200,000  
Hydro-Quebec
    8.05  
7/7/2024
    3,022,708  
  2,738,746  
International Business Machines Corp.
    3.375  
8/1/2023
    2,713,337  
  3,687,204  
Johnson & Johnson
    3.375–4.375  
12/5/2023– 12/5/2033
    3,697,191  
  75,000  
JPMorgan Chase & Co.
    5.4  
1/6/2042
    83,027  
  3,820,000  
Lorillard Tobacco Co.
    3.75  
5/20/2023
    3,501,874  
  800,000  
Molson Coors Brewing Co.
    2.0  
5/1/2017
    806,227  
  1,000,000  
Morgan Stanley
    5.0  
11/24/2025
    1,011,077  
  2,410,000  
National Australia Bank Ltd.
    1.25–2.0  
6/20/2017– 3/8/2018
    2,387,801  
  925,000  
Norfolk Southern Corp.
    3.85  
1/15/2024
    914,786  
  3,500,000  
Novartis Capital Corp.
    4.125  
2/10/2014
    3,570,582  
  3,000,000  
Pacific LifeCorp
    5.125  
1/30/2043
    2,817,350  
  500,000  
Piedmont Operating Partnership LP
    3.4  
6/1/2023
    446,222  
  3,250,000  
Plains Exploration & Production Co.
    6.5  
11/15/2020
    3,594,583  
  2,000,000  
PNC Financial Services Group, Inc.
    6.75  
NA
    2,140,630  
  3,475,000  
Qwest Corp.
    6.875  
9/15/2033
    3,406,345  
  3,767,481  
Royal Bank of Canada
    0.625  
12/4/2015
    3,767,928  
  3,000,000  
Sumitomo Mitsui Trust Bank Ltd.
    1.024  
9/16/2016
    3,015,654  
  3,000,000  
Thermo Fisher Scientific, Inc.
    1.3–4.15  
2/1/2017– 2/1/2024
    2,983,628  
  7,646,397  
The Toronto-Dominion Bank
    1.5–2.2  
7/29/2015– 3/13/2017
    7,903,813  
  100,000  
The Travelers Companies, Inc.
    5.35  
11/1/2040
    110,600  
  750,000  
Trinity Acquisition PLC
    6.125  
8/15/2043
    779,309  
  3,250,000  
Verizon Communications, Inc.
    3.65–6.55  
9/14/2018– 9/15/2043
    3,852,398  
  2,870,000  
Westpac Banking Corp.
    1.375–2.45  
11/28/2016– 5/30/2018
    2,812,592  
  2,000,000  
Yum! Brands, Inc.
    3.875–5.35  
11/1/2023– 11/1/2043
    1,962,081  
Total Collateral Value
    114,481,165  
 
144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
 
AMT: Subject to alternative minimum tax.
 
GTY: Guaranty Agreement
 
LIQ: Liquidity Facility
 
LOC: Letter of Credit
 
SPA: Standby Bond Purchase Agreement
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.
 
The following is a summary of the inputs used as of December 31, 2013 in valuing the Portfolio's investments. For information on the Portfolio's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
Assets
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
Investments in Securities (e)
  $ —     $ 15,507,901,803     $ —     $ 15,507,901,803  
Repurchase Agreements
    —       3,460,000,000       —       3,460,000,000  
Total
  $ —     $ 18,967,901,803     $ —     $ 18,967,901,803  
 
There have been no transfers between fair value measurement levels during the year ended December 31, 2013.
 
(e) See Investment Portfolio for additional detailed categorizations.
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Assets and Liabilities
as of December 31, 2013
 
Assets
 
Investments:
Investments in non-affiliated securities, valued at amortized cost
  $ 15,507,901,803  
Repurchase agreements, valued at amortized cost
    3,460,000,000  
Total investments, valued at amortized cost
    18,967,901,803  
Cash
    1,092,819,530  
Receivable for investments sold
    151,072,768  
Interest receivable
    4,778,848  
Other assets
    375,168  
Total assets
    20,216,948,117  
Liabilities
 
Accrued management fee
    1,741,688  
Accrued Trustees' fees
    322,246  
Other accrued expenses and payables
    642,031  
Total liabilities
    2,705,965  
Net assets, at value
  $ 20,214,242,152  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Operations
for the year ended December 31, 2013
 
Investment Income
 
Income:
Interest
  $ 52,842,375  
Expenses:
Management fee
    30,735,594  
Administration fee
    7,318,269  
Custodian fee
    296,803  
Professional fees
    260,360  
Reports to shareholders
    18,713  
Trustees' fees and expenses
    861,306  
Other
    472,263  
Total expenses before expense reductions
    39,963,308  
Expense reductions
    (5,810,733 )
Total expenses after expense reductions
    34,152,575  
Net investment income
    18,689,800  
Net realized gain (loss) from investments
    269,542  
Net increase (decrease) in net assets resulting from operations
  $ 18,959,342  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Changes in Net Assets
   
Years Ended December 31,
 
Increase (Decrease) in Net Assets
 
2013
   
2012
 
Operations:
Net investment income
  $ 18,689,800     $ 32,909,674  
Net realized gain (loss)
    269,542       149,845  
Net increase (decrease) in net assets resulting from operations
    18,959,342       33,059,519  
Capital transactions in shares of beneficial interest:
Proceeds from capital invested
    203,102,122,625       209,300,376,621  
Value of capital withdrawn
    (207,716,596,936 )     (205,307,855,694 )
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest
    (4,614,474,311 )     3,992,520,927  
Increase (decrease) in net assets
    (4,595,514,969 )     4,025,580,446  
Net assets at beginning of period
    24,809,757,121       20,784,176,675  
Net assets at end of period
  $ 20,214,242,152     $ 24,809,757,121  
 
The accompanying notes are an integral part of the financial statements.
 
Financial Highlights
   
Years Ended December 31,
 
     
2013
   
2012
   
2011
   
2010
   
2009
 
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    20,214       24,810       20,784       34,432       42,466  
Ratio of expenses before expense reductions (%)
    .16       .17       .16       .17       .16  
Ratio of expenses after expense reductions (%)
    .14       .14       .15       .16       .14  
Ratio of net investment income (%)
    .08       .14       .10       .16       .43  
Total Return (%) a,b
    .08       .14       .11       .17       .48  
a Total return would have been lower had certain expenses not been reduced.
b Total return for the Portfolio was derived from the performance of Cash Reserves Fund Institutional.
 
 
Notes to Financial Statements
 
A. Organization and Significant Accounting Policies
 
Cash Management Portfolio (the "Portfolio'') is registered under the Investment Company Act of 1940, as amended (the "1940 Act''), as an open-end management investment company organized as a New York trust.
 
The Portfolio is a master fund. A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio may have several feeder funds, including affiliated DWS feeder funds and unaffiliated feeder funds; with a significant ownership percentage of the Portfolio's net assets. Investment activities of these feeder funds could have a material impact on the Portfolio. As of December 31, 2013, Cash Management Fund, Cash Reserves Fund Institutional, Cash Reserves Fund — Prime Series and DWS Money Market Series owned approximately 8%, 7%, 4% and 79%, respectively, of the Portfolio.
 
The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Portfolio in the preparation of its financial statements.
 
Security Valuation. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Fund are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.
 
The Portfolio values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.
 
Repurchase Agreements. The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, with certain banks and broker/dealers whereby the Portfolio, through its custodian or a sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank or another designated subcustodian holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Portfolio has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Portfolio's claims on the collateral may be subject to legal proceedings.
 
As of December 31, 2013, the Portfolio had investments in repurchase agreements with a gross value of $3,460,000,000. The value of the related collateral exceeded the value of the repurchase agreements at period end. The detail of the related collateral is included in the footnotes following the Portfolio's Investment Portfolio.
 
Federal Income Taxes. The Portfolio is considered a Partnership under the Internal Revenue Code, as amended. Therefore, no federal income tax provision is necessary.
 
It is intended that the Portfolio's assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.
 
The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2013 and has determined that no provision for income tax is required in the Portfolio's financial statements. The Portfolio's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
 
Contingencies. In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet been made. However, based on experience, the Portfolio expects the risk of loss to be remote.
 
Other. Investment transactions are accounted for on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes.
 
The Portfolio makes an allocation of its net investment income and realized gains and losses from securities transactions to its investors in proportion to their investment in the Portfolio.
 
B. Fees and Transactions with Affiliates
 
Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio.
 
Under the Investment Management Agreement, the Portfolio pays the Advisor a monthly management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:
First $3.0 billion of the Portfolio's average daily net assets
    .1500 %
Next $4.5 billion of such net assets
    .1325 %
Over $7.5 billion of such net assets
    .1200 %
 
For the period from January 1, 2013 through December 31, 2013, the Advisor has voluntarily agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.14% of the Fund's average daily net assets. This voluntary waiver or reimbursement may be terminated at any time at the option of the Advisor.
 
For the year ended December 31, 2013, the Advisor waived a portion of its management fee aggregating $5,810,733, and the amount charged aggregated $24,924,861, which was equivalent to an annual effective rate of 0.10% of the Portfolio's average daily net assets.
 
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio pays the Advisor an annual fee ("Administration Fee") of 0.03% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2013, the Administration Fee was $7,318,269, of which $516,750 is unpaid.
 
Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain regulatory filing services to the Portfolio. For the year ended December 31, 2013, the amount charged to the Portfolio by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $1,459, of which $872 is unpaid.
 
Trustees' Fees and Expenses. The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.
 
C. Line of Credit
 
The Portfolio and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Portfolio may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at December 31, 2013.
 
Report of Independent Registered Public Accounting Firm
 
To the Trustees and Holders of Beneficial Interest of Cash Management Portfolio:
 
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights presents fairly, in all material respects, the financial position of Cash Management Portfolio (hereafter referred to as the "Portfolio'') at December 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements'') are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
Boston, Massachusetts
February 21, 2014
PricewaterhouseCoopers LLP
 
Other Information
 
Proxy Voting
 
The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund's voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — sec.gov. To obtain a written copy of each fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.
 
Portfolio Holdings
 
Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. In addition, each month, information about the Fund and its portfolio holdings is filed with the SEC on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. These forms will be available on the SEC's Web site at sec.gov, and they may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The Fund's portfolio holdings are also posted on dws-investments.com from time to time. Please see the Fund's current prospectus for more information.
 
Money Market Fund Reform
 
In June 2013, the SEC proposed money market fund reform intended to address perceived systemic risks associated with money market funds and to improve transparency for money market fund investors. The Financial Stability Oversight Council (FSOC), a board of U.S. regulators established by the Dodd-Frank Act, had also previously proposed similar recommendations for money market fund reform. If one or more of the SEC or FSOC proposals for money market fund reform were to be adopted in the future, such regulatory action may affect the fund's operations and/or return potential.
 
Advisory Agreement Board Considerations and Fee Evaluation
 
Cash Reserve Fund — Prime Series (the "Fund"), a series of Cash Reserve Fund, Inc., invests all of its assets in Cash Management Portfolio (the "Portfolio") in order to achieve its investment objective. The Portfolio's Board of Trustees approved the renewal of the Portfolio's investment management agreement (the "Portfolio Agreement") with Deutsche Investment Management Americas Inc. ("DIMA") and the Fund's Board of Directors (which consists of the same members as the Board of Trustees of the Portfolio) approved the renewal of the Fund's investment management agreement with DIMA (the "Fund Agreement," and together with the Portfolio Agreement, the "Agreements") in September 2013. The Portfolio's Board of Trustees and the Fund's Board of Directors are collectively referred to as the "Board."
 
In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:
 
— In September 2013, all of the Portfolio's Trustees and the Fund's Directors were independent of DIMA and its affiliates.
 
— The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Fixed Income and Asset Allocation Oversight Committee, reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of performance, fees and expenses, and profitability compiled by a fee consultant retained by the Portfolio's and the Fund's Independent Trustees/Directors (the "Fee Consultant"). The Board also received extensive information throughout the year regarding performance of the Portfolio and the Fund.
 
— The Independent Trustees/Directors regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Trustees/Directors were also advised by the Fee Consultant in the course of their review of the Portfolio's and the Fund's contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.
 
— In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund's Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.
 
— Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee's findings and recommendations.
 
In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Portfolio and the Fund since their inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Portfolio and the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Portfolio and the Fund, and that the Fund Agreement was approved by the Fund's shareholders. DIMA is part of Deutsche Bank AG, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.
 
As part of the contract review process, the Board carefully considered the fees and expenses of each DWS fund overseen by the Board in light of the fund's performance. In many cases, this led to a negotiation with DIMA of lower expense caps as part of the 2012 and 2013 contract review processes than had previously been in place. As part of these negotiations, the Board indicated that it would consider relaxing these new lower caps in future years following sustained improvements in performance, among other considerations.
 
In June 2012, Deutsche Bank AG ("DB"), DIMA's parent company, announced that DB would combine its Asset Management (of which DIMA was a part) and Wealth Management divisions. DB has advised the Independent Trustees/Directors that the U.S. asset management business is a critical and integral part of DB, and that it has, and will continue to, reinvest a significant portion of the substantial savings it expects to realize by combining its Asset Management and Wealth Management divisions into the new Asset and Wealth Management ("AWM") division, including ongoing enhancements to its investment capabilities. DB also has confirmed its commitment to maintaining strong legal and compliance groups within the AWM division.
 
While shareholders may focus primarily on fund performance and fees, the Board considers these and many other factors, including the quality and integrity of DIMA's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.
 
Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DIMA provides portfolio management services to the Portfolio and the Fund and that, pursuant to separate administrative services agreements, DIMA provides administrative services to the Portfolio and the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board reviewed the Portfolio's and the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including a peer universe compiled by the Fee Consultant using information supplied by iMoneyNet, an independent fund data service. The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by an independent fund data service), and receives more frequent reporting and information from DIMA regarding such funds, along with DIMA's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one- and three-year periods ended December 31, 2012, the Fund's gross performance (Cash Reserve Prime Shares) was in the 2nd quartile and 3rd quartile, respectively, of the applicable iMoneyNet universe (the 1st quartile being the best performers and the 4th quartile being the worst performers).
 
Fees and Expenses. The Board considered the Portfolio's and the Fund's investment management fee schedules and the Fund's operating expenses and total expense ratios, and comparative information provided by Lipper Inc. ("Lipper") and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Portfolio and the Fund, which include 0.03% and 0.10% fees paid to DIMA under the respective administrative services agreements, were higher than the median (3rd quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2012). The Board noted that, although shareholders of the Fund indirectly bear the Portfolio's management fee, the Fund does not charge an additional investment management fee. The Board noted that the Fund's total (net) operating expenses, which include Portfolio expenses allocated to the Fund, were higher than the median of the applicable Lipper expense universe for the Prime Institutional Shares (3rd quartile), Managed Shares (4th quartile) and Cash Reserve Prime Shares (4th quartile) (based on Lipper data provided as of December 31, 2012). The Board considered the Portfolio's management fee rate as compared to fees charged by DIMA to comparable funds and considered differences between the Portfolio and the comparable funds. The Board also considered how the Fund's total (net) operating expenses compared to the total (net) operating expenses of a more customized peer group selected by Lipper (based on such factors as asset size). The Board noted the expense limitation agreed to by DIMA. The Board also noted the significant voluntary fee waivers implemented by DIMA to ensure the Fund maintained a positive yield.
 
The information considered by the Board as part of its review of management fees included information regarding fees charged by DIMA and its affiliates to similar institutional accounts and to similar funds offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS U.S. mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.
 
On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.
 
Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreements. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available.
 
Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Portfolio and the Fund and whether the Portfolio and the Fund benefit from any economies of scale. The Board noted that the Portfolio's management fee schedule includes fee breakpoints. The Board concluded that the Portfolio's and the Fund's fee schedules represent an appropriate sharing between the Portfolio and the Fund, as the case may be, and DIMA of such economies of scale as may exist in the management of the Portfolio and the Fund at current asset levels.
 
Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Portfolio and the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.
 
Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DIMA's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.
 
Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreements is in the best interests of the Portfolio and the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees/Directors and their independent counsel present. It is possible that individual Trustees/Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.
 
Board Members and Officers
 
The following table presents certain information regarding the Board Members and Officers of the fund. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Kenneth C. Froewiss, Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.
 
Independent Board Members
Name, Year of Birth, Position with the Fund and Length of Time Served 1
 
Business Experience and Directorships During the Past Five Years
Number of Funds in DWS Fund Complex Overseen
Other Directorships Held by Board Member
Kenneth C. Froewiss (1945)
Chairperson since 2013, and Board Member since 2001
 
Adjunct Professor of Finance, NYU Stern School of Business (September 2009–present; Clinical Professor from 1997–September 2009); Member, Finance Committee, Association for Asian Studies (2002–present); Director, Mitsui Sumitomo Insurance Group (US) (2004–present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)
103
—
William McClayton (1944)
Vice Chairperson since 2013, and Board Member since 2004
 
Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival
103
—
John W. Ballantine (1946)
Board Member since 1999
 
Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Stockwell Capital Investments PLC (private equity); First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International
103
Chairman of the Board, Healthways, Inc. 2 (provider of disease and care management services) (2003– present); Portland General Electric 2 (utility company) (2003– present)
Henry P. Becton, Jr. (1943)
Board Member since 1990
 
Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); North Bennett Street School (Boston); former Directorships: The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College
103
Lead Director, Becton Dickinson and Company 2 (medical technology company); Lead Director, Belo Corporation 2 (media company)
Dawn-Marie Driscoll (1946)
Board Member since 1987
 
President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978–1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Chairman of the Board of Trustees, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)
103
—
Keith R. Fox, CFA (1954)
Board Member since 1996
 
Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)
103
—
Paul K. Freeman (1950)
Board Member since 1993
 
Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Denver Zoo Foundation (December 2012–present); former Directorships: Prisma Energy International
103
—
Richard J. Herring (1946)
Board Member since 1990
 
Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995–June 2000); Director, Lauder Institute of International Management Studies (July 2000–June 2006)
103
Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
Rebecca W. Rimel (1951)
Board Member since 1995
 
President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care 2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)
103
Director, Becton Dickinson and Company 2 (medical technology company) (2012– present); Director, CardioNet, Inc. 2 (health care) (2009– present)
William N. Searcy, Jr. (1946)
Board Member since 1993
 
Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation 2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)
103
—
Jean Gleason Stromberg (1943)
Board Member since 1997
 
Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978–1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)
103
—
Robert H. Wadsworth
(1940)
Board Member since 1999
 
President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association
106
—
 

Officers 4
Name, Year of Birth, Position with the Fund and Length of Time Served 5
 
Business Experience and Directorships During the Past Five Years
Brian E. Binder 8,9 (1972)
President and Chief Executive Officer, 2013–present
 
Managing Director 3 and Head of Fund Administration, Deutsche Asset & Wealth Management (2013–present); formerly: Head of Business Management and Consulting at Invesco, Ltd. (2010–2012); Chief Administrative Officer, Van Kampen Funds Inc. (2008–2010); and Chief Administrative Officer, Morgan Stanley Investment Management Americas Distribution (2003–2008)
John Millette 7 (1962)
Vice President and Secretary, 1999–present
 
Director, 3 Deutsche Asset & Wealth Management
Paul H. Schubert 6 (1963)
Chief Financial Officer, 2004–present
Treasurer, 2005–present
 
Managing Director, 3 Deutsche Asset & Wealth Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998–2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994–1998)
Caroline Pearson 7 (1962)
Chief Legal Officer,
2010–present
 
Managing Director, 3 Deutsche Asset & Wealth Management; formerly: Assistant Secretary for DWS family of funds (1997–2010)
Melinda Morrow 6 (1970)
Vice President,
2012–present
 
Director, 3 Deutsche Asset & Wealth Management
Hepsen Uzcan 7 (1974)
Assistant Secretary, 2013–present
 
Vice President, Deutsche Asset & Wealth Management
Paul Antosca 7 (1957)
Assistant Treasurer, 2007–present
 
Director, 3 Deutsche Asset & Wealth Management
Jack Clark 7 (1967)
Assistant Treasurer, 2007–present
 
Director, 3 Deutsche Asset & Wealth Management
Diane Kenneally 7 (1966)
Assistant Treasurer, 2007–present
 
Director, 3 Deutsche Asset & Wealth Management
John Caruso 6 (1965)
Anti-Money Laundering Compliance Officer, 2010–present
 
Managing Director, 3 Deutsche Asset & Wealth Management
Robert Kloby 6 (1962)
Chief Compliance Officer, 2006–present
 
Managing Director, 3 Deutsche Asset & Wealth Management
 
1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.
 
2 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
 
3 Executive title, not a board directorship.
 
4 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.
 
5 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.
 
6 Address: 60 Wall Street, New York, NY 10005.
 
7 Address: One Beacon Street, Boston, MA 02108.
 
8 Address: 222 South Riverside Plaza, Chicago, IL 60606.
 
9 Effective as of December 1, 2013.
 
The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.
 
Notes
 
Notes
 
Notes
 
Notes
 
Notes
 
Notes
 
Notes
 
 
   
ITEM 2.
CODE OF ETHICS
   
 
As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.
 
There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.
 
A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
   
ITEM 3.
AUDIT COMMITTEE FINANCIAL EXPERT
   
 
The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
   
ITEM 4.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
   
 
CASH RESERVES FUND PRIME SERIES
FORM N-CSR DISCLOSURE RE: AUDIT FEES
 
The following table shows the amount of fees that PricewaterhouseCoopers, LLP (“PWC”), the Fund’s independent registered public accounting firm, billed to the Fund during the Fund’s last two fiscal years.  The Audit Committee approved in advance all audit services and non-audit services that PWC provided to the Fund.
 
Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund
 
Fiscal Year Ended December 31,
 
Audit Fees Billed to Fund
   
Audit-Related
Fees Billed to Fund
   
Tax Fees Billed to Fund
   
All
Other Fees Billed to Fund
 
2013
  $ 19,437     $ 0     $ 0     $ 0  
2012
  $ 19,405     $ 0     $ 0     $ 0  

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers
 
The following table shows the amount of fees billed by PWC to Deutsche Investment Management Americas Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.
 
Fiscal Year Ended December 31,
 
Audit-Related
Fees Billed   to Adviser and Affiliated Fund Service Providers
   
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
   
All
Other Fees Billed to Adviser and Affiliated Fund Service Providers
 
2013
  $ 0     $ 66,535     $ 0  
2012
  $ 0     $ 56,300     $ 0  

The “Tax Fees Billed to the Advisor” were billed for services associated with foreign tax filings.
 
Non-Audit Services
 
The following table shows the amount of fees that PWC billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that PWC provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from PWC about any non-audit services that PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider.  The Committee considered this information in evaluating PWC’s independence.

Fiscal Year Ended December 31,
 
Total
Non-Audit Fees Billed to Fund
(A)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C)
   
Total of (A), (B)
and (C)
 
2013
  $ 0     $ 66,535     $ 0     $ 66,535  
2012
  $ 0     $ 56,300     $ 0     $ 56,300  


Audit Committee Pre-Approval Policies and Procedures.  Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of each Fund’s Audit Committee may grant the pre-approval for non-audit services described in items (i) and (ii) above for non-prohibited services for engagements of less than $100,000.  All such delegated pre approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

According to the registrant’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.

***
 
   
ITEM 5.
AUDIT COMMITTEE OF LISTED REGISTRANTS
   
 
Not applicable
   
ITEM 6.
SCHEDULE OF INVESTMENTS
   
 
Not applicable
   
ITEM 7.
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 8.
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 9.
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
   
 
Not applicable
   
ITEM 10.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
 
There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.
   
ITEM 11.
CONTROLS AND PROCEDURES
   
 
(a)
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
   
 
(b)
There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
   
ITEM 12.
EXHIBITS
   
 
(a)(1)
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
   
 
(a)(2)
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
   
 
(b)
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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:
Prime Series, a series of Cash Reserve Fund, Inc.
   
   
By:
/s/Brian E. Binder
Brian E. Binder
President
   
Date:
February 28, 2014


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:
/s/Brian E. Binder
Brian E. Binder
President
   
Date:
February 28, 2014
   
   
   
By:
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
   
Date:
February 28, 2014

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