PAINEWEBBER CASHFUND INC
497, 1995-06-06
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<PAGE>
 
                          PAINEWEBBER CASH FUND, INC.
                 SUPPLEMENT TO PROSPECTUS DATED AUGUST 1, 1994

The following paragraphs replace the first and second paragraphs appearing under
the caption "Purchases" on page 8 of the Prospectus:

GENERAL. Shares of the Fund are available through PaineWebber and its 
correspondent firms. Investors may contact a local PaineWebber office to open an
account. The minimum initial investment is $1,000. Thereafter, free credit cash 
balances (including proceeds from securities sold) of $500 or more will be 
automatically invested or "swept" into shares of the Fund daily for settlement 
on the next Business Day and cash balances of $1 or more are "swept" on the next
to last Business Day of the month for settlement on the last Business Day of the
month. A "Business Day" is any day on which the Philadelphia offices of the
Fund's custodian, PNC Bank, National Association ("Custodian"), and the New York
City offices of PaineWebber and PaineWebber's bank, The Bank of New York, are
all open for business. The Fund and PaineWebber reserve the right to reject any
purchase order and to suspend the offering of Fund shares for a period of time.

An order to purchase Fund shares will be executed on the Business Day on which 
federal funds become available to the Fund, at the Fund's next-determined net 
asset value per share. "Federal funds" are funds deposited by a commercial bank 
in an account of another bank in one day and thus may be made immediately 
available to the Fund through its Custodian.

Dated: June 5, 1995

<PAGE>
 
PaineWebber                                                       August 1, 1994

CASHFUND, INC.

1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
 
 
A PROFESSIONALLY MANAGED MONEY MARKET FUND, INVESTING IN HIGH-GRADE MONEY
MARKET INSTRUMENTS, DESIGNED TO PROVIDE:
 
[_] Current Income
[_] Stability of Principal
[_] High Liquidity
 
This Prospectus concisely sets forth information
about the Fund a prospective investor should know
before investing. Please retain this Prospectus
for future reference.
 
A Statement of Additional Information dated August
1, 1994 (which is incorporated by reference
herein) has been filed with the Securities and
Exchange Commission ("SEC"). The Statement of
Additional Information can be obtained without
charge, and further inquiries can be made, by
contacting the Fund, your PaineWebber investment
executive or PaineWebber's correspondent firms or
by calling toll-free 1-800-441-7756.
 
AN INVESTMENT IN THE FUND IS                     
NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT. WHILE
THE FUND SEEKS TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00
PER SHARE, THERE CAN BE NO
ASSURANCE THAT IT WILL BE ABLE
TO DO SO.
 
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS
ANY SUCH COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         Table of Contents              
<TABLE>                                 
                                        
<S>                              <C>    
Highlights......................   2     
Financial Highlights............   4     
Investment Objective and Poli-          
 cies...........................   4    
Purchases.......................   8    
Redemptions.....................   9    
Valuation of Shares.............  12    
Dividends and Taxes.............  12    
Management......................  13    
Performance Information.........  14    
General Information.............  15    
</TABLE>                                 
<PAGE>
 
                           PAINEWEBBER CASHFUND, INC.
 
                                   HIGHLIGHTS
 
  See the body of the Prospectus for more information on the topics discussed
in these highlights.
 
The Fund:          PaineWebber Cashfund, Inc. ("Fund") is a professionally
                   managed, diversified no-load money market fund that started
                   operations on May 1, 1978.
 
Investment         Current income, stability of principal and high liquidity;
 Objective and     invests primarily in high-grade money market instruments.
 Policies:
 
Total Net Assets:  Over $3.4 billion as of June 30, 1994.
 
Distributor and    PaineWebber Incorporated ("PaineWebber"). See
 Investment        "Management."
 Adviser:
 
Sub-adviser:       Mitchell Hutchins Asset Management Inc. ("Mitchell
                   Hutchins").
 
Purchases:         Shares of common stock are available exclusively through
                   PaineWebber and its correspondent firms. See "Purchases."
 
Redemptions:       Shares may be redeemed through PaineWebber or its
                   correspondent firms. See "Redemptions."
 
Yield:             Based on current money market rates; quoted in the financial
                   section of most newspapers.
 
Dividends:         Declared daily and paid monthly. See "Dividends and Taxes."
 
Reinvestment:      All dividends are automatically paid in Fund shares.
 
Minimum Purchase:  $5,000 for first purchase; $500 for subsequent purchases.
 
Purchase Methods:  Instruct investment executive to apply funds held in
                   account, send investment executive bank/personal check
                   payable to "PaineWebber Cashfund, Inc." or wire federal
                   funds to: Bank of New York, ABA 021-000018, PaineWebber
                   Cashfund, Inc., A/C 890-0114-061, OBI=FBO [Account
                   Name]/[PaineWebber Account Number].
 
Checkwriting:      Available to qualified shareholders upon request. Unlimited
                   number of checks. Minimum amount per check: $500.
 
Public Offering    Net asset value, which the Fund seeks to maintain at $1.00
 Price:            per share.
 
                                       2
<PAGE>
 
 
  WHO SHOULD INVEST. The Fund is designed for investors seeking safety, liquid-
ity and current income. The Fund provides a convenient means for investors to
enjoy current income at money market rates with minimal risk of fluctuation of
principal.
 
  RISK FACTORS. There can be no assurance that the Fund will achieve its in-
vestment objective. In periods of declining interest rates the Fund's yield
will tend to be somewhat higher than prevailing market rates, and in periods of
rising interest rates the Fund's yield generally will be somewhat lower. See
"Investment Objective and Policies."
 
  EXPENSES OF INVESTING IN THE FUND. The following tables are intended to as-
sist investors in understanding the expenses associated with investing in the
Fund.
 
                        SHAREHOLDER TRANSACTION EXPENSES
 
<TABLE>
   <S>                                                                     <C> 
   Sales charge on purchases of shares....................................  None
   Sales charge on reinvested dividends...................................  None
   Redemption fee or deferred sales charge................................  None
<CAPTION>  
                         ANNUAL FUND OPERATING EXPENSES
                    (as a percentage of average net assets)
   <S>                                                                     <C>  
   Management fees........................................................ 0.39%
   12b-1 fees.............................................................  None
   Other expenses......................................................... 0.22%
                                                                           -----
   Total Operating Expenses............................................... 0.61%
                                                                           =====
</TABLE>
 
                       EXAMPLE OF EFFECT OF FUND EXPENSES
 
  An investor would pay directly or indirectly the following expenses on a
$1,000 investment in the Fund, assuming a 5% annual return:
 
<TABLE>
<CAPTION>
        ONE YEAR     THREE YEARS     FIVE YEARS     TEN YEARS
        --------     -----------     ----------     ---------
        <S>          <C>             <C>            <C>
           $6            $20             $34            $76
</TABLE>                          
                                  
  The "Example" assumes that all  dividends are reinvested and that the percent-
age amounts listed under Annual Fund Operating Expenses remain the same in the
years shown. The above tables and the assumption in the Example of a 5% annual
return are required by regulations of the SEC applicable to all mutual funds;
the assumed 5% annual return is not a prediction of, and does not represent,
the Fund's projected or actual performance.
 
  THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES, AND THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN. The actual expenses of the Fund will depend upon, among other things,
the level of average net assets and the extent to which the Fund incurs vari-
able expenses, such as transfer agency costs.
 
                                       3
<PAGE>
 
PaineWebber
 
- ---------------------   ------------------------------------------------------- 
                        Financial Highlights
 
                        The table below provides selected per share data and
                        ratios for one share of the Fund for the periods shown.
                        This information is supplemented by the financial
                        statements and accompanying notes appearing in the
                        Fund's Annual Report to Shareholders for the fiscal year
                        ended March 31, 1994, which are incorporated by
                        reference into the Statement of Additional Information.
                        The financial statements and notes, as well as the
                        information in the table appearing below insofar as it
                        relates to each of the five years in the period ended
                        March 31, 1994, have been audited by Ernst & Young,
                        independent auditors, whose report thereon is included
                        in the Annual Report to Shareholders. The information 
                        appearing below for the five years ended March 31, 1989
                        also have been audited by Ernst & Young, whose reports
                        thereon were unqualified.
 
<TABLE>
<CAPTION>

                                                             FOR THE YEARS ENDED MARCH 31,                                      
                     -----------------------------------------------------------------------------------------------------------
                        1994        1993        1992        1991        1990        1989        1988        1987        1986    
                     ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
<S>                  <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        
Net asset value,                                                                                                                
 beginning of pe-                                                                                                               
 riod............    $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00 
                     ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
NET INCOME FROM                                                                                                                 
 INVESTMENT OPER-                                                                                                               
 ATIONS:                                                                                                                        
 Net investment                                                                                                                 
  income.........        0.0272      0.0317      0.0509      0.0743      0.0846      0.0761      0.0638      0.0581      0.0743 
LESS DISTRIBU-                                                                                                                  
 TIONS:                                                                                                                         
 Dividends from                                                                                                                 
  net investment        (0.0272)    (0.0317)    (0.0509)    (0.0743)    (0.0846)    (0.0761)    (0.0638)    (0.0581)    (0.0743)
  income.........    ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
 Net asset value,    $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00  $     1.00 
  end of period..    ==========  ==========  ==========  ==========  ==========  ==========  ==========  ==========  ========== 
 Total return             2.75%       3.17%       5.09%       7.43%       8.46%       7.61%       6.38%       5.81%       7.43% 
  (1)............    ==========  ==========  ==========  ==========  ==========  ==========  ==========  ==========  ========== 
RATIOS/SUPPLEMENTAL                                                                                                             
 DATA:                                                                                                                          
 Net assets, end                                                                                                                
  of period                                                                                                                     
  (000's)........    $3,436,278  $3,774,298  $4,235,968  $5,122,338  $5,236,560  $4,416,667  $4,071,212  $4,251,408  $4,187,938 
 Ratio of ex-                                                                                                                   
  penses to aver-                                                                                                               
  age net assets.         0.61%       0.57%       0.56%       0.53%       0.54%       0.57%       0.58%       0.56%       0.57% 
 Ratio of net in-                                                                                                               
  vestment income                                                                                                               
  to average net                                                                                                                
  assets.........         2.73%       3.17%       5.09%       7.43%       8.46%       7.61%       6.38%       5.81%       7.43% 
<CAPTION>    
                     FOR THE YEARS ENDED MARCH 31,                                      
                    ------------------------------
                       1985                
                    ----------             
<S>                 <C>                    
Net asset value,                           
 beginning of pe-                          
 riod............   $     1.00             
                    ----------             
NET INCOME FROM                            
 INVESTMENT OPER-                          
 ATIONS:                                   
 Net investment                            
  income.........       0.0961             
LESS DISTRIBU-                             
 TIONS:                (0.0961)            
 Dividends from     ----------             
  net investment    $     1.00             
  income.........   ==========             
 Net asset value,        9.61%             
  end of period..   ==========             
 Total return                              
  (1)............                          
RATIOS/SUPPLEMENTAL                         
 DATA:                                                                          
 Net assets, end    $4,261,840                                                  
  of period                                                                     
  (000's)........                                                               
 Ratio of ex-            0.57%                                                  
  penses to aver-                                                               
  age net assets.                                                               
 Ratio of net in-                                                               
  vestment income        9.61%                                                  
  to average net         
  assets.........      
</TABLE> 

(1) Total investment return is calculated assuming a $1,000 investment on the
 first day of each period reported, reinvestment of all dividends at net     
 asset value on the payable dates and a sale at net asset value on the last  
 day of each period reported.                                                

                        Investment Objective and Policies                       
                        The Fund's investment objective is to provide current   
                        income, stability of principal and high liquidity. The  
                        Fund invests exclusively in high-grade money market     
                        instruments with remaining maturities of 13 months or   
                        less. These in-struments include U.S. government        
                        securities, obligations of U.S. banks, commercial paper 
                        and other short-term corporate obligations, variable and
                        float-ing rate securities and participation interests or
                        repurchase agreements in-volving any of the foregoing.  
                        The Fund maintains a dollar-weighted average portfolio  
                        maturity of 90 days or less.      
- ---------------------   ------------------------------------------------------- 

4                                                                            
<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
The Fund invests        The Fund may invest in obligations (including           
exclusively in high-    certificates of deposit, bankers' acceptances and       
grade money market      similar obligations) of U.S. banks having total assets  
instruments with        in excess of $1.5 billion at the time of purchase. The  
remaining maturities of Fund may also invest in interest-bearing savings        
13 months or less.      deposits in U.S. commercial and savings banks, provided 
                        that the principal amounts at each such bank are fully
                        insured by the Federal Deposit Insurance Corporation and
                        the aggregate amount of such deposits does not exceed 5%
                        of the value of the Fund's assets.
 
                        The commercial paper and other short-term corporate
                        obligations purchased by the Fund consist only of
                        obligations that Mitchell Hutchins determines, pursuant
                        to procedures adopted by the Fund's board of directors,
                        present minimal credit risks and are either (1) rated in
                        the highest short-term rating cate gory by at least two
                        nationally recognized statistical rating organizations
                        ("NRSROs"), (2) rated in the highest short-term rating
                        category by a single NRSRO if only that NRSRO has
                        assigned the obligations a short-term rating or (3)
                        unrated, but determined by Mitchell Hutchins to be of
                        comparable quality ("First Tier Securities"). The Fund
                        may also purchase bonds and notes with remaining
                        maturities of 13 months or less, and participation
                        interests in any of the securities in which it is
                        permitted to invest. Participation interests are pro
                        rata interests in securities held by others. The Fund
                        generally may invest no more than 5% of its total assets
                        in the securities of a single issuer (other than
                        securities issued by the U.S. government, its agencies
                        or instrumentalities).
 
                        In managing the Fund's portfolio, Mitchell Hutchins may
                        employ a number of professional money management
                        techniques, including varying the composition and the
                        average weighted maturity of the Fund's portfolio based
                        upon its assessment of the relative values of various
                        money market instruments and future interest rate
                        patterns in order to respond to changing economic and
                        money market conditions and to shifts in fiscal and
                        monetary policy. Mitchell Hutchins may also seek to
                        improve the Fund's yield by purchasing or selling
                        securities to take advantage of yield disparities among
                        similar or dissimilar money market instruments that
                        regularly occur in the money market.
 
                        There can be no assurance that the Fund will achieve its
                        investment objective. In periods of declining interest
                        rates the Fund's yield will tend to be somewhat higher
                        than prevailing market rates, and in
- ---------------------   -------------------------------------------------------

                                                                               5
<PAGE>
 
PaineWebber
 
- ---------------------   -------------------------------------------------------
                        periods of rising interest rates the opposite will be
                        true. Also, when interest rates are falling, net cash
                        inflows from the continuous sale of Fund shares are
                        likely to be invested in portfolio instruments producing
                        lower yields than the balance of the Fund's portfolio,
                        thereby reducing the Fund's yield. In periods of rising
                        interest rates, the opposite can be true.
 
                        U.S. GOVERNMENT SECURITIES. The U.S. government
                        securities in which the Fund may invest include direct
                        obligations of the U.S. Treasury (such as Treasury
                        bills, notes and bonds) and obligations issued or
                        guaranteed by U.S. government agencies and
                        instrumentalities. The Fund may invest in U.S.
                        government securities that are supported by the full
                        faith and credit of the U.S. government (such as
In periods of declining Government National Mortgage Association certificates),
interest rates, the     securities supported primarily or solely by the
Fund's yield will tend  creditworthiness of the issuer (such as securities of
to be somewhat higher   the Resolution Funding Corporation and the Tennessee
than prevailing market  Valley Authority) and securities that are supported
rates, and in periods   primarily or solely by specific pools of assets and the
of rising rates,        creditworthiness of a U.S. government-related issuer
lower.                  (such as mortgage-backed securities issued by the
                        Federal Home Loan Mortgage Corporation).
 
                        The Fund may also acquire securities issued or
                        guaranteed as to principal and interest by the U.S.
                        government in the form of custodial receipts that evi-
                        dence ownership of future interest payments, principal
                        payments or both on certain U.S. Treasury notes or
                        bonds. Such notes and bonds are held in custody by a
                        bank on behalf of the owners of such notes or bonds.
                        These custodial receipts are known by various names,
                        including "Treasury Investment Growth Receipts"
                        ("TIGRs") and "Certificates of Accrual on Treasury
                        Securities" ("CATS"). The Fund also may invest in
                        separately traded principal and interest components of
                        securities issued or guaranteed by the U.S. Treasury.
                        The principal and interest components of selected
                        securities are traded independently under the Separate
                        Trading of Registered Interest and Principal of
                        Securities ("STRIPS") program. Under the STRIPS program,
                        the principal and interest components are individually
                        numbered and separately issued by the U.S. Treasury at
                        the request of depository financial institutions, which
                        then trade the component parts independently.
 
                        VARIABLE AND FLOATING RATE SECURITIES. The Fund may
                        purchase variable and floating rate securities with
                        remaining maturities in excess
- ---------------------   -------------------------------------------------------

6
<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
                        of 13 months issued by U.S. government agencies or
                        instrumentalities or guaranteed by the U.S. government,
                        or (if subject to a demand feature exercisable within 13
                        months or less) issued by U.S. companies. The yield on
                        these securities is adjusted in relation to changes in
                        specific rates such as the prime rate, and different
                        securities may have different adjustment rates. The
                        Fund's investment in these securities must comply with
                        conditions established by the SEC under which they may
                        be considered to have remaining maturities of 13 months
                        or less. Certain of these obligations carry a demand
                        feature that gives the Fund the right to tender them
                        back to the issuer or a remarketing agent and receive
                        the principal amount of the security prior to maturity.
                        The demand feature may or may not be backed by a letter
                        of credit or other credit support arrangement provided
                        by a bank or other financial institution, the credit
                        quality of which affects the credit quality of the
                        obligation.
 
                        Securities purchased by the Fund may include variable
                        amount master demand notes, which are unsecured
                        redeemable obligations that permit investment of varying
                        amounts at fluctuating interest rates under a direct
                        agreement between the issuer and the Fund. The principal
                        amount of these notes may be increased from time to time
                        by the parties (subject to specified maximums) or
                        decreased by the Fund or the issuer. These notes are
                        payable on demand and are typically unrated.
 
                        REPURCHASE AGREEMENTS. Repurchase agreements are
                        transactions in which the Fund purchases securities from
                        a bank or recognized securities dealer and si-
                        multaneously commits to resell the securities to that
                        bank or dealer at an agreed-upon date and price
                        reflecting a market rate of interest unrelated to the
                        coupon rate or maturity of the purchased securities.
                        Although repurchase agreements carry certain risks not
                        associated with direct investments in securities,
                        including possible decline in the market value of the
                        underlying securities and delays and costs to the Fund
                        if the other party to the repurchase agreement becomes
                        insolvent, the Fund intends to enter into repurchase
                        agreements only with banks and dealers in transactions
                        believed by Mitchell Hutchins to present minimal credit
                        risks in accordance with guidelines established by the
                        Fund's board of directors.
 
                        OTHER INFORMATION. The Fund may borrow money for
                        temporary purposes, but not in excess of 10% of its
                        total assets. The Fund may
- ---------------------   -------------------------------------------------------

                                                                               7
<PAGE>
 
PaineWebber
 
- ---------------------   -------------------------------------------------------
                        not invest more than 10% of its net assets in illiquid
                        securities, including repurchase agreements with
                        maturities in excess of seven days.
 
                        The Fund's investment objective may not be changed
                        without the approval of the Fund's shareholders. Certain
                        other investment limitations, as described in the
                        Statement of Additional Information, also may not be
                        changed without shareholder approval. All other
                        investment policies may be changed by the Fund's board
                        of directors without shareholder approval.
 
                        Purchases
 
                        GENERAL. Shares of the Fund are available through
                        PaineWebber and its correspondent firms. Investors may
                        contact a local PaineWebber office to open an account.
The minimum initial     The minimum initial investment is $5,000, and the
investment is $5,000,   minimum for additional purchases is $500. These
and the minimum for     minimums may be waived or reduced for investments by
additional purchases    employees of PaineWebber or its affiliates. The Fund and
is $500.                PaineWebber reserve the right to reject any purchase
                        order and to suspend the offering of Fund shares for a
                        period of time.
 
                        An order to purchase Fund shares will be executed on the
                        Business Day on which federal funds become available to
                        the Fund, at the Fund's next-determined net asset value
                        per share. A "Business Day" is any day on which the
                        Philadelphia offices of the Fund's custodian, PNC Bank,
                        National Association ("Custodian"), and the New York
                        City offices of PaineWebber and PaineWebber's bank, Bank
                        of New York, are all open for business. "Federal funds"
                        are funds deposited by a commercial bank in an account
                        at a Federal Reserve Bank that can be transferred to a
                        similar account of another bank in one day and thus may
                        be made immediately available to the Fund through its
                        Custodian.
 
                        On any Business Day, the Fund will accept purchase
                        orders and credit shares to investors' accounts as
                        follows:
 
                        PURCHASES BY CHECK. Investors may purchase Fund shares
                        by placing an order with their PaineWebber investment
                        executives or correspondent firms and forwarding checks
                        drawn on a U.S. bank. Checks should be made payable to
                        PaineWebber Cashfund, Inc. and should include the
                        investor's PaineWebber account number on the check.
- ---------------------   -------------------------------------------------------

8






<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
                        As noted above, Fund shares will be purchased when
                        federal funds are available. Federal funds are deemed
                        available to the Fund two Business Days after deposit of
                        a personal check and one Business Day after deposit of a
                        cashier's or certified check. PaineWebber may benefit
                        from the temporary use of the proceeds of personal
                        checks to the extent those checks are converted to
                        federal funds in fewer than two Business Days.
 
                        PURCHASES BY WIRE. Investors may also purchase Fund
Fund shares may be      shares by placing an order through their PaineWebber
purchased by wire,      investment executives or correspondent firms and in-
check or with funds     structing their banks to transfer federal funds by wire
held at PaineWebber.    to: Bank of New York, ABA 021-000018, PaineWebber
                        Cashfund, Inc., A/C 890-0114-061, OBI=FBO [Account
                        Name]/[PaineWebber Account Number]. The wire must
                        include the investor's name and PaineWebber account
                        number. If PaineWebber receives a notice from an in-
                        vestor's bank of a wire transfer of federal funds for a
                        purchase of Fund shares by 2:00 p.m., eastern time, on a
                        Business Day, the purchase will be executed on that
                        Business Day; otherwise the order will be executed at
                        2:00 p.m., eastern time, on the next Business Day.
                        PaineWebber and/or an investor's bank may impose a
                        service charge for wire purchases.
 
                        PURCHASES WITH FUNDS HELD AT PAINEWEBBER. Investors may
                        purchase Fund shares with funds held in a PaineWebber
                        brokerage account. Such orders will be executed when
                        the Fund's net asset value per share is next determined
                        after the order is received by PaineWebber's New York
                        City offices.
Shareholders may      
redeem any number       Investors may also purchase Fund shares with the
of shares from their    proceeds from a sale of securities from a PaineWebber
Fund accounts by wire,  account. These transactions will be executed no later
check, telephone or     than the Business Day after PaineWebber has funds from
mail.                   the sale immediately available to it, which normally
                        occurs on the Business Day following the settlement, but
                        in some cases can take longer.
 
                        Redemptions
 
                        Shareholders may redeem any number of shares from their
                        Fund accounts by wire, check, telephone or mail. In
                        addition, unless shareholders otherwise instruct their
                        PaineWebber investment executives, any securities
                        purchase or other debit in their PaineWebber brokerage
- ---------------------   -------------------------------------------------------

                                                                               9
<PAGE>
 
PaineWebber
 
- ---------------------   -------------------------------------------------------
                        accounts will be paid for automatically on settlement
                        date by redeeming Fund shares held in such accounts.
 
                        WIRE REDEMPTIONS. Shareholders who wish to redeem $5,000
                        or more may request that redemption proceeds be paid in
                        federal funds and wired directly to a pre-designated
                        bank account. To take advantage of this service,
                        shareholders should obtain an authorization form from
                        their PaineWebber investment executives or
                        correspondent firms. If a wire redemption order is
                        received by PaineWebber's New York City offices prior to
                        12:00 noon, eastern time, on any Business Day, the
                        redemption proceeds will be wired to the shareholder's
                        bank on the same Business Day. Proceeds of all other
                        wire redemption orders will be wired to the
                        shareholder's bank on the next Business Day. PaineWebber
                        reserves the right to charge a fee for wiring funds and
                        to redeem automatically an appropriate number of Fund
                        shares to pay that fee.
 
                        CHECK REDEMPTIONS. Shareholders may redeem Fund shares
                        by drawing a check, a supply of which may be obtained
                        through PaineWebber, for $500 or more against their Fund
                        accounts. When the check is presented to the Fund's
                        transfer agent ("Transfer Agent") for payment, the
                        Transfer Agent will cause the Fund to redeem sufficient
                        shares to cover the amount of the check. The shareholder
                        will continue to receive dividends on those shares until
                        the check is presented to the Transfer Agent for
                        payment. Cancelled checks are not returned; however,
                        shareholders may obtain photocopies of their cancelled
                        checks upon request. If a shareholder has insufficient
                        shares to cover a check, the check will be returned to
                        the payee marked "nonsufficient funds." Checks written
                        in amounts less than $500 will also be returned. Because
                        the amount of Fund shares owned by a shareholder is
                        likely to change each day, shareholders should not
                        attempt to redeem all shares held in their accounts by
                        writing a check. Charges may be imposed for specially
                        imprinted checks, business checks, copies of cancelled
                        checks, stop payment orders, checks returned
                        "nonsufficient funds" and checks returned because they
                        are written for less than $500; these charges will be
                        paid by redeeming automatically an appropriate number of
                        Fund shares. PaineWebber reserves the right to modify or
                        terminate the checkwriting service at any time or to
                        impose a service charge in connection with it.
- ---------------------   -------------------------------------------------------

10
<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
Shareholders who are    Shareholders who are interested in the check redemption
interested in the check service should obtain the necessary forms from their
redemption service      PaineWebber investment executives or correspondent
should obtain the       firms. Checkwriting generally is not available to
necessary forms from    persons who hold Fund shares through any sub-account or
their PaineWebber       tax-deferred retirement plan accounts.
investment executives   
or correspondent firms. REDEMPTIONS BY TELEPHONE OR MAIL. Shareholders may
Checks may be written   submit redemption requests in person or by telephone or
in amounts of $500 or   mail to their PaineWebber investment executives or
more.                   correspondent firms; PaineWebber investment executives
                        in local branches throughout the country and
                        correspondent firms are responsible for promptly
                        forwarding orders to PaineWebber's New York City
                        offices. Such redemption orders will be executed at the
                        net asset value per share next determined after receipt
                        by PaineWebber's New York City offices, and redemption
                        proceeds will be paid promptly by check. Under certain
                        circumstances, PaineWebber may impose an administrative
                        service fee of up to $5.00 for processing redemptions
                        paid by check.
 
                        Shareholders who send redemption orders to their
                        PaineWebber investment executives or correspondent
                        firms by mail are responsible for ensuring that the re-
                        quest for redemption is received in good order. "Good
                        order" means that the request must be accompanied by (a)
                        a letter of instruction or a stock assignment
                        specifying the number of shares or amount of investment
                        to be redeemed (or that all shares credited to a Fund
                        account be redeemed), signed by all registered owners of
                        the shares in the exact names in which they are regis-
                        tered, (b) a guarantee of the signature of each
                        registered owner by an eligible institution acceptable
Shareholders should     to the Transfer Agent and in accordance with SEC rules,
maintain minimum        such as a commercial bank, trust company or member of a
balances of at least    recognized stock exchange and (c) other supporting legal
$500.                   documents for estates, trusts, guardianships,
                        custodianships, partnerships and corporations.
 
                        ADDITIONAL INFORMATION ON REDEMPTIONS. Shareholders with
                        questions about redemption requirements should consult
                        their PaineWebber investment executives or correspondent
                        firms. Shareholders who redeem all their shares will
                        receive cash credits to their PaineWebber accounts for
                        dividends earned on those shares through the day before
                        redemption. The redemption price may be more or less
                        than the purchase price, although the Fund anticipates
                        that its net asset value per share will normally be
                        $1.00 per share. Because the
- ---------------------   -------------------------------------------------------

                                                                              11
<PAGE>
 
PaineWebber
 
- ---------------------   -------------------------------------------------------
                        Fund incurs certain fixed costs in maintaining
                        shareholder accounts, the Fund reserves the right to
                        redeem all Fund shares in any shareholder account of
                        less than $500 net asset value. If the Fund elects to do
                        so, it will notify the shareholder and provide the
                        shareholder with an opportunity to increase the amount
                        invested to $500 or more within 60 days of the notice.
                        This notice may appear on the shareholder's account
                        statement. If a shareholder requests redemption of
                        shares which were purchased recently, the Fund may delay
                        payment until it is assured that it has received good
                        payment for the purchase of the shares. In the case of
                        purchases by check, this can take up to 15 days.
 
                        Valuation of Shares

                        The Fund uses its best efforts to maintain its net asset
                        value at $1.00 per share. Net asset value per share is
                        determined by dividing the value of the securities held
                        by the Fund plus any cash or other assets minus all
                        liabilities by the number of Fund shares outstanding.
                        The Fund's net asset value is computed once each
                        Business Day at 2:00 p.m., eastern time.
 
                        The Fund values its portfolio securities using the
                        amortized cost method of valuation, under which market
                        value is approximated by amortizing the difference
                        between the acquisition cost and value at maturity of an
                        instrument on a straight-line basis over its remaining
                        life. All cash, receivables and current payables are
Fund dividends accrue   carried at their face value. Other assets are valued at
to the shareholder      fair value as determined in good faith by or under the
accounts daily and are  direction of the Fund's board of directors.
automatically paid in   
additional Fund shares  Dividends and Taxes
monthly.               
                        DIVIDENDS. Each Business Day, the Fund declares as
                        dividends all of its net investment income. Shares begin
                        earning dividends on the day of purchase; dividends are
                        accrued to shareholder accounts daily and are
                        automatically paid in additional Fund shares monthly.
                        Shares do not earn dividends on the day of redemption.
                        Net investment income includes accrued interest and
                        earned discount (including both original issue and
                        market discounts), less amortization of premium and
                        accrued expenses. The Fund distributes any net short-
                        term capital gain annually, but may make more frequent
                        distributions of such gain if necessary to maintain its
                        net asset value per share at $1.00 or to
- ---------------------   -------------------------------------------------------

12



 

 










<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
                        avoid income or excise taxes. The Fund does not expect
                        to realize net long-term capital gain and thus does not
                        anticipate payment of any long-term capital gain
                        distributions.
 
                        TAXES. The Fund intends to continue to qualify for
                        treatment as a regulated investment company under the
                        Internal Revenue Code so that it will be relieved of
                        federal income tax on that part of its investment
                        company taxable income (consisting generally of net
                        investment income and net short-term capital gain, if
                        any) that is distributed to its shareholders.
 
                        Dividends paid by the Fund generally are taxable to
                        shareholders as ordinary income, notwithstanding that
                        such dividends are paid in additional Fund shares.
                        Shareholders not subject to tax on their income
                        generally will not be required to pay tax on amounts
                        distributed to them.
 
                        The Fund notifies its shareholders following the end of
                        each calendar year of the amount of all dividends paid
                        that year.
 
                        The Fund is required to withhold 31% of all dividends
                        payable to any individuals and certain other
                        noncorporate shareholders who do not provide the Fund
                        with a correct taxpayer identification number.
                        Withholding at that rate from dividends also is required
                        for such shareholders who otherwise are subject to
                        backup withholding.
 
                        The foregoing is only a summary of some of the important
                        federal income tax considerations generally affecting
                        the Fund and its shareholders; see the Statement of
                        Additional Information for a further discussion. There
                        may be other federal, state or local tax considerations
                        applicable to a particular investor. Prospective
                        shareholders are urged to consult their tax advisers.
 
The Fund's directors    Management
oversee various    
organizations           The Fund's board of directors, as part of its overall
responsible for the     management responsibility, oversees various
Fund's day-to day       organizations responsible for the Fund's day-to-day man-
management.             agement. PaineWebber, the Fund's investment adviser and
                        administrator, provides a continuous investment program
                        for the Fund and supervises all aspects of its
                        operations. As sub-adviser to the Fund, Mitchell
                        Hutchins makes and implements investment decisions and,
                        as sub-administrator, is responsible for the day-to-day
                        administration of the Fund.
- ---------------------   -------------------------------------------------------

                                                                              13
<PAGE>
 
PaineWebber
 
- ---------------------   -------------------------------------------------------
                        PaineWebber receives a monthly fee for these services
                        and, for the fiscal year ended March 31, 1994, the
                        Fund's advisory and administration fee paid to
                        PaineWebber was equal to 0.39% of the Fund's average
                        daily net assets. PaineWebber (not the Fund) pays
                        Mitchell Hutchins fees for its sub-advisory and sub-
                        administrative services, in an aggregate annual amount
                        equal to 20% of the fee received by PaineWebber from the
                        Fund for advisory and administrative services.
 
                        The Fund pays PaineWebber an annual fee of $4.00 per
                        active Fund account, plus certain out-of-pocket
                        expenses, for certain services not performed by the
                        Transfer Agent. The Fund also incurs other expenses. For
                        the fiscal year ended March 31, 1994, the Fund's ratio
                        of expenses as a percentage of average net assets was
                        0.61%.
 
                        PaineWebber and Mitchell Hutchins are located at 1285
                        Avenue of the Americas, New York, New York 10019.
                        Michell Hutchins is a wholly owned subsidiary of
                        PaineWebber, which is in turn wholly owned by Paine
                        Webber Group Inc., a publicly owned financial services
                        holding company. At June 30, 1994, PaineWebber or
                        Mitchell Hutchins was investment adviser to 30
                        registered investment companies with 56 separate
                        portfolios and aggregate assets exceeding $23.9 billion.
 
                        Performance Information
 
                        From time to time the Fund may advertise its "yield" and
                        "effective yield." Both yield figures are based on
                        historical earnings and are not intended to indicate
                        future performance. The "yield" of the Fund is the
                        income on an investment in the Fund over a specified
                        seven-day period. This income is then "annualized" (that
                        is, assumed to be earned each week over a 52-week
                        period) and shown as a percentage of the investment. The
                        "effective yield" is calculated similarly but, when
                        annualized, the income earned is assumed to be rein-
                        vested. The "effective yield" will be higher than the
                        "yield" because of the compounding effect of this
                        assumed reinvestment.
 
                        The Fund may also advertise other performance data,
                        which may consist of the annual or cumulative return
                        (including realized net short-term capital gain, if any)
                        earned on a hypothetical investment in the Fund since it
                        began operations on May 1, 1978, or for shorter
                        periods. This return data may or may not assume
                        reinvestment of dividends (compounding).
- ---------------------   -------------------------------------------------------

14
<PAGE>
 
                                                                       Cashfund
 
- ---------------------   -------------------------------------------------------
                        The performance of shareholder accounts with small
                        balances will differ from the quoted performance because
                        daily income for each shareholder account is rounded to
                        the nearest whole penny. Accordingly, very small
                        shareholder accounts (approximately $48 or lower at
                        current interest rates) which generate less than 1/2c
                        per day of income will earn no dividends.
 
The Fund may            General Information
advertise its "yield" 
and "effective yield."  The Fund is registered with the SEC as a diversified,
The "effective yield"   open-end management investment company and was
assumes dividends are   incorporated in Maryland on January 20, 1978. The Fund
reinvested.             has an authorized capitalization of 20 billion shares of
                        $0.001 par value common stock. Each share has one vote
                        with respect to matters upon which a shareholder vote is
                        required; voting rights are non-cumulative.
 
                        The Fund does not hold annual shareholder meetings.
                        There normally will be no meetings of shareholders to
                        elect directors unless fewer than a majority of the
                        directors holding office have been elected by
                        shareholders. The directors are required to call a
                        meeting of shareholders when requested in writing to do
                        so by the shareholders of record holding at least 25%
                        of the Fund's outstanding shares. Each share of the Fund
                        has equal voting, dividend and liquidation rights.
 
                        CERTIFICATES. To avoid additional operating expenses and
                        for investor convenience, share certificates are not
                        issued. Ownership of Fund shares is recorded on a stock
                        register by the Transfer Agent, and shareholders have
                        the same rights of ownership with respect to such shares
                        as if certificates had been issued.
 
                        CUSTODIAN AND TRANSFER AGENT. PNC Bank, National
                        Association ("PNC"), whose principal business address is
                        Broad & Chestnut Streets, Land Title Bldg.,
                        Philadelphia, Pennsylvania 19101, is custodian of the
                        Fund's assets. PFPC, Inc., a subsidiary of PNC whose
                        principal business address is 400 Bellevue Parkway,
To avoid additional     Bellevue Corporate Center, Wilmington, Delaware 19809,
expense, share          is the Fund's transfer and dividend disbursing agent.
certificates are not
issued.                 PRINCIPAL UNDERWRITER. PaineWebber serves as principal
                        underwriter of the Fund's shares.
 
                        CONFIRMATIONS AND STATEMENTS. Shareholders receive
                        confirmations of initial purchases of Fund shares, and
                        subsequent transactions are
- ---------------------   -------------------------------------------------------

                                                                              15
<PAGE>
 
PaineWebber
 
- -----------------   -----------------------------------------------------------
                    reported on account statements sent to PaineWebber clients.
                    These statements are sent monthly except that, if a
                    shareholder's only Fund activity in a quarter was
                    reinvestment of dividends, the activity may be reported on a
                    quarterly rather than monthly statement. Shareholders also
                    receive audited annual and unaudited semi-annual financial
                    statements.

- -----------------   -----------------------------------------------------------

16
<PAGE>
 
                                                                    PAINEWEBBER
                                                                  CASHFUND, INC.

                                                                  
                                                                  
 .Current Income
 
 .Stability of Principal
 
 .High Liquidity
 
 .Professional Management
 
 .Dividend Reinvestment
 
 .Checkwriting Privileges
 
                                                                      PROSPECTUS
                                                                  AUGUST 1, 1994
 

                                                                       [ARTWORK]
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND OR ITS
DISTRIBUTOR. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFERING
BY THE FUND OR BY THE
DISTRIBUTOR IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.


(C) 1994 PaineWebber Incorporated
 
    
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