PAINEWEBBER CASHFUND INC
497, 1996-03-04
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<PAGE>
                         LIQUID INSTITUTIONAL RESERVES
                               MONEY MARKET FUND
                           GOVERNMENT SECURITIES FUND
                            TREASURY SECURITIES FUND
                            SUPPLEMENT TO PROSPECTUS
                            DATED SEPTEMBER 1, 1995
 
                                                                 March 1, 1996
 
Dear Investor,
 
     This is a supplement to the Prospectus of Liquid Institutional
Reserves - Money Market Fund, Government Securities Fund, and Treasury
Securities Fund, dated September 1, 1995. The purpose of the supplement is to
revise certain information contained in the Prospectus.
 
     At a special meeting of shareholders scheduled for April 10, 1996 (the
'Special Meeting'), shareholders of Money Market Fund, Government Securities
Fund, and Treasury Securities Fund (each, a 'Fund' and, collectively, the
'Funds'), will be asked to approve changes to the Funds' fundamental investment
restrictions. If approved, the following investment restrictions will replace
those appearing under the 'Certain Investment Policies - Investment
Restrictions' section on page 16 of the Prospectus:
 
     The Trust may not, on behalf of any Fund:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund's total assets may be invested without regard to
              this limitation, and except that this limitation does not apply to
              securities issued or guaranteed by the U.S. government, its
              agencies and instrumentalities or to securities issued by other
              investment companies.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: Mortgage-and asset-backed securities
              will not be considered to have been issued by the same issuer by
              reason of the securities having the same sponsor, and mortgage-
              and asset-backed securities issued by a finance or other special
              purpose subsidiary that are not guaranteed by the parent company
              will be considered to be issued by a separate issuer from the
              parent company.
 
          (2) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to, and the
              Money Market Fund reserves freedom of action to concentrate its
              investments in, securities issued or guaranteed by the U.S.
              government, its agencies or instrumentalities or to municipal
              securities or to certificates of deposit and bankers' acceptances

              of domestic branches of U.S. banks.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but
              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (4) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
<PAGE>
          (6) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by
              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
 
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
     Additionally, effective February 28, 1996, the Board changed the 
non-fundamental operating policies of each Fund to eliminate the Funds' 
authority to invest in zero coupon bonds. 

     If you have any questions regarding Liquid Institutional Reserves--Money
Market Fund, Government Securities Fund, or Treasury Securities Fund, please
call your Investment Executive at PaineWebber or one of its correspondent firms.
 
                                       2


<PAGE>
                           PAINEWEBBER CASHFUND, INC.
               SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION

                              DATED AUGUST 1, 1995
 
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY INFORMATION
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION:
 
1. FUNDAMENTAL INVESTMENT RESTRICTIONS.  At a special meeting of shareholders
scheduled for April 10, 1996 (the 'Special Meeting'), shareholders of
PaineWebber Cashfund, Inc. ('Fund') will be asked to approve changes to the
Fund's fundamental investment restrictions. If approved, the following
investment restrictions will supersede and replace the restrictions listed in
the section in the Fund's Statement of Additional Information entitled
'Investment Limitations':
 
     The Fund will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund's total assets may be invested without regard to
              this limitation, and except that this limitation does not apply to
              securities issued or guaranteed by the U.S. government, its
              agencies and instrumentalities or to securities issued by other
              investment companies.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: Mortgage-and asset-backed securities
              will not be considered to have been issued by the same issuer by
              reason of the securities having the same sponsor, and mortgage-
              and asset-backed securities issued by a finance or other special
              purpose subsidiary that are not guaranteed by the parent company
              will be considered to be issued by a separate issuer from the
              parent company.
 
          (2) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to securities
              issued or guaranteed by the U.S. government, its agencies or
              instrumentalities or to municipal securities or to certificates of
              deposit and bankers' acceptances of domestic branches of U.S.
              banks.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but
              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including

              the amount borrowed) for temporary or emergency purposes.
 
          (4) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (6) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by
              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
<PAGE>
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
2. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS.  If the foregoing fundamental
restrictions are approved by the Fund's shareholders, the Fund would become
subject to the non-fundamental investment restrictions listed below. These
non-fundamental restrictions would replace certain of the Fund's current
fundamental restrictions and would be in addition to the non-fundamental
policies and restrictions already described in the Statement of Additional
Information.
 
     The following investment restrictions are not fundamental and may be
changed by the Fund's Board of Directors without shareholder approval.
 
     The Fund will not:
 
          o purchase securities on margin, except for short-term credit
            necessary for clearance of portfolio transactions and except that
            the Fund may make margin deposits in connection with its use of
            financial options and futures, forward and spot currency contracts,
            swap transactions and other financial contracts or derivative
            instruments.
 
          o engage in short sales of securities or maintain a short position,
            except that the Fund may (a) sell short 'against the box' and (b)
            maintain short positions in connection with its use of financial

            options and futures, forward and spot currency contracts, swap
            transactions and other financial contracts or derivative
            instruments.
 
          o invest in oil, gas or mineral exploration or development programs or
            leases, except that investments in securities of issuers that invest
            in such programs or leases and investments in asset-backed
            securities supported by receivables generated from such programs or
            leases are not subject to this prohibition.
 
          o purchase securities of other investment companies, except to the
            extent permitted by the 1940 Act and except that this limitation
            does not apply to securities received or acquired as dividends,
            through offers of exchange, or as a result of reorganization,
            consolidation, or merger.
 
Dated: March 1, 1996
 
                                       2


<PAGE>
                     PAINEWEBBER RMA MONEY MARKET PORTFOLIO
                   PAINEWEBBER RMA U.S. GOVERNMENT PORTFOLIO
                      PAINEWEBBER RMA TAX-FREE FUND, INC.
                PAINEWEBBER RMA CALIFORNIA MUNICIPAL MONEY FUND
                 PAINEWEBBER RMA NEW YORK MUNICIPAL MONEY FUND
               SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                             DATED AUGUST 29, 1995
 
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY INFORMATION
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION:
 
1. FUNDAMENTAL INVESTMENT RESTRICTIONS.  At a special meeting of shareholders
scheduled for April 10, 1996 (the 'Special Meeting'), shareholders of
PaineWebber RMA Money Market Portfolio, PaineWebber RMA U.S. Government
Portfolio, PaineWebber RMA Tax-Free Fund, Inc., PaineWebber RMA California
Municipal Money Fund, and PaineWebber RMA New York Municipal Money Fund (each, a
'Fund' and, collectively, the 'Funds'), will be asked to approve changes to the
Funds' fundamental investment restrictions. If approved, the following
investment restrictions will supersede and replace the restrictions listed in
the section in the Funds' Statement of Additional Information entitled
'Investment Limitations':
 
     PaineWebber RMA Money Market Portfolio and PaineWebber RMA U.S. Government
Portfolio each will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund's total assets may be invested without regard to
              this limitation, and except that this limitation does not apply to
              securities issued or guaranteed by the U.S. government, its

              agencies and instrumentalities or to securities issued by other
              investment companies.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: Mortgage-and asset-backed securities
              will not be considered to have been issued by the same issuer by
              reason of the securities having the same sponsor, and mortgage-
              and asset-backed securities issued by a finance or other special
              purpose subsidiary that are not guaranteed by the parent company
              will be considered to be issued by a separate issuer from the
              parent company.
 
          (2) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to securities
              issued or guaranteed by the U.S. government, its agencies or
              instrumentalities or to municipal securities or to certificates of
              deposit and bankers' acceptances of domestic branches of U.S.
              banks.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but
              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (4) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
<PAGE>
          (6) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by

              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
 
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
     PaineWebber RMA Tax-Free Fund, Inc. will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund's total assets may be invested without regard to
              this limitation, and except that this limitation does not apply to
              securities issued or guaranteed by the U.S. government, its
              agencies and instrumentalities or to securities issued by other
              investment companies.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: Each state (including the District
              of Columbia and Puerto Rico), territory and possession of the
              United States, each political subdivision, agency, instrumentality
              and authority thereof, and each multi-state agency of which a
              state is a member is a separate 'issuer.' When the assets and
              revenues of an agency, authority, instrumentality or other
              political subdivision are separate from the government creating
              the subdivision and the security is backed only by the assets and
              revenues of the sub-division, such subdivision would be deemed to
              be the sole issuer. Similarly, in the case of an Industrial
              Development Bond or Private Activity Bond, if that bond is backed
              only by the assets and revenues of the non-governmental user, then
              that non-governmental user would be deemed to be the sole issuer.
              However, if the creating government or another entity guarantees a
              security, then to the extent that the value of all securities
              issued or guaranteed by that government or entity and owned by the
              Fund exceeds 10% of the Fund's total assets, the guarantee would
              be considered a separate security and would be treated as issued
              by that government or entity. This restriction does not limit the
              percentage of the Fund's assets that may be invested in Municipal
              Obligations insured by any given insurer.
 
          (2) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to securities
              issued or guaranteed by the U.S. government, its agencies or
              instrumentalities or to municipal securities or to certificates of
              deposit and bankers' acceptances of domestic branches of U.S.
              banks.
 
              The following interpretation applies to, but is not a part of,

              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but
              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (4) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
                                       2
<PAGE>
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (6) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by
              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
 
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
     PaineWebber RMA California Municipal Money Fund and PaineWebber RMA New
York Municipal Money Fund each will not:
 
          (1) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to securities
              issued or guaranteed by the U.S. government, its agencies or
              instrumentalities or to municipal securities or to certificates of
              deposit and bankers' acceptances of domestic branches of U.S.
              banks.

 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (2) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but
              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (3) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
          (4) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (5) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by
              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
 
          (6) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
2. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS.  If the foregoing fundamental
restrictions are approved by the Funds' shareholders, the Funds would become
subject to the non-fundamental investment restrictions listed
 
                                       3
<PAGE>
below. These non-fundamental restrictions would replace certain of the Funds'
current fundamental restrictions and would be in addition to the non-fundamental
policies and restrictions already described in the Statement of Additional
Information.
 

     The following investment restrictions are not fundamental and may be
changed by each Fund's Board without shareholder approval.
 
     PaineWebber RMA Money Market Portfolio, PaineWebber RMA U.S. Government
Portfolio, and PaineWebber RMA Tax-Free Fund, Inc. each will not:
 
          o mortgage, pledge or hypothecate any assets except in connection with
            permitted borrowings or the issuance of senior securities.
 
          o purchase securities on margin, except for short-term credit
            necessary for clearance of portfolio transactions and except that
            the Fund may make margin deposits in connection with its use of
            financial options and futures, forward and spot currency contracts,
            swap transactions and other financial contracts or derivative
            instruments.
 
          o engage in short sales of securities or maintain a short position,
            except that the Fund may (a) sell short 'against the box' and (b)
            maintain short positions in connection with its use of financial
            options and futures, forward and spot currency contracts, swap
            transactions and other financial contracts or derivative
            instruments.
 
          o invest in oil, gas or mineral exploration or development programs or
            leases, except that investments in securities of issuers that invest
            in such programs or leases and investments in asset-backed
            securities supported by receivables generated from such programs or
            leases are not subject to this prohibition.
 
          o purchase securities of other investment companies, except to the
            extent permitted by the 1940 Act and except that this limitation
            does not apply to securities received or acquired as dividends,
            through offers of exchange, or as a result of reorganization,
            consolidation, or merger.
 
Dated: March 1, 1996
 
                                       4



<PAGE>
                       PAINEWEBBER RETIREMENT MONEY FUND
               SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                             DATED AUGUST 29, 1995
 
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY INFORMATION
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION:
 
1. FUNDAMENTAL INVESTMENT RESTRICTIONS.  At a special meeting of shareholders
scheduled for April 10, 1996 (the 'Special Meeting'), shareholders of
PaineWebber Retirement Money Fund ('Fund') will be asked to approve changes to
the Fund's fundamental investment restrictions. If approved, the following
investment restrictions will supersede and replace the restrictions listed in
the section in the Fund's Statement of Additional Information entitled
'Investment Limitations':
 
     The Fund will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund's total assets may be invested without regard to
              this limitation, and except that this limitation does not apply to
              securities issued or guaranteed by the U.S. government, its
              agencies and instrumentalities or to securities issued by other
              investment companies.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: Mortgage-and asset-backed securities
              will not be considered to have been issued by the same issuer by
              reason of the securities having the same sponsor, and mortgage-
              and asset-backed securities issued by a finance or other special
              purpose subsidiary that are not guaranteed by the parent company
              will be considered to be issued by a separate issuer from the
              parent company.
 
          (2) purchase any security if, as a result of that purchase, 25% or
              more of the Fund's total assets would be invested in securities of
              issuers having their principal business activities in the same
              industry, except that this limitation does not apply to securities
              issued or guaranteed by the U.S. government, its agencies or
              instrumentalities or to municipal securities or to certificates of
              deposit and bankers' acceptances of domestic branches of U.S.
              banks.
 
              The following interpretation applies to, but is not a part of,
              this fundamental restriction: With respect to this limitation,
              domestic and foreign banking will be considered to be different
              industries.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund's total
              assets (including the amount of the senior securities issued but

              reduced by any liabilities not constituting senior securities) at
              the time of the issuance or borrowing, except that the Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (4) make loans, except through loans of portfolio securities or
              through repurchase agreements, provided that for purposes of this
              restriction, the acquisition of bonds, debentures, other debt
              securities or instruments, or participations or other interests
              therein and investments in government obligations, commercial
              paper, certificates of deposit, bankers' acceptances or similar
              instruments will not be considered the making of a loan.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (6) purchase or sell real estate, except that investments in
              securities of issuers that invest in real estate and investments
              in mortgage-backed securities, mortgage participations or other
              instruments supported by interests in real estate are not subject
              to this limitation, and except that the Fund may exercise rights
              under agreements relating to such securities, including the right
              to enforce security interests and to hold real estate acquired by
              reason of such enforcement until that real estate can be
              liquidated in an orderly manner.
<PAGE>
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
2. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS.  If the foregoing fundamental
restrictions are approved by the Fund's shareholders, the Fund would become
subject to the non-fundamental investment restrictions listed below. These
non-fundamental restrictions would replace certain of the Fund's current
fundamental restrictions and would be in addition to the non-fundamental
policies and restrictions already described in the Statement of Additional
Information.
 
     The following investment restrictions are not fundamental and may be
changed by the Fund's Board of Directors without shareholder approval.
 
     The Fund will not:
 
          o mortgage, pledge or hypothecate any assets except in connection with
            permitted borrowings or the issuance of senior securities.
 
          o purchase securities on margin, except for short-term credit
            necessary for clearance of portfolio transactions and except that
            the Fund may make margin deposits in connection with its use of
            financial options and futures, forward and spot currency contracts,

            swap transactions and other financial contracts or derivative
            instruments.
 
          o engage in short sales of securities or maintain a short position,
            except that the Fund may (a) sell short 'against the box' and (b)
            maintain short positions in connection with its use of financial
            options and futures, forward and spot currency contracts, swap
            transactions and other financial contracts or derivative
            instruments.
 
          o invest in oil, gas or mineral exploration or development programs or
            leases, except that investments in securities of issuers that invest
            in such programs or leases and investments in asset-backed
            securities supported by receivables generated from such programs or
            leases are not subject to this prohibition.
 
          o purchase securities of other investment companies, except to the
            extent permitted by the 1940 Act and except that this limitation
            does not apply to securities received or acquired as dividends,
            through offers of exchange, or as a result of reorganization,
            consolidation, or merger.
 
Dated: March 1, 1996
 
                                       2



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