PAINEWEBBER CASHFUND INC
497, 1998-08-05
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    PAINEWEBBER                                       AUGUST 1, 1998
    CASHFUND, INC.
    1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
 
     A PROFESSIONALLY MANAGED MONEY MARKET FUND, INVESTING IN HIGH QUALITY
MONEY MARKET INSTRUMENTS, DESIGNED TO PROVIDE:
 
/X/ Current Income
/x/ Stability of Principal
/x/ 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, 1998 (which is
incorporated by reference herein) has been filed with the Securities and
Exchange Commission ('SEC' or 'Commission'). 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. In addition, the
Commission maintains a website (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference
and other information regarding registrants that file electronically with the
Commission.

AN INVESTMENT IN THE FUND IS NOT INSURED OR 
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE 
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. 
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF 
YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO 
LOSE MONEY BY INVESTING IN THE FUND.

THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION NOR HAS
THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Table of Contents
Highlights.......................... 2
Financial Highlights................ 4
Investment Objective and Policies... 5
Purchases........................... 9
Redemptions.........................10
Valuation of Shares.................13
Dividends and Taxes.................13
Management..........................14
Performance Information.............15
General Information.................15

<PAGE>
                           PAINEWEBBER CASHFUND, INC.
                                   HIGHLIGHTS
 
     See elsewhere in 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.
 
Investment Objective   Current income, stability of principal and high
  and Policies:        liquidity; invests primarily in high quality money market
                       instruments.
 
Total Net Assets:      Over $5.5 billion as of June 30, 1998.
 
Distributor and
  Investment Adviser:  PaineWebber Incorporated ('PaineWebber'). See
                       'Management.'
 
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:      $1,000 for initial purchase.
 
Automatic Investment   Free credit cash balances in an investor's PaineWebber
  Sweep:               brokerage account of $500 or more are automatically
                       invested in Fund shares daily; $1 or more on the next to
                       last Business Day of each month.
 
Check Writing:         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
  Price:               $1.00 per share.

 
                                       2
<PAGE>

     WHO SHOULD INVEST. The Fund is designed for investors seeking safety,
liquidity 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
investment objective. While the types of money market instruments in which the
Fund invests generally are considered to have low risk of loss of principal or
interest, these securities are not completely risk free. The Fund may invest in
U.S. dollar-denominated securities of foreign issuers, which may present a
greater degree of risk than investments in securities of domestic issuers.
During periods when interest rates are declining or rising, the Fund's yield
will tend to lag behind prevailing short-term interest rates. See 'Investment
Objective and Policies.'
 
     EXPENSES OF INVESTING IN THE FUND. The following tables are intended to
assist investors in understanding the expenses associated with investing in the
Fund.
 
                        SHAREHOLDER TRANSACTION EXPENSES
 
Sales charge on purchases of shares.......    None
Sales charge on reinvested dividends......    None
Redemption fee or deferred sales charge...    None

 
                         ANNUAL FUND OPERATING EXPENSES
                    (as a percentage of average net assets)
 
Management fees...........................   0.36%
12b-1 fees................................    None
Other expenses............................   0.20%
                                             -----
Total Operating Expenses..................   0.56%
                                             -----
                                             -----
 
                       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:
 
     ONE YEAR   THREE YEARS   FIVE YEARS   TEN YEARS
     --------   -----------   ----------   ---------

        $6          $18          $31          $70

 
     This Example assumes that all dividends are reinvested and that the
percentage 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
EXPENSES, 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 variable expenses,
such as transfer agency costs.
 
                                       3
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PAINEWEBBER
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                       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, accompanying notes and the report of Ernst &
                       Young LLP, independent auditors, which appear in the
                       Fund's Annual Report to Shareholders for the fiscal year
                       ended March 31, 1998, and 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, 1998, have been audited by Ernst & Young LLP,
                       independent auditors. The Annual Report to Shareholders
                       may be obtained without charge by calling 1-800-647-1568.
                       The information appearing below for each of the five
                       years in the period ended March 31, 1993 also has been
                       audited by Ernst & Young LLP, whose reports thereon were
                       unqualified.

<TABLE>
<CAPTION>
                                                                          FOR THE YEARS ENDED MARCH 31,
                                                          --------------------------------------------------------------
                                                             1998         1997         1996         1995         1994
                                                          ----------   ----------   ----------   ----------   ----------
<S>                                                       <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of year......................       $1.00        $1.00        $1.00        $1.00        $1.00
                                                          ----------   ----------   ----------   ----------   ----------
Net investment income...................................      0.0511       0.0482       0.0523       0.0433       0.0272
Dividends from net investment income....................     (0.0511)     (0.0482)     (0.0523)     (0.0433)     (0.0272)
                                                          ----------   ----------   ----------   ----------   ----------
Net asset value, end of year............................       $1.00        $1.00        $1.00        $1.00        $1.00
                                                          ----------   ----------   ----------   ----------   ----------
                                                          ----------   ----------   ----------   ----------   ----------
Total investment return (1).............................       5.23%        4.93%        5.36%        4.44%        2.75%
                                                          ----------   ----------   ----------   ----------   ----------
                                                          ----------   ----------   ----------   ----------   ----------
 
RATIOS/SUPPLEMENTAL
  DATA:
Net assets, end of year (000's).........................  $5,683,262   $5,260,468   $5,308,558   $3,700,678   $3,436,278
Expenses to average net assets..........................       0.56%        0.63%        0.60%        0.62%        0.61%
Net investment income to average net assets.............       5.11%        4.82%        5.24%        4.35%        2.73%
 
<CAPTION>
 
                                                             1993         1992         1991         1990         1989
                                                          ----------   ----------   ----------   ----------   ----------
<S>                                                       <<C>         <C>          <C>          <C>          <C>
Net asset value, beginning of year......................       $1.00        $1.00        $1.00        $1.00        $1.00
                                                          ----------   ----------   ----------   ----------   ----------
Net investment income...................................      0.0317       0.0509       0.0743       0.0846       0.0761
Dividends from net investment income....................     (0.0317)     (0.0509)     (0.0743)     (0.0846)     (0.0761)
                                                          ----------   ----------   ----------   ----------   ----------
Net asset value, end of year............................       $1.00        $1.00        $1.00        $1.00        $1.00
                                                          ----------   ----------   ----------   ----------   ----------
                                                          ----------   ----------   ----------   ----------   ----------
Total investment return (1).............................       3.17%        5.09%        7.43%        8.46%        7.61%
                                                          ----------   ----------   ----------   ----------   ----------
                                                          ----------   ----------   ----------   ----------   ----------
RATIOS/SUPPLEMENTAL
  DATA:
Net assets, end of year (000's).........................  $3,774,298   $4,234,968   $5,122,338   $5,236,560   $4,416,667
Expenses to average net assets..........................       0.57%        0.56%        0.53%        0.54%        0.57%
Net investment income to average net assets.............       3.17%        5.09%        7.43%        8.46%        7.61%
</TABLE>
 
(1) Total investment return is calculated assuming a $1,000 investment on the
    first day of each year 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 year reported.
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4
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                                                                        CASHFUND
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                       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 quality money market
                       instruments having or deemed to have remaining maturities
                       of 13 months or less. These instruments include (1) U.S.
                       government securities, (2) obligations of U.S. and
                       foreign banks, (3) commercial paper and other short-term
                       obligations of U.S. and foreign companies, governments
                       and similar entities, including variable and floating
                       rate securities and participation interests, and (4)
                       repurchase agreements involving any of the foregoing. The
                       Fund maintains a dollar-weighted average portfolio
                       maturity of 90 days or less.

The Fund invests       The Fund may invest in obligations (including
exclusively in high    certificates of deposit, bankers' acceptances, time
quality money market   deposits and similar obligations) of U.S. and foreign
instruments having     banks having total assets at the time of purchase in
or deemed to have      excess of $1.5 billion. The Fund may invest in
remaining maturities   non-negotiable time deposits of U.S. banks, savings
of 13 months or        associations and similar depository institutions having
less.                  total assets in excess of $1.5 billion at the time of
                       purchase only if the time deposits have maturities of
                       seven days or less.

                       The securities purchased by the Fund consist only of
                       obligations that Mitchell Hutchins determines, pursuant
                       to procedures adopted by the Fund's board of directors
                       ('board'), present minimal credit risks and are 'First
                       Tier Securities' as defined in Rule 2a-7 under the
                       Investment Company Act of 1940. As so defined, First Tier
                       Securities include securities that are rated in the
                       highest short-term rating category by at least two
                       nationally recognized statistical rating organizations
                       ('NRSROs') or by one NRSRO if only one NRSRO has assigned
                       the obligation a short-term rating. First Tier Securities
                       also include unrated securities if Mitchell Hutchins has
                       determined the obligations to be of comparable quality to
                       rated securities that so qualify. The Fund may also
                       purchase 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
                       weighted average maturity of the portfolio based upon its
                       assessment of the relative values of various money market
                       instruments and future interest rate patterns, in order
                       to respond to
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                                                                               5
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PAINEWEBBER
- ---------------------  ---------------------------------------------------------
                       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 markets.

                       While the types of money market instruments in which the
                       Fund invests generally are considered to have low risk of
                       loss of principal or interest, they are not completely
                       risk free. An issuer or guarantor may be unable or
                       unwilling to pay interest or repay principal on its
                       obligations for many reasons, including adverse changes
                       in its own financial condition or in economic conditions
                       generally.

In periods of          During periods when interest rates are declining or
declining              rising, the Fund's yield will tend to lag behind
interest rates, the    prevailing short-term market rates. This means that in
Fund's                 periods of declining interest rates, the Fund's yield
yield will tend to     will tend to be somewhat higher than prevailing market
be                     rates, and in periods of rising interest rates, its yield
somewhat higher than   generally will be somewhat lower. Also, when interest
prevailing market      rates are falling, net cash inflows from the continuous
rates,                 sale of Fund shares are likely to be invested in
and in periods of      portfolio instruments that produce lower yields than the
rising                 balance of the Fund's portfolio, thereby reducing its
rates, lower.          yield. In periods of rising interest rates, the opposite
                       can be true.

                       There can be no assurance that the Fund will achieve its
                       investment objective.

                       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, including
                       securities that are supported by the full faith and
                       credit of the United States (such as Government National
                       Mortgage Association certificates ('GNMAs'), securities
                       supported primarily or solely by the creditworthiness of
                       the issuer (such as securities of the Resolution Funding
                       Corporation and the Tennessee Valley Authority) and
                       securities that are supported primarily or solely by
                       specific pools of assets and the creditworthiness of a
                       U.S. government-related issuer (such as mortgage-backed
                       securities issued by Fannie Mae, also known as the
                       Federal National Mortgage Association, and Freddie Mac,
                       also known as the Federal Home Loan Mortgage
                       Corporation).

                       The Fund 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
- ---------------------  ---------------------------------------------------------
6
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                                                                        CASHFUND
- ---------------------  ---------------------------------------------------------
                       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.

                       VARIABLE AND FLOATING RATE SECURITIES.  The Fund may
                       purchase variable and floating rate securities with
                       remaining maturities in excess of 13 months issued by
                       U.S. government agencies or instrumentalities or
                       guaranteed by the U.S. government. In addition, the Fund
                       may purchase variable and floating rate securities of
                       other issuers with remaining maturities in excess of 13
                       months if the securities are subject to a demand feature
                       exercisable within 13 months or less. The yields on these
                       securities are 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 be backed by letters of credit or other
                       liquidity support arrangements provided by banks or other
                       financial institutions, whose credit standing affects the
                       credit quality of the obligation. Changes in the credit
                       quality of these institutions could cause losses to the
                       Fund and affect its share price.

                       VARIABLE AMOUNT MASTER DEMAND NOTES.  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 Fund
                       and the issuer. 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 may or may
                       not be rated.

                       REPURCHASE AGREEMENTS.  Repurchase agreements are
                       transactions in which the Fund purchases obligations from
                       a bank or securities dealer (or its affiliate) and
                       simultaneously commits to resell the obligations to that
                       counterparty at an agreed-upon date or upon demand and at
                       a price reflecting a market rate of interest unrelated to
                       the coupon rate or maturity of the purchased obligations.

                       Repurchase agreements carry certain risks not associated
                       with direct investments in obligations, including
                       possible decline in the market value of the underlying
                       obligations. Repurchase agreements involving obligations
                       other than U.S. government securities (such as commercial
- ---------------------  ---------------------------------------------------------
                                                                               7
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PAINEWEBBER
- ---------------------  ---------------------------------------------------------
                       paper and corporate bonds) may be subject to special
                       risks and may not have the benefit of certain protections
                       in the event of the counterparty's insolvency. If the
                       seller or guarantor becomes insolvent, the Fund may
                       suffer delays, costs and possible losses in connection
                       with the disposition of collateral. The Fund intends to
                       enter into repurchase agreements only with counterparties
                       in transactions believed by Mitchell Hutchins to present
                       minimal credit risks in accordance with guidelines
                       established by the board.
 
                       FOREIGN SECURITIES.  The Fund may invest in U.S.
                       dollar-denominated securities of foreign issuers,
                       including debt securities of foreign banks, corporations,
                       governments and similar entities. Such investments may
                       consist of obligations of foreign and domestic branches
                       of foreign banks and foreign branches of domestic banks.
                       Such investments may involve risks that are different
                       from investments in U.S. issuers. These risks may include
                       future unfavorable political and economic developments,
                       possible withholding taxes, seizure of foreign deposits,
                       currency controls, interest limitations or other
                       governmental restrictions that might affect the payment
                       of principal or interest on the securities held by the
                       Fund. Additionally, there may be less publicly available
                       information about foreign issuers, as these issuers may
                       not be subject to the same regulatory requirements as
                       domestic issuers.
 
                       LENDING OF PORTFOLIO SECURITIES.  The Fund may lend its
                       securities to qualified broker-dealers or institutional
                       investors in an amount up to 33 1/3% of its total assets.
                       Lending securities enables the Fund to earn additional
                       income but could result in a loss or delay in recovering
                       these securities.
 
                       OTHER INFORMATION.  The Fund may borrow money for
                       temporary purposes, but not in excess of 10% of its total
                       assets, including reverse repurchase agreements involving
                       up to 5% of its net assets.
 
                       The Fund may purchase securities on a 'when-issued'
                       basis, that is, for delivery beyond the normal settlement
                       date at a stated price and yield. The Fund generally
                       would not pay for such securities or start earning
                       interest on them until they are received. However, when
                       the Fund purchases securities on a when-issued basis, it
                       immediately assumes the risks of ownership, including the
                       risk of price fluctuation. Failure by the issuer to
                       deliver a security purchased on a when-issued basis may
                       result in a loss or missed opportunity to make an
                       alternative investment.
 
                       The Fund may invest no more than 10% of its net assets in
                       illiquid securities, including repurchase agreements with
                       maturities in excess of seven days.
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8
<PAGE>
                                                                        CASHFUND
- ---------------------  ---------------------------------------------------------
                       New forms of money market instruments continue to be
                       developed. The Fund may invest in such instruments
                       consistent with its investment objective.

                       The Fund's investment objective may not be changed
                       without the approval of its shareholders. Certain
                       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 board without shareholder approval.

                       YEAR 2000 RISKS.  Like other mutual funds, financial and
                       business organizations around the world, the Fund could
                       be adversely affected if the computer systems used by
                       Mitchell Hutchins, other service providers and entities
                       with computer systems that are linked to the fund's
                       records do not properly process and calculate
                       date-related information and data from and after January
                       1, 2000. This is commonly known as the 'Year 2000 Issue.'
                       Mitchell Hutchins is taking steps that it believes are
                       reasonably designed to address the Year 2000 Issue with
                       respect to the computer systems that it uses and to
                       obtain satisfactory assurances that comparable steps are
                       being taken by the Fund's other major service providers.
                       However, there can be no assurance that these steps will
                       be sufficient to avoid any adverse impact on the Fund.

                       Purchases

The minimum initial    GENERAL.  Shares of the Fund are available through
investment is          PaineWebber and its correspondent firms. Investors may
$1,000. Free credit    contact a local PaineWebber office to open an account.
cash balances of       The minimum initial investment in the Fund is $1,000, and
$500 or more are       the minimum for additional purchases is $500, except as
invested daily and     described below. All free credit cash balances in an
those of $1 or more    investor's PaineWebber brokerage account (including
are invested at each   proceeds from securities sold) of $500 or more are
month end.             automatically invested or 'swept' into shares of the Fund
                       daily for settlement on the next Business Day, and all
                       remaining free credit cash balances of $1 or more are
                       'swept' on the next to last Business Day of each month
                       for settlement on the last Business Day of that month.

                       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 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. A 'Business
                       Day' is any day on which the Boston offices of the Fund's
                       custodian, State Street Bank and Trust Company, and the
                       New York City offices of PaineWebber and PaineWebber's
                       bank, The
- ---------------------  ---------------------------------------------------------
                                                                               9
<PAGE>
PAINEWEBBER
- ---------------------  ---------------------------------------------------------
                       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.

                       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.

                       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.

Fund shares may be     PURCHASES BY WIRE.  Investors may also purchase Fund
purchased by wire,     shares by placing an order through their PaineWebber
check or with funds    Investment Executives or correspondent firms and
held at PaineWebber.   instructing their banks to transfer federal funds by wire
                       to: The Bank of New York, ABA 021-000018, PaineWebber
                       Cashfund, Inc., A/C 890-0114-061, OBI=FBO [Account Name]/
                       [PaineWebber Brokerage Account Number]. The wire must
                       include the investor's name and PaineWebber account
                       number. If PaineWebber receives a notice from an
                       investor'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.

                       Redemptions

Shareholders may       Shareholders may redeem (sell) any number of shares from
redeem any number of   their Fund accounts by wire, check, telephone or mail. In
shares from their      addition, unless shareholders otherwise instruct their
Fund accounts by       PaineWebber Investment Executives, any securities
wire, check,           purchase or other debit in their PaineWebber brokerage
telephone or mail.     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
- ---------------------  ---------------------------------------------------------
10
<PAGE>
                                                                        CASHFUND
- ---------------------  ---------------------------------------------------------
                       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,
Shareholders who are   checks returned 'nonsufficient funds' and checks returned
interested in the      because they are written for less than $500; these
check                  charges will be paid by redeeming automatically an
redemption service     appropriate number of Fund shares. PaineWebber reserves
should obtain the      the right to modify or terminate the checkwriting service
necessary forms from   at any time or to impose a service charge in connection
their PaineWebber      with it.
Investment
Executives or          Shareholders who are interested in the check redemption
correspondent firms.   service should obtain the necessary forms from their
Checks may be          PaineWebber Investment Executives or correspondent firms.
written in             Checkwriting generally is not available to persons who
amounts of $500 or     hold Fund shares through any sub-account or tax-deferred
more.                  retirement plan account.

                       REDEMPTIONS BY TELEPHONE OR MAIL.  Shareholders may
                       submit redemption requests in person or by telephone or
                       mail to their PaineWebber Investment Executives or
                       correspondent firms; PaineWebber Investment Executives in
                       local branches throughout the
- ---------------------  ---------------------------------------------------------
                                                                              11
<PAGE>
PAINEWEBBER
- ---------------------  ---------------------------------------------------------
                       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 request 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 registered, (b) a guarantee
                       of the signature of each registered owner and (c) other
                       supporting legal documents for estates, trusts,
                       guardianships, custodianships, partnerships and
                       corporations.

                       A signature guarantee may be obtained from a domestic
                       bank or trust company, broker, dealer, clearing agency or
                       savings association which is a participant in a medallion
                       program recognized by the Securities Transfer
                       Association. The three recognized medallion programs are
                       Securities Transfer Agents Medallion Program (STAMP),
                       Stock Exchanges Medallion Program (SEMP) and the New York
                       Stock Exchange Medallion Signature Program (MSP).
                       Signature guarantees which are not part of these programs
                       will not be accepted.

                       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. Because the 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
Shareholders should    of shares that were purchased recently, the Fund may
maintain minimum       delay payment until it is assured that it has received
balances of at least   good payment for the purchase of the shares. In the case
$500.                  of purchases by check, this can take up to 15 days.
- ---------------------  ---------------------------------------------------------
12
<PAGE>
                                                                        CASHFUND
- ---------------------  ---------------------------------------------------------
                       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 less 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
                       carried at their face value. Other assets are valued at
                       fair value as determined in good faith by or under the
                       direction of the board.

                       Dividends and Taxes

Dividends accrue to    DIVIDENDS.  Each Business Day, the Fund declares as
shareholder accounts   dividends all of its net investment income. Shares begin
daily and are          earning dividends on the day they are purchased;
automatically paid     dividends are accrued to shareholder accounts daily and
in additional Fund     are automatically paid in additional Fund shares monthly.
shares monthly.        Shares do not earn dividends on the day they are
                       redeemed. 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 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 it
                       distributes to its shareholders.

                       Dividends paid by the Fund generally are taxable to its
                       shareholders as ordinary income, notwithstanding that the
                       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.
- ---------------------  ---------------------------------------------------------
                                                                              13
<PAGE>
PAINEWEBBER
- ---------------------  ---------------------------------------------------------
                       The Fund is required to withhold 31% of all dividends
                       payable to any individuals and certain other noncorporate
                       shareholders who (1) have not provided the Fund or
                       PaineWebber with a correct taxpayer identification number
                       on Form W-9 (for U.S. citizens and resident aliens) or a
                       properly completed claim for exemption on Form W-8 (for
                       nonresident aliens and other foreign entities) or (2)
                       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 board, as part of its overall management
responsible for the    responsibility, oversees various organizations
Fund's day-to-day      responsible for the Fund's day-to-day management.
management.            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.

                       PaineWebber receives a monthly fee for these services,
                       and for the fiscal year ended March 31, 1998, the Fund's
                       effective advisory and administration fee paid to
                       PaineWebber was equal to 0.36% 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.

                       In accordance with procedures adopted by the board, the
                       Fund may pay fees to PaineWebber for its services as
                       lending agent in its portfolio securities lending
                       program. Mitchell Hutchins investment personnel may
                       engage in securities transactions for their own accounts
                       pursuant to a code of ethics that establishes procedures
                       for personal investing and restricts certain
                       transactions.

                       PaineWebber and Mitchell Hutchins are located at 1285
                       Avenue of the Americas, New York, New York 10019. Michell
                       Hutchins is a wholly owned asset management subsidiary of
                       PaineWebber, which is in turn wholly owned by Paine
                       Webber Group Inc., a publicly owned financial services
                       holding company. At June 30, 1998, Mitchell Hutchins was
- ---------------------  ---------------------------------------------------------
14
<PAGE>
                                                                        CASHFUND
- ---------------------  ---------------------------------------------------------
                       adviser or sub-adviser to 31 registered investment
                       companies with 69 separate portfolios and aggregate
                       assets of approximately $40.3 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 reinvested. 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).

The Fund may           The performance of shareholder accounts with small
advertise its          balances will differ from the quoted performance because
'yield' and            daily income for each shareholder account is rounded to
'effective yield.'     the nearest whole penny. Accordingly, very small
The 'effective         shareholder accounts (approximately $35 or lower at
yield' assumes         current interest rates) that generate less than 1/2cents
dividends are          per day of income will earn no dividends.
reinvested.
                       General Information

                       The Fund is registered with the SEC as a diversified,
                       open-end management investment company and was
                       incorporated in Maryland on January 20, 1978. The Fund
                       has an authorized capitalization of 20 billion shares of
                       $0.001 par value common stock. Shareholders of the Fund
                       are entitled to one vote for each full share held and
                       fractional votes for fractional shares held. Voting
                       rights are not cumulative, and as a result, the holders
                       of more than 50% of the shares of the Fund may elect all
                       of its directors.

                       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.
- ---------------------  ---------------------------------------------------------
                                                                              15
<PAGE>
PAINEWEBBER
- ---------------------  ---------------------------------------------------------
To avoid additional    CERTIFICATES.  To avoid additional operating expense and
expense, share         for investor convenience, share certificates are not
certificates are not   issued. Ownership of Fund shares is recorded on a stock
issued.                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.  State Street Bank and
                       Trust Company, One Heritage Drive, North Quincy,
                       Massachusetts 02171, is custodian of the Fund's assets.
                       PFPC Inc. ('PFPC'), a subsidiary of PNC Bank, N.A., 400
                       Bellevue Parkway, Wilmington, Delaware 19809, is the
                       Fund's transfer and dividend disbursing agent.

                       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 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 semiannual financial statements.
- ---------------------  ---------------------------------------------------------
16
<PAGE>
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<PAGE>
 
o Current Income                                         

                                               
                                                PaineWebber
                                                Prospectus

o Stability of Principal
o High Liquidity                                ----------------------------
o Professional Management                       Cashfund, Inc.
o Dividend Reinvestment                            
o Check Writing Privileges
 
Investors should rely on the information
contained or referred to in this
prospectus. The Fund and its distributor
have not authorized anyone to provide
investors with information that is
different. The prospectus is not an offer
to sell shares of the Fund in any
jurisdiction where the Fund or its
distributor may not lawfully sell those
shares.
 
(Copyright) 1998 PaineWebber Incorporated       AUGUST 1, 1998



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