<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)of the Securities
Exchange Act of 1934
[ X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section) 240.14a-11(c) or
(section) 240.14a-12
PCS Cash Fund, Inc.
---------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
---------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1/
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------
4) Dated Filed:
-----------------------------------------------------------------
1/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
PCS CASH FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JUNE 28, 1995
To Our Shareholders:
You are cordially invited to a Special Meeting of Shareholders of PCS
Cash Fund, Inc. (the "Fund") on June 28, 1995, at 1:30 p.m. (New York Time),
in Conference Room 3, at 1221 Avenue of the Americas, 22nd Floor, New York,
New York, 10020, for the purpose of considering the proposals set forth below
and for the transaction of such other business as may properly be brought
before the meeting or any adjournment thereof.
Proposal 1: To consider and act upon a proposal to elect a Board of
Directors (voted on by the shareholders of the Fund
as a whole); and
Proposal 2: To approve or disapprove the voting, in the discretion of
the person or persons named as proxy or proxies, on any
other matters that may properly come before the meeting
and that are deemed appropriate.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting of Shareholders in person. Only shareholders of record at the close
of business on May 10, 1995 are entitled to notice of, and to vote at, this
meeting or any adjournment thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING,
PLEASE COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY
CARD AS SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU
TO SIGN YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AND A
MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE.
VALERIE Y. LEWIS
Secretary
Dated: May 25, 1995
<PAGE>
PCS CASH FUND, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 28, 1995
This Proxy Statement is furnished by the Board of Directors of PCS
Cash Fund, Inc. (the "Fund") in connection with their solicitation of Proxies
for use at the Special Meeting of Shareholders of the Fund (the "Meeting") to
be held on Wednesday, June 28, 1995, at 1:30 p.m. (New York Time), or any
adjournment thereof, in Conference Room 3 at 1221 Avenue of the Americas,
22nd Floor, New York, New York, 10020, the principal executive office of
Morgan Stanley Asset Management Inc. ("MSAM" or the Fund's "Adviser"). The
purpose of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Special Meeting of Shareholders. It is expected that
the Notice of Special Meeting, the Proxy Statement and the Proxy Card will be
mailed to shareholders on or about May 25, 1995.
If the accompanying Proxy Card ("Proxy") is executed properly and
returned, shares represented by it will be voted at the Meeting in accordance
with the instructions on the Proxy. However, if no instructions are
specified, shares will be voted for the election of the Directors of the Fund
(the "Directors") (Proposal 1). Shareholders may revoke their Proxies at any
time prior to the time it is voted by written notice to the Secretary of the
Fund or by attendance at the Meeting.
The close of business on May 10, 1995 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Meeting and at any adjournment thereof. On that date, the portfolios
of the Fund (each, a "Portfolio") had shares of Common Stock outstanding and
entitled to vote as follows:
PORTFOLIO SHARES
--------- ------
Money Market Portfolio . . . . . . . . . . . . . . . 167,825,051.490
Tax-Free Money Market Portfolio . . . . . . . . . . 0
Government Obligations Money Market Portfolio . . . 140,652,813.550
The PCS Tax-Free Money Market Portfolio is not currently offering
shares and has no shares of Common Stock outstanding as of the record date.
Each full share will be entitled to one vote at the Special Meeting and
each fraction of a share will be entitled to the fraction of a vote equal
to the proportion of a full share represented by the fractional share.
The expense of solicitation will be borne by the Fund and will
include reimbursement to brokerage firms and others for expenses in
forwarding proxy solicitation material to beneficial owners. The solicitation
of Proxies will be largely by mail, but may include, without cost to the
Fund, telephonic, telegraphic or oral communications by regular employees of
the Adviser. The solicitation of Proxies is also expected to include
communications by employees of Shareholder Communications Corporation, a
proxy solicitation firm expected to be engaged by the Fund at a cost not
expected to exceed $3,500 plus expenses.
<PAGE>1
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
FOR ITS FISCAL YEAR ENDED JUNE 30, 1994 AND A COPY OF ITS SEMI-ANNUAL REPORT
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 1994 TO ANY SHAREHOLDER
REQUESTING SUCH REPORTS. REQUESTS FOR THE ANNUAL REPORT AND SEMI-ANNUAL
REPORT SHOULD BE MADE IN WRITING TO PCS CASH FUND, INC., C/O PFPC, INC.,
400 BELLEVUE PARKWAY, WILMINGTON, DE, 19809 OR BY CALLING 1-800-533-7719.
If you do not expect to be present at the Meeting and wish your
Shares to be voted, please date and sign the enclosed proxy and mail it in
the enclosed reply envelope, allowing sufficient time for the card to be
received on or before 1:30 p.m. (New York Time) on June 28, 1995.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, it is proposed that nine Directors will be elected to
hold office until their successors are duly elected and qualified. The
persons named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all proxies on behalf of the shareholders for the
election of Barton M. Biggs, John D. Barrett II, Gerard E. Jones, Andrew
McNally IV, Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O.
Robertshaw and Frederick B. Whittemore. Messrs. Whittemore, Jones and Olsen,
who are currently members of the Board of Directors, were elected by
shareholders at a special meeting held on April 14, 1992. The six other
nominees, Messrs. Biggs, Barrett, McNally, Reeves, Reid and Robertshaw, have
not previously been elected by the shareholders and have not previously
served on the Board. John P. Britton, George R. Bunn, Jr., A. Macdonald
Caputo and Peter E. deSvastich have announced their intention to resign from
the Board effective upon the election at the Meeting of the nominees named
herein.
On or about the same date of the Meeting, each of the open-end funds
advised by the Fund's Adviser also is holding a meeting of stockholders at
which among other things, stockholders of such funds are considering a
proposal to elect as Directors of such funds the same nominees nominated to
be Directors of the Fund. Accordingly, if elected, the nominees for Directors
of the Fund also will act as Directors of the Morgan Stanley Institutional
Fund, Inc. and the Morgan Stanley Fund, Inc. (collectively, with the Fund,
the "Open-end Fund Complex"). The Board of Directors believes that this
arrangement will enhance the ability of the Directors to deal expeditiously
with administrative matters common to the Fund and these other funds, such as
evaluating advisory services provided by the Adviser.
Because the corporation does not hold regular annual shareholder
meetings, each nominee, if elected, will hold office until his successor is
elected and qualified. Under Maryland General Corporation Law, a corporation
registered under the Investment Company Act of 1940, as amended (the "1940
Act") is not required to hold an annual meeting in any year in which the
election of Directors is not required to be acted upon under such Act. The
Fund has availed itself of this provision and will achieve cost savings by
eliminating printing costs, mailing charges and other expenses involved in
routine annual meetings.
Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act, or required or permitted by the
Articles of Incorporation and By-Laws of the Fund. In compliance with the
1940 Act, shareholder meetings will be held to elect Directors whenever fewer
than a majority of the Directors holding office have been elected by the
shareholders or, if necessary in the case of filling vacancies, to assure
that at least two-thirds of the Directors holding office after vacancies are
filled have been elected by the shareholders. The Fund may hold shareholder
meetings to approve changes in investment policy, a new investment advisory
agreement or other matters requiring shareholder action under the 1940 Act.
A meeting may also be called by shareholders holding at least 10% of
the shares entitled to vote at the meeting for the purpose of voting upon the
removal of Directors, in which case shareholders may receive assistance in
communicating with other shareholders as if the provisions contained in
Section 16(c) of the 1940 Act applied. In addition, Maryland General
Corporation Law provides for the calling of a special meeting by the written
request of shareholders holding at least 25% of the shares entitled to vote
at the meeting.
Each of the nominees has consented to being named in this Proxy
Statement and to serve as a Director if elected. The Fund knows of no reason
why any nominee would be unable or unwilling to serve if elected. Should any
of the nominees become unable or unwilling to accept nomination or election,
the persons named in the proxy will exercise their voting power to vote for
such person or persons as the management of the Fund may
<PAGE>2
recommend. Directors will be elected by a majority of shareholders entitled
to vote that are present in person or by Proxy at the Meeting. If you give no
voting instructions, your Shares will be voted for all nominees named herein
for Director and in favor of any remaining proposal described in this proxy
statement.
INFORMATION REGARDING NOMINEES
The following information is provided for each nominee. It includes
his name, position with the Fund, length of directorship (if applicable),
age, principal occupations or employment during the past five years,
directorships with other companies which file reports periodically with the
Securities and Exchange Commission and the number and percentage of shares of
the Fund beneficially owned. Some or all Directors and officers of the Fund
may serve on other registered investment companies to which the Adviser or an
affiliated person of the Adviser provides investment advisory services
(collectively, the "Fund Complex").
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE SHARES OF THE FUND
NAME AND POSITION DURING THE PAST FIVE YEARS, BENEFICIALLY OWNED
WITH THE FUND AGE INCLUDING ALL DIRECTORSHIPS AS OF MAY 10, 1995 PERCENTAGE
----------------- --- --------------------------- ------------------ ----------
<S> <C> <C> <C> <C>
Barton M. Biggs* 62 Chairman and Director of Morgan 0 **
NOMINEE FOR DIRECTOR AND Stanley Asset Management Inc. and
CHAIRMAN OF THE BOARD Morgan Stanley Asset Management
Limited; Managing Director of
Morgan Stanley & Co. Incorporated;
Director of Morgan Stanley Group
Inc.; Member of International
Advisory Council of The Thailand Fund;
Director and officer of six funds
in the Fund Complex.
John D. Barrett II 59 Chairman and Director of Barrett 0 **
NOMINEE FOR DIRECTOR Associates, Inc.; Director of The
Ashforth Company and Morgan
Stanley Asia-Pacific Fund, Inc.
Gerard E. Jones 58 Partner in Richards & O'Neil 0 **
DIRECTOR SINCE Director of nine funds in
SEPTEMBER 27, 1988 the Fund Complex.
Andrew McNally IV 55 Chairman and Chief Executive Officer 0 **
NOMINEE FOR DIRECTOR of Rand McNally; Director of
Allendale Insurance Co., Mercury
Finance, Zenith Electronics, Hubbell, Inc.,
The Latin American Discovery Fund, Inc.
and Morgan Stanley Asia-Pacific Fund, Inc.
Warren J. Olsen* 38 Principal of Morgan Stanley & Co. 0 **
DIRECTOR AND PRESIDENT SINCE Incorporated; Vice President of
JANUARY 26, 1989 Morgan Stanley Asset Management
Inc.; Director and officer of fourteen
funds in the Fund Complex.
Samuel T. Reeves 50 Co-chairman of the Board and President, 0 **
NOMINEE FOR DIRECTOR Dunavant Enterprises, Inc.; Director,
Pacific Gas and Electric and PG&E
Enterprises.
<PAGE>3
BUSINESS EXPERIENCE SHARES OF THE FUND
NAME AND POSITION DURING THE PAST FIVE YEARS, BENEFICIALLY OWNED
WITH THE FUND AGE INCLUDING ALL DIRECTORSHIPS AS OF MAY 10, 1995 PERCENTAGE
----------------- --- --------------------------- ------------------ ----------
Fergus Reid 62 Chairman and Chief Executive Officer 0 **
NOMINEE FOR DIRECTOR of LumeLite Corporation; Trustee
and Director of Vista Mutual Fund
Group; Director of five funds in the
Fund Complex.
Frederick O. Robertshaw 61 Of Counsel, Bryan, Cave; Previously 0 **
NOMINEE FOR DIRECTOR associated with Copple, Chamberlin &
Boehm, P.C. and Rake, Copple, Downey &
Black, P.C.; Director of four funds in the
Fund Complex.
Frederick B. Whittemore* 64 Advisory Director of Morgan Stanley 0 **
DIRECTOR AND CHAIRMAN OF THE & Co. Incorporated; Chairman and
BOARD SINCE FEBRUARY 28, 1991 Director of six funds in the Fund Complex.
<FN>
- - ---------------------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is a Director and officer of the Adviser.
Mr. Olsen is an officer of the Adviser. Mr. Whittemore is an Advisory Director of Morgan Stanley & Co.
Incorporated, the Fund's Distributor (the "Distributor").
** Less than 1%.
</FN>
</TABLE>
BOARD APPROVAL OF THE ELECTION OF DIRECTORS
By unanimous consent dated May 8, 1995, the Board approved setting
the number of Directors at nine and recommended that shareholders vote for
each of the nominees for Director named herein. In considering the nomination
of the nominees for election as Directors of the Fund, the Directors took
into account the efficiencies in administering the Fund which common Board
composition among the Open-end Fund Complex may produce. See "Proposal 1:
Election of Directors."
SHAREHOLDER APPROVAL OF THE ELECTION OF DIRECTORS
The favorable vote of a majority of Shares represented at the Meeting
at which a majority of shareholders entitled to vote is present is required
for the election of the Directors. If the Directors are not approved by the
shareholders of the Fund, the current Board of Directors will consider
alternative nominations.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THE DIRECTORS.
<PAGE>4
PROPOSAL 2: TO APPROVE THE VOTING, IN THE DISCRETION OF THE PERSON OR
PERSONS NAMED AS PROXY OR PROXIES, ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING AND THAT ARE DEEMED APPROPRIATE.
While it is anticipated that no matters other than the Proposals set
forth above will come before the meeting for vote of the shareholders, other
matters could potentially be properly brought before the meeting that could
be acted upon by the shareholders of the Fund. As a precaution in case any
such matter should properly come before the meeting for vote of the
shareholders, the shareholders of all the Portfolios may grant the person or
persons named as proxy or proxies to vote in the discretion of such person or
persons with respect to such matters.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE
FOR THIS PROPOSAL 2.
-----------
ADDITIONAL INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
Information about the Fund's current Directors and principal
executive officers, including their names, positions with the Fund, length of
such positions, ages, principal occupations or employment during the past
five years, including directorships, and the number of shares of the Fund
beneficially owned is set forth below. Each officer of the Fund will hold
such office until a successor has been elected by the Board of Directors.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING SHARES OF THE FUND
POSITION WITH THE PAST FIVE YEARS, INCLUDING BENEFICIALLY OWNED
NAME THE FUND AGE ALL DIRECTORSHIPS AS OF MAY 10, 1995**
---- ------------- --- ----------------------------- --------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore* Director and Chairman 64 See "Information Regarding ***
of the Board since Nominees."
February 28, 1991.
John P. Britton Director since 56 President, C F Management, Inc.; ***
September 27, 1988. previously, Senior Vice President
and Chief Investment Officer,
Trenwick America Corporation.
George R. Bunn, Jr. Director since 54 Attorney. ***
September 27, 1988.
A. Macdonald Caputo* Director since 53 Managing Director, Morgan
September 27, 1988. Stanley & Co. Incorporated.
Peter E. deSvastich Director since 51 President and Chief Executive ***
April 7, 1993. Officer, Westhem International Inc.
Gerard E. Jones Director since 58 See "Information Regarding ***
September 27, 1988. Nominees."
Warren J. Olsen* Director and President since 38 See "Information Regarding ***
January 26, 1989. Nominees."
James W. Grisham Vice President since 53 Principal of Morgan Stanley & Co. ***
September 27, 1988. Incorporated; Vice President of
Morgan Stanley Asset Management
Inc.; Officer of various funds of the
Fund Complex.
<PAGE>5
BUSINESS EXPERIENCE DURING SHARES OF THE FUND
POSITION WITH THE PAST FIVE YEARS, INCLUDING BENEFICIALLY OWNED
NAME THE FUND AGE ALL DIRECTORSHIPS AS OF MAY 10, 1995**
---- ------------- --- ----------------------------- --------------------
Harold J. Schaaff, Jr. Vice President since 34 Principal of Morgan Stanley & Co.; ***
March 10, 1994. General Counsel and Secretary of
Morgan Stanley Asset Management
Inc.; Officer of various funds of
the Fund Complex.
Joseph P. Stadler Vice President since 40 Vice President of Morgan Stanley ***
March 10, 1994. Asset Management Inc.; Officer of
various funds of the Fund Complex;
Previously with Price Waterhouse.
Valerie Y. Lewis Secretary since 39 Vice President of Morgan Stanley ***
February 15, 1990. Asset Management Inc.; Officer of
various funds of the Fund Complex;
Previously with Citicorp.
Hilary D. Toole Assistant Secretary since 31 Associated with Morgan Stanley ***
March 10, 1994. Asset Management Inc.; Officer of
various funds of the Fund Complex.
Previously with Reboul, MacMurray,
Hewitt, Maynard & Kristol.
Joseph J. Gramlich Assistant Secretary since 52 Senior Vice President, PFPC Inc. and ***
August 4, 1989. PNC Bank N.A.
Stephen M. Wynne Treasurer since 40 Vice President, PFPC Inc. and ***
August 4, 1989. PNC Institutional Management
Corporation.
Charles D. Curtis, Jr. Assistant Treasurer since 39 Vice President, PFPC Inc. ***
August 4, 1989.
<FN>
- - ----------------------
* "Interested person" within the meaning of the 1940 Act. Messrs.
Whittemore and Caputo are Advisory Directors of Morgan Stanley & Co.
Incorporated, the Fund's Distributor. Mr. Olsen is an officer of the
Adviser.
** This information has been provided by each Director and officer of the
Fund.
*** As of May 10, 1995, to Fund management's knowledge, the Directors
and executive officers (15 persons) of the Fund, individually and as a
group, beneficially owned less than 0.05% of the outstanding shares of
the Fund or any Portfolio thereof.
</FN>
</TABLE>
<PAGE>6
The aggregate compensation paid by the Fund to each of the Fund's
Directors serving during the fiscal year ended June 30, 1994 is set forth in
the compensation table below. The aggregate compensation paid to such
Directors during calendar year 1994 by the Fund Complex is also set forth in
the compensation table below.
<TABLE>
<CAPTION>
COMPENSATION TABLE
TOTAL COMPENSATION
AGGREGATE PENSION OR RETIREMENT FROM THE FUND AND NUMBER OF FUNDS IN
COMPENSATION FROM BENEFITS ACCRUED AS FUND COMPLEX PAID TO FUND COMPLEX FOR
NAME OF PERSON, POSITION THE FUND** PART OF FUND EXPENSES DIRECTORS WHICH DIRECTOR SERVES
- - ------------------------ ----------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Frederick B. Whittemore $10,400 $0 $57,400 6
John P. Britton 10,100 0 26,600 2
George R. Bunn, Jr. 13,650 0 32,000 2
A. Macdonald Caputo* 0 0 0 2
Gerard E. Jones 10,100 0 80,057 9
Warren J. Olsen* 0 0 0 15***
Peter E. deSvastich 10,100 0 29,958 3
<FN>
- - -----------------
* Messrs. Caputo and Olsen do not receive any compensation from the Fund
or any other U.S. registered investment company in the Fund Complex for
their services as directors of such investment companies.
** In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to decrease
the level of fees payable by the Fund to the Directors. The
Fund currently pays Messrs. Britton, Bunn, Jones and deSvastich an
annual fee of $6,500 plus $600 for each meeting of the Board of
Directors or a committee of the Board attended, plus certain
out-of-pocket expenses. The Chairman of the Fund receives $8,000 plus
$800 for each meeting of the Board of Directors. The Fund also pays the
Audit Committee an annual fee of $1,000 plus $100 for each meeting of
the Audit Committee attended. The fees paid to such Chairman are in
addition to the fees the Chairman receives for serving as a Director.
For the fiscal year ended December 31, 1994, the Fund paid aggregate
fees and expenses of $54,350 to the Chairman Messrs. Britton, Bunn,
Jones and deSvastich. If each of the six nominees named herein who is
not an "interested person" is elected at the Meeting, the Fund would
pay annual aggregate fees of $61,800 under the existing fee arrangement,
assuming each such nominee attended all Board and committee meetings.
Effective immediately following the Meeting, the Open-end Fund
Complex will pay each of the six Directors of the Open-end Fund Complex
who is not an "interested person" an annual aggregate fee of $55,000,
plus out-of-pocket expenses. The Open-end Fund Complex will pay each of
the members of the Fund's Audit Committee, which will consist of the
Fund's Directors who are not "interested persons," an additional annual
aggregate fee of $10,000 for serving on such committee. Such fees will
be allocated among the three funds in the Open-end Fund Complex in
direct proportion to their respective average net assets. For example,
under the new arrangement, the Fund would have paid, based on the
average net assets of the funds in the Open-end Fund Complex at April
30, 1995, annual aggregate fees of $20,007, including fees payable to
members of the Audit Committee. The level of fees payable by the Fund to
its Directors will be reviewed by the Directors annually and will be
determined on the basis of the average net assets of the Open-end Fund
Complex at the close of each calender year end.
*** During the 1994 calender year, Mr. Olsen terminated his service as a
Director of one of the funds in the Fund Complex.
</FN>
</TABLE>
There were four meetings of the Board of Directors held during the
fiscal year ended June 30, 1994. In such fiscal year, all Directors attended
at least 75% of the meetings of the Board of Directors held during their
respective terms.
The Board of Directors has an Audit Committee. The Audit Committee
makes recommendations to the full Board of Directors with respect to the
engagement of independent accountants and reviews, with the independent
accountants, the results of the audit engagement and matters having a
material effect on the Fund's financial operations. The members of the Audit
Committee are Messrs. Britton, Bunn, deSvastich and Jones each of whom is not
an "interested person" within the meaning of the 1940 Act. The Audit Committee
met two times during the fiscal year ended June 30, 1994. In such fiscal
year, all members attended at least 75% of the meetings of the Audit
Committee held during their respective terms.
<PAGE>7
INDEPENDENT ACCOUNTANTS
A majority of the Fund's Board of Directors who are not "interested
persons" of the Fund have selected Coopers & Lybrand, L.L.P. as the
independent accountants of the Fund for the fiscal year ending June 30, 1995.
A representative of Coopers & Lybrand, L.L.P. is expected to be available by
telephone at the Meeting to make a statement if desired and to be available
to respond to appropriate questions from shareholders.
BENEFICIAL OWNERS
To the knowledge of Fund Management, as of May 10, 1995, there were
no beneficial owners of 5% or more of the outstanding shares of the Money
Market Market Portfolio. To the knowledge of Fund Management, as of May 10,
1995, the following were beneficial owners of 5% or more of the outstanding
shares of the Government Obligations Portfolio:
<TABLE>
<CAPTION>
NAME & ADDRESS AMOUNT OF BENEFICIAL OWNERSHIP PERCENT OF TOTAL SHARES OUTSTANDING
- - -------------- ------------------------------ ----------------------------------
<S> <C> <C>
Zweig-Dimenna Partners, L.P. 51,334,683.800 36%
c/o Prime Brokerage
Attn: Sheung Tam
One Pierrepont Plaza, 10th Floor
Brooklyn, NY 11202-2776
Desantis Capital Management 19,630,238.250 14%
A/C Desantis Capital Partners
One Busch Street, Suite 1800
San Francisco, CA 94104-4425
Zweig-Dimenna Special Opportunities, L.P. 12,128,172.570 9%
Attn: Sheung Tam
One Pierrepont Plaza, 10th Floor
Brooklyn, NY 11202-2776
Applewood Associates, L.P. 8,316,102.730 6%
Attn: Barry Rubenstein
39 Woodland Road
Roslyn, NY 11576-1435
Boston Safe Deposit & Trust Co. 8,191,960.050 6%
As Trustee for the Kodak Retirement Income Plan
c/o Wyser-Pratte & Co., Inc.
63 Wall Street, 24th Floor
New York, NY 10005-3001
Weyerhaeuser Master Retirement 8,012,684.570 6%
Attn: Richard Portogallo Trust
One Pierrepont Plaza, 10th Floor
Brooklyn, NY 11202-2776
</TABLE>
As of May 10, 1995, the Directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding Shares of the Fund.
<PAGE>8
SUBMISSION OF SHAREHOLDER PROPOSALS
As a Maryland corporation, the Fund is not required to hold annual
shareholder meetings. Shareholders who wish to present a proposal for action
at the next meeting or suggestions as to nominees for the Board of Directors
should submit the proposal or suggestions to be considered to the Fund within
a reasonable time in advance of any such meeting for inclusion in the Fund's
proxy statement and form of proxy for such meeting. The Board of Directors
will give consideration to shareholder suggestions as to nominees for the
Board of Directors. Shareholders retain the right, under limited
circumstances, to request that a meeting of shareholders be held for the
purpose of considering the removal of a Director from office, and if such a
request is made, the Fund will assist with shareholder communications in
connection with the meeting.
OTHER MATTERS
No business other than the matters described above is expected to
come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed proxy will vote thereon according
to their best judgment in the interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
VALERIE Y. LEWIS
Secretary
Dated: May 25, 1995
<PAGE>9
GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PCS CASH FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J.
Schaaff, Jr. and Valerie Y. Lewis, and each of them (with full power of
substitution) proxies to vote for the undersigned all shares of PCS Cash
Fund, Inc. (the "Fund") that the undersigned would be entitled to vote if
personally present at the Special Meeting of Shareholders to be held on June
28, 1995 at 1:30 p.m. and any adjournment thereof, upon matters set forth in
the Notice of Special Meeting of Shareholders. Said proxies are directed to vo
te or refrain from voting pursuant to the Proxy Statement as checked below
upon the following matters:
1. Election of Directors
[] FOR all nominees listed below. [] FOR all nominees listed below except
those whose names have been stricken
[] WITHHOLD AUTHORITY to vote
for all nominees listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE NOMINEES,
STRIKE A LINE THROUGH THE NAME OF EACH SUCH NOMINEE(S) BELOW.)
Barton M. Biggs, John D. Barrett II, Gerald E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the
person or the persons named as proxy or proxies on any matter that
may properly come before the meeting and that are deemed appropriate.
[] FOR [] AGAINST [] ABSTAIN
<PAGE>
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTORS
NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE
Dated ______________________________ , 1995
Name(s) of Shareholder(s)
By: ______________________________________
Title ____________________________________
<PAGE>
MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PCS CASH FUND, INC.
The undersigned hereby appoints Warren J. Olsen, Harold J. Schaaff, Jr.
and Valerie Y. Lewis, and each of them (with full power of substitution)
proxies to vote for the undersigned all shares of PCS Cash Fund, Inc.
(the "Fund") that the undersigned would be entitled to vote if personally
present at the Special Meeting of Shareholders to be held on June 28, 1995
at 1:30 p.m. and any adjournment thereof, upon matters set forth in the
Notice of Special Meeting of Shareholders. Said proxies are directed to
vote or refrain from voting pursuant to the Proxy Statement as checked
below upon the following matters:
1. Election of Directors
[] FOR all nominees listed below. [] FOR all nominees listed below except
those whose names have been stricken.
[] WITHHOLD AUTHORITY to vote
for all nominees listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE NOMINEES,
STRIKE A LINE THROUGH THE NAME OF EACH SUCH NOMINEE(S) BELOW.)
Barton M. Biggs, John D. Barrett II, Gerald E. Jones, Andrew McNally IV,
Warren J. Olsen, Samuel T. Reeves, Fergus Reid, Frederick O. Robertshaw,
Frederick B. Whittemore
2. To approve or disapprove the voting, in the discretion of the
person or the persons named as proxy or proxies on any matter that
may properly come before the meeting and that are deemed appropriate.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTORS
NOMINATED BY THE BOARD AND FOR PROPOSAL 2. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS AND THE PROXY STATEMENT OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE
Dated ______________________________ , 1995
Name(s) of Shareholder(s)
By: ______________________________________
Title ____________________________________
<PAGE>
