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PCS CASH FUND, INC.
(THE "COMPANY")
PCS MONEY MARKET PORTFOLIO
PCS GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
PCS TAX-FREE MONEY MARKET PORTFOLIO
(EACH, A "PCS PORTFOLIO," OR TOGETHER, THE "PCS PORTFOLIOS")
SUPPLEMENT DATED JULY 26, 1996
TO PROSPECTUS DATED NOVEMBER 1, 1995
The disclosure in the Prospectus of the Company dated November 1, 1995 is
amended and supplemented by the following:
On July 16, 1996, the Company's Board of Directors approved, subject to
shareholder approval, the following:
1. A proposal to approve an Agreement and Plan of Reorganization and
Liquidation between the Company, on behalf of the PCS Money Market
Portfolio, and the Morgan Stanley Fund, Inc., on behalf of the Morgan
Stanley Money Market Fund.
2. A proposal to approve an Agreement and Plan of Reorganization and
Liquidation between the Company, on behalf of the PCS Government
Obligations Money Market Portfolio, and the Morgan Stanley Fund, Inc., on
behalf of the Morgan Stanley Government Obligations Money Market Fund.
In a proxy statement and related proxy materials, Proposal No. 1 will be
submitted to the shareholders of the PCS Money Market Portfolio and proposal No.
2 will be submitted to shareholders of the PCS Government Obligations Money
Market Portfolio at a special shareholder meeting scheduled for August 23, 1996.
Shareholders of record of the Company on July 17, 1996 will be entitled to vote
on the proposal(s) relating to their PCS Portfolio(s). There is no similar
proposal for the PCS Tax-Free Money Market Portfolio, because it has not
commenced operations and it has no shareholders.
The Agreement and Plan of Reorganization and Liquidation (the "Agreement")
will be executed with respect to a PCS Portfolio if the shareholders of that PCS
Portfolio approve the relevant proposal, regardless of whether shareholders of
the other PCS Portfolio approve the other proposal. Assuming approval by the
shareholders of the applicable PCS Portfolio, all of the assets and liabilities
of the PCS Money Market Portfolio will be transferred to the Morgan Stanley
Money Market Fund in exchange for its shares and all of the assets and
liabilities of the PCS Government Obligations Money Market Portfolio will be
transferred to the Morgan Stanley Government Obligations Money Market Fund in
exchange for its shares (the "Reorganization," and each of the foregoing Morgan
Stanley Money Market Fund and Morgan Stanley Government Obligations Money Market
Fund, an "MSF Fund," and together, the "MSF Funds"). In the Reorganization,
holders of each of the PCS Portfolios will receive that number of shares of the
corresponding MSF Fund equal to the number of shares held by such holders in
their PCS Portfolio. In addition, the Agreement provides that the net asset
value per share of each PCS Portfolio and the corresponding MSF Fund will be
equal. Each of the MSF Funds will have an identical investment objective and
substantially similar investment policies and limitations and fees and expenses
as the corresponding PCS Portfolio. PCS will take steps to effect the
termination of each PCS Portfolio involved in the Reorganization and if both of
the PCS Portfolios have obtained shareholder approval, the termination of the
Company itself.
PLEASE RETAIN THIS SUPPLEMENT
FOR FUTURE REFERENCE
