PCS CASH FUND INC
N-30D, 1996-08-27
Previous: PUTNAM MANAGED MUNICIPAL INCOME TRUST, DEFA14A, 1996-08-27
Next: FIRST FEDERAL FINANCIAL SERVICES CORP, 8-K, 1996-08-27








                         ==============================

                               PCS CASH FUND, INC.


                        ---------------------------------
                                  ANNUAL REPORT
                                  JUNE 30, 1996
                        ---------------------------------

                           PCS MONEY MARKET PORTFOLIO

                           PCS GOVERNMENT OBLIGATIONS
                             MONEY MARKET PORTFOLIO
                        ---------------------------------

                         ==============================

<PAGE>


                               PCS CASH FUND, INC.



PRESIDENT'S LETTER

To Our Shareholders:

Enclosed is the annual report for the PCS Cash  Fund,Inc.  The Fund is currently
operating  two   portfolios: PCS  Money  Market  Portfolio  and  PCS  Government
Obligations  Money  Market  Portfolio.  At year end on June 30, 1996 the size of
PCS Money Market Portfolio  remained  basically  unchanged  from the Portfolio's
size at the beginning of the year  (approximately $171.5 million on July 1, 1995
to $170.9 million at June 30, 1996), while the PCS Government Obligations  Money
Market  Portfolio net assets  increased from $67.5 million to $145.9 million for
the same period.

We are  pleased to report that the PCS Cash  Fund continues  to meet its goal of
providing as high a level of interest income as is consistent  with  maintaining
liquidity and stability of principal,  and that the Fund holds only high quality
securities with over 90% invested in securities rated A1+/P1.

In the coming  months the Fund will continue to emphasize  performance,  quality
and service to its  shareholders.  As we have  previously  reported to you,  the
Fund's  Board  of Directors  has  recommended  that  the  Fund's  Portfolios  be
reorganized into the Morgan Stanley Fund, Inc.,  and I urge you to vote in favor
of this proposal. Upon completion of the reorganization, your Fund will continue
to have the same portfolio management and shareholders will experience no change
in our emphasis on performance,  quality and  service. Additionally, the overall
fees charged to the Fund by its various service providers will not change.  Over
time, we anticipate that the  reorganization  will help us increase assets under
management  and achieve  certain  efficiencies. Finally, management of the Fund,
including your Board ofDirectors, will remain in place.

We  sincerely  value your  participation  as a  shareholder  and if you have any
suggestions regarding the Fund, please let us know.

                                            Very truly yours,

                                            /s/  WARREN J. OLSEN

                                            Warren J. Olsen
                                            President
August 6, 1996


<PAGE>


                               PCS CASH FUND, INC.
                             MONEY MARKET PORTFOLIO
                             STATEMENT OF NET ASSETS
                                  JUNE 30, 1996
                                                          FACE
                                                         AMOUNT
                                                          (000)        VALUE
                                                          -----        -----
AGENCY OBLIGATIONS (11.6%)
      Federal Home Loan Bank Discount Note
        5.52%, 07/01/96 .............................    $10,000   $10,000,000
      Federal National Mortgage Association
        Discount Note
        5.18%, 09/20/96 .............................     10,000     9,883,450
                                                                   -----------
   TOTAL AGENCY OBLIGATIONS (COST $19,883,450) ......               19,883,450
                                                                   -----------
CERTIFICATES OF DEPOSIT (10.5%)
      BANKS
        Duetsche Bank Financial, Inc.
          5.37%, 07/10/96 ...........................      6,000     6,000,000
        National Westminister Bank (NY)
          5.36%, 07/10/96 ...........................      6,000     6,000,015
        Royal Bank of Canada (NY) (Banks LOC)
          6.05%, 06/11/97 ...........................      6,000     6,000,000
                                                                   -----------
   TOTAL CERTIFICATES OF DEPOSIT (COST $18,000,015) .               18,000,015
                                                                   -----------
COMMERCIAL PAPER (35.4%)
      BEVERAGES (3.5%)
        Coca-Cola Financial Corp.
          5.28%, 08/08/96 ...........................      6,000     5,966,560
                                                                   -----------

      COMPUTER & OFFICE EQUIPMENT (4.0%)
        Hewlett-Packard Co. 
          5.38%, 09/24/96 ...........................      7,000     6,911,081
                                                                   -----------

      FINANCIAL (8.7%)
        Abbey Nat'l North Amer. Corp.
          5.35%, 11/29/96 ...........................      3,000     2,932,679
        ABN-AMRO North American Finance Corp.
          5.30%, 07/11/96 ...........................      6,000     5,991,167
        UBS Financial, Inc.
          5.55%, 07/01/96 ...........................      6,000     6,000,000
                                                                   -----------
      TOTAL FINANCIAL ...............................               14,923,846
                                                                   -----------

                 See accompanying notes to financial statements.

                                        2

<PAGE>


                               PCS CASH FUND, INC.
                             MONEY MARKET PORTFOLIO
                       STATEMENT OF NET ASSETS (CONTINUED)
                                  JUNE 30, 1996

                                                        FACE
                                                       AMOUNT
                                                        (000)        VALUE
                                                        -----        -----
COMMERCIAL PAPER (CONTINUED)
      MOTOR VEHICLES & CAR BODIES (4.6%)
        Daimler Benz
          5.38%, 08/02/96 ......................       $ 3,000   $ 2,985,653
          5.44%, 11/14/96 ......................         5,000     4,897,339
                                                                 -----------
      TOTAL MOTOR VEHICLES & CAR BODIES ........                   7,882,992
                                                                 -----------
      OIL & GAS (3.5%)
        Koch Industries, Inc.
          5.30%, 07/15/96 ......................         6,000     5,987,633
                                                                 -----------
      RESTAURANTS (4.1%)
        McDonald's Corp.
          5.35%, 07/15/96 ......................         7,000     6,985,436
                                                                 -----------
      SERVICES - EDUCATIONAL (3.5%)
        Harvard University
          5.34%, 07/23/96 ......................         6,000     5,980,420
                                                                 -----------
      TELECOMMUNICATIONS (3.5%)
        Ameritech Capital Funding Corp.
          5.28%, 07/16/96 ......................         6,000     5,986,800
                                                                 -----------
   TOTAL COMMERCIAL PAPER (COST $60,624,768)....                  60,624,768
                                                                 -----------

                 See accompanying notes to financial statements.

                                        3

<PAGE>


                               PCS CASH FUND, INC.
                             MONEY MARKET PORTFOLIO
                       STATEMENT OF NET ASSETS (CONCLUDED)
                                  JUNE 30, 1996

                                                        FACE
                                                       AMOUNT
                                                        (000)           VALUE
                                                        -----           -----
VARIABLE RATE OBLIGATIONS (25.2%)
      Federal National Mortgage Association
        Floating Rate Notes
        5.18%, 07/01/96** ........................      $ 5,000    $  4,998,642
        5.19%, 09/02/96** ........................       15,000      15,000,000
        5.25%, 10/11/96** ........................        3,000       2,999,176
      Federal National Mortgage Association
        Medium Term Note
        5.28%, 07/16/96** ........................        5,000       4,999,626
      Student Loan Marketing Association
        Floating Rate Note
        5.59%, 07/02/96** ........................       15,000      15,008,299
                                                                   ------------

   TOTAL VARIABLE RATE OBLIGATIONS
        (COST $43,005,743) .......................                   43,005,743
                                                                   ------------
REPURCHASE AGREEMENT (17.2%)
      Goldman, Sachs & Co. 5.38%, 07/01/96
        (Agreement dated 06/28/96, to be
        repurchased at $29,379,154
        collateralized by $29,325,000, U.S.
        Treasury Bonds 7.25%, due 05/15/16.
        The total market value and accrued
        interest of the collateral is
        $30,235,908) (cost $29,366,000) ..........       29,366      29,366,000
                                                                   ------------
TOTAL INVESTMENTS (COST $170,879,976*) ...   99.9%                 $170,879,976
OTHER ASSETS .............................    0.3%                      447,415
LIABILITIES ..............................   (0.2%)                    (354,365)
                                                                   ------------
NET ASSETS (BASED ON 171,084,598
   SHARES, HAVING A PAR VALUE OF
   $.001 PER SHARE) ......................  100.0%                 $170,973,026
                                            ======                 ============
NET ASSET VALUE, OFFERING AND REDEMPTION
   PRICE PER SHARE ($170,973,026 (DIVIDE)
   171,084,598 SHARES OUTSTANDING) ...............                        $1.00
                                                                          =====
- ----------
 * Also cost for Federal income tax purposes.
** Variable Rate  Obligations  --  the  interest  rate shown  is  the rate as of
   June 30, 1996  and  the  maturity  date  is  the shorter of the next interest
   readjustment date or the date the principal  amount  can be recovered through
   demand.

                 See accompanying notes to financial statements.

                                        4

<PAGE>


                               PCS CASH FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                             STATEMENT OF NET ASSETS
                                  JUNE 30, 1996

                                                        FACE
                                                       AMOUNT
                                                        (000)          VALUE
                                                        -----          -----
AGENCY OBLIGATIONS (82.1%)
      Federal Farm Credit Bank Discount Note
        5.29%, 07/02/96 .......................        $10,000   $  9,998,531
      Federal Home Loan Bank Discount Notes
        5.52%, 07/01/96 .......................         30,000     30,000,000
        5.26%, 07/05/96 .......................         10,000      9,994,156
      Federal Home Loan Mortgage Corporation
        Discount Notes
        5.24%, 07/03/96 .......................         10,000      9,996,846
        5.31%, 07/08/96 .......................         10,000      9,989,675
        5.26%, 07/10/96 .......................         10,000      9,986,850
        5.28%, 07/15/96 .......................         10,000      9,979,467
        5.29%, 07/16/96 .......................         10,000      9,977,958
        5.29%, 07/18/96 .......................         10,000      9,975,019
        5.30%, 07/23/96 .......................         10,000      9,967,611
                                                                 ------------
   TOTAL AGENCY OBLIGATIONS (COST $119,866,113)                   119,866,113
                                                                 ------------
VARIABLE RATE OBLIGATIONS (4.8%)
      Federal National Mortgage Association
        Floating Rate Note
        5.25%, 10/11/96** .....................          2,000      1,999,451
      Federal National Mortgage Association
        Medium Term Note
        5.28%, 07/16/96** .....................          5,000      4,999,626
                                                                 ------------
   TOTAL VARIABLE RATE OBLIGATIONS
     (COST $6,999,077) ........................                     6,999,077
                                                                 ------------
REPURCHASE AGREEMENT (13.2%)
      Goldman, Sachs & Co. 5.38%, 07/01/96
        (Agreement dated 06/28/96, to
        be repurchased at $19,294,639
        collateralized by $19,260,000,
        U.S. Treasury Bonds 7.25%, due
        05/15/16. The total market value
        and accrued interest of the
        collateral is $19,858,264)
        (cost $19,286,000) ....................         19,286     19,286,000
                                                                 ------------

                 See accompanying notes to financial statements.

                                        5

<PAGE>


                               PCS CASH FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENT OF NET ASSETS (CONCLUDED)
                                  JUNE 30, 1996



                                                                    VALUE
                                                                    -----
TOTAL INVESTMENTS (COST $146,151,190)   100.1%                 $ 146,151,190
OTHER ASSETS .........................    0.0%                        43,994
LIABILITIES ..........................   (0.1%)                    (217,628)
                                                               -------------
NET ASSETS (BASED ON 146,076,545
   SHARES, HAVING A PAR VALUE OF 
   $.001 PER SHARE)...................  100.0%                 $ 145,977,556
                                        ======                 =============
NET ASSET VALUE, OFFERING AND REDEMPTION
   PRICE PER SHARE ($145,977,556 (DIVIDE)
   146,076,545 SHARES OUTSTANDING)                                     $1.00
                                                                       =====

- ----------
 * Also cost for Federal income tax purposes.
** Variable  Rate  Obligations  --  the  interest  rate  shown is the rate as of
   June 30, 1996  and  the  maturity  date  is  the shorter of the next interest
   readjustment date or the date  the  principal amount can be recovered through
   demand.

                 See accompanying notes to financial statements.

                                        6

<PAGE>


                               PCS CASH FUND, INC.

                            STATEMENTS OF OPERATIONS
                        FOR THE YEAR ENDED JUNE 30, 1996

<TABLE>
<CAPTION>
                                                                     GOVERNMENT OBLIGATIONS
                                                      MONEY MARKET       MONEY MARKET
                                                        PORTFOLIO         PORTFOLIO
                                                      ------------   ----------------------
<S>                                                     <C>               <C>       
INVESTMENT INCOME
   Interest ........................................    $9,502,974        $4,948,893
                                                        ----------        ----------
EXPENSES
   Distribution fees (Note 2) ......................       843,776           439,236
   Investment advisory fees (Note 2) ...............       759,398           395,312
   Administration fees (Note 2) ....................       167,790           105,462
   Registration fees ...............................        95,232            26,020
   Custodian fees (Note 2) .........................        50,957            26,756
   Transfer agent fees (Note 2) ....................        49,945            12,000
   Printing fees ...................................        26,500            22,500
   Audit fees ......................................        17,250            16,445
   Insurance expense ...............................        15,485            15,485
   Legal fees ......................................        15,356            12,978
   Directors' fees .................................         8,597             8,597
   Miscellaneous expense ...........................        10,443            10,959
                                                        ----------        ----------
                                                         2,060,729         1,091,750
LESS FEES VOLUNTARILY WAIVED (NOTE 2) ..............      (406,928)         (257,203)
                                                        ----------        ----------
   Total Expenses ..................................     1,653,801           834,547
                                                        ----------        ----------
NET INVESTMENT INCOME ..............................     7,849,173         4,114,346
NET REALIZED LOSS ON INVESTMENTS ...................       (99,906)          (98,989)
                                                        ----------        ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $7,749,267        $4,015,357
                                                        ==========        ==========
</TABLE>

                 See accompanying notes to financial statements.

                                        7

<PAGE>


                                                    PCS CASH FUND, INC.

                                                  MONEY MARKET PORTFOLIO
                                             STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                              FOR THE YEAR      FOR THE YEAR
                                                                 ENDED             ENDED
                                                              JUNE 30, 1996     JUNE 30, 1995
                                                              -------------     -------------
<S>                                                           <C>              <C>         
INCREASE (DECREASE) IN NET ASSETS:
   Operations:
      Net investment income ..............................    $  7,849,173     $  6,917,658
      Net realized loss on investments ...................         (99,906)         (11,667)
                                                              ------------     ------------
      Net increase in net assets resulting from operations       7,749,267        6,905,991
                                                              ------------     ------------
   Dividends to shareholders from:
      Net investment income ($.0463 and $.0446 per
        share, respectively) .............................      (7,849,173)      (6,917,658)
      Net realized gains ($.0000 and $.0001 per
        share, respectively) .............................              --           (7,700)
                                                              ------------     ------------
   Total dividends to shareholders .......................      (7,849,173)      (6,925,358)
                                                              ------------     ------------
   Decrease in net assets derived from capital
     share transactions (Note 3) .........................        (441,635)      (5,064,947)
                                                              ------------     ------------
   Total decrease in net assets ..........................        (541,541)      (5,084,314)
NET ASSETS:
   Beginning of year .....................................     171,514,567      176,598,881
                                                              ------------     ------------
   End of year ...........................................    $170,973,026     $171,514,567
                                                              ============     ============
</TABLE>

                 See accompanying notes to financial statements.

                                        8

<PAGE>


                               PCS CASH FUND, INC.

                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                               FOR THE YEAR    FOR THE YEAR
                                                                  ENDED            ENDED
                                                              JUNE 30, 1996    JUNE 30, 1995
                                                              -------------    -------------
<S>                                                           <C>              <C>         
INCREASE (DECREASE) IN NET ASSETS:
   Operations:
      Net investment income ..............................    $  4,114,346     $  9,351,381
      Net realized gain (loss) on investments ............         (98,989)          11,936
                                                              ------------     ------------
      Net increase in net assets resulting from operations       4,015,357        9,363,317
                                                              ------------     ------------
   Dividends to shareholders from:
      Net investment income ($.0464 and $.0448 per
        share, respectively) .............................      (4,114,346)      (9,351,381)
      Net realized gains ($.0001 and $.0000 per
        share, respectively) .............................         (11,936)            (572)
                                                              ------------     ------------
   Total dividends to shareholders .......................      (4,126,282)      (9,351,953)
                                                              ------------     ------------
   Increase (decrease) in net assets derived from capital
     share transactions (Note 3) .........................      78,583,923      (35,057,979)
                                                              ------------     ------------
   Total increase (decrease) in net assets ...............      78,472,998      (35,046,615)
NET ASSETS:
   Beginning of year .....................................      67,504,558      102,551,173
                                                              ------------     ------------
   End of year ...........................................    $145,977,556     $ 67,504,558
                                                              ============     ============
</TABLE>

                 See accompanying notes to financial statements.

                                        9

<PAGE>


                               PCS CASH FUND, INC.
                              FINANCIAL HIGHLIGHTS
                  (for a share outstanding through each period)

<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
                                                 FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR
                                                     ENDED           ENDED           ENDED           ENDED           ENDED
                                                 JUNE 30, 1996   JUNE 30, 1995   JUNE 30, 1994   JUNE 30, 1993   JUNE 30, 1992
                                                 -------------   -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>             <C>    
NET ASSET VALUE, BEGINNING OF PERIOD ........       $  1.00         $  1.00         $  1.00         $  1.00         $  1.00
                                                    -------         -------         -------         -------         -------

Income from investment operations:
   Net investment income ....................        0.0463          0.0446          0.0246          0.0243          0.0402
   Net realized gains/(losses) on investments        (.0006)         0.0001              --          0.0001              --
Less dividends to shareholders from:
   Net investment income ....................       (0.0463)        (0.0446)        (0.0246)        (0.0243)        (0.0402)
   Net realized gains .......................            --         (0.0001)             --         (0.0001)             --
                                                    -------         -------         -------         -------         -------
NET ASSET VALUE, END OF PERIOD ..............       $  1.00         $  1.00         $  1.00         $  1.00         $  1.00
                                                    =======         =======         =======         =======         =======
Total return ................................         4.72%           4.55%           2.49%           2.47%           4.11%
Ratios of expenses to average net assets ....         0.98%(b)        0.98%(b)        0.98%(b)        0.98%(b)        0.98%(b)
Ratios of net investment income to
   average net assets .......................         4.65%(b)        4.45%(b)        2.45%(b)        2.44%(b)        3.97%(b)
Net assets at end of period (000) ...........      $170,973        $171,515        $176,599        $156,310        $190,034
</TABLE>


<TABLE>
<CAPTION>
GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                                                                                                                 FOR THE PERIOD
                                                                                                                 MARCH 12, 1992
                                                 FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR     (COMMENCEMENT
                                                     ENDED           ENDED           ENDED           ENDED        OF OPERATIONS)
                                                 JUNE 30, 1996   JUNE 30, 1995   JUNE 30, 1994   JUNE 30, 1993   TO JUNE 30, 1992
                                                 -------------   -------------   -------------   -------------   ----------------
<S>                                                 <C>             <C>             <C>             <C>             <C>    
NET ASSET VALUE, BEGINNING OF PERIOD ........       $  1.00         $  1.00         $  1.00         $  1.00         $  1.00
                                                    -------         -------         -------         -------         -------
Income from investment operations:
   Net investment income ....................        0.0464          0.0448          0.0243          0.0246          0.0094
   Net realized gains/(losses) on investments       (0.0011)             --          0.0011          0.0002              --
Less dividends to shareholders from:
   Net investment income ....................       (0.0464)        (0.0448)        (0.0243)        (0.0246)        (0.0094)
   Net realized gains .......................       (0.0001)             --         (0.0011)        (0.0002)             --
                                                    -------         -------         -------         -------         -------
NET ASSET VALUE, END OF PERIOD ..............       $  1.00         $  1.00         $  1.00         $  1.00         $  1.00
                                                    =======         =======         =======         =======         =======
Total return ................................         4.72%           4.58%           2.45%           2.51%           0.94%(c)
Ratio of expenses to average net assets .....         0.95%(b)        0.95%(b)        0.95%(b)        0.95%(b)        0.95%(a)(b)
Ratio of net investment income to
   average net assets .......................         4.68%(b)        4.61%(b)        2.40%(b)        2.50%(b)        3.07%(a)(b)
Net assets at end of period (000) ...........      $145,978         $67,505        $102,551        $101,736        $269,627


<FN>
- ----------
(a) Annualized.
(b) Without the voluntary waiver of advisory and  distribution  fees, the ratios
    of expenses to average net  assets  would  have been  1.22%,  1.18%,  1.19%,
    1.20%,  and 1.27%  for the Money Market Portfolio and 1.24%,  1.12%,  1.22%,
    1.19% and 1.29% annualized  for  the  Government  Obligations  Money  Market
    Portfolio.  The ratios of net investment  income to average net assets would
    have been 4.41%, 4.25%,  2.24%,  2.22%,  and  3.68%  for  the  Money  Market
    Portfolio  and  4.39%,  4.44%,  2.13%,  2.26%  and  2.73% annualized for the
    Government  Obligations Money  Market Portfolio.
(c) Not annualized.  Total return, if on annualized basis, would have been 3.16%
    for the Government Obligations Money Market Portfolio.
</FN>
</TABLE>

                 See accompanying notes to financial statements.

                                       10

<PAGE>


                               PCS CASH FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PCS Cash Fund,  Inc.  (The  "Fund"),  an open-end  diversified  management
investment  company,  was  incorporated  in Maryland on January 5, 1989,  and is
registered  with the  Securities  and Exchange  Commission  under the Investment
Company Act of 1940.

      The Fund is  authorized  to issue 10 billion  shares,  $.001 par value per
share,  of  which 1  billion  are  classified  in each  of the  following  three
portfolios: PCS Money Market Portfolio, PCS Tax-Free Money Market Portfolio, and
PCS Government Obligations Money Market Portfolio. There are currently no shares
outstanding in the Tax-Free Money Market Portfolio.

      Preparation  of the  financial  statements in  accordance  with  Generally
Accepted  Accounting  Principles  requires  management  to  make  estimates  and
assumptions   that  effect  reported  amounts  of  assets  and  liabilities  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements   and  reported   amounts  of  revenues   and  expenses   during  the
period. Actual results could differ from those estimates.

      The following is a summary of significant  accounting policies followed by
the fund in the preparation of their financial statements:

            A) SECURITY  VALUATION--Portfolio  securities  are valued  under the
       amortized cost method,  which  approximates  current market value.  Under
       this  method,   securities   are  valued  at  cost  when  purchased  and,
       thereafter,  a constant  proportionate  amortization  of any  discount or
       premium is recorded  until  maturity of the security.  Regular review and
       monitoring of the valuation is performed in an attempt to avoid  dilution
       or other unfair results to  shareholders.  The Fund seeks to maintain net
       asset  value  per  share at  $1.00.  INVESTMENT  IN SHARES OF THE FUND IS
       NEITHER  INSURED  NOR  GUARANTEED  BY THE  U.S.  GOVERNMENT.  THERE IS NO
       ASSURANCE  THAT THE FUND WILL  MAINTAIN A STABLE NET ASSET VALUE OF $1.00
       PER SHARE.

            B)   SECURITY    TRANSACTIONS   AND   INVESTMENT    INCOME--Security
       transactions are accounted for on the trade date. The cost of investments
       sold is determined by use of the specific  identification method for both
       financial reporting and income tax purposes.  Interest income is recorded
       on the accrual basis.

            C) DIVIDENDS TO SHAREHOLDERS--Dividends  from  net investment income
       are declared daily and paid monthly.  Any net realized capital gains will
       be distributed at least annually.

            D) FEDERAL INCOME TAXES--The Fund intends to continue to qualify for
       the tax treatment  applicable to regulated investment companies under the
       Internal  Revenue  Code  and  make  the  requisite  distributions  to its
       shareholders  which will be sufficient to relieve it from Federal  income
       and Federal excise taxes.  Therefore,  no provision has been recorded for
       Federal income or Federal excise taxes.

            E)  REPURCHASE   AGREEMENTS--The  Fund  may  purchase  money  market
       instruments  from  financial  institutions,  such as banks  and  non-bank
       dealers,  subject to the  seller's  agreement  to  repurchase  them at an
       agreed  upon  date and  price  (repurchase  agreements).  Collateral  for
       repurchase  agreements  may  have  longer  maturities  than  the  maximum
       permissible remaining maturity of portfolio investments.  The seller will
       be  required on a daily  basis to  maintain  the value of the  securities
       subject  to  the  agreement  at  not  less  than  the  repurchase  price,
       marked-to-market   daily.   The  agreements  are  conditioned   upon  the
       collateral being deposited under the Federal Reserve book-entry system or
       with the Fund's custodian or a third party sub-custodian.


                                       11

<PAGE>


                               PCS CASH FUND, INC.

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                  JUNE 30, 1996

NOTE 2--TRANSACTIONS WITH AFFILIATES AND OTHERS

      The Fund has entered into an  investment  advisory  agreement  with Morgan
Stanley Asset  Management  Inc. (The  "Advisor"),  a wholly owned  subsidiary of
Morgan Stanley Group Inc. The Fund has also entered into an  Administration  and
Accounting  Services  Agreement with PFPC Inc., a wholly owned subsidiary of PNC
Bank Corp., and a distribution agreement with Morgan Stanley & Co. Inc. PNC Bank
Corp.  serves as custodian  for each of the Fund's  portfolios.  PFPC Inc.  also
serves as the Fund's transfer agent.

      For the advisory services provided and expenses assumed by it, the Advisor
is entitled to receive  from each  Portfolio a fee,  computed  daily and payable
monthly,  at an annual rate of .45% of the first $250 million of the Portfolio's
daily net assets,  .40% of the next $250  million of the  portfolio's  daily net
assets and .35% of the  Portfolio's  daily net assets in excess of $500 million.
The Advisor may, at its discretion from time to time,  waive  voluntarily all or
any portion of its advisory fee or reimburse  the Portfolio for a portion of the
expenses of its operations. For the year ended June 30, 1996, advisory fees, net
of voluntary  fee waivers,  were  $605,601  for the Money Market  Portfolio  and
$350,061 for the Government Obligations Money Market Portfolio.

      As required by various state  regulations  in which the Fund is registered
to sell shares,  the Advisor will  reimburse each Portfolio if and to the extent
that the aggregate  operating  expenses of the Portfolio exceed applicable state
limits for the fiscal year.  Currently,  the most restrictive of such applicable
limits is 2.5% of the first $30 million of average  annual net  assets,  2.0% of
the next $70  million of average  annual net assets,  and 1.5% of the  remaining
average  annual net assets.  Certain  expenses  such as  brokerage  commissions,
taxes, interest,  and extraordinary items are excluded from this limitation.  No
such reimbursements were required for the year ended June 30, 1996.

      For  administration  services  provided,  PFPC Inc. is entitled to receive
from each Portfolio a fee, computed daily and payable monthly, at an annual rate
of .10% of the  first  $200  million  daily net  assets,  .075% of the next $200
million of daily net assets,  .05% of the next $200  million of daily net assets
and .03% of the daily assets in excess of $600 million.

      The Fund has  adopted a Plan of  Distribution  and  pursuant  thereto  has
entered  into an agreement  under which the  distributor,  Morgan  Stanley & Co.
Inc.,   (the   "Distributor")   is  entitled  to  receive  from  each  Portfolio
compensation of its distribution  costs at an annual rate of up to .50% of daily
net  assets.  The  Distributor  may at its  discretion  from time to time  waive
voluntarily all or any portion of its distribution  fee. For the year ended June
30, 1996, distribution fees, net of voluntary fee waivers, were $590,645 for the
Money Market Portfolio and $227,284 for the Government  Obligations Money Market
Portfolio.


                                       12

<PAGE>


                               PCS CASH FUND, INC.

                   NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
                                  JUNE 30, 1996


NOTE 3 -- CAPITAL STOCK

      Transactions in capital stock for each Portfolio were as follows:

<TABLE>
<CAPTION>
                                                  MONEY MARKET PORTFOLIO

                                                          For the                           For the
                                                        Year Ended                        Year Ended
                                                       June 30, 1996                     June 30, 1995
                                             --------------------------------    ------------------------------
                                                 Shares             Value           Shares            Value
                                                 ------             -----           ------            -----
<S>                                           <C>              <C>               <C>             <C>           
Shares sold.................................  1,390,773,760    $1,390,773,760    1,261,410,987   $1,261,410,987
Shares issued in reinvestment of dividends..      7,425,521         7,425,521        6,579,514        6,579,514
Shares redeemed............................. (1,398,640,916)   (1,398,640,916)  (1,273,055,448)  (1,273,055,448)
                                             --------------    --------------   --------------   --------------
Net decrease................................       (441,635)   $     (441,635)      (5,064,947)  $   (5,064,947)
                                             ==============    ==============   ==============   ==============
</TABLE>

<TABLE>
<CAPTION>
                                       GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

                                                          For the                           For the
                                                        Year Ended                        Year Ended
                                                       June 30, 1996                     June 30, 1995
                                             --------------------------------    ------------------------------
                                                 Shares             Value           Shares            Value
                                                 ------             -----           ------            -----
<S>                                           <C>              <C>               <C>             <C>           
Shares sold.................................  1,373,640,193    $1,373,640,193    2,017,389,099   $2,017,389,099
Shares issued in reinvestment of dividends..      3,510,973         3,510,973        9,053,037        9,053,037
Shares redeemed............................. (1,298,567,243)   (1,298,567,243)  (2,061,500,115)  (2,061,500,115)
                                             --------------    --------------   --------------   --------------
Net increase (decrease).....................     78,583,923     $  78,583,923      (35,057,979)  $  (35,057,979)
                                             ==============    ==============   ==============   ==============
</TABLE>


NOTE 4 -- NET ASSETS

     At June 30, 1996, net assets consisted of the following:
<TABLE>
<CAPTION>
                                                                      Money Market        Government Obligations
                                                                        Portfolio         Money Market Portfolio
                                                                      ------------        ----------------------
<S>                                                                   <C>                      <C>         
Capital Paid-in............................................           $171,084,599             $146,076,545
Accumulated Net Realized Loss on Investments...............               (111,573)                 (98,989)
                                                                      ------------             ------------
                                                                      $170,973,026             $145,977,556
                                                                      ============             ============
</TABLE>


NOTE 5 -- SUBSEQUENT EVENTS

     On July 16, 1996 the Board of Directors  of the Fund  approved an Agreement
and Plan of  Reorganization  and  Liquidation by and between the Fund and Morgan
Stanley Fund, Inc. The Plan, subject to shareholder  approval,  provides for the
transfer of all or  substantially  all of the Fund's assets and  liabilities  to
Morgan Stanley Fund, Inc. in exchange for shares of Morgan Stanley Fund,Inc.


                                       13

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders and Board of Directors
   of The PCS Cash Fund, Inc.:

We have audited the accompanying statements of net assets of the PCS Cash  Fund,
Inc. (Money Market and Government  Obligations Money Market  Portfolios),  as of
June 30, 1996, and the related statements of operations for the year then ended,
the statements of changes in net assets for each of the periods in the two years
then ended,  and the  financial  highlights  for each of the periods  presented.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial  statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.Our  procedures  included  confirmation  of  investments  held by the
custodian as of June 30, 1996. An audit also includes  assessing the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
PCS Cash  Fund,  Inc.(Money  Market  and  Government  Obligations  Money  Market
Portfolios) as of June 30, 1996 and the results of their operations for the year
then  ended,  the changes in their net assets for each of the periods in the two
years then ended and the financial highlights for each of the periods presented,
in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 31, 1996

                                       14

<PAGE>


                      ===================================

                               INVESTMENT ADVISOR
                      Morgan Stanley Asset Management Inc.
                               New York, New York

                                   DISTRIBUTOR
                        Morgan Stanley & Co. Incorporated
                               New York, New York

                                    CUSTODIAN
                                    PNC Bank
                           Philadelphia, Pennsylvania

                          ADMINISTRATOR/TRANSFER AGENT
                                    PFPC Inc.
                              Wilmington, Delaware

                                     COUNSEL
                             Morgan, Lewis & Bockius
                           Philadelphia, Pennsylvania

                             INDEPENDENT ACCOUNTANTS
                            Coopers & Lybrand L.L.P.
                           Philadelphia, Pennsylvania

                      ===================================






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission