<PAGE>
QUEST CASH RESERVES.....................
-----------------------
[LOGO] with investment objectives of
SAFETY - LIQUIDITY - INCOME
Quest Cash Reserves (the "Fund") is a money market fund with five distinct
Portfolios--the Primary Portfolio, the Government Portfolio, the General
Municipal Portfolio, the California Municipal Portfolio and the New York
Municipal Portfolio (the "Portfolios").
Safety of principal is sought by investing in securities which are selected
for their high quality, liquidity and stability of principal. A security at the
time of purchase cannot have a maturity exceeding thirteen months, and the
average weighted maturity of all securities in the Portfolio cannot exceed 90
days. Such a short average maturity enhances the ability of each Portfolio to
provide both liquidity and stability of value to you and your fellow
shareholders. WHILE EACH PORTFOLIO SEEKS TO MAINTAIN (AND HAS MAINTAINED) ITS
SHARE PRICE AT $1.00, INVESTMENTS IN THE PORTFOLIOS ARE NOT GUARANTEED OR
INSURED BY THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT A PORTFOLIO WILL
MAINTAIN A CONSTANT PRICE OF $1.00 PER SHARE.
There are no minimums for investments in, or withdrawals from, a Portfolio
maintained through an Oppenheimer securities account, and withdrawals can be
made in any amount at any time without fee or penalty. The Portfolio's dividends
are declared daily and compounded monthly.
IS QUEST CASH RESERVES FOR YOU?
The Fund is designed for individuals, institutions, advisors, custodians,
charities, fiduciaries and corporations who can benefit from a fund seeking
maximum current income and who place value on an investment having safety of
principal, liquidity, stability, simplicity, and convenience. The availability
of five separate Portfolios provides you with the advantage of selecting a
combination of investment characteristics particularly suitable to your needs.
The five Portfolios described in this Prospectus compare to one another as
follows:
Primary Portfolio -- highest money market income;
conservative investments
Government Portfolio -- high money market income; very
conservative investments
General Municipal -- highest money market tax-exempt income;
Portfolio conservative investments
California Municipal -- highest money market income exempt from
Portfolio Federal and California personal income
taxes; conservative investments
New York Municipal -- highest money market income exempt from
Portfolio Federal, New York State and New York
City income taxes; conservative
investments
<PAGE>
EXPENSE INFORMATION
The expense summary format below was developed for use by all mutual funds
to help investors understand the various direct costs and expenses related to a
fund investment.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (FOR EACH PORTFOLIO)
<S> <C>
Sales Load Imposed on Purchases.............................. None
Sales Load Imposed on Reinvested Dividends................... None
Redemption Fees.............................................. None
</TABLE>
<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF EACH PORTFOLIO'S AVERAGE NET ASSETS)
GENERAL CALIFORNIA NEW YORK
PRIMARY GOVERNMENT MUNICIPAL MUNICIPAL MUNICIPAL
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ -------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Management fees............. .41% .49% .49% .50% .50%
12b-1(Distribution Plan)
expenses.................... .25% .25% .25% .25% .25%
Other Expenses.............. .25% .23% .26% .22% .25%
-- -- --
--- ---
Total Operating Expenses.... .91% .97% 1.00% .97% 1.00%
</TABLE>
During the fiscal year ended November 30, 1994 the Advisor voluntarily
waived part of its advisory fee with respect to the Government Portfolio, the
General Municipal Portfolio, the California Municipal Portfolio and the New York
Municipal Portfolio in order to maintain a competitive yield. After giving
effect to such waivers, the management fees for the Government Portfolio, the
General Municipal Portfolio, the California Municipal Portfolio and the New York
Municipal Portfolio were .47%, .38%, .38% and .31% respectively and the total
operating expenses were .95%, .90%, .85% and .82% respectively. Such advisory
fee waivers are voluntary and may be discontinued at any time, except that the
Advisor has agreed to assume expenses of any Portfolio in excess of 1.00% in any
fiscal year. Accordingly, the expenses listed for the General Municipal
Portfolio and the New York Municipal Portfolio have been restated to reflect the
Advisor's agreement to assume expenses in excess of 1.00%. In addition, the
expense information has been restated to reflect the reduction in the 12b-1
expenses for each Portfolio from .30% of average net assets to .25% of average
net assets, effective March 31, 1995, and an increase in administrative
expenses.
The following table illustrates the expenses that an investor would pay on a
hypothetical $1,000 investment in each of the Portfolios assuming a 5% annual
return (cumulatively through the end of each time period). Neither the 5% return
nor the estimated expenses should be considered an indication of actual or
expected performance or expenses, both of which may vary.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary Portfolio..................................... $ 9.29 $ 29.02 $ 50.39 $ 111.96
Government Portfolio.................................. 9.90 30.90 53.63 118.97
General Municipal Portfolio........................... 10.20 31.84 55.24 122.46
California Municipal Portfolio........................ 9.90 30.90 53.63 118.97
New York Municipal Portfolio.......................... 10.20 31.84 55.24 122.46
</TABLE>
2
<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
The financial information presented below has been audited by Price
Waterhouse LLP, independent accountants, whose unqualified report thereon
appears in the Statement of Additional Information ("SAI"). Investors should
understand that all the following information should be read in conjunction with
the financial statements and related notes thereto appearing in the SAI.
<TABLE>
<CAPTION>
DIVIDENDS AND
INCOME FROM DISTRIBUTIONS
INVESTMENT OPERATIONS ------------------------------------
----------------------------------- DIVIDENDS DISTRIBUTIONS
NET TO DISTRIBUTIONS TO
NET ASSET REALIZED TOTAL SHAREHOLDERS TO SHAREHOLDERS
VALUE, NET GAIN/(LOSS) FROM FROM NET SHAREHOLDERS FROM NET
BEGINNING INVESTMENT ON SECURITY INVESTMENT INVESTMENT FROM OTHER REALIZED
OF PERIOD INCOME TRANSACTIONS OPERATIONS INCOME SOURCES GAINS
<S> <C> <C> <C> <C> <C> <C> <C>
PRIMARY PORTFOLIO
Year ended November 30,
1994.......................... $1.00 $ 0.032 $ 0.000(1) $0.032 (0.032) $(0.000)(1) $(0.000)(1)
1993.......................... 1.00 0.024 0.000(1) 0.024 (0.024) (0.000)(1) (0.000)(1)
1992.......................... 1.00 0.033 0.000(1) 0.033 (0.033) -- (0.000)(1)
1991.......................... 1.00 0.057 (0.000)(1) 0.057 (0.057) -- --
December 13, 1989(3)
to November 30, 1990......... 1.00 0.073(4) 0.000(1) 0.073 (0.073) -- (0.000)(1)
<CAPTION>
RATIOS TO AVERAGE
NET NET ASSETS
NET ASSET ASSETS, ---------------------
VALUE, END OF NET NET
END OF TOTAL PERIOD OPERATING INVESTMENT
PERIOD RETURN* (MILLIONS) EXPENSES INCOME
<S> <C> <C> <C> <C> <C>
PRIMARY PORTFOLIO
Year ended November 30,
1994.......................... $1.00 3.26% $1,453.8 0.91%(2) 3.21%(2)
1993.......................... 1.00 2.44% 1,413.9 0.90% 2.41%
1992.......................... 1.00 3.38% 1,168.3 0.88% 3.34%
1991.......................... 1.00 5.89% 1,249.0 0.86% 5.74%
December 13, 1989(3)
to November 30, 1990......... 1.00 7.80%(5) 1,244.2 0.87%(4,5) 7.47%(4,5)
</TABLE>
(1) Less than $.0005 per share.
(2) Average net assets for the year ended November 30, 1994 were $1,485,963,121.
(3) Commencement of operations.
(4) Reflects a voluntary waiver of $.00004 per share in advisory fees. Had such
waiver not occurred, the net operating expense and net investment income
ratios would have been 0.88% and 7.46%, respectively.
(5) Annualized.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO
Year ended November 30,
1994.......................... $1.00 $ 0.031(1) $ 0.000(2) $0.031 $(0.031) $(0.000)(2) --
1993.......................... 1.00 0.022 -- 0.022 (0.022) (0.000)(2) --
1992.......................... 1.00 0.032(1) 0.000(2) 0.032 (0.032) -- $(0.000)(2)
1991.......................... 1.00 0.055(1) -- 0.055 (0.055) -- --
February 14, 1990(4)
to November 30, 1990......... 1.00 0.059(1) 0.000(2) 0.059 (0.059) -- (0.000)(2)
<CAPTION>
GOVERNMENT PORTFOLIO
<S> <C> <C> <C> <C> <C>
Year ended November 30,
1994.......................... $1.00 3.12% $ 113.2 0.95%(1,3) 3.08%(1,3)
1993.......................... 1.00 2.26% 127.9 1.00% 2.24%
1992.......................... 1.00 3.24% 131.7 0.93%(1) 3.23%(1)
1991.......................... 1.00 5.69% 142.2 0.84%(1) 5.62%(1)
February 14, 1990(4)
to November 30, 1990......... 1.00 7.67%(5) 150.1 0.67%(1,5) 7.34%(1,5)
</TABLE>
(1) Reflects a voluntary waiver of $.0002, $.0002 and $.001 per share,
respectively, in advisory fees and $.004 per share in advisory fees and
reimbursement of other operating expenses, respectively, in effect during
each period. Had such waivers and reimbursements not occurred, the ratio of
net operating expenses would have been 0.97%, 0.94%, 0.92% and 1.19%,
respectively and the ratio of net investment income would have been 3.06%,
3.22%, 5.54% and 6.82%, respectively.
(2) Less than $.0005 per share.
(3) Average net assets for the year ended November 30, 1994 were $128,148,811.
(4) Commencement of operations.
(5) Annualized.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
GENERAL MUNICIPAL PORTFOLIO
Year ended November 30,
1994.......................... $1.00 $ 0.020(1) $ 0.000(2) $0.020 $(0.020) -- --
1993.......................... 1.00 0.017(1) (0.000)(2) 0.017 (0.017) -- --
1992.......................... 1.00 0.026(1) (0.000)(2) 0.026 (0.026) -- --
1991.......................... 1.00 0.042(1) 0.000(2) 0.042 (0.042) -- --
February 14, 1990(4)
to November 30, 1990......... 1.00 0.042(1) (0.000)(2) 0.042 (0.042) -- --
<CAPTION>
GENERAL MUNICIPAL PORTFOLIO
<S> <C> <C> <C> <C> <C>
Year ended November 30,
1994.......................... $1.00 2.04% $ 108.7 0.90%(1,3) 2.01%(1,3)
1993.......................... 1.00 1.74% 109.7 0.98%(1) 1.73%(1)
1992.......................... 1.00 2.66% 112.9 0.90%(1) 2.62%(1)
1991.......................... 1.00 4.24% 100.1 0.88%(1) 4.20%(1)
February 14, 1990(4)
to November 30, 1990......... 1.00 5.45%(5) 107.9 0.71%(1,5) 5.32%(1,5)
</TABLE>
(1) Reflects a voluntary waiver of $.001, $.0003, $.001, $.001 and $.002 per
share, respectively, in advisory fees in effect during each period. Had such
waivers not occurred, the ratio of net operating expenses would have been
1.01%, 1.01%, 1.00%, 0.98% and 1.00%, respectively and the ratio of net
investment income would have been 1.90%, 1.70%, 2.52%, 4.10% and 5.03%,
respectively.
(2) Less than $.0005 per share.
(3) Average net assets for the year ended November 30, 1994 were $116,312,932.
(4) Commencement of operations.
(5) Annualized.
* Assumes reinvestment of dividends and distributions.
3
<PAGE>
<TABLE>
<CAPTION>
DIVIDENDS AND
INCOME FROM DISTRIBUTIONS
INVESTMENT OPERATIONS ------------------------------------
----------------------------------- DIVIDENDS DISTRIBUTIONS
NET TO DISTRIBUTIONS TO
NET ASSET REALIZED TOTAL SHAREHOLDERS TO SHAREHOLDERS
VALUE, NET GAIN/(LOSS) FROM FROM NET SHAREHOLDERS FROM NET
BEGINNING INVESTMENT ON SECURITY INVESTMENT INVESTMENT FROM OTHER REALIZED
CALIFORNIA MUNICIPAL PORTFOLIO OF PERIOD INCOME TRANSACTIONS OPERATIONS INCOME SOURCES GAINS
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30,
1994.......................... $1.00 $ 0.020(1) $ 0.000(2) $0.020 $(0.020) -- --
1993.......................... 1.00 0.017(1) (0.000)(2) 0.017 (0.017) -- --
1992.......................... 1.00 0.025(1) (0.000)(2) 0.025 (0.025) -- --
March 20, 1991(4)
to November 30, 1991......... 1.00 0.026(1) (0.000)(2) 0.026 (0.026) -- --
<CAPTION>
RATIOS TO AVERAGE
NET NET ASSETS
NET ASSET ASSETS, ---------------------
VALUE, END OF NET NET
END OF TOTAL PERIOD OPERATING INVESTMENT
PERIOD RETURN* (MILLIONS) EXPENSES INCOME
<S> <C> <C> <C> <C> <C>
Year ended November 30,
1994.......................... $1.00 1.99% $ 61.3 0.85%(1,3) 1.99%(1,3)
1993.......................... 1.00 1.76% 62.3 0.85%(1) 1.75%(1)
1992.......................... 1.00 2.57% 61.2 0.60%(1) 2.51%(1)
March 20, 1991(4)
to November 30, 1991......... 1.00 4.24%(5) 45.4 0.54%(1,5) 3.75%(1,5)
</TABLE>
(1) Reflects a voluntary waiver of $.001, $.001 and $.004 per share in advisory
fees and $.004 per share in advisory fees and reimbursement of other
operating expenses, respectively, in effect during each period. Had such
waivers and reimbursements not occurred, the ratio of net operating expenses
would have been 0.97%, 0.98%, 1.02% and 1.08%, respectively and the ratio of
net investment income would have been 1.87%, 1.62%, 2.09% and 3.21%,
respectively.
(2) Less than $.0005 per share.
(3) Average net assets for the year ended November 30, 1994 were $61,112,012.
(4) Commencement of operations.
(5) Annualized.
* Assumes reinvestment of all dividends and distributions.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
NEW YORK MUNICIPAL PORTFOLIO
Year ended November 30,
1994.......................... $1.00 $ 0.019(1) $ 0.000(2) $0.019 $(0.019) -- --
1993.......................... 1.00 0.016(1) (0.000)(2) 0.016 (0.016) -- --
1992.......................... 1.00 0.025(1) (0.000)(2) 0.025 (0.025) -- --
April 10, 1991(4)
to November 30, 1991......... 1.00 0.024(1) (0.000)(2) 0.024 (0.024) -- --
<CAPTION>
NEW YORK MUNICIPAL PORTFOLIO
<S> <C> <C> <C> <C> <C>
Year ended November 30,
1994.......................... $1.00 1.92% $ 48.0 0.82%(1,3) 1.90%(1,3)
1993.......................... 1.00 1.66% 42.2 0.79%(1) 1.64%(1)
1992.......................... 1.00 2.56% 32.9 0.74%(1) 2.43%(1)
April 10, 1991(4)
to November 30, 1991......... 1.00 4.29%(5) 18.4 0.56%(1,5) 3.80%(1,5)
</TABLE>
(1) Reflects a voluntary waiver of $.002, $.002 and $.005 per share in advisory
fees and $.006 per share in advisory fees and reimbursement of other
operating expenses, respectively, in effect during each period. Had such
waivers and reimbursements not occurred, the ratio of net operating expenses
would have been 1.01%, 1.03%, 1.19% and 1.43%, respectively and the ratio of
net investment income would have been 1.71%, 1.40%, 1.98% and 2.93%,
respectively.
(2) Less than $.0005 per share.
(3) Average net assets for the year ended November 30, 1994 were $50,108,226.
(4) Commencement of operations.
(5) Annualized.
* Assumes reinvestment of all dividends and distributions.
QUEST CASH RESERVES PRIMARY PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
The Primary Portfolio's investment objectives are in the following order of
priority--safety of principal, liquidity, and maximum current income from money
market securities to the extent consistent with the first two objectives. As a
matter of fundamental policy, the Primary Portfolio pursues its objectives by
maintaining a diversified portfolio of high quality money market securities of
the types described in the succeeding section, all of which at the time of
investment have remaining maturities of thirteen months or less. While the
Portfolio may not change this policy or the other "fundamental investment
policies" described below without shareholder approval, it may, upon notice to
shareholders but without such approval, change its other investment policies. As
is true with all investment companies, there can be no assurance that the
Primary Portfolio's objectives will be achieved.
MONEY MARKET SECURITIES
The money market securities in which the Primary Portfolio invests are (1)
marketable obligations of, or guaranteed by, the United States Government, its
agencies or instrumentalities (collectively "U.S. Government Securities"); (2)
U.S. dollar-denominated certificates of deposit and bankers' acceptances of
prime quality issued or guaranteed by, and interest-
4
<PAGE>
bearing time deposits maintained at, (a) U.S. banks or savings and loan
associations having total assets of more than $1 billion and which are insured
under the administration of the Federal Deposit Insurance Corporation ("FDIC"),
(b) foreign branches of such U.S. institutions, and (c) U.S. or foreign branches
of foreign banks having total assets of at least $1 billion; (3) domestic or
foreign commercial paper of prime quality and participation interests in loans
of equivalent quality extended by banks to such companies; and (4) repurchase
agreements that are collateralized in full each day by U.S. Government
Securities. For the purposes of this prospectus, prime quality shall mean the
security (or the issuer for a comparable security) is rated in one of the two
highest rating categories for short term debt obligations by any two of Standard
& Poor's Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("Duff") or Thomson
BankWatch, Inc., or by one of such rating agencies if only one rating agency has
issued a rating with respect to the security, or, if not rated, judged by the
Advisor pursuant to criteria adopted by the Fund's Board of Directors to be of
comparable quality.
In further regard to items (2) and (3) above, investments by the Primary
Portfolio which do not satisfy one of the following requirements are limited in
the aggregate to 5% of the Portfolio's total assets in regard to issues and to
1% of total assets (or $1 million if greater) in regard to any one issuer of
such issues: (i) issues rated in the highest category (or the issuer is so rated
for a comparable security) by at least two of the above-listed rating agencies;
or (ii) if rated only by one agency, rated in the highest category; or (iii) if
unrated, determined by the Board of Directors to be of quality comparable to
issues which qualify under (i) or (ii).
Certificates of deposit represent the obligation of a bank to repay funds
deposited with it for a specified period of time. Bankers' acceptances are
short-term collateralized credit instruments drawn on and evidencing the
obligation of a bank to pay the value at maturity. Commercial paper consists of
unsecured promissory notes issued by corporations to finance short-term credit
needs. Participation interests are undivided beneficial interests in loans
giving the purchaser the right to receive a pro rata share of a loan's cash
flow. Repurchase agreements are contracts under which the buyer acquires a
security subject to the obligation of the seller to repurchase at a fixed price,
usually within one week. The Fund enters into such agreements only with "primary
dealers" (as designated by the Federal Reserve Bank of New York) in U.S.
Government Securities and with the Fund's Custodian. The Fund could experience a
loss in the event of its failure to realize full value upon collateral
liquidation required by a dealer's default. Though investments in obligations of
foreign issuers may be higher yielding than those of domestic issuers, they may
involve certain different risks such as exchange control regulations; limited
availability of information about the issuer; differences in accounting,
auditing and financial reporting standards and government regulation; the
possibility of expropriation, nationalization or confiscatory taxation;
political or social instability or diplomatic developments; and the differences
between the economies of the United States and the applicable foreign country,
even though the Fund's investments are limited to those in "developed
countries." Each of these factors is carefully considered when investments are
made, but the Fund does not limit the amount of its assets which can be invested
in any particular type of eligible obligation or in any developed foreign
country.
OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the
Primary Portfolio may not (1) invest more than 25% of its total assets in the
securities of issuers conducting their principal business activities in any one
industry, except that under normal circumstances at least 25% of its total
assets will be invested in bank obligations; (2) invest more than 5% of its
total assets in the
5
<PAGE>
securities of any issuer (loan participations are considered obligations of both
the lender and the borrower); (3) invest more than 10% of its total assets in
repurchase agreements not terminable within seven days (whether or not illiquid)
or other illiquid investments including participation interests and other
instruments described above for which no secondary markets exist: (4) borrow
money except from banks for extraordinary or emergency purposes in aggregate
amounts not exceeding 15% of its total assets (and, when such borrowings exceed
5% of its total assets, make any further investments); and (5) mortgage, pledge
or hypothecate its assets except to secure such borrowings. Limitations (1) and
(2) do not apply to U.S. Government Securities.
QUEST CASH RESERVES GOVERNMENT PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
The Government Portfolio's investment objectives are in the following order
of priority--safety of principal, liquidity, and maximum current income from
money market securities to the extent consistent with the first two objectives.
As a matter of fundamental policy, the Government Portfolio pursues its
objectives by maintaining a diversified portfolio of high quality money market
securities of types described in the succeeding paragraph, all of which at the
time of investment have remaining maturities of thirteen months or less. While
the Portfolio may not change this policy or the "other fundamental investment
policies" described below without shareholder approval, it may, upon notice to
shareholders but without such approval, change its other investment policies. As
is true with all investment companies, there can be no assurance that the
Government Portfolio's objectives will be achieved.
MONEY MARKET SECURITIES
The money market securities in which the Government Portfolio invests are
(1) marketable obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities (collectively "U.S. Government Securities"),
including direct obligations of the United States Treasury such as Bills, Notes
and Bonds, and issues of agencies and instrumentalities established under the
authority of an act of Congress such as the Federal Home Loan Banks, which have
the right to borrow from the U.S. Treasury, and the Federal National Mortgage
Association, the securities of which are solely dependent on the issuing
instrumentality for repayment; and (2) repurchase agreements that are
collateralized in full each day by the types of U.S. Government Securities
listed above. These agreements are entered into with "primary dealers" (as
designated by the Federal Reserve Bank of New York) in U.S. Government
Securities and with the Fund's Custodian.
OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the
Government Portfolio may not (1) invest more than 5% of its total assets in
repurchase agreements with any one vendor, although with respect to 25% of its
total assets it may invest without regard to such limitation; (2) invest more
than 10% of its total assets in repurchase agreements not terminable within
seven days (whether or not illiquid) or other illiquid investments; (3) borrow
money except from banks for extraordinary or emergency purposes in aggregate
amounts not exceeding 15% of its total assets (and, when such borrowings exceed
5% of its total assets, make any further investments); and (4) mortgage, pledge
or hypothecate its assets except to secure such borrowings.
6
<PAGE>
QUEST CASH RESERVES GENERAL MUNICIPAL PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
The General Municipal Portfolio's investment objectives are in the following
order of priority-- safety of principal, liquidity, and, to the extent
consistent with these objectives, maximum current income from money market
securities that is exempt from Federal income taxes. As a matter of fundamental
policy, the General Municipal Portfolio pursues its objectives by maintaining a
diversified portfolio of high-grade municipal securities of the types described
in the succeeding section, all of which at the time of investment have remaining
maturities of thirteen months or less and generate, in the opinion of bond
counsel to the issuer, interest that is exempt from Federal income taxes. At
least 80% of the Portfolio's total assets will be invested in such securities
(not including securities treated as tax preference items) unless the Advisor
has determined that it is in the best interest of the Portfolio to assume a
temporary defensive position involving a greater commitment of assets to
obligations generating taxable income. Normally, substantially all of the
Portfolio's income will be exempt from Federal taxes, although it may be subject
to state or local income taxes. While the Portfolio may not change this policy
or the "other fundamental investment policies" described below without
shareholder approval, it may, upon notice to shareholders but without such
approval, change its other investment policies. As is true with all investment
companies, there can be no assurance that the General Municipal Portfolio's
objectives will be achieved.
Under the current Internal Revenue Code (1) interest on tax-exempt municipal
securities issued after August 7, 1986 and used to finance "private activities"
(e.g., industrial development bonds) shall be treated as an item of tax
preference for purposes of alternative minimum tax ("AMT") imposed on
individuals and corporations, though for Federal income tax purposes such
interest shall remain fully tax-exempt, and (2) interest on all tax-exempt
obligations shall be included in "adjusted net book income" of corporations for
AMT purposes. The General Municipal Portfolio may purchase "private activity"
municipal securities without limitation and therefore a substantial portion (and
potentially all) of any distribution from the Portfolio may be treated as a tax
preference item (with resulting tax) for those taxpayers subject to AMT.
Investors who are already subject to AMT should consider whether an investment
in the Portfolio is suitable for them. Investors are urged to consult their own
tax advisors with respect to their own tax situations.
MUNICIPAL SECURITIES
The municipal securities in which the General Municipal Portfolio invests
are municipal notes, short-term municipal bonds, short-term discount notes, and
participation interests in any of the foregoing. Municipal notes are generally
used to provide for short-term capital needs and generally have maturities of
thirteen months or less. Examples include tax anticipation and revenue
anticipation notes which are generally issued in anticipation of various
seasonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are
secured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest, and revenue bonds, which are generally paid from the
revenues of a particular facility or a specific excise or other source. Included
within the revenue bonds category are participations in lease obligations or
installment purchase contracts (hereinafter collectively called "lease
obligations") of municipalities. States and local agencies or authorities issue
lease obligations to acquire equipment and facilities.
7
<PAGE>
All of the General Municipal Portfolio's municipal securities at the time of
purchase must be of prime quality, as previously defined. Securities must also
meet credit standards applied by the Advisor.
The General Municipal Portfolio may invest in variable rate obligations
whose interest rates are adjusted either at predesignated periodic intervals or
whenever there is a change in the market rate to which the security's interest
rate is tied. Such adjustments minimize changes in the market value of the
obligation and, accordingly, enhance the ability of the Portfolio to maintain a
stable net asset value. Variable rate securities purchased may include
participation interests in industrial development bonds backed by letters of
credit of domestic or foreign banks having total assets of more than $1 billion;
the letters of credit of any single bank in respect of all variable rate
obligations will not cover more than 10% of the Portfolio's total assets.
The General Municipal Portfolio also may purchase tender option bonds. A
tender option bond is a municipal security (generally held pursuant to a
custodial arrangement) having a relatively long maturity and bearing interest at
a fixed rate substantially higher than prevailing short-term tax-exempt rates,
that has been coupled with the agreement of a third party, such as a bank,
broker-dealer, or other financial institution, pursuant to which such
institution grants the security holders the option, at periodic intervals, to
tender their securities to the institution and receive the face value thereof.
As consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the municipal security's fixed
coupon rate and the rate, as determined by a remarketing or similar agent at or
near the commencement of such period, that would cause the securities coupled
with the tender option to trade at par on the date of such determination. Thus,
after payment of the fee, the security holder effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt rate. The
Advisor, on behalf of the General Municipal Portfolio, will consider on an
ongoing basis the creditworthiness of the issuer of the underlying municipal
security, of any custodian, and of the third party provider of the tender
option. In certain instances and for certain tender option bonds, the option may
be terminable in the event of a default in payment of principal or interest on
the underlying municipal securities, and for other reasons. The Fund will
consider as illiquid securities tender option bonds as to which it cannot
exercise the tender feature on not more than seven days' notice if there is no
secondary market available for these obligations.
Lease obligations may have risks not normally associated with general
obligation or other revenue bonds. Lease obligations and conditional sale
contracts (which may provide for title to the leased asset to pass eventually to
the issuer), have developed as a means for government issuers to acquire
property and equipment without the necessity of complying with the
constitutional and statutory requirements generally applicable for the issuance
of debt. Certain lease obligations contain "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purposes by
the appropriate legislative body on an annual or other periodic basis.
Consequently, continued lease payments on those lease obligations containing
"non-appropriation" clauses are dependent on future legislative actions. If such
legislative actions do not occur, the holders of the lease obligation may
experience difficulty in exercising their rights, including disposition of the
property.
In addition, lease obligations may not have the depth of marketability
associated with other municipal obligations, and as a result, certain of such
lease obligations may be considered illiquid securities. To determine whether or
not the General Municipal Portfolio will consider such securities to be illiquid
(the Portfolio may not invest more than
8
<PAGE>
10% of its net assets in illiquid securities), the following guidelines have
been established to determine the liquidity of a lease obligation. The factors
to be considered in making the determination include: (1) the frequency of
trades and quoted prices for the obligation; (2) the number of dealers willing
to purchase or sell the security and the number of other potential purchasers;
(3) the willingness of dealers to undertake to make a market in the security;
and (4) the nature of the marketplace trades, including the time needed to
dispose of the security, the method of soliciting offers, and the mechanics of
the transfer.
The General Municipal Portfolio also may invest in forward commitments,
which obligate the Portfolio to purchase securities, and stand-by commitments,
which give the Portfolio the right to resell securities, from or to a dealer at
a specified price. Such commitments, which may involve certain expenses and
risks, are not expected to comprise a significant portion of the Portfolio's
investments. The Portfolio may commit up to 15% of its net assets to the
purchase of when-issued securities. The underlying securities are subject to
market fluctuations and no interest accrues prior to delivery of such
securities.
TAXABLE INVESTMENTS
The taxable investments in which the General Municipal Portfolio may invest
include obligations of the U.S. Government and its agencies or
instrumentalities; high quality certificates of deposit and bankers'
acceptances; prime commercial paper; and repurchase agreements collateralized at
all times by such instruments.
OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain Portfolio diversification and reduce investment risk, the
General Municipal Portfolio may not (1) invest more than 25% of its total assets
in municipal securities whose issuers are located in the same state or more than
25% of its total assets in municipal securities whose interest is paid from
revenues of similar-type projects; (2) invest more than 5% of its total assets
in the securities of any one issuer (except the U.S. Government) although with
respect to 25% of its total assets it may invest without regard to such
limitation; (3) invest more than 10% of its total assets in repurchase
agreements not terminable within seven days (whether or not illiquid) or other
illiquid investments; (4) borrow money except from banks for extraordinary or
emergency purposes and in aggregate amounts not exceeding 15% of its total
assets (and, when such borrowings exceed 5% of its total assets, make any
further investments); and (5) mortgage, pledge or hypothecate its assets except
to secure such borrowings.
QUEST CASH RESERVES CALIFORNIA MUNICIPAL PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the California Municipal Portfolio (the
"Portfolio") are in the following order of priority--safety of principal,
liquidity and, to the extent consistent with these objectives, maximum current
income available from money market securities that is exempt from Federal and
California personal income taxes. The Portfolio pursues its objectives by
maintaining a portfolio of high-grade securities of the types described in the
succeeding section, which at the time of investment have remaining maturities of
thirteen months or less and generate, in the opinion of bond counsel to the
issuer, interest that is exempt from Federal and California personal income
taxes ("California Municipal Securities"). As a matter of fundamental policy, at
least 80% of the Portfolio's total assets will be invested in California
Municipal Securities unless the Advisor determines that it is in the best
interest of the Portfolio to assume a
9
<PAGE>
temporary defensive position involving a greater commitment of assets to
obligations generating taxable income. Normally, substantially all of the
Portfolio's income will be exempt from Federal and California personal income
taxes. While the Portfolio may not change the foregoing policies or the "other
fundamental investment policies" described below without shareholder approval,
it may, upon notice to shareholders but without such approval, change its other
investment policies. As is true with all investment companies, there can be no
assurance that the Portfolio's objectives will be achieved.
The Portfolio may purchase "private activity" municipal securities without
limitation and therefore a substantial portion (and potentially all) of any
distribution from the Portfolio may be treated as a tax preference item (with
resulting tax) for those taxpayers subject to AMT, as previously defined.
Investors already subject to AMT should consider whether an investment in the
Portfolio is suitable for them. Investors are urged to consult their own tax
advisors with respect to their own tax situations.
CALIFORNIA MUNICIPAL SECURITIES
The California Municipal Securities in which the Portfolio invests are
municipal notes, short-term municipal bonds, short-term discount notes and
participation interests in any of the foregoing. Municipal notes are generally
used to provide for short-term capital needs and include tax anticipation and
revenue anticipation notes. Municipal notes and short-term municipal bonds may
either be secured by the issuer's pledge of its faith, credit and taxing power
for payment of principal and interest, or paid from the revenues of a particular
facility or a specific excise or other source. Included in the revenue bonds
category are participations in lease obligations or installment purchase
contracts (hereinafter collectively called "lease obligations") of
municipalities. See page 8 for a description of the risks of lease obligations.
State and local agencies or authorities issue lease obligations to acquire
equipment and facilities. Short-term discount notes are short term obligations
issued at a discount to face value. Participation interests are undivided
interests in loans giving the purchaser the right to a pro-rata share of a
loan's cash flow.
All of the Portfolio's securities at the time of purchase are of prime
quality as previously defined.
The Portfolio may invest in variable rate obligations whose interest rates
are adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and,
accordingly, enhance the ability of the Portfolio to maintain a stable net asset
value. Variable rate securities purchased may include participation interests in
industrial development bonds backed by letters of credit of domestic or foreign
banks having total assets of more than $1 billion; the letters of credit of any
single bank in respect of all variable rate obligations will not cover more than
10% of the Portfolio's total assets.
The Portfolio also may invest in forward commitments and stand-by
commitments or puts which, respectively, obligate the Portfolio to purchase
securities or give it the right to resell securities from or to another party at
a specified price; such commitments, which may involve certain expenses and
risks, are not expected to comprise a significant portion of the Portfolio's
investments. The Portfolio may commit up to 15% of its net assets to the
purchase of securities on a when-issued basis. The underlying securities are
subject to market fluctuations and no interest accrues prior to delivery of the
securities. The Portfolio also may purchase tender option bonds as described on
pages 7 and 8.
Investors in the California Municipal Portfolio should consider the possible
greater risk arising from the geographic concentration and non-diversified
structure of the Portfolio's investments, as
10
<PAGE>
well as the current and past financial condition of California municipal issuers
which is discussed in the Statement of Additional Information ("SAI").
TAXABLE INVESTMENTS
While it is anticipated that substantially all of the Portfolio's assets
will be invested in California Municipal Securities, the Portfolio is
authorized, under normal circumstances, to invest up to 20% of its total assets
in taxable investments. The taxable investments are limited to obligations of
the U.S. Government and its agencies or instrumentalities; prime quality
certificates of deposit and bankers acceptances of domestic banks; prime quality
commercial paper; and repurchase agreements collateralized at all times by such
instruments.
OTHER FUNDAMENTAL INVESTMENT POLICIES
To reduce investment risk, the Portfolio may not (1) invest more than 25% of
its total assets in securities whose interest is paid from revenues of
similar-type projects; (2) with respect to 50% of its assets invest more than 5%
of its total assets in the securities of any one issuer (except the U.S.
Government); (3) invest any more than 25% of its assets in any one issuer; (4)
invest more than 10% of its total assets in repurchase agreements not terminable
within seven days (whether or not illiquid) or other illiquid investments; (5)
borrow money except from banks for extraordinary or emergency purposes and in
aggregate amounts not exceeding 15% of its total assets, and when such
borrowings exceed 5% of its total assets, make any further investments; and (6)
mortgage, pledge or hypothecate its assets except to secure such borrowings.
QUEST CASH RESERVES NEW YORK MUNICIPAL PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the New York Municipal Portfolio (the
"Portfolio") are in the following order of priority--safety of principal,
liquidity and, to the extent consistent with these objectives, maximum current
income available from money market securities that is exempt from Federal, New
York State and New York City income taxes. The Portfolio pursues its objectives
by maintaining a portfolio of high-grade securities of the types described in
the succeeding section, which at the time of investment have remaining
maturities of thirteen months or less and generate, in the opinion of bond
counsel to the issuer, interest that is exempt from Federal, New York State and
New York City income taxes ("New York Municipal Securities"). As a matter of
fundamental policy, at least 80% of the Portfolio's total assets will be
invested in New York Municipal Securities unless the Advisor determines that it
is in the best interest of the Portfolio to assume a temporary defensive
position involving a greater commitment of assets to obligations generating
taxable income. Normally, substantially all of the Portfolio's income will be
exempt from Federal, New York State and New York City income taxes. While the
Portfolio may not change the foregoing policies or the "other fundamental
investment policies" described below without shareholder approval, it may, upon
notice to shareholders but without such approval, change its other investment
policies. As is true with all investment companies, there can be no assurance
that the Portfolio's objectives will be achieved.
The Portfolio may purchase "private activity" municipal securities without
limitation, and therefore a substantial portion (and potentially all) of any
distribution from the Portfolio may be treated as a tax preference item (with
resulting tax) for those taxpayers subject to AMT, as previously defined.
Investors who are already subject to AMT
11
<PAGE>
should consider whether an investment in the Portfolio is suitable for them.
Investors are urged to consult their own tax advisors with respect to their own
tax situations.
NEW YORK MUNICIPAL SECURITIES
The New York Municipal Securities in which the Portfolio invests are
municipal notes, short-term municipal bonds, short-term discount notes and
participation interests in any of the foregoing. Municipal notes are generally
used to provide for short-term capital needs and include tax anticipation and
revenue anticipation notes. Municipal notes and short-term municipal bonds may
either be secured by the issuer's pledge of its faith, credit and taxing power
for payment of principal and interest, or paid from the revenues of a particular
facility or a specific excise or other source. Included in the revenue bonds
category are participations in lease obligations or installment purchase
contracts (hereinafter collectively called "lease obligations") of
municipalities. See page 8 for a description of the risks of lease obligations.
State and local agencies or authorities issue lease obligations to acquire
equipment and facilities. Short-term discount notes are short term obligations
issued at a discount to face value. Participation interests are undivided
interests in loans giving the purchaser the right to a pro-rata share of a
loan's cash flow.
All of the Portfolio's securities at the time of purchase are of prime
quality, as previously defined.
The Portfolio may invest in variable rate obligations whose interest rates
are adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and,
accordingly, enhance the ability of the Portfolio to maintain a stable net asset
value. Variable rate securities purchased may include participation interests in
industrial development bonds backed by letters of credit of domestic or foreign
banks having total assets of more than $1 billion; the letters of credit of any
single bank in respect of all variable rate obligations will not cover more than
10% of the Portfolio's total assets.
The Portfolio also may invest in forward commitments and stand-by
commitments or puts which, respectively, obligate the Portfolio to purchase
securities or give it the right to resell securities from or to another party at
a specified price; such commitments, which may involve certain expenses and
risks, are not expected to comprise a significant portion of the Portfolio's
investments. The Portfolio may commit up to 15% of its net assets to the
purchase of securities on a when-issued basis. The underlying securities are
subject to market fluctuations and no interest accrues prior to delivery of the
securities. The Portfolio also may purchase tender option bonds, as described on
pages 7 and 8.
Investors in the New York Municipal Portfolio should consider the possible
greater risk arising from the geographic concentration and non-diversified
structure of the Portfolio's investments, as well as the current and past
financial condition of New York municipal issuers which is discussed in the
Statement of Additional Information ("SAI").
TAXABLE INVESTMENTS
While it is anticipated that substantially all of the Portfolio's assets
will be invested in New York Municipal Securities, the Portfolio is authorized,
under normal circumstances, to invest up to 20% of its total assets in taxable
investments. The taxable investments are limited to obligations of the U.S.
Government and its agencies or instrumentalities; prime quality certificates of
deposit and bankers acceptances of domestic banks; prime quality commercial
paper; and repurchase agreements collateralized at all times by such
instruments.
OTHER FUNDAMENTAL INVESTMENT POLICIES
To reduce investment risk, the Portfolio may not (1) invest more than 25% of
its total assets in securities whose interest is paid from revenues of
12
<PAGE>
similar-type projects; (2) with respect to 50% of its assets invest more than 5%
of its total assets in the securities of any one issuer (except the U.S.
Government); (3) invest any more than 25% of its assets in any one issuer; (4)
invest more than 10% of its total assets in repurchase agreements not terminable
within seven days (whether or not illiquid) or other illiquid investments; (5)
borrow money except from banks for extraordinary or emergency purposes and in
aggregate amounts not exceeding 15% of its total assets, and when such
borrowings exceed 5% of its total assets, make any further investments; and (6)
mortgage, pledge or hypothecate its assets except to secure such borrowings.
ADDITIONAL INFORMATION
TIMING OF INVESTMENTS AND REDEMPTIONS. The Fund has two transaction times
each day, at 12:00 noon and 4:00 p.m. (New York time). New investments
represented by Federal Funds or bank wire monies received by the Custodian prior
to 12:00 noon are paid the full dividend for that day; such investments received
after 12:00 noon do not begin to receive daily dividends until the next day.
Redemption orders received prior to 12:00 noon are effected at 12:00 noon; the
shares redeemed do not earn that day's dividend but the redemption proceeds are
available that day. Redemption orders received after 12:00 noon are effected at
4:00 p.m.; the shares redeemed earn the daily dividend for that day and the
redemption proceeds are remitted the next business day.
GUARANTEED PAYMENT. A broker-dealer or other financial intermediary may
arrange for investments in shares of the Fund at the 4:00 p.m. transaction time
and guarantee that payments in Federal Funds for the shares purchased will be
made prior to 12:00 noon the next day.
SHARE PRICE. Shares are sold and redeemed on a continuing basis without
sales or redemption charges at their net asset value which is expected to be
constant at $1.00, although this share price is not guaranteed. The net asset
value is determined each business day at 12:00 noon and 4:00 p.m. (New York
time). The net asset value per share is calculated by taking the sum of the
value of investments (amortized cost value is used for this purpose) and any
cash or other assets, subtracting liabilities, and dividing by the total number
of shares outstanding. All expenses, including the fees payable to the Advisor,
are accrued daily.
DAILY DIVIDENDS, OTHER DISTRIBUTIONS, TAXES. All net income of each
Portfolio is determined each business day and is declared payable pro rata to
shareholders of record as of 12:00 noon. Declared dividends are accrued and are
automatically paid into shareholders' accounts on a monthly basis. As such
additional reinvested shares earn subsequent dividends, a compounding growth of
income occurs.
Net income of the Portfolios consists of all accrued interest income on
portfolio assets less the expenses applicable to that dividend period. All
realized gains and losses are reflected in the net asset value and are not
included in net investment income.
Distributions to your account of tax-exempt interest income are not subject
to Federal income tax (other than the alternative minimum tax described above),
but may be subject to state or local income taxes. Distributions of income
earned by the California General Municipal Portfolio from California tax-exempt
securities are not subject to Federal income tax (other than the alternative
minimum tax described above) or to California personal income taxes.
Distributions of income earned by the New York Municipal Portfolio from New York
Municipal Securities are not subject to Federal income tax (other than the
alternative minimum tax described above) or to New York State and New York City
income taxes. Distributions of
13
<PAGE>
taxable interest income, other investment income, and net short-term capital
gains are taxed to you as ordinary income; state and local taxation of such
distributions, if any, may be reduced in proportion to the percentage of income
that derives from U.S. Government obligations. Distributions of net long-term
capital gains would be taxable as long-term capital gains irrespective of the
length of time you may have held your shares. Distributions of net short-term
and long-term capital gains, if any, would be made annually. Each January, each
Portfolio will send you tax information for the calendar year just ended stating
the amounts and types of all its distributions, including the percentage of
income derived from U.S. Government obligations, for the calendar year just
ended.
THE ADVISOR. The Fund retains Quest for Value Advisors (the "Advisor"), One
World Financial Center, New York, New York, 10281, under an Advisory Agreement
to provide investment advice and, in general, to supervise the Fund's business
affairs and investment program, subject to the general control of the Directors
of the Fund. The Advisor is a subsidiary of Oppenheimer Capital, one of the
nation's largest independent investment managers, presently having in excess of
$33 billion in assets under its supervision. The management fee rate for each
Portfolio is at an annual rate of .50% on the first $100 million of average
daily net assets, .45% on the next $200 million of average daily net assets, and
.40% of average daily net assets in excess of $300 million, payable monthly.
DISTRIBUTION PLAN. Under a Distribution Assistance and Administrative
Services Plan (the "Plan") adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940, each Portfolio pays the Advisor monthly at an
annual rate of .25 of 1% of the Portfolio's average daily net assets.
Substantially all such monies are paid by the Advisor to broker-dealers, banks
and other depository institutions, and other financial intermediaries for
distribution assistance and administrative services provided to the Portfolio,
with any remaining amounts being used to partially defray other expenses
incurred by the Advisor in distributing shares. The Plan has been approved by
the Board of Directors and by the Fund's shareholders. The Statement of
Additional Information contains additional information about the Advisory
Agreement and the Plan.
EXPENSES--EXPENSE LIMITATION. Principal operating expenses of the Fund
consist of the Advisor's fee, costs of the Plan, legal and accounting expenses,
custodian fees, and transfer agent and other shareholder servicing costs.
Shareholders pay no direct charges or fees for investment services. Each
Portfolio's expenses are paid out of its gross investment income. The Advisor
reimburses each Portfolio to the extent that the combined aggregate operating
expenses of the Portfolio exceed 1% of its average daily net assets for any
fiscal year.
FUND ORGANIZATION. The Fund, which is an open-end investment company
registered under the Investment Company Act of 1940, was organized as a Maryland
corporation in series form in April 1989. The Fund's activities are supervised
by its Board of Directors. Each share of a Portfolio is entitled to one vote;
shares vote as a single series on matters that affect all Portfolios in
substantially the same manner. The Fund does not intend to hold regular annual
shareholder meetings. Directors are required to call a special meeting of a
Portfolio's shareholders if owners of at least 10% of the Portfolio's
outstanding shares so request in writing. The Fund may establish additional
Portfolios which may have different investment objectives from those stated in
this prospectus. The Fund issues shares only for full monetary consideration,
and it does not issue share certificates.
REPORTS. You will receive semi-annual and annual reports of the Portfolio
in which you are invested. To reduce expenses, only one copy of financial
reports will be mailed to your household, even if you have more than one
account. If you wish to receive additional copies of financial reports, please
call
14
<PAGE>
1-800-232-FUND. Your Portfolio transactions and balances will be reported each
month on your Oppenheimer securities account statements.
YIELD DEFINITIONS. From time to time we may advertise yield, effective
yield, and tax equivalent yield. Yield refers to income generated by an
investment in a Portfolio over a seven day or other stated period, expressed as
an annual percentage rate. Effective yield of a Portfolio results from the
compounding of periodically reinvested dividends. Tax-equivalent yield
represents the amount of income subject to a particular tax rate which would
have to be earned to give an investor an amount of income equal to tax-exempt
income. In addition, reference in advertisements may be made to ratings and
ratings among similar funds by independent evaluators, such as Lipper's
Analytical Services, Inc. The performance of the Portfolios may be compared to
recognized indices of market performance.
CUSTODIAN AND TRANSFER AGENT. The custodian of the assets, transfer agent
and shareholder servicing agent for the Fund is State Street Bank and Trust
Company. Cash balances of the Fund with the Custodian in excess of $100,000 are
unprotected by Federal deposit insurance. Such uninsured balances may at times
be substantial.
PURCHASE AND REDEMPTION OF SHARES
THERE ARE NO MINIMUM AMOUNTS REQUIRED FOR EITHER INVESTMENTS OR WITHDRAWALS
INITIAL INVESTMENTS (Purchases)
Contact your Oppenheimer Account Executive to arrange for an initial
investment in a Portfolio of the Fund. You may use the Portfolio either as the
money market fund tied to your Oppenheimer securities account through
Oppenheimer's sweep service or as an additional investment position held in your
securities account.
The "sweep" means that cash is automatically invested in the Portfolio of
your choice when the cash becomes available in your Oppenheimer securities
account from any source such as proceeds from securities sales, receipt of
dividends or interest income, or a check deposit from you. Amounts of $10,000 or
more are invested on the next business day; amounts less than $10,000 are
invested once a week on the first business day of the following week. The sweep
automatically withdraws cash from your Portfolio when appropriate to cover
purchases or other activities in your securities account.
SUBSEQUENT INVESTMENTS (Purchases)
Mail or deliver your check, payable to Oppenheimer & Co., Inc., to your
Oppenheimer Account Executive. Please write your securities account number and
the Portfolio name on the check. If you wish to make an investment by sending a
wire from your bank, contact your Oppenheimer Account Executive to obtain wiring
instructions.
WITHDRAWALS (Redemptions)
For withdrawals other than those automatically activated by the sweep (see
"Initial Investments" above), please instruct your Oppenheimer Account Executive
as to the withdrawal amount and the delivery of the proceeds.
15
<PAGE>
YIELDS
Call the Fund toll-free at 800-232-FUND (800-232-3863). If you call from a
touch-tone telephone, press 1 for Quest Call and then press the following
sequence of keys:
<TABLE>
<S> <C> <C> <C> <C> <C>
Primary Portfolio 1 # 5 5 #
Government Portfolio 1 # 5 6 #
General Municipal Portfolio 1 # 5 7 #
California Municipal
Portfolio 1 # 2 3 #
New York Municipal Portfolio 1 # 2 4 #
</TABLE>
From non-touch-tone telephone, ask our shareholder service representative for
yield information.
Quest Cash Reserves (the "Fund") is an open-end money market fund investment
company with five separate Portfolios. Though the Portfolios have the same
investment objectives of safety of principal, liquidity and maximum current
income, they may in the pursuit of these objectives invest in different types of
money market securities or in different proportions of the same types of
securities. This prospectus sets forth information about the Fund and its
Primary, Government, General Municipal, California Municipal and New York
Municipal Portfolios that a prospective investor should know before investing.
Please retain this prospectus for future reference.
A Statement of Additional Information dated March 31, 1995 provides further
discussion of certain areas in this prospectus and other matters which may be of
interest to some investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. A free copy may be obtained
by writing the Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CONTENTS PAGE
Introduction.................................................................. 1
Expense Information........................................................... 2
Financial Highlights.......................................................... 3
Primary Portfolio............................................................. 4
Government Portfolio.......................................................... 6
General Municipal Portfolio................................................... 7
California Municipal Portfolio................................................ 9
New York Municipal Portfolio................................................. 11
Additional Information....................................................... 13
Purchase and Redemption of Shares.............................................15
<PAGE>
MARCH 31, 1995
AS AMENDED JUNE 28, 1995
QUEST CASH RESERVES
- PRIMARY PORTFOLIO
- GOVERNMENT PORTFOLIO
- GENERAL MUNICIPAL PORTFOLIO
- CALIFORNIA MUNICIPAL PORTFOLIO
- NEW YORK MUNICIPAL PORTFOLIO
PROSPECTUS
OPPENHEIMER & CO., INC.
