OCC CASH RESERVES, 485BPOS, 1999-03-31

OCC CASH RESERVES
485BPOS, 1999-03-31

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<PAGE>

Registration No. 33-29070

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 20 [X]

and/or

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 23

OCC CASH RESERVES, INC.

(Previously called Quest Cash Reserves, Inc.)

(Exact Name of Registrant as Specified in Charter)

ONE WORLD FINANCIAL CENTER, NEW YORK, NY 10281

(Address of Principal Executive Offices)

(212) 374-1601

(Registrant's Telephone Number)

Deborah Kaback Esq.

One World Financial Center

New York, NY 10281

(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

[ ] immediately upon filing pursuant to [X] on March 31, 1999 pursuant to
paragraph (b) paragraph (b)

[ ] On March 31, 1999 pursuant to [ ] pursuant to paragraph (a)(1)
paragraph (a)(1)

[ ] 75 days after filing pursuant to [ ] pursuant to paragraph (a)(2)
paragraph (a)(2) of Rule 485

<PAGE>

CROSS REFERENCE SHEET

Form N-1A
Item
<TABLE>
<CAPTION>
Part A Caption Prospectus
- ------- ------- ----------

<S> <C> <C>
1. (a) Front Cover Page Front Cover Page
(b) Back Cover Page Back Cover Page

2. Risk/Return Summary: Investments, Risk/Return Summary
Risks and Performance Principal Investment

Strategies and Related Risks

3. Risk/Return Summary: Fee Table Risk/Return Summary

4. Investment Objectives, Principal Principal Investment Strategies and Related Risks
Investment Strategies, and Related Risks

5. Management's Discussion of Fund N/A
Performance

6. Management, Organization, and Capital Fund Management Dividends and Distributions; Taxes
Structure

7. Shareholder Information Shareholder Information

8. Distribution Arrangements Distribution Plan

9. Financial Highlights Information Financial Highlights

<CAPTION>
Part B Caption Statement of Additional Information
- ------ ------- -----------------------------------

<S> <C> <C>
10. Cover Page and Table of Contents Cover Page; Table of Contents

11. Fund History Additional Information--Description of the Fund

12. Description of the Fund and Its Investment of the Fund's Assets; Investment Restrictions
Investments and Risks
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
13. Management of the Fund Investment Management and Other Services

14. Control Persons and Principal Holders Directors and Officers; Principal Holders of Securities
of Securities

15. Investment Advisory and Other Services Investment Management and Other Services - Distribution
Assistance Plan

16. Brokerage Allocation and Other Purchases Portfolio Transactions

17. Capital Stock and Other Securities Determination of Net Asset Value; Capital Stock;
Additional Information-Possible Additional Series

18. Purchase, Redemption and Pricing of Determination of Net Asset Value
Securities

19. Taxation of the Fund Taxes

20. Underwriters Investment Management and Other Services - Distribution
Assistance Plan

21. Calculations of Performance Data Performance Data

22. Financial Statements Financial Statements
</TABLE>

<PAGE>

OCC CASH RESERVES, INC.

Prospectus March 31, 1999

OCC CASH RESERVES, INC. is an open-end investment company with the following
investment portfolios.

Primary Portfolio

Government Portfolio

General Municipal Portfolio

California Municipal Portfolio

New York Municipal Portfolio

The Securities and Exchange Commission has not approved or disapproved
any Portfolio's securities or determined whether this prospectus is accurate or
complete. Anyone who tells you otherwise is committing a crime.

<PAGE>

TABLE OF CONTENTS

Page
----

Risk/Return Summary.................................................

Principal Investment Strategies and Related Risks...................

Management of the Fund..............................................

Purchase and Redemption of Shares...................................

Financial Highlights................................................

Expense Information.................................................

Additional Information..............................................

<PAGE>

RISK/RETURN SUMMARY

<TABLE>
<S> <C> <C>
Investment Goals Primary Portfolio...........................Safety of principal, liquidity and maximum
current income from money market securities

Government Portfolio........................Safety of principal, liquidity and maximum
current income from money market securities

General Municipal Portfolio.................Safety of principal, liquidity and maximum
current income exempt from Federal income
taxes from money market securities

California Municipal Portfolio..............Safety of principal, liquidity and maximum
current income exempt from Federal and
California personal income taxes from
money market securities

New York Municipal Portfolio................Safety of principal, liquidity and maximum
current income exempt from Federal, New
York State and New York City income taxes
from money market securities
<CAPTION>

The Portfolios are money market funds.

<S> <C>
Principal Investment
Strategies o The Primary Portfolio invests in high quality money market securities with remaining
maturities of thirteen months or less, including U.S. government securities, U.S. dollar
denominated certificates of deposit and bankers acceptances, domestic or foreign commercial
paper and repurchase agreements. The Primary Portfolio normally invests at least 25% of its
total assets in bank obligations.

o The Government Portfolio invests in high quality money market securities with remaining
maturities of thirteen months or less including U.S. government securities and repurchase
agreements.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
o The General Municipal Portfolio invests in high quality municipal securities with remaining
maturities of thirteen months or less including municipal notes, short-term municipal bonds,
short-term discount notes and participation interests in those securities. The Portfolio
normally invests at least 80% of its total assets in municipal securities.

o The California Municipal Portfolio invests in high quality municipal securities with
remaining maturities of thirteen months or less that pay interest exempt from Federal and
California personal income taxes. The Portfolio normally invests at least 80% of its total
assets in California municipal securities.

o The New York Municipal Portfolio invests in high quality municipal securities with remaining
maturities of thirteen months or less that pay interest exempt from Federal, New York State
and New York City income taxes. The Portfolio normally invests at least 80% of its total
assets in New York municipal securities.

Principal Risks An investment in any of the Portfolios is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although each Portfolio seeks to preserve
the value of your investment at $1.00 per share it may not do so and therefore it is possible to
lose money by investing in a Portfolio. A Portfolio's yield will vary with fluctuations in
available market interest rates on its portfolio securities.

Your Portfolio's net asset value, yield and total return could be affected by:

o Interest Rate Risk - When interest rates rise, the value of fixed income securities falls

o Credit Risk - Issuers of debt instruments cannot make principal and interest payments on time

o Market Risk - Changes in the economy in general that cause the prices of fixed income
securities to fall.

The California Municipal Portfolio concentrates in California municipal securities and the New
York Municipal Portfolio
</TABLE>

<PAGE>

<TABLE>
<S> <C>
concentrates in New York municipal issuers so credit risk and market risk may be greater for
those Portfolios.

Bar Chart and
Performance Table The bar charts below show the performance of each Portfolio from year to year for the life of
each Portfolio and the best and worst calendar quarter returns during the life of each
Portfolio.

The Portfolios' past performance does not necessarily indicate how each Portfolio will perform
in the future.

[BAR CHART]

Primary Portfolio

1989* 1990 1991 1992 1993 1994 1995 1996 1997 1998
0.42% 7.75% 5.62% 3.24% 2.42% 3.47% 5.19% 4.67% 4.88% 4.85%

*Portfolio began operations on December 13, 1989. Performance for the period from December 13,
1989 through December 31, 1989 is aggregate, not annualized.

During the period from the inception of the Primary Portfolio through December 31, 1998, the
highest quarterly return was 1.91% (for the quarter ended 6/30/90) and the lowest quarterly
return was .59% (for the quarter ended 6/30/93).

[BAR CHART]

Government Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
6.68% 5.46% 3.06% 2.25% 3.33% 5.03% 4.47% 4.63% 4.58%
</TABLE>

<PAGE>

<TABLE>
<S> <C>
*Portfolio began operations on February 14, 1990. Performance for the period from February 14,
1990 through December 31, 1990 is aggregate, not annualized.

During the period from the inception of the Government Portfolio through December 31, 1998, the
highest quarterly return was 1.88% (for the quarter ended 6/30/90) and the lowest quarterly
return was .55% (for the quarter ended 6/30/93).

[BAR CHART]

General Municipal Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
4.79% 4.10% 2.52% 1.70% 2.17% 3.12% 2.51% 2.76% 2.61%

*Portfolio began operations on February 14, 1990. Performance for the period from February 14,
1990 through December 31, 1990 is aggregate, not annualized.

During the period from the inception of the General Municipal Portfolio through December 31,
1998, the highest quarterly return was 1.37% (for the quarter ended 12/31/90) and the lowest
quarterly return was .39% (for the quarter ended 9/30/93).

[BAR CHART]

California Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.98% 2.45% 1.71% 2.12% 3.10% 2.40% 2.65% 2.35%

*Portfolio began operations on March 20, 1991. Performance for the period from March 20, 1991
through December 31, 1991 is aggregate, not annualized.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
During the period from the inception of the California Municipal Portfolio through December 31,
1998, the highest quarterly return was .97% (for the quarter ended 6/30/91) and the lowest
quarterly return was .41% (for the quarter ended 6/30/93).

[BAR CHART]

New York Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.76% 2.41% 1.62% 2.04% 3.09% 2.44% 2.38% 2.45%

*Portfolio began operations on April 10, 1991. Performance for the period April 10, 1991 through
December 31, 1991 is aggregate, not annualized.

During the period from the inception of the New York Municipal Portfolio through December 31,
1998, the highest quarterly return was .96% (for the quarter ended 9/30/91) and the lowest
quarterly return was .38% (for the quarter ended 6/30/93).

The table below shows the average annual returns for one and five years and for the life of each
Portfolio.
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Average Annual Total Returns for the periods ended December 31, 1998

Past Year Past 5 Years Since Inception

<S> <C> <C> <C>
Primary Portfolio 4.85% 4.61% 4.68%
Government Municipal Portfolio 4.58% 4.40% 4.44%
General Municipal Portfolio 2.61% 2.63% 2.95%
California Municipal Portfolio 2.35% 2.52% 2.54%
New York Municipal Portfolio 2.45% 2.54% 2.52%
- -------------------------------------------- ------------------------ ----------------------- -----------------------
</TABLE>

The Portfolios' past performance does not necessarily indicate how each
Portfolio will perform in the future. For the current yield of the Portfolios,
call 1-800-401-6672.

<PAGE>

FEES AND EXPENSES OF THE PORTFOLIOS

This table describes the fees and expenses that you may pay if you buy and hold
shares in the Portfolios.

Shareholder Fees - Fees You Pay Directly

There are no fees or sales loads charged to your account when you buy or sell
shares of a Portfolio.

Annual Fund Operating Expenses - Expenses that are deducted from Fund assets

General California New York
Primary Government Municipal Municipal Municipal
Portfolio Portfolio Portfolio Portfolio Portfolio

<S> <C> <C> <C> <C> <C>
Management Fees .41% .50% .48% .50% .50%
12b-1 (Distribution Plan) Fees .25% .25% .25% .25% .25%

Other Expenses .17% .23% .19% .20% .23%
---- ---- ---- ---- ----
Total Annual Fund Operating Expenses

.83% .98% .92% .95% .98%
Fee Waiver -- (0.00) -- -- --
---- ------ ---- ---- ----
Net Expenses .83% .98% .92% .95% .98%

</TABLE>

OpCap Advisors waived $1,581 of its fee from the Government Portfolio but that
waiver was less than one basis point. The waiver was made according to OpCap
Advisors' contractual commitment to waive fees and assume expenses (net of any
expense offsets) in excess of 1.00% of average net assets in any fiscal year.
Other expenses are shown gross of certain expense offsets which lowered the
Portfolios' custody expenses and transfer agency fees. After subtracting the
offsets, total operating expenses were .83%, .97%, .92%, .95% and .97% for the
respective Portfolios.

Example

This example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds. Although your
actual costs may be higher or lower, you would pay the following expenses on a
$10,000 investment assuming (1) 5% annual return, (2) the Portfolios' operating
expenses remain the same and (3) you redeem all of your shares at the end of
the period in the table.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Primary Portfolio $85 $265 $460 $1,025
Government Portfolio 100 312 542 1,201
General Municipal Portfolio 94 293 509 1,131
California Municipal Portfolio 97 303 525 1,166
New York Municipal Portfolio 100 312 542 1,201
</TABLE>

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRIMARY PORTFOLIO
- -----------------

Q What is the Portfolio's investment program?

A The Primary Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities
of 13 months or less.

Q What types of securities does the Portfolio buy?

A The Primary Portfolio invests in:

o Certificates of deposit and bankers acceptances of prime quality and
interest bearing time deposits issued, guaranteed or maintained at
U.S. or foreign banks having total assets of $1 billion.

o Commercial paper and participation interests in loans made by banks to
corporations.

o Obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities. These securities are called U.S. Government
securities.

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Primary Portfolio's investments?

A The Primary Portfolio invests at least 95% of its total assets in prime
money market instruments. When we use the term "prime" we mean securities
with a credit rating in the highest category by at least two established
rating agencies or by one rating agency if the security is rated only by
one or if the security is unrated, determined by OpCap Advisors to be
equivalent to an issue having the highest rating from such a rating
agency. The Primary Portfolio invests no more than 5% of its total assets
in securities rated in the second highest category and not more than 1% of
its total assets in any one issuer of securities rated in the second
highest rating category.

Q Are the Portfolio's investments diversified?

A The Primary Portfolio will not invest more than 5% of its total assets in
any one issuer. The Primary Portfolio expects to invest at least 25% of
its total assets in bank obligations but otherwise will not invest more
than 25% of its total assets in securities of issuers in any one industry.
U.S. Government securities are not counted for the 5% limit on issuers or
the 25% limit on any one industry.

<PAGE>

GOVERNMENT PORTFOLIO
- --------------------

Q What is the Portfolio's investment program?

A The Government Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities
of 13 months or less.

Q What types of securities does the Portfolio buy?

A The Government Portfolio invests in:

o U.S. Government securities including direct obligations of the United
States Treasury such as Bills, Notes and Bonds; issues of agencies and
instrumentalities established by an act of Congress which have the
right to borrow from the U.S. Treasury; and securities which depend
solely on the issuing instrumentality for repayment.

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Government Portfolio's investments?

A Securities backed by the full faith and credit of the U.S. Government are
considered to be free of credit risk.

GENERAL MUNICIPAL PORTFOLIO
- ---------------------------

Q What is the Portfolio's investment program?

A The General Municipal Portfolio is a money market fund that invests in
U.S. dollar-denominated, short term money market securities exempt from
Federal income taxes with remaining maturities of 13 months or less. The
Portfolio can invest without limit in industrial development bonds.
Interest on industrial development bonds is treated as an item of tax
preference for purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?

A The General Municipal Portfolio invests in the following types of municipal
securities:

o Municipal notes and short term municipal bonds that either are secured
by the issuer's pledge of its full faith credit and taxing power, or
are payable from the revenues of a particular facility or the proceeds
of a special tax, but not from the general taxing power.
<PAGE>

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

At least 80% of the Portfolio's total assets will be invested in municipal
securities except in times of adverse market conditions when the Portfolio
may invest up to 100% of its assets in taxable money market securities.

Q What is the credit quality of the General Municipal Portfolio's investments?

A The General Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two
established rating agencies or by one rating agency if the security is rated
only by one or if the security is unrated, determined by OpCap Advisors to
be equivalent to an issue having one of the two highest ratings from such a
rating agency. The General Municipal Portfolio invests no more than 5% of
its total assets in industrial revenue bonds rated in the second highest
category and not more than the greater of 1% of its total assets or $1
million in any one issuer of industrial revenue bonds rated in the second
highest rating category.

Q Are the Portfolio's investments diversified?

A The General Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer except that for a period of three business days, up
to 25% of the Portfolio's total assets may be invested in prime quality
securities of a single issuer. The General Municipal Portfolio will not
invest more than 25% of its total assets in securities of issuers located in
the same state or in securities whose interest is paid from revenues of
similar projects. U.S. Government securities are not counted for the 5%
limit on issuers or the 25% limit on similar projects.

CALIFORNIA MUNICIPAL PORTFOLIO
- ------------------------------

Q What is the Portfolio's investment program?

A The California Municipal Portfolio is a money market fund that invests in
U.S. dollar-denominated, short term debt obligations exempt from Federal and
California personal income taxes with remaining maturities of 13 months or
less. The Portfolio can invest without limit in industrial development
bonds. Interest on industrial development bonds is treated as an item of tax
preference for purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?

<PAGE>

A The California Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

At least 80% of the Portfolio's total assets will be invested in
California municipal securities except in times of adverse market
conditions when the Portfolio may invest up to 100% of its assets in
taxable money market securities.

Q What is the credit quality of the California Municipal Portfolio's
investments?

A The California Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two
established rating agencies or by one rating agency if the security is rated
only by one or if the security is unrated, determined by OpCap Advisors to be
equivalent to an issue having one of the two highest ratings from such a
rating agency. The California Municipal Portfolio invests no more than 5% of
its total assets in industrial revenue bonds rated in the second highest
category and not more than the greater of 1% of its total assets or $1
million in any one issuer of industrial revenue bonds rated in the second
highest rating category.

Q Are the Portfolio's investments diversified?

A The California Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer with respect to 75% of its total assets and will not
invest more than 5% of its total assets in any one issuer that is not prime
quality. The California Municipal Portfolio will not invest more than 25% of
its total assets in securities whose interest is paid from revenues of
similar projects.

NEW YORK MUNICIPAL PORTFOLIO
- ----------------------------

Q What is the Portfolio's investment program?

A The New York Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations exempt from Federal, New

<PAGE>

York State and New York City income taxes with remaining maturities of 13
months or less. The Portfolio can invest without limit in industrial
development bonds. Interest on industrial development bonds is treated as an
item of tax preference for purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?

A The New York Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

At least 80% of the Portfolio's total assets will be invested in New York
municipal securities except in times of adverse market conditions when the
Portfolio may invest up to 100% of its assets in taxable money market
securities.

Q What is the credit quality of the New York Municipal Portfolio's investments?

A The New York Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two
established rating agencies or by one rating agency if the security is rated
only by one or if the security is unrated, determined by OpCap Advisors to be
equivalent to an issue having one of the two highest ratings from such a
rating agency. The New York Municipal Portfolio invests no more than 5% of
its total assets in industrial revenue bonds rated in the second highest
category and not more than the greater of 1% of its total assets or $1
million in any one issuer of industrial revenue bonds rated in the second
highest rating category.

Q Are the Portfolio's investments diversified?

A The New York Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer with respect to 75% of its total assets and will not
invest more than 5% of its total assets in any one issuer that is not prime
quality. The New York Municipal Portfolio will not invest more than 25% of
its total assets in securities whose interest is paid from revenues of
similar projects.

<PAGE>

RISKS OF THE PORTFOLIOS
- -----------------------

Q What are the main risks of investing in the Portfolios?

A We manage the Portfolios to maintain a constant share price of $1.00 per
share but there is no assurance that we will be able to do so. The U.S.
Government does not guarantee or insure the shares of the Portfolios so there
is some risk. The Portfolios limit their investments to securities that OpCap
Advisors believes present minimal credit risk.

These is always the risk that the issuer of a security held by a Portfolio
will fail to pay interest or principal when due. We try to keep this risk low
by investing only in securities rated in one of the two highest categories
for short term securities or if not rated, of comparable quality.

There is also the risk that rising interest rates will cause the value of a
Portfolio's securities to decline. The short maturity of the securities held
by the Portfolios reduces the potential for price fluctuation.

The risks described above could be greater for the California Municipal
Portfolio which concentrates in California issues and for the New York
Municipal Portfolio which concentrates in New York issues. California and New
York tax exempt securities may be affected by political, economic or other
events that limit the ability of California or New York issuers to pay
interest or repay principal or may depress the entire market for California
or New York tax exempt securities. The General, California and New York
Municipal Portfolios invest in lease obligations which are not as liquid as
other municipal obligations. The Portfolios look at the following factors to
determine the liquidity of a lease obligation.

o frequency of trades and quoted prices for the obligation
o the number of dealers willing to purchase or sell the security and
the number of other potential purchasers
o the willingness of dealers to undertake to make a market in the
security
o 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.

<PAGE>

FUND MANAGEMENT

The Board of Directors of the Fund has hired OpCap Advisors to serve as manager
of the Fund.

OpCap Advisors is a subsidiary of Oppenheimer Capital, an investment advisory
firm with approximately $63 billion of assets under management as of December
31, 1998. The mailing address is One World Financial Center, New York, New York
10281.

OpCap Advisors has been in business as an investment adviser since 1987 and
Oppenheimer Capital has been in business as an investment adviser since 1969.

OpCap Advisors manages the investments of the Fund and its business affairs.
Employees of Oppenheimer Capital as well as employees of OpCap Advisors perform
these services.

The Portfolios of the Fund paid OpCap Advisors the following fees as a
percentage of average net assets during the fiscal year ended November 30,
1998:

Primary Portfolio................................... .41%
Government Portfolio................................ .50%
General Municipal Portfolio......................... .48%
California Municipal Portfolio...................... .50%
New York Municipal Portfolio........................ .50%

SHAREHOLDER INFORMATION

PRICING OF PORTFOLIO SHARES
- ---------------------------

You can buy and sell Portfolio shares without sales or redemption charges at
their net asset value which is expected to be constant at $1.00. The Fund
calculates net asset value per share each day that the New York Stock Exchange
is open for trading at 4:00 p.m. using the amortized cost method which
approximates the current market value of the Portfolio.

PURCHASE AND REDEMPTION OF SHARES
- ---------------------------------

There are no minimum amounts required for either investments or withdrawals.

Initial Investments (Purchases)

Contact your CIBC 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 CIBC Oppenheimer securities account through CIBC
Oppenheimer's sweep service or an additional investment position held in your
securities account.

<PAGE>

The "sweep" means that cash is automatically invested in the Portfolio of your
choice when the cash becomes available in your CIBC 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 account.

Subsequent Investments (Purchases)

Mail or deliver your check, payable to CIBC Oppenheimer Corp., to your CIBC
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 CIBC Oppenheimer Account Executive to obtain
wiring instructions.

Withdrawals (Redemptions)

For withdrawals other than those automatically activated by the sweep, please
instruct your CIBC Oppenheimer Account Executive as to the withdrawal amount
and the delivery of the proceeds. Redemption orders are processed the next
business day after they are received by the Fund's transfer agent.

Redemptions over $250,000

If in any 90 day period, you redeem more than $250,000 or your sale amounts to
more than 1% of a Portfolio's net assets, the Portfolio has the right to pay
the difference between the redemption amount and the lesser of $250,000 or 1%
of the Portfolio's net assets with securities from the Portfolio.

DIVIDENDS AND DISTRIBUTIONS

Net investment income is accrued daily and paid into shareholders accounts
monthly. Dividends are automatically reinvested in additional shares unless we
receive different instructions from you.

TAXES

In January you will be sent a statement indicating the tax status of any
dividends paid to you for the previous calendar year. Since the Portfolios are
managed to maintain a constant share price, we do not expect the Portfolios to
make significant capital gain distributions.

<PAGE>

the California Municipal Portfolio and the New York Municipal Portfolio can
invest in industrial development bonds and other private activity bonds so a
portion of the distributions from those Portfolios may be treated as a tax
preference item for shareholders subject to the alternative minimum tax. This
tax information is general. You should consult your own tax adviser with
respect to your own tax situation.

YEAR 2000 ISSUES

Many computer systems use only two digits to describe years, such as 98 for
1998. A program written this way will not recognize the Year 2000. The Advisor
and the Fund's Transfer Agent have been actively working on changes to their
own computer systems to deal with the Year 2000 and expect that their systems
will be ready for the Year 2000. The Advisor cannot be sure that it will be
successful or that other computer systems that interact with the Fund will be
in compliance. In evaluating securities for investment by the Fund, the Advisor
considers Year 2000 risks in addition to other risks relevant to the issuer.
CIBC Oppenheimer has informed the Fund that it has developed a Year 2000 plan
and that it has devoted significant resources to complete all mission critical
projects by year end 1998.

DISTRIBUTION PLAN

The Fund has adopted a Distribution Assistance and Administrative Services Plan
that allows each Portfolio to pay the Advisor .25 of 1% of the Portfolio's
average daily net assets. The Advisor pays these fees to broker-dealers, banks
and other financial institutions for distribution assistance and for
administrative services provided to shareholders. Because these fees are paid
out of a Portfolio's assets on an ongoing basis, over time these fees will
increase the cost of your investment and may cost more than paying other types
of sales charges.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Portfolios' financial performance for the past five years. Certain information
reflects financial results for a single Portfolio share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers
LLP, independent accountants, whose report, along with the Portfolios'
financial statements, are included in the Fund's SAI, which is available upon
request.

<PAGE>

FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

INCOME FROM DIVIDENDS
investment operations AND DISTRIBUTIONS
---------------------------------------- -------------------------------------------------

Dividends to
Net Asset Net Total Shareholders Distributions
Value, Net Realized Income from from Net to Shareholders
Beginning Investment Gain/(Loss) Investment Investment from Net
of Year Income on Investments Operations Income Realized Gains
Primary Portfolio

<S> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.048 $ 0.000 $0.048 ($0.048) -
Year ended November 30, 1997 1.000 0.047 (0.000) 0.047 (0.047) -
Year ended November 30, 1996 1.000 0.046 (0.000) 0.046 (0.046) ($0.000)
Year ended November 30, 1995 1.000 0.051 0.000 0.051 (0.051) (0.000)
Year ended November 30, 1994 1.000 0.032 0.000 0.032 (0.032) (0.000)

Government Portfolio

Year ended November 30, 1998 $1.000 $0.045 $0.000 $0.045 ($0.045) -
Year ended November 30, 1997 1.000 0.045 (0.000) 0.045 (0.045) -
Year ended November 30, 1996 1.000 0.044 (0.000) 0.044 (0.044) ($0.000)
Year ended November 30, 1995 1.000 0.049 0.000 0.049 (0.049) (0.000)
Year ended November 30, 1994 1.000 0.031 0.000 0.031 (0.031) -

RATIOS TO
AVERAGE NET ASSETS
-----------------------------

Total Dividends Net Asset Net Assets,
and Distributions Value, End of Net Net
to End of Total Year Operating Investment
Shareholders Year Return* (millions) Expenses (3) Income
Primary Portfolio

<S> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 ($0.048) $1.000 4.90% $2,572.4 0.83(2) 4.78(2)
Year ended November 30, 1997 (0.047) 1.000 4.85% 2,166.6 0.85% 4.75%
Year ended November 30, 1996 (0.046) 1.000 4.69% 1,712.6 0.91% 4.60%
Year ended November 30, 1995 (0.051) 1.000 5.19% 1,671.1 0.94% 5.07%
Year ended November 30, 1994 (0.032) 1.000 3.26% 1,453.8 0.91% 3.21%

Government Portfolio

Year ended November 30, 1998 ($0.045) $1.000 4.63% $112.1 0.98%(1,2) 4.53%(1,2)
Year ended November 30, 1997 (0.045) 1.000 4.60% 100.0 0.98%(1) 4.51%(1)
Year ended November 30, 1996 (0.044) 1.000 4.51% 101.1 1.00%(1) 4.41%(1)
Year ended November 30, 1995 (0.049) 1.000 5.02% 108.6 1.00%(1) 4.91%(1)
Year ended November 30, 1994 (0.031) 1.000 3.12% 113.2 0.95%(1) 3.08%(1)

</TABLE>

- --------------------

(2) Average net assets for the year ended November 30, 1998 were $2,246,650,283
and $94,670,967 for the Primary and Government Portfolios, respectively.
(3) For fiscal periods ending after September 1, 1995, the ratios are calculated
to include expenses offset by earnings credits (See Note 1g in Notes to
Financial Statements).

* Assumes reinvestment of all dividends and distributions.

<PAGE>
FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
General Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $ 1.000 $0.026 ($0.000) $0.026 ($0.026) - $1.000
Year ended November 30, 1997 1.000 0.027 (0.000) 0.027 (0.027) - $1.000
Year ended November 30, 1996 1.000 0.025 0.000 0.025 (0.025) - $1.000
Year ended November 30, 1995 1.000 0.031 0.000 0.031 (0.031) - $1.000
Year ended November 30, 1994 1.000 0.020 (0.000) 0.020 (0.020) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income
General Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.66% $171.8 0.92%(2) 2.62%(2)
Year ended November 30, 1997 2.74% 137.0 0.96%(1) 2.70%(1)
Year ended November 30, 1996 2.56% 122.3 0.99%(1) 2.53%(1)
Year ended November 30, 1995 3.11% 116.0 0.93%(1) 3.07%(1)
Year ended November 30, 1994 2.04% 108.7 0.90%(1) 2.01%(1)

</TABLE>

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
California Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.024 - $0.024 ($0.024) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.024 - 0.024 (0.024) - $1.000
Year ended November 30, 1995 1.000 0.031 (0.008) 0.023 (0.031) $0.008 $1.000
Year ended November 30, 1994 1.000 0.020 (0.000) 0.020 (0.020) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income

California Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.39% $70.4 0.95%(2) 2.36%(2)
Year ended November 30, 1997 2.68% 55.7 0.90%(1) 2.64%
Year ended November 30, 1996 2.42% 53.4 0.85%(1) 2.42%
Year ended November 30, 1995 3.10% 75.9 0.82%(1) 3.05%
Year ended November 30, 1994 1.99% 61.3 0.85%(1) 1.99%
</TABLE>

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
New York Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.025 - $0.025 ($0.025) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.025 - 0.025 (0.025) - $1.000
Year ended November 30, 1995 1.000 0.030 0.000 0.030 (0.030) - $1.000
Year ended November 30, 1994 1.000 0.019 (0.000) 0.019 (0.019) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income
New York Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.50% $84.1 0.98%(2) 2.46%
Year ended November 30, 1997 2.66% 73.2 0.98%(1) 2.63%
Year ended November 30, 1996 2.50% 60.0 0.97%(1) 2.45%
Year ended November 30, 1995 3.07% 52.3 0.79%(1) 3.02%
Year ended November 30, 1994 1.92% 48.0 0.82%(1) 1.90%

</TABLE>

(1) During the years noted above, the Adviser waived a portion of its fees.
If such waivers had not been in effect, the ratios of net operating
expenses to average net assets and the ratios of net investment income to
average net assets would have been 0.98% and 2.62%, respectively, for the
year ended November 30, 1997, 0.98% and 2.44%, respectively, for the year
ended November 30, 1996, 1.00% and 2.81%, respectively, for the year
ended November 30, 1995 and 1.01% and 1.71%, respectively, for the year
ended November 1994.
- ----------------------
(2) Average net assets for the year ended November 30, 1998 were $161,560,481,
$64,316,012 and $76,292,874 for the General, California and New York
Municipal Portfolios, respectively.
(3) For fiscal periods ending after September 1, 1995, the ratios are calculated
to include expenses offset by earnings credits ( See Note 1g in Notes to
Financial Statements).

* Assumes reinvestment of all dividends and distributions.

<PAGE>

APPENDIX

The following are descriptions of certain types of securities in which we may
invest assets of the Portfolios.

Primary Portfolio
- -----------------

Certificates of Deposit

Receipts for funds deposited at banks that guarantee a fixed interest rate
over a specified time period.

Commercial Paper

Unsecured promissory notes that corporations issue to finance current
operations and other expenditures.

Repurchase Agreements

Contracts that require one party to repurchase securities at a fixed price
on a designated date.

Banker's Acceptances

Bank-issued commitments to pay for merchandise sold in the import/export
market.

General Municipal, California Municipal and New York Municipal Portfolios
- -------------------------------------------------------------------------

Variable Rate Obligations

Interest rates are adjusted periodically to market rates. Value of these
securities is less affected by changes in interest rates than fixed coupon
securities.

Put Bonds

Tax-exempt securities which may be redeemed or sold back (put) to the
issuer of the security or a third party prior to stated maturity.

Municipal Lease Obligations

Some lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease obligation payments
in future years unless money is appropriated for the purchase on a yearly
basis.

We attempt to invest at least 90% of each Portfolio's net assets in
securities that are liquid which means securities that can be disposed of
in the ordinary course of business, seven days or less, at approximately
the value at which the Portfolio has valued the securities We may invest
up to 10% of each Portfolio's net assets in securities we believe are
illiquid. In determining the liquidity of a lease obligation we consider
these factors: (1) the frequency of trades and quotes for the obligation;
(2) the number of dealers willing to purchase or sell the obligation and
the number of other potential purchases; (3) the willingness of dealers to
make a market in the obligation; (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.

<PAGE>

For investors who want more information about the Portfolios, the following
documents are available free upon request:

Annual/Semi-annual Reports: Additional information about the Portfolios'
investments is available in the Portfolios' annual and semi-annual reports to
shareholders. In each Portfolio's annual report, you will find a discussion of
the market conditions and investment strategies that significantly affected the
Portfolio's performance during its last fiscal year.

Statement of Additional Information (SAI): The SAI provides more detailed
information about the Portfolios and is incorporated into this prospectus by
reference.

The SAI and the Portfolios' annual and semi-annual reports are available
without charge upon request to your broker or by calling the Portfolios at
1-800-700-8258.

You can review and copy the Portfolios' reports and SAIs at the Public
Reference Room of the Securities and Exchange Commission. You can get text-only
copies:

Upon payment of a duplicating fee, by writing to or calling the Public
Reference Room of the Commission, Washington, D.C. 20549-6009

Telephone: 1-800-SEC-0330

Free from the Commission's Internet website at http://www.sec.gov.

OCC Cash Reserves, Inc.

Primary Portfolio

Government Portfolio

General Municipal Portfolio

California Municipal Portfolio

New York Municipal Portfolio

(Investment Company Act file no.
811-05731)

<PAGE>

Generic
Version

OCC CASH RESERVES, INC.
Prospectus March 31, 1999

OCC CASH RESERVES, INC. is an open-end investment company with the following
investment portfolios.

Primary Portfolio

Government Portfolio

General Municipal Portfolio

California Municipal Portfolio

New York Municipal Portfolio

<PAGE>

TABLE OF CONTENTS

Page
----

Risk/Return Summary...............................................

Principal Investment Strategies and Related Risks.................

Management of the Fund............................................

Purchase and Redemption of Shares.................................

Financial Highlights..............................................

Expense Information...............................................

Additional Information............................................

<PAGE>

RISK/RETURN SUMMARY

<TABLE>
<S> <C> <C>
Investment Goals Primary Portfolio...........................Safety of principal, liquidity and maximum
current income from money market securities

Government Portfolio........................Safety of principal, liquidity and maximum
current income from money market securities

General Municipal Portfolio.................Safety of principal, liquidity and maximum
current income exempt from Federal income
taxes from money market securities

California Municipal Portfolio..............Safety of principal, liquidity and maximum
current income exempt from Federal and
California personal income taxes from
money market securities

<S> <C>
Principal Investment
Strategies o The Primary Portfolio invests in high quality money market securities
with remaining maturities of thirteen months or less, including U.S.
government securities, U.S. dollar denominated certificates of deposit
and bankers acceptances, domestic or foreign commercial paper and
repurchase agreements. The Primary Portfolio normally invests at least
25% of its total assets in bank obligations.

o The Government Portfolio invests in high quality money market securities with
remaining maturities of thirteen months or less including U.S. government
securities and repurchase agreements.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
o The General Municipal Portfolio invests in high quality municipal securities
with remaining maturities of thirteen months or less including municipal notes,
short-term municipal bonds, short-term discount notes and participation
interests in those securities. The Portfolio normally invests at least 80% of
its total assets in municipal securities.

o The California Municipal Portfolio invests in high quality municipal securities
with remaining maturities of thirteen months or less that pay interest exempt
from Federal and California personal income taxes. The Portfolio normally
invests at least 80% of its total assets in California municipal securities.

o The New York Municipal Portfolio invests in high quality municipal securities
with remaining maturities of thirteen months or less that pay interest exempt
from Federal, New York State and New York City income taxes. The Portfolio
normally invests at least 80% of its total assets in New York municipal
securities.

Principal Risks An investment in any of the Portfolios is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although each
Portfolio seeks to preserve the value of your investment at $1.00 per share it may
not do so and therefore it is possible to lose money by investing in a Portfolio. A
Portfolio's yield will vary with fluctuations in available market interest rates on
its portfolio securities.

Your Portfolio's net asset value, yield and total return could be affected by:

o Interest Rate Risk - When interest rates rise, the value of fixed income
securities falls

o Credit Risk - Issuers of debt instruments cannot make principal and interest
payments on time

o Market Risk - Changes in the economy in general that cause the prices of fixed
income securities to fall.

The California Municipal Portfolio concentrates in California municipal securities
and the New York Municipal Portfolio
</TABLE>

<PAGE>

<TABLE>
<S> <C>
concentrates in New York municipal issuers so credit risk and market risk may be
greater for those Portfolios.

Bar Chart and
Performance Table The bar charts below show the performance of each Portfolio from year to year
for the life of each Portfolio and the best and worst calendar quarter returns
during the life of each Portfolio.

The Portfolios' past performance does not necessarily indicate how each Portfolio
will perform in the future.

[BAR CHART]

Primary Portfolio

1989* 1990 1991 1992 1993 1994 1995 1996 1997 1998
0.42% 7.75% 5.62% 3.24% 2.42% 3.47% 5.19% 4.67% 4.88% 4.85%

*Portfolio began operations on December 13, 1989. Performance for the period from
December 13, 1989 through December 31, 1989 is aggregate, not annualized.

During the period from the inception of the Primary Portfolio through December 31,
1998, the highest quarterly return was 1.91% (for the quarter ended 6/30/90) and the
lowest quarterly return was .59% (for the quarter ended 6/30/93).

[BAR CHART]

Government Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
6.68% 5.46% 3.06% 2.25% 3.33% 5.03% 4.47% 4.63% 4.58%
</TABLE>

<PAGE>

<TABLE>
<S> <C>
*Portfolio began operations on February 14, 1990. Performance for the period from
February 14, 1990 through December 31, 1990 is aggregate, not annualized.

During the period from the inception of the Government Portfolio through December
31, 1998, the highest quarterly return was 1.88% (for the quarter ended 6/30/90) and
the lowest quarterly return was .55% (for the quarter ended 6/30/93).

[BAR CHART]

General Municipal Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
4.79% 4.10% 2.52% 1.70% 2.17% 3.12% 2.51% 2.76% 2.61%

*Portfolio began operations on February 14, 1990. Performance for the period from
February 14, 1990 through December 31, 1990 is aggregate, not annualized.

During the period from the inception of the General Municipal Portfolio through
December 31, 1998, the highest quarterly return was 1.37% (for the quarter ended
12/31/90) and the lowest quarterly return was .39% (for the quarter ended 9/30/93).

[BAR CHART]

California Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.98% 2.45% 1.71% 2.12% 3.10% 2.40% 2.65% 2.35%

</TABLE>

<PAGE>
<TABLE>
<S> <C>
*Portfolio began operations on March 20, 1991. Performance for the period from March
20, 1991 through December 31, 1991 is aggregate, not annualized.

During the period from the inception of the California Municipal Portfolio through
December 31, 1998, the highest quarterly return was .97% (for the quarter ended
6/30/91) and the lowest quarterly return was .41% (for the quarter ended 6/30/93).

[BAR CHART]

California Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.76% 2.41% 1.62% 2.04% 3.09% 2.44% 2.68% 2.45%

*Portfolio began operations on April 10, 1991. Performance for the period April 10,
1991 through December 31, 1991 is aggregate, not annualized.

During the period from the inception of the New York Municipal Portfolio through
December 31, 1998, the highest quarterly return was .96% (for the quarter ended
9/30/91) and the lowest quarterly return was .38% (for the quarter ended 6/30/93).
</TABLE>

The table below shows the average annual returns for one and five years and for
the life of each Portfolio.

Past Year Past 5 Years Since Inception
<S> <C> <C> <C>
Primary Portfolio 4.85% 4.61% 4.68%
Government Municipal Portfolio 4.58% 4.40% 4.44%
General Municipal Portfolio 2.61% 2.63% 2.95%
California Municipal Portfolio 2.35% 2.52% 2.54%
New York Municipal Portfolio 2.45% 2.54% 2.52%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The Portfolios' past performance does not necessarily indicate how each
Portfolio will perform in the future. For the current yield of the Portfolios,
call 1-800-401-6672
<PAGE>

FEES AND EXPENSES OF THE PORTFOLIOS

This table describes the fees and expenses that you may pay if you buy and hold
shares in the Portfolios.

Shareholder Fees - Fees You Pay Directly

There are no fees or sales loads charged to your account when you buy or sell
shares of a Portfolio.

Annual Fund Operating Expenses - Expenses that are deducted from Fund assets

<TABLE>
<CAPTION>
General California New York
Primary Governement Municipal Municipal Municipal
Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Management Fees .41% .50% .48% .50% .50%
12b-1 (Distribution Plan) Fees .25% .25% .25% .25% .25%

Other Expenses .17% .23% .19% .20% .23%

Total Annual Fund Operating Expenses
.83% .98% .92% .95% .98%
---- ------ ---- ---- ----
Fee Waiver -- (0.00) -- -- --
---- ------ ---- ---- ----
Net Expenses .83% .98% .92% .95% .98%

</TABLE>

Example

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRIMARY PORTFOLIO
- -----------------

Q What is the Portfolio's investment program?

A The Primary Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities of
13 months or less.

Q What types of securities does the Portfolio buy?

A The Primary Portfolio invests in:

o Certificates of deposit and bankers acceptances of prime quality and
interest bearing time deposits issued, guaranteed or maintained at U.S.
or foreign banks having total assets of $1 billion.

o Commercial paper and participation interests in loans made by banks to
corporations.

o Obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities. These securities are called U.S. Government
securities.

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Primary Portfolio's investments?

A The Primary Portfolio invests at least 95% of its total assets in prime money
market instruments. When we use the term "prime" we mean securities with a
credit rating in the highest category by at least two established rating
agencies or by one rating agency if the security is rated only by one or if
the security is unrated, determined by OpCap Advisors to be equivalent to an
issue having the highest rating from such a rating agency. The Primary
Portfolio invests no more than 5% of its total assets in securities rated in
the second highest category and not more than 1% of its total assets in any
one issuer of securities rated in the second highest rating category.

Q Are the Portfolio's investments diversified?

A The Primary Portfolio will not invest more than 5% of its total assets in any
one issuer. The Primary Portfolio expects to invest at least 25% of its total
assets in bank obligations but otherwise will not invest more than 25% of its
total assets in securities of issuers in any one industry. U.S. Government
securities are not counted for the 5% limit on issuers or the 25% limit on any
one industry.

<PAGE>

GOVERNMENT PORTFOLIO
- --------------------

Q What is the Portfolio's investment program?

A The Government Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities of
13 months or less.

Q What types of securities does the Portfolio buy?

A The Government Portfolio invests in:

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Government Portfolio's investments?

A Securities backed by the full faith and credit of the U.S. Government are
considered to be free of credit risk.

GENERAL MUNICIPAL PORTFOLIO
- ---------------------------

Q What is the Portfolio's investment program?

A The General Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term money market securities exempt from Federal
income taxes with remaining maturities of 13 months or less. The Portfolio can
invest without limit in industrial development bonds. Interest on industrial
development bonds is treated as an item of tax preference for purposes of the
alternative minimum tax.

Q What types of securities does the Portfolio buy?

A The General Municipal Portfolio invests in the following types of municipal
securities:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

Q What is the credit quality of the General Municipal Portfolio's investments?

A The General Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two established
rating agencies or by one rating agency if the security is rated only by one
or if the security is unrated, determined by OpCap Advisors to be equivalent
to an issue having one of the two highest ratings from such a rating agency.
The General Municipal Portfolio invests no more than 5% of its total assets in
industrial revenue bonds rated in the second highest category and not more
than the greater of 1% of its total assets or $1 million in any one issuer of
industrial revenue bonds rated in the second highest rating category.

Q Are the Portfolio's investments diversified?

A The General Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer except that for a period of three business days, up
to 25% of the Portfolio's total assets may be invested in prime quality
securities of a single issuer. The General Municipal Portfolio will not invest
more than 25% of its total assets in securities of issuers located in the same
state or in securities whose interest is paid from revenues of similar
projects. U.S. Government securities are not counted for the 5% limit on
issuers or the 25% limit on similar projects.

CALIFORNIA MUNICIPAL PORTFOLIO
- ------------------------------

Q What is the Portfolio's investment program?

A The California Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations exempt from Federal and
California personal income taxes with remaining maturities of 13 months or
less. The Portfolio can invest without limit in industrial development bonds.
Interest on industrial development bonds is treated as an item of tax
preference for purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?
<PAGE>

A The California Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

At least 80% of the Portfolio's total assets will be invested in California
municipal securities except in times of adverse market conditions when the
Portfolio may invest up to 100% of its assets in taxable money market
securities.

Q What is the credit quality of the California Municipal Portfolio's
investments?

A The California Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two established
rating agencies or by one rating agency if the security is rated only by one
or if the security is unrated, determined by OpCap Advisors to be equivalent
to an issue having one of the two highest ratings from such a rating agency.
The California Municipal Portfolio invests no more than 5% of its total assets
in industrial revenue bonds rated in the second highest category and not more
than the greater of 1% of its total assets or $1 million in any one issuer of
industrial revenue bonds rated in the second highest rating category.

Q Are the Portfolio's investments diversified?

NEW YORK MUNICIPAL PORTFOLIO
- ----------------------------

Q What is the Portfolio's investment program?

A The New York Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations exempt from Federal, New York
State and New

<PAGE>

York City income taxes with remaining maturities of 13 months or less. The
Portfolio can invest without limit in industrial development bonds. Interest
on industrial development bonds is treated as an item of tax preference for
purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?

A The New York Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

Q What is the credit quality of the New York Municipal Portfolio's investments?

A The New York Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two established
rating agencies or by one rating agency if the security is rated only by one
or if the security is unrated, determined by OpCap Advisors to be equivalent
to an issue having one of the two highest ratings from such a rating agency.
The New York Municipal Portfolio invests no more than 5% of its total assets
in industrial revenue bonds rated in the second highest category and not more
than the greater of 1% of its total assets or $1 million in any one issuer of
industrial revenue bonds rated in the second highest rating category.

Q Are the Portfolio's investments diversified?

A The New York Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer with respect to 75% of its total assets and will not
invest more than 5% of its total assets in any one issuer that is not prime
quality. The New York Municipal Portfolio will not invest more than 25% of its
total assets in securities whose interest is paid from revenues of similar
projects.

<PAGE>

RISKS OF THE PORTFOLIOS
- -----------------------

Q What are the main risks of investing in the Portfolios?

A We manage the Portfolios to maintain a constant share price of $1.00 per share
but there is no assurance that we will be able to do so. The U.S. Government
does not guarantee or insure the shares of the Portfolios so there is some
risk. The Portfolios limit their investments to securities that OpCap Advisors
believes present minimal credit risk.

These is always the risk that the issuer of a security held by a Portfolio
will fail to pay interest or principal when due. We try to keep this risk low
by investing only in securities rated in one of the two highest categories for
short term securities or if not rated, of comparable quality.

The risks described above could be greater for the California Municipal
Portfolio which concentrates in California issues and for the New York
Municipal Portfolio which concentrates in New York issues. California and New
York tax exempt securities may be affected by political, economic or other
events that limit the ability of California or New York issuers to pay
interest or repay principal or may depress the entire market for California or
New York tax exempt securities. The General, California and New York Municipal
Portfolios invest in lease obligations which are not as liquid as other
municipal obligations. The Portfolios look at the following factors to
determine the liquidity of a lease obligation.

o frequency of trades and quoted prices for the obligation
o the number of dealers willing to purchase or sell the security and the
number of other potential purchasers
o the willingness of dealers to undertake to make a market in the
security
o 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.

<PAGE>

FUND MANAGEMENT

The Board of Directors of the Fund has hired OpCap Advisors to serve as manager
of the Fund.

OpCap Advisors has been in business as an investment adviser since 1987 and
Oppenheimer Capital has been in business as an investment adviser since 1969.

OpCap Advisors manages the investments of the Fund and its business affairs.
Employees of Oppenheimer Capital as well as employees of OpCap Advisors perform
these services.

The Portfolios of the Fund paid OpCap Advisors the following fees as a
percentage of average net assets during the fiscal year ended November 30, 1998:

SHAREHOLDER INFORMATION

PRICING OF PORTFOLIO SHARES
- ---------------------------

PURCHASE AND REDEMPTION OF SHARES
- ---------------------------------

Opening Accounts - New Investments

A. When Funds Are Sent By Wire (the wire method permits immediate credit)

1) Telephone the Fund toll-free at 800-401-6672 during business
hours. Our service representative will ask you for (a) the
name of the account as you wish it to be registered, (b) the
address of the account, (c) your taxpayer identification
number

<PAGE>

(social security number for an individual) and (d) the
name of the Portfolio in which you wish to invest. You will
then be provided with an account number.

2) Instruct your bank to wire Federal Funds (minimum $1,000) to
the Fund's custodian and transfer agent (P.O. Box 8505,
Boston, MA 02266) exactly as follows and precisely in the
order presented:

Receiving Bank Information:

State Street Bank and Trust Company
Attn: Custody
ABA#011000028

Beneficiary Information:

BNF=OCC Cash Reserves

specify Primary, Government, General Municipal, California or New York
Municipal Portfolio

AC-99043838

Other Beneficiary Information

OBI=OCC Cash Reserves

Shareholder account name -- As registered
|
Shareholder account number | with the Fund
--

3) Mail a completed Application Form to:

OCC Cash Reserves
P.O. Box 8505
Boston, MA 02266

for other than U.S. Postal Service mail:

OCC Cash Reserves
2 Heritage Drive
North Quincy, MA 02171

B. When Funds Are Sent By Check

1) Fill out an Application Form

<PAGE>

2) Mail the completed Application Form along with your check or
negotiable bank draft (minimum $1,000) payable to OCC Cash
Reserves _ Primary, Government, General Municipal, California
Municipal or New York Municipal Portfolio, to the address in
A(3) above.

Subsequent Investments (Purchases)

A. Investments By Wire (to obtain immediate credit)

Instruct your bank to wire Federal Funds (minimum $100) as in A(2)
above.

B. Investments By Check

Mail your check or negotiable bank draft (minimum $100), payable to OCC
Cash Reserves - Primary, Government, General Municipal, California
Municipal or New York Municipal Portfolio, to the address in A(3)
above. Include with the check or draft the "next investment" stub from
one of your previous monthly or interim account statements. For added
identification, place your Fund account number on the check or draft.

C. Investments By Automated Clearing House (requires pre-arrangement;
see page 12)

You may transfer amounts of $100 and more by ACH from your bank account
to your Fund account by telephoning the Fund toll-free at 800-401-6672
and talking with our service representative during business hours. When
placing an order, be prepared to provide your Portfolio number
(Primary-55, Government-56, General Municipal-57, California
Municipal-23 and New York Municipal-24) and your account and personal
identification numbers. Allow approximately two business days after
your order for the money to be received by the Fund.

Withdrawals (Redemptions)

A. Withdrawals By Telephone

You may transfer any amount from your Fund account to your designated
bank account by telephoning the FUND toll-free at 800-401-6672 and
talking with our service representative during business hours. You may
order such withdrawals of $1,000 or more to be sent by wire,
withdrawals of $100 or more to be sent by the Automated Clearing House
(ACH) system, or withdrawals of any amount to be sent by check. When
placing an order, be prepared to provide your Portfolio number and your
account and personal identification numbers.
<PAGE>

For withdrawals being sent by wire: if your telephone order is received
by the Fund prior to 12:00 Noon (New York time), your bank will receive
the requested amount the same day; if your telephone order is received
after 12:00 Noon, your bank will receive the requested amount the next
business day; for ACH transfers, allow approximately two business days
for the amount to be received by your bank. For transfers you order to
be sent by check, the Fund will mail the check the next business day.
Withdrawals by any method are made without any charge to you.

B. Withdrawals By Checkwriting

Under the Fund's Regular Checkwriting Service, you may write checks
made payable to any payee in any amount of $250 or more. Different
checkwriting services may be offered by participating broker-dealers
and through Unified Management Corporation. There are no separate
charges for regular checkwriting. The Fund's agent for all checkwriting
services, State Street Bank, will impose its normal charges for checks
which are returned unpaid because of insufficient funds or for checks
upon which you have placed a stop order. To establish check- writing,
you must fill out the Signature Card which is with the Application
Form. If you wish to establish this checkwriting service subsequent to
the opening of your Fund Account, contact the Fund by telephone or
mail. The checkwriting service enables you to receive the daily
dividends declared on the shares to be redeemed until the day that your
check is presented to State Street Bank for payment.

You cannot close out your account by checkwriting, however, because
your shares continue to earn dividends and fluctuate in value until the
check is presented for payment.

C. Withdrawals By Mail

You may withdraw any amount from your account at any time by mail.
Written orders for withdrawals should be mailed to OCC Cash Reserves,
P.O. Box 8505 Boston, MA 02266. Such orders must include the account
name as registered with the Fund and the account number. All written
orders for redemption must be signed by all owners of the account with
the signatures guaranteed by an eligible guarantor.

Redemptions over $250,000

If in any 90 day period, you redeem more than $250,000 or your sale amounts to
more than 1% of a Portfolio's net assets, the Portfolio has the right to pay the
difference between the redemption amount and the lesser of $250,000 or 1% of the
Portfolio's net assets with securities from the Portfolio.

<PAGE>

Obtaining an Application Form - Assistance

If you wish to obtain an Application Form, or if you have any questions about
the Form, purchasing shares, or other Fund procedures, please telephone the Fund
toll-free at 800-401-6672 during business hours.

If your account with the Fund is to be maintained through a brokerage firm or
other institution, do not fill out the Application Form or the Signature Card.
Instead, contact your account representative at such institution.
Institutions may charge a fee for providing such assistance.

DIVIDENDS AND DISTRIBUTIONS

Net investment income is accrued daily and paid into shareholders accounts
monthly. Dividends are automatically reinvested in additional shares unless we
receive different instructions from you.

TAXES

We anticipate that at least 80% of the annual income of the General Municipal
Portfolio, the California Municipal Portfolio and the New York Municipal
Portfolios will be exempt from federal income taxes (but not from the
alternative minimum tax) and from California income taxes in the case of the
California Municipal Portfolio and from New York State and New York City income
taxes in the case of the New York Municipal Portfolio. The General Municipal
Portfolio, the California Municipal Portfolio and the New York Municipal
Portfolio can invest in industrial development bonds and other private activity
bonds so a portion of the distributions from those Portfolios may be treated as
a tax preference item for shareholders subject to the alternative minimum tax.
This tax information is general. You should consult your own tax adviser with
respect to your own tax situation.

YEAR 2000 ISSUES

Many computer systems use only two digits to describe years, such as 98 for
1998. A program written this way will not recognize the Year 2000. The Advisor
and the Fund's Transfer Agent have been actively working on changes to their own
computer systems to deal with the Year 2000 and expect that their systems will
be ready for the Year 2000. The Advisor cannot be sure that it will be
successful or that other computer systems that interact with the Fund will be in
compliance. In evaluating securities for investment by the Fund, the Advisor
considers Year 2000 risks in addition to other risks relevant to the issuer.

<PAGE>

DISTRIBUTION PLAN

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Portfolios' financial performance for the past five years. Certain information
reflects financial results for a single Portfolio share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the Portfolios' financial
statements, are included in the Fund's SAI, which is available upon request.

<PAGE>

FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

INCOME FROM DIVIDENDS
investment operations AND DISTRIBUTIONS
---------------------------------------- -------------------------------------------------

Government Portfolio

RATIOS TO
AVERAGE NET ASSETS
-----------------------------

Total Dividends Net Asset Net Assets,
and Distributions Value, End of Net Net
to End of Total Year Operating Investment
Shareholders Year Return* (millions) Expenses (3) Income
Primary Portfolio

<S> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 ($0.048) $1.000 4.90% $2,572.4 0.83%(2) 4.78%(2)
Year ended November 30, 1997 (0.047) 1.000 4.85% 2,166.6 0.85% 4.75%
Year ended November 30, 1996 (0.046) 1.000 4.69% 1,712.6 0.91% 4.60%
Year ended November 30, 1995 (0.051) 1.000 5.19% 1,671.1 0.94% 5.07%
Year ended November 30, 1994 (0.032) 1.000 3.26% 1,453.8 0.91% 3.21%

Government Portfolio

</TABLE>

- --------------------

(2) Average net assets for the year ended November 30, 1998 were $2,246,650,283
and $94,670,967 for the Primary and Government Portfolios, respectively.
(3) For fiscal periods ending after September 1, 1995, the ratios are
calculated to include expenses offset by earnings credits (See Note 1g
in Notes to Financial Statements).

* Assumes reinvestment of all dividends and distributions.

<PAGE>

FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
General Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 1.000 $0.026 ($0.000) $0.026 ($0.026) - $1.000
Year ended November 30, 1997 1.000 0.027 (0.000) 0.027 (0.027) - $1.000
Year ended November 30, 1996 1.000 0.025 0.000 0.025 (0.025) - $1.000
Year ended November 30, 1995 1.000 0.031 0.000 0.031 (0.031) - $1.000
Year ended November 30, 1994 1.000 0.020 (0.000) 0.020 (0.020) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income
General Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.66% $171.8 0.92%(2) 2.62(2)%
Year ended November 30, 1997 2.74% 137.0 0.96%(1) 2.70(1)%
Year ended November 30, 1996 2.56% 122.3 0.99%(1) 2.53(1)%
Year ended November 30, 1995 3.11% 116.0 0.93%(1) 3.07(1)%
Year ended November 30, 1994 2.04% 108.7 0.90%(1) 2.01(1)%

</TABLE>

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
California Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.024 - $0.024 ($0.024) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.024 - 0.024 (0.024) - $1.000
Year ended November 30, 1995 1.000 0.031 (0.008) 0.023 (0.031) $0.008 $1.000
Year ended November 30, 1994 1.000 0.020 (0.000) 0.020 (0.020) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income

California Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.39% $70.4 0.95%(2) 2.36%(2)
Year ended November 30, 1997 2.68% 55.7 0.90%(1) 2.64%(1)
Year ended November 30, 1996 2.42% 53.4 0.85%(1) 2.42%(1)
Year ended November 30, 1995 3.10% 75.9 0.82%(1) 3.05%(1)
Year ended November 30, 1994 1.99% 61.3 0.85%(1) 1.99%(1)
</TABLE>

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
New York Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.025 - $0.025 ($0.025) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.025 - 0.025 (0.025) - $1.000
Year ended November 30, 1995 1.000 0.030 0.000 0.030 (0.030) - $1.000
Year ended November 30, 1994 1.000 0.019 (0.000) 0.019 (0.019) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income
New York Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.50% $84.1 0.98%(2) 2.46%(2)
Year ended November 30, 1997 2.66% 73.2 0.98%(1) 2.63%(1)
Year ended November 30, 1996 2.50% 60.0 0.97%(1) 2.45%(1)
Year ended November 30, 1995 3.07% 52.3 0.79%(1) 3.02%(1)
Year ended November 30, 1994 1.92% 48.0 0.82%(1) 1.90%(1)

</TABLE>
- ----------------------
(1) During the years noted above, the Adviser waived a portion of its fees.
If such waivers had not been in effect, the ratios of net operating
expenses to average net assets and the ratios of net investment income to
average net assets would have been 0.98% and 2.62%, respectively, for the
year ended November 30, 1997, 0.98% and 2.44%, respectively, for the year
ended November 30, 1996, 1.00% and 2.81%, respectively, for the year
ended November 30, 1995 and 1.01% and 1.71%, respectively, for the year
ended November 1994.
(2 ) Average net assets for the year ended November 30, 1998 were $161,560,481,
$64,316,012 and $76,292,874 for the General, California and New York
Municipal Portfolios, respectively.

(3) For fiscal periods ending after September 1, 1995, the ratios are
calculated to include expenses offset by earnings credits (See Note 1g
in Notes to Financial Statements).

* Assumes reinvestment of all dividends and distributions.

<PAGE>
APPENDIX

The following are descriptions of certain types of securities in which we may
invest assets of the Portfolios.

Primary Portfolio
- -----------------

Certificates of Deposit
Receipts for funds deposited at banks that guarantee a fixed interest rate
over a specified time period.

Commercial Paper
Unsecured promissory notes that corporations issue to finance current
operations and other expenditures.

Repurchase Agreements
Contracts that require one party to repurchase securities at a fixed price
on a designated date.

Banker's Acceptances
Bank-issued commitments to pay for merchandise sold in the import/export
market.

General Municipal, California Municipal and New York Municipal Portfolios
- -------------------------------------------------------------------------

Variable Rate Obligations
Interest rates are adjusted periodically to market rates. Value of these
securities is less affected by changes in interest rates than fixed coupon
securities.

Put Bonds
Tax-exempt securities which may be redeemed or sold back (put) to the
issuer of the security or a third party prior to stated maturity.

Municipal Lease Obligations
Some lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease obligation payments
in future years unless money is appropriated for the purchase on a yearly
basis.

We attempt to invest at least 90% of each Portfolio's net assets in
securities that are liquid which means securities that can be disposed of
in the ordinary course of business, seven days or less, at approximately
the value at which the Portfolio has valued the securities We may invest up
to 10% of each Portfolio's net assets in securities we believe are
illiquid. In determining the liquidity of a lease obligation we consider
these factors: (1) the frequency of trades and quotes for the obligation;
(2) the number of dealers willing to purchase or sell the obligation and
the number of other potential purchases; (3) the willingness of dealers to
make a market in the obligation; (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.

<PAGE>

For investors who want more information about the Portfolios, the following
documents are available free upon request:

Statement of Additional Information (SAI): The SAI provides more detailed
information about the Portfolios and is incorporated into this prospectus by
reference.

The SAI and the Portfolios' annual and semi-annual reports are available without
charge upon request to your broker or by calling the Portfolios at
1-800-700-8258.

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

Upon payment of a duplicating fee, by writing to or calling the Public Reference
Room of the Commission, Washington, D.C. 20549-6009

Telephone: 1-800-SEC-0330

Free from the Commission's Internet website at http://www.sec.gov.

OCC Cash Reserves, Inc.

Primary Portfolio

Government Portfolio

General Municipal Portfolio

California Municipal Portfolio

New York Municipal Portfolio

(Investment Company Act file no. 811-05731)

<PAGE>

Unified
Version

OCC CASH RESERVES, INC.
Prospectus March 31, 1999

OCC CASH RESERVES, INC. is an open-end investment company with the following
investment portfolios.

Primary Portfolio

Government Portfolio

General Municipal Portfolio

California Municipal Portfolio

New York Municipal Portfolio

<PAGE>

TABLE OF CONTENTS

Page
----

Risk/Return Summary.......................................................

Investment Objectives, Principal Investment Strategies and Related Risks..

Management of the Fund....................................................

Purchase and Redemption of Shares.........................................

Financial Highlights......................................................

Expense Information.......................................................

Additional Information....................................................

<PAGE>

RISK/RETURN SUMMARY

<TABLE>
<S> <C> <C>
Investment Goals Primary Portfolio........................... Safety of principal, liquidity and maximum
current income from money market securities

Government Portfolio........................ Safety of principal, liquidity and maximum
current income from money market securities

General Municipal Portfolio................. Safety of principal, liquidity and maximum
current income exempt from Federal income taxes
from money market securities

California Municipal Portfolio.............. Safety of principal, liquidity and maximum
current income exempt from Federal and
California personal income taxes from money
market securities

New York Municipal Portfolio................ Safety of principal, liquidity and maximum
current income exempt from Federal, New York
State and New York City income taxes from money
market securities

<CAPTION>
The Portfolios are money market funds.
<S> <C>
Principal Investment
Strategies o The Primary Portfolio invests in high quality money market securities with remaining
maturities of thirteen months or less, including U.S. government securities, U.S. dollar
denominated certificates of deposit and bankers acceptances, domestic or foreign
commercial paper and repurchase agreements. The Primary Portfolio normally invests at
least 25% of its total assets in bank obligations.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
o The Government Portfolio invests in high quality money market securities with remaining
maturities of thirteen months or less including U.S. government securities and
repurchase agreements.

o The General Municipal Portfolio invests in high quality municipal securities with
remaining maturities of thirteen months or less including municipal notes, short-term
municipal bonds, short-term discount notes and participation interests in those
securities. The Portfolios normally invests at least 80% of its total assets in
municipal securities.

o The California Municipal Portfolio invests in high quality municipal securities with
remaining maturities of thirteen months or less that pay interest exempt from Federal
and California personal income taxes. The Portfolio normally invests at least 80% of its
total assets in California municipal securities.

o The New York Municipal Portfolio invests in high quality municipal securities with
remaining maturities of thirteen months or less that pay interest exempt from Federal,
New York State and New York City income taxes. The Portfolio normally invests at least
80% of its total assets in New York municipal securities.

Principal
Risks An investment in any of the Portfolios is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although each Portfolio seeks
to preserve the value of your investment at $1.00 per share it may not do so and therefore it
is possible to lose money by investing in a Portfolio. A Portfolio's yield will vary with
fluctuations in available market interest rates on its portfolio securities.

Your Portfolio's net asset value, yield and total return could be affected by:

o Interest Rate Risk - When interest rates rise, the value of fixed income securities
falls

o Credit Risk - Issuers of debt instruments cannot make principal and interest payments
on time

o Market Risk - Changes in the economy in general that cause the prices of fixed income
securities to fall.

The California Municipal Portfolio concentrates in California municipal securities and the
New York Municipal Portfolio
</TABLE>

<PAGE>

<TABLE>
<S> <C>
concentrates in New York municipal issuers so credit risk and market risk may be greater for
those Portfolios.

The Portfolios' past performance does not necessarily indicate how each Portfolio will
perform in the future.

[BAR CHART]

Primary Portfolio

1989* 1990 1991 1992 1993 1994 1995 1996 1997 1998
0.42% 7.75% 5.62% 3.24% 2.42% 3.47% 5.19% 4.67% 4.88% 4.85%

*Portfolio began operations on December 13, 1989. Performance for the period from December
13, 1989 through December 31, 1989 is aggregate, not annualized.

[BAR CHART]

Government Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
6.68% 5.46% 3.06% 2.25% 3.33% 5.03% 4.47% 4.63% 4.58%
</TABLE>

<PAGE>

<TABLE>
<S> <C>
*Portfolio began operations on February 14, 1990. Performance for the period from February
14, 1990 through December 31, 1990 is aggregate, not annualized.

During the period from the inception of the Government Portfolio through December 31, 1998,
the highest quarterly return was 1.88% (for the quarter ended 6/30/90) and the lowest
quarterly return was .55% (for the quarter ended 6/30/93).

[BAR CHART]

General Municipal Portfolio

1990* 1991 1992 1993 1994 1995 1996 1997 1998
4.79% 4.10% 2.52% 1.70% 2.17% 3.12% 2.51% 2.76% 2.61%

*Portfolio began operations on February 14, 1990. Performance for the period from February
14, 1990 through December 31, 1990 is aggregate, not annualized.

[BAR CHART]

California Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.98% 2.45% 1.71% 2.12% 3.10% 2.40% 2.65% 2.35%

*Portfolio began operations on March 20, 1991. Performance for the period from March 20, 1991
through December 31, 1991 is aggregate, not annualized.

</TABLE>

<PAGE>

<TABLE>
<S> <C>
During the period from the inception of the California Municipal Portfolio through December
31, 1998, the highest quarterly return was .97% (for the quarter ended 6/30/91) and the
lowest quarterly return was .41% (for the quarter ended 6/30/93).

[BAR CHART]

New York Municipal Portfolio

1991* 1992 1993 1994 1995 1996 1997 1998
2.76% 2.41% 1.62% 2.04% 3.09% 2.44% 2.68% 2.45%

*Portfolio began operations on April 10, 1991. Performance for the period April 10, 1991
through December 31, 1991 is aggregate, not annualized.

The table below shows the average annual returns for one and five years and
for the life of each Portfolio.

Past Year Past 5 Years Since Inception
--------- ------------ ---------------
<S> <C> <C> <C>
Primary Portfolio 4.85% 4.61% 4.68%
Government Municipal Portfolio 4.58% 4.40% 4.44%
General Municipal Portfolio 2.61% 2.63% 2.95%
California Municipal Portfolio 2.35% 2.52% 2.54%
New York Municipal Portfolio 2.45% 2.54% 2.52%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The Portfolios' past performance does not necessarily indicate how each
Portfolio will perform in the future. For the current yield of the Portfolios,
call 1-800-401-6672.

FEES AND EXPENSES OF THE PORTFOLIOS

<PAGE>

This table describes the fees and expenses that you may pay if you buy and hold
shares in the Portfolios.

Shareholder Fees - Fees You Pay Directly

There are no fees or sales loads charged to your account when you buy or sell
shares of a Portfolio.

Annual Fund Operating Expenses - Expenses that are deducted from Fund assets

<TABLE>
<CAPTION>
General California New York
Primary Government Municipal Municipal Municipal
Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Management Fees .41% .50% .48% .50% .50%
12b-1 (Distribution Plan) Fees .25% .25% .25% .25% .25%
---- ---- ---- ---- ----

Other Expenses .17% .23% .19% .20% .23%
---- ---- ---- ---- ----
Total Annual Fund Operating Expenses
.83% .98% .92% .95% .98%
Fee Waiver ---- (0.00) ---- ---- ----
---- ------ ---- ---- ----
Net Expenses .83% .98% .92% .95% .98%
---- ---- ---- ---- ----
</TABLE>

OpCap Advisors waived $1,581 of its fee from the Government Portfolio but that
waiver was less than one basis point. The waiver was made according to OpCap
Advisors' contractual commitment to waive fees and assume expenses (net of any
expense offsets) in excess of 1.00% of average net assets in any fiscal year.
Other expenses are shown gross of certain expense offsets which lowered the
Portfolios' custody expenses and transfer agency fees. After subtracting the
offsets total operating expenses were .83%, .97%, .92%, .95% and .97% for the
respective Portfolios.

Example

<PAGE>

PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

PRIMARY PORTFOLIO
- -----------------

Q What is the Portfolio's investment program?

A The Primary Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities of
13 months or less.

Q What types of securities does the Portfolio buy?

A The Primary Portfolio invests in:

o Certificates of deposit and bankers acceptances of prime quality and
interest bearing time deposits issued, guaranteed or maintained at U.S.
or foreign banks having total assets of $1 billion.

o Commercial paper and participation interests in loans made by banks to
corporations.

o Obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities. These securities are called U.S. Government
securities.

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Primary Portfolio's investments?

A The Primary Portfolio invests at least 95% of its total assets in prime money
market instruments. When we use the term "prime" we mean securities with a
credit rating in the highest category by at least two established rating
agencies or by one rating agency if the security is rated only by one or if
the security is unrated, determined by OpCap Advisors to be equivalent to an
issue having the highest rating from such a rating agency. The Primary
Portfolio invests no more than 5% of its total assets in securities rated in
the second highest category and not more than 1% of its total assets in any
one issuer of securities rated in the second highest rating category.

Q Are the Portfolio's investments diversified?

A The Primary Portfolio will not invest more than 5% of its total assets in any
one issuer. The Primary Portfolio expects to invest at least 25% of its total
assets in bank obligations but otherwise will not invest more than 25% of its
total assets in securities of issuers in any one industry. U.S. Government
securities are not counted for the 5% limit on issuers or the 25% limit on
any one industry.

<PAGE>

GOVERNMENT PORTFOLIO
- --------------------

Q What is the Portfolio's investment program?

A The Government Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations with remaining maturities of
13 months or less.

Q What types of securities does the Portfolio buy?

A The Government Portfolio invests in:

o Repurchase agreements collateralized in full by U.S. Government
securities.

Q What is the credit quality of the Government Portfolio's investments?

A Securities backed by the full faith and credit of the U.S. Government are
considered to be free of credit risk.

GENERAL MUNICIPAL PORTFOLIO
- ---------------------------

Q What is the Portfolio's investment program?

A The General Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term money market securities exempt from Federal
income taxes with remaining maturities of 13 months or less. The Portfolio
can invest without limit in industrial development bonds. Interest on
industrial development bonds is treated as an item of tax preference for
purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?

A The General Municipal Portfolio invests in the following types of municipal
securities:

o Lease obligations which are paid by money appropriated by the
on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds legislature for privately operated facilities.

Q What is the credit quality of the General Municipal Portfolio's investments?

A The General Municipal Portfolio invests in high quality money market
instruments. When we use the term "high quality" we mean securities with a
credit rating in one of the two highest categories by at least two
established rating agencies or by one rating agency if the security is rated
only by one or if the security is unrated, determined by OpCap Advisors to be
equivalent to an issue having one of the two highest ratings from such a
rating agency. The General Municipal Portfolio invests no more than 5% of its
total assets in industrial revenue bonds rated in the second highest category
and not more than the greater of 1% of its total assets or $1 million in any
one issuer of industrial revenue bonds rated in the second highest rating
category.

Q Are the Portfolio's investments diversified?

A The General Municipal Portfolio will not invest more than 5% of its total
assets in any one issuer except that for a period of three business days, up
to 25% of the Portfolio's total assets may be invested in prime quality
securities of a single issuer. The General Municipal Portfolio will not
invest more than 25% of its total assets in securities of issuers located in
the same state or in securities whose interest is paid from revenues of
similar projects. U.S. Government securities are not counted for the 5% limit
on issuers or the 25% limit on similar projects.

CALIFORNIA MUNICIPAL PORTFOLIO
- ------------------------------

Q What is the Portfolio's investment program?

A The California Municipal Portfolio is a money market fund that invests in
U.S. dollar-denominated, short term debt obligations exempt from Federal and
California personal income taxes with remaining maturities of 13 months or
less. The Portfolio can invest without limit in industrial development bonds.
Interest on industrial development bonds is treated as an item of tax
preference for purposes of the alternative minimum tax.

Q What types of securities does the Portfolio buy?
<PAGE>

A The California Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

At least 80% of the Portfolio's total assets will be invested in California
municipal securities except in times of adverse market conditions when the
Portfolio may invest up to 100% of its assets in taxable money market
securities.

Q What is the credit quality of the California Municipal Portfolio's
investments?

Q Are the Portfolio's investments diversified?

A The California Municipal Portfolio will not invest more than 5% of its
total assets in any one issuer with respect to 75% of its total assets and
will not invest more than 5% of its total assets in any one issuer that is
not prime quality. The California Municipal Portfolio will not invest more
than 25% of its total assets in securities whose interest is paid from
revenues of similar projects.

NEW YORK MUNICIPAL PORTFOLIO
- ----------------------------

Q What is the Portfolio's investment program?

A The New York Municipal Portfolio is a money market fund that invests in U.S.
dollar-denominated, short term debt obligations exempt from Federal, New York
State and New

<PAGE>

Q What types of securities does the Portfolio buy?

A The New York Municipal Portfolio invests in:

o Lease obligations which are paid by money appropriated by the
legislature on a periodic basis.

o Industrial development bonds issued by public authorities to obtain
funds for privately operated facilities.

Q What is the credit quality of the New York Municipal Portfolio's investments?

Q Are the Portfolio's investments diversified?

<PAGE>

RISKS OF THE PORTFOLIOS
- -----------------------

Q What are the main risks of investing in the Portfolios?

o frequency of trades and quoted prices for the obligation
o the number of dealers willing to purchase or sell the security and the
o number of other potential purchasers
o the willingness of dealers to undertake to make a market in the security
o 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.

<PAGE>

FUND MANAGEMENT

The Board of Directors of the Fund has hired OpCap Advisors to serve as manager
of the Fund.

OpCap Advisors has been in business as an investment adviser since 1987 and
Oppenheimer Capital has been in business as an investment adviser since 1969.

OpCap Advisors manages the investments of the Fund and its business affairs.
Employees of Oppenheimer Capital as well as employees of OpCap Advisors perform
these services.

The Portfolios of the Fund paid OpCap Advisors the following fees as a
percentage of average net assets during the fiscal year ended November 30, 1998:

SHAREHOLDER INFORMATION

PRICING OF PORTFOLIO SHARES
- ---------------------------

PURCHASE AND REDEMPTION OF SHARES
- ---------------------------------

Shareholder Servicing Agent

Unified Management Corporation
(800-UMC-FUND (862-3863)) is the shareholder servicing agent for

o former shareholders of the AMA Family of Funds
o clients of 225 Liberty Street Advisors, L.P.
o former shareholders of the Unified Funds and Liquid Green Trust

<PAGE>

o accounts that participated or participate in a retirement plan
for which Unified Investment Advisors, L.P. or one of its
affiliates acts as a custodian or trustee
o accounts for which Unified Management Corporation is the broker or
dealer

Opening Accounts--New Investments

A. When Funds Are Sent By Wire (the wire method permits immediate cash
credit)

1) Telephone Unified toll-free at 800-UMC-FUND (800-862-3863). A
service representative will ask you for (a) the name of the
account as you wish it to be registered, (b) the address of the
account, (c) your taxpayer identification number (social security
number for an individual) and (d) the name of the Portfolio in
which you wish to invest. You will then be provided with a control
number.

2) Instruct your bank to wire Federal Funds (see minimums below)
exactly as follows and precisely in the order presented:

Receiving Bank Information:
Fifth Third Bank (Cincinnati, OH)
ABA#42000314

Beneficiary Information:

BNF=OCC Cash Reserves

(specify Primary, Government, General Municipal, California Municipal or New
York Municipal Portfolio)

AC-71575485

Other Beneficiary Information:

OBI=OCC Cash Reserves

Your account name -- As registered
|
Your account number | with the Fund
--

There is a $1,000 minimum to open a new account, except that there is
no minimum for opening Individual Retirement Accounts or other
retirement plans.

3) Mail a completed Application Form to:

Unified Management Corp.

<PAGE>

P.O. Box 6110
Indianapolis, IN 46206-6110

for other than U.S. Postal Service mail:

Unified Management Corp.
429 North Pennsylvania Street
Indianapolis, IN 46204

B. When Funds Are Sent By Check

1) Complete the New Account Application

2) Mail the completed Application along with your check, money
order or Federal Reserve bank draft (see minimums under A(2)
above) payable to the OCC Cash Reserves Portfolio you have
selected, to the address in A(3) above.

C. By Exchange

1) By Mail - Send a written request to the address in A(3) above.
Sign the request exactly as your name appears on the account
registration. (For joint accounts, all owners must sign.) Be
certain your request meets the minimum for a new account and
that the amount remaining in the Fund from which you are
exchanging also exceeds its minimum. (For more information see
page 13.)

2) By Telephone - Call Unified at 800-UMC-FUND (800-862-3863).

Subsequent Investments (Purchases)

A. Investments By Wire (to obtain immediate credit)

Instruct your bank to wire Federal Funds (minimum $1000) as in
A(2) above.

B. Investments By Check

Mail your check, money order or Federal Reserve bank draft (minimum
$100), payable to the appropriate OCC Portfolio, to the address in A(3)
above, along with the remittance portion of your last account statement
or letter of instruction. Include your account name, account number and
Portfolio name on the front of your check, money order or draft.

C. By Exchange

Follow instructions under C, above. There is no minimum for systematic
exchanges established for dollar cost averaging purposes.

<PAGE>

Withdrawals (Redemptions)

A. Withdrawals By Telephone (requires pre-arrangement;
call 800-UMC-FUND (800-862-3863) for information)

Telephone Unified toll-free at 800-UMC-FUND (800-862-3863) or at
317-634-3300 (not toll-free) and place your redemption request with the
service representative. You may request that your redemption proceeds
be sent via wire or ACH to your previously-designated bank account or
that a check be mailed to you. Wires will be sent to your bank and
checks will be mailed to you on the next Indiana business day following
receipt of your request. Unified may charge a fee for wire redemptions.
Monies sent via ACH take approximately two business days to reach your
bank. You may be required to have your signature guaranteed. (See page
12.)

B. Withdrawals By Checkwriting

Under the Fund's Regular Checkwriting Service, you may write checks
made payable to any payee in any amount of $250 or more. The
checkwriting service enables you to receive the daily dividends
declared on the shares to be redeemed until the day that your check is
presented for payment.

Please do not use the checkwriting service to close out your OCC
account, as the balance of your account will continue to increase via
daily dividends until the check is presented for payment. Unified
reserves the right to impose a charge for certain check services such
as checks returned unpaid for insufficient funds or for checks on which
you have placed a stop order.

C. Withdrawals By Mail

Submit a written request for any amount to Unified at the address in
A(3) above. Include your account name as registered and your account
number. Sign the request exactly as your name appears on the
registration. (For joint accounts, all owners must sign.) You may be
required to have your signature guaranteed. (See page 12.)

Redemptions over $250,000

If in any 90 day period, you redeem more than $250,000 or your sale amounts to
more than 1% of a Portfolio's net assets, the Portfolio has the right to pay the
difference between the redemption amount and the lesser of $250,000 or 1% of the
Portfolio's net assets with securities from the Portfolio.

<PAGE>

Obtaining an Application Form - Assistance

If you wish to obtain an Application Form, or if you have any questions about
the Form, purchasing shares, or other Fund procedures, please telephone the Fund
toll-free at 800-UMC-FUND (800-862-3863).

If your account with the Fund is to be maintained through a brokerage firm or
other institution, do not fill out the Application Form or the Signature Card.
Instead, contact your account representative at such institution. Institutions
may charge a fee for providing such assistance.

DIVIDENDS AND DISTRIBUTIONS

Net investment income is accrued daily and paid into shareholders accounts
monthly. Dividends are automatically reinvested in additional shares unless we
receive different instructions from you.

TAXES

YEAR 2000 ISSUES

Many computer systems use only two digits to describe years, such as 98 for
1998. A program written this way will not recognize the Year 2000. The Advisor
and the Fund's Transfer Agent have been actively working on changes to their own
computer systems to deal with the Year 2000 and expect that their systems will
be ready for the Year 2000. The Advisor cannot be sure that it will be
successful or that other computer systems that interact with the Fund will be in
compliance. In evaluating securities for investment by the Fund, the Advisor
considers Year 2000 risks in addition to other risks relevant to the issuer.

<PAGE>

DISTRIBUTION PLAN

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
Portfolios' financial performance for the past five years. Certain information
reflects financial results for a single Portfolio share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the Portfolios' financial
statements, are included in the Fund's SAI, which is available upon request.

<PAGE>

FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

INCOME FROM DIVIDENDS
INVESTMENT OPERATIONS AND DISTRIBUTIONS
---------------------------------------- -------------------------------------------------

Government Portfolio

RATIOS TO
AVERAGE NET ASSETS
-----------------------------

Total Dividends Net Asset Net Assets,
and Distributions Value, End of Net Net
to End of Total Year Operating Investment
Shareholders Year Return* (millions) Expenses (3) Income
Primary Portfolio

Government Portfolio

</TABLE>

- --------------------
(1) During the years noted above, the Adviser waived a portion of its fees.
If such waivers had not been in effect, the ratios of net operating
expenses to average net assets and the ratios of net investment income to
average net assets would have been 0.97% and 4.52%, respectively, for the
year ended November 30, 1998, 0.99% and 4.50%, for the year ended
November 30, 1997, 1.00% and 4.41%, respectively, for the year ended
November 30, 1996, 1.02% and 4.89%, respectively, for the year ended
November 30, 1995, and 0.97% and 3.06%, respectively, for the year ended
November 30, 1994.

(2) Average net assets for the year ended November 30, 1998 were $2,246,650,283
and $94,670,967 for the Primary and Government Portfolios, respectively.

(3) For fiscal periods ending after September 1, 1995, the ratios are
calculated to include expenses offset by earnings credits (See Note 1g in
Notes to Financial Statements).

* Assumes reinvestment of all dividends and distributions.

<PAGE>
FINANCIAL HIGHLIGHTS (For a share outstanding throughout each year)

</TABLE>

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
California Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.024 - $0.024 ($0.024) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.024 - 0.024 (0.024) - $1.000
Year ended November 30, 1995 1.000 0.031 (0.008) 0.023 (0.031) $0.008 $1.000
Year ended November 30, 1994 1.000 0.020 (0.000) 0.020 (0.020) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income

INCOME FROM
INVESTMENT OPERATIONS
--------------------------------------------
Dividends to
Net Asset Net Total Shareholders Net Asset
Value, Net Realized Income from from Net Capital Value,
Beginning Investment Gain/(Loss) Investment Investment Contribution End of
of Year Income on Investments Operations Income by Adviser Year
New York Municipal Portfolio
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended November 30, 1998 $1.000 $0.025 - $0.025 ($0.025) - $1.000
Year ended November 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026) - $1.000
Year ended November 30, 1996 1.000 0.025 - 0.025 (0.025) - $1.000
Year ended November 30, 1995 1.000 0.030 0.000 0.030 (0.030) - $1.000
Year ended November 30, 1994 1.000 0.019 (0.000) 0.019 (0.019) - $1.000

RATIOS TO
AVERAGE NET ASSETS
-------------------------
Net Assets,
End of Net Net
Total Year Operating Investment
Return* (millions) Expenses (3) Income
New York Municipal Portfolio
<S> <C> <C> <C> <C>
Year ended November 30, 1998 2.50% $84.1 0.98%(2) 2.46%(2)
Year ended November 30, 1997 2.66% 73.2 0.98%(1) 2.63%(1)
Year ended November 30, 1996 2.50% 60.0 0.97%(1) 2.45%(1)
Year ended November 30, 1995 3.07% 52.3 0.79%(1) 3.02%(1)
Year ended November 30, 1994 1.92% 48.0 0.82%(1) 1.90%(1)

</TABLE>

- ----------------------
(1) During the years noted above, the Adviser waived a portion of its fees.
If such waivers had not been in effect, the ratios of net operating
expenses to average net assets and the ratios of net investment income to
average net assets would have been 0.98% and 2.62%, respectively, for the
year ended November 30, 1997, 0.98% and 2.44%, respectively, for the year
ended November 30, 1996, 1.00% and 2.81%, respectively, for the year
ended November 30, 1995 and 1.01% and 1.71%, respectively, for the year
ended November 1994.
(2) Average net assets for the year ended November 30, 1998 were $161,560,481,
$64,316,012 and $76,292,874 for the General, California and New York
Municipal Portfolios, respectively.
(3) For fiscal periods ending after September 1, 1995, the ratios are
calculated to include expenses offset by earnings credits (See
Note 1g in Notes to Financial Statements).