OCC CASH RESERVES, 497, 1999-04-06

OCC CASH RESERVES
497, 1999-04-06

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<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

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary........................................................................................ 3
Fees and Expenses of the Portfolios........................................................................ 7
Principal Investment Strategies and Related Risks.......................................................... 8
Fund Management............................................................................................ 12
Shareholder Information.................................................................................... 12
Dividends and Distributions................................................................................ 14
Taxes...................................................................................................... 15
Year 2000 Issues........................................................................................... 15
Distribution Plan.......................................................................................... 15
Financial Highlights....................................................................................... 16
Appendix................................................................................................... 18
</TABLE>

2
<PAGE>
RISK/RETURN SUMMARY

INVESTMENT GOALS

<TABLE>
<S> <C>
Primary Portfolio....................................... Safety of principal, liquidity and maximum current in-
come from money market securities

Government Portfolio.................................... Safety of principal, liquidity and maximum current in-
come from money market securities

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

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

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

The Portfolios are money market funds.

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.

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

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<PAGE>

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 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.

PRIMARY PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

4
<PAGE>

GOVERNMENT PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

- ------------------
* 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).

GENERAL MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

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<PAGE>

CALIFORNIA MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

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).

NEW YORK MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

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<PAGE>

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

<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.

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>
GOVERN- GENERAL CALIFORNIA NEW YORK
PRIMARY MENT 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................................................ -- (.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.

7
<PAGE>

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>

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.

8
<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.

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

9
<PAGE>

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?

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 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?

10
<PAGE>

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.

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.

There 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

11
<PAGE>

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.

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

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 (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

12
<PAGE>

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
225 Liberty Street
New York, NY 10281-1698

B. WHEN FUNDS ARE SENT BY CHECK

1) Fill out an Application Form

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)

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.

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.

13
<PAGE>

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 checkwriting, 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.

D. VALUED INVESTMENT PLAN

The Valued Investment Plan ("VIP") is a central asset program that includes
checkwriting with no minimum dollar amount and a VIP cash card. The program
is available only to individuals whose Fund shares are held as part of a
brokerage account. The fees for this program, which are being waived
currently, are $45 a year with fees for additional checks and a $1.00 fee
per transaction for use at automated teller machines. Shareholders should
contact their broker or the Fund for information about this program.

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.

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.

14
<PAGE>
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.

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.

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.

15
<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

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 Statement of Additional Information,
which is available upon request.

<TABLE>
<CAPTION>
INCOME FROM DIVIDENDS
INVESTMENT OPERATIONS AND DISTRIBUTIONS
------------------------------------------------- ------------------------------------------
DISTRIBUTIONS TOTAL
NET TOTAL DIVIDENDS TO TO DIVIDENDS
NET ASSET REALIZED INCOME SHAREHOLDERS SHAREHOLDERS AND
VALUE, NET GAIN/(LOSS) FROM FROM NET FROM NET DISTRIBUTIONS
BEGINNING INVESTMENT ON INVESTMENT INVESTMENT REALIZED TO
OF YEAR INCOME INVESTMENTS OPERATIONS INCOME GAINS SHAREHOLDERS
<S> <C> <C> <C> <C> <C> <C> <C>
PRIMARY PORTFOLIO
Year ended November 30,
1998........................ $ 1.000 $0.048 $ 0.000 $0.048 ($ 0.048) -- ($ 0.048)
1997........................ 1.000 0.047 (0.000) 0.047 (0.047) -- (0.047)
1996........................ 1.000 0.046 (0.000) 0.046 (0.046) ($ 0.000) (0.046)
1995........................ 1.000 0.051 0.000 0.051 (0.051) (0.000) (0.051)
1994........................ 1.000 0.032 0.000 0.032 (0.032) (0.000) (0.032)

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

RATIOS TO
AVERAGE NET
ASSETS
NET ASSET NET ASSETS, -------------------------
VALUE, END OF NET NET
END TOTAL YEAR OPERATING INVESTMENT
OF YEAR RETURN* (MILLIONS) EXPENSES(3) INCOME
<S> <C> <C> <C> <C> <C>
PRIMARY PORTFOLIO
Year ended November 30,
1998........................ $ 1.000 4.90% $ 2,572.4 0.83%(2) 4.78%(2)
1997........................ 1.000 4.85% 2,166.6 0.85% 4.75%
1996........................ 1.000 4.69% 1,712.6 0.91% 4.60%
1995........................ 1.000 5.19% 1,671.1 0.94% 5.07%
1994........................ 1.000 3.26% 1,453.8 0.91% 3.21%
GOVERNMENT PORTFOLIO
Year ended November 30,
1998........................ $ 1.000 4.63% $ 112.1 0.98%(1,2) 4.53%(1,2)
1997........................ 1.000 4.60% 100.0 0.98%(1) 4.51%(1)
1996........................ 1.000 4.51% 101.1 1.00%(1) 4.41%(1)
1995........................ 1.000 5.02% 108.6 1.00%(1) 4.91%(1)
1994........................ 1.000 3.12% 113.2 0.95%(1) 3.08%(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 0.97% 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.

16
<PAGE>

<TABLE>
<CAPTION>
INCOME FROM DIVIDENDS
INVESTMENT OPERATIONS AND DISTRIBUTIONS
------------------------------------------------- ----------------------------------------
NET TOTAL DIVIDENDS TO
NET ASSET REALIZED INCOME SHAREHOLDERS NET ASSET
VALUE, NET GAIN/(LOSS) FROM FROM NET CAPITAL VALUE,
BEGINNING INVESTMENT ON INVESTMENT INVESTMENT CONTRIBUTIONS END
OF YEAR INCOME INVESTMENTS OPERATIONS INCOME BY ADVISOR OF YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
GENERAL MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. $ 1.000 $0.026 ($0.000) $0.026 ($ 0.026) -- $ 1.000
1997................................. 1.000 0.027 (0.000) 0.027 (0.027) -- 1.000
1996................................. 1.000 0.025 0.000 0.025 (0.025) -- 1.000
1995................................. 1.000 0.031 0.000 0.031 (0.031) -- 1.000
1994................................. 1.000 0.020 (0.000) 0.020 (0.020) -- 1.000

<CAPTION>
RATIOS TO
AVERAGE NET
ASSETS
NET ASSETS, -------------------------
END OF NET NET
TOTAL YEAR OPERATING INVESTMENT
RETURN* (MILLIONS) EXPENSES(3) INCOME
<S> <C> <C> <C> <C>
GENERAL MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. 2.66% $ 171.8 0.92%(2) 2.62%(2)
1997................................. 2.74% 137.0 0.96%(1) 2.70%(1)
1996................................. 2.56% 122.3 0.99%(1) 2.53%(1)
1995................................. 3.11% 116.0 0.93%(1) 3.07%(1)
1994................................. 2.04% 108.7 0.90%(1) 2.01%(1)
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. $ 1.000 $0.024 -- $0.024 ($ 0.024) -- $ 1.000
1997................................. 1.000 0.026 ($0.000) 0.026 (0.026) -- 1.000
1996................................. 1.000 0.024 -- 0.024 (0.024) -- 1.000
1995................................. 1.000 0.031 (0.008) 0.023 (0.031) $ 0.008 1.000
1994................................. 1.000 0.020 (0.000) 0.020 (0.020) -- 1.000

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

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
NEW YORK MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. $ 1.000 $0.025 -- $0.025 ($ 0.025) -- $ 1.000
1997................................. 1.000 0.026 ($0.000) 0.026 (0.026) -- 1.000
1996................................. 1.000 0.025 -- 0.025 (0.025) -- 1.000
1995................................. 1.000 0.030 0.000 0.030 (0.030) -- 1.000
1994................................. 1.000 0.019 (0.000) 0.019 (0.019) -- 1.000

<CAPTION>
NEW YORK MUNICIPAL PORTFOLIO
<S> <C> <C> <C> <C>
Year ended November 30,
1998................................. 2.50% $ 84.1 0.98%(2) 2.46%(2)
1997................................. 2.66% 73.2 0.98%(1) 2.63%(1)
1996................................. 2.50% 60.0 0.97%(1) 2.45%(1)
1995................................. 3.07% 52.3 0.79%(1) 3.02%(1)
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.

17
<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.

18
<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 Fund at
1-800-401-6672.

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.

[LOGO]
o Primary Portfolio
o Government Portfolio
o General Municipal Portfolio
o California Municipal Portfolio
o New York Municipal Portfolio

(Investment Company Act file no. 811-05731)

PROSPECTUS

March 31, 1999
<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

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary........................................................................................ 3
Fees and Expenses of the Portfolios........................................................................ 7
Principal Investment Strategies and Related Risks.......................................................... 8
Fund Management............................................................................................ 12
Shareholder Information.................................................................................... 12
Dividends and Distributions................................................................................ 13
Taxes...................................................................................................... 13
Year 2000 Issues........................................................................................... 14
Distribution Plan.......................................................................................... 14
Financial Highlights....................................................................................... 15
Appendix................................................................................................... 17
</TABLE>

2
<PAGE>
RISK/RETURN SUMMARY

INVESTMENT GOALS

<TABLE>
<S> <C>
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

The Portfolios are money market funds.
</TABLE>

PRINCIPAL INVESTMENT STRATEGIES

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.

3
<PAGE>

PRINCIPAL RISKS

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.

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.

PRIMARY PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

4
<PAGE>

GOVERNMENT PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

GENERAL MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

5
<PAGE>

CALIFORNIA MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

NEW YORK MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

6
<PAGE>

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

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
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

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............................................. -- (.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.

7
<PAGE>

EXAMPLE

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?

Q Are the Portfolio's investments diversified?

8
<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?

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.

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?

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

9
<PAGE>

CALIFORNIA MUNICIPAL PORTFOLIO

Q What is the Portfolio's investment program?

Q What types of securities does the Portfolio buy?

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?

NEW YORK MUNICIPAL PORTFOLIO

Q What is the Portfolio's investment program?

Q What types of securities does the Portfolio buy?

<PAGE>

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?

RISKS OF THE PORTFOLIOS

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

11
<PAGE>

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.

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:

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

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.

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

12
<PAGE>

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

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

13
<PAGE>
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 June 1999.

DISTRIBUTION PLAN

14
<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

INCOME FROM DIVIDENDS
INVESTMENT OPERATIONS AND DISTRIBUTIONS
------------------------------------------------- ------------------------------------------
DISTRIBUTIONS TOTAL
NET TOTAL DIVIDENDS TO TO DIVIDENDS
NET ASSET REALIZED INCOME SHAREHOLDERS SHAREHOLDERS AND
VALUE, NET GAIN/(LOSS) FROM FROM NET FROM NET DISTRIBUTIONS
BEGINNING INVESTMENT ON INVESTMENT INVESTMENT REALIZED TO
OF YEAR INCOME INVESTMENTS OPERATIONS INCOME GAINS SHAREHOLDERS
<S> <C> <C> <C> <C> <C> <C> <C>
PRIMARY PORTFOLIO
Year ended November 30,
1998........................ $ 1.000 $0.048 $ 0.000 $0.048 ($ 0.048) -- ($ 0.048)
1997........................ 1.000 0.047 (0.000) 0.047 (0.047) -- (0.047)
1996........................ 1.000 0.046 (0.000) 0.046 (0.046) ($ 0.000) (0.046)
1995........................ 1.000 0.051 0.000 0.051 (0.051) (0.000) (0.051)
1994........................ 1.000 0.032 0.000 0.032 (0.032) (0.000) (0.032)

GOVERNMENT PORTFOLIO
Year ended November 30,
1998........................ $ 1.000 4.63% $ 112.1 0.98%(1,2) 4.53%(1,2)
1997........................ 1.000 4.60% 100.0 0.98%(1) 4.51%(1)
1996........................ 1.000 4.51% 101.1 1.00%(1) 4.41%(1)
1995........................ 1.000 5.02% 108.6 1.00%(1) 4.91%(1)
1994........................ 1.000 3.12% 113.2 0.95%(1) 3.08%(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 0.97% 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.

15
<PAGE>

<TABLE>
<CAPTION>
INCOME FROM DIVIDENDS
INVESTMENT OPERATIONS AND DISTRIBUTIONS
------------------------------------- ----------------------------------------
NET TOTAL DIVIDENDS TO
NET ASSET REALIZED INCOME SHAREHOLDERS NET ASSET
VALUE, NET GAIN/(LOSS) FROM FROM NET CAPITAL VALUE,
BEGINNING INVESTMENT ON INVESTMENT INVESTMENT CONTRIBUTIONS END
OF YEAR INCOME INVESTMENTS OPERATIONS INCOME BY ADVISOR OF YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
GENERAL MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. $ 1.000 $0.026 ($0.000) $0.026 ($ 0.026) -- $ 1.000
1997................................. 1.000 0.027 (0.000) 0.027 (0.027) -- 1.000
1996................................. 1.000 0.025 0.000 0.025 (0.025) -- 1.000
1995................................. 1.000 0.031 0.000 0.031 (0.031) -- 1.000
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
<S> <C> <C> <C> <C>
GENERAL MUNICIPAL PORTFOLIO
Year ended November 30,
1998................................. 2.66% $ 171.8 0.92%(2) 2.62%(2)
1997................................. 2.74% 137.0 0.96%(1) 2.70%(1)
1996................................. 2.56% 122.3 0.99%(1) 2.53%(1)
1995................................. 3.11% 116.0 0.93%(1) 3.07%(1)
1994................................. 2.04% 108.7 0.90%(1) 2.01%(1)
</TABLE>

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

<TABLE>
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
1997................................. 1.000 0.026 ($0.000) 0.026 (0.026) -- 1.000
1996................................. 1.000 0.025 -- 0.025 (0.025) -- 1.000
1995................................. 1.000 0.030 0.000 0.030 (0.030) -- 1.000
1994................................. 1.000 0.019 (0.000) 0.019 (0.019) -- 1.000

(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.

16
<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

17
<PAGE>

[This page intentionally left blank]
<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 Fund at
1-800-401-6672.

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.

(Investment Company Act file no. 811-05731)

MARCH 31, 1999

OCC CASH RESERVES

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

PROSPECTUS

[LOGOS]

<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

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Risk/Return Summary....................................................................................... 3

Fees and Expenses of the Portfolios....................................................................... 7

Principal Investment Strategies and Related Risks......................................................... 8

Fund Management........................................................................................... 12

Shareholder Information................................................................................... 12

Dividends and Distributions............................................................................... 14

Taxes..................................................................................................... 14

Year 2000 Issues.......................................................................................... 15

Distribution Plan......................................................................................... 15

Financial Highlights...................................................................................... 16

Appendix.................................................................................................. 18
</TABLE>

2
<PAGE>
RISK/RETURN SUMMARY

INVESTMENT GOALS

<TABLE>
<S> <C>
Primary Portfolio....................................... Safety of principal, liquidity and maximum current in-
come from money market securities
Government Portfolio.................................... Safety of principal, liquidity and maximum current in-
come from money market securities
General Municipal Portfolio............................. Safety of principal, liquidity and maximum current in-
come exempt from Federal income taxes from money market
securities
California Municipal Portfolio.......................... Safety of principal, liquidity and maximum current in-
come exempt from Federal and California personal in-
come taxes from money market securities
New York Municipal Portfolio............................ Safety of principal, liquidity and maximum current in-
come exempt from Federal, New York State and New York
City income taxes from money market securities
The Portfolios are money market funds.
</TABLE>

PRINCIPAL INVESTMENT STRATEGIES

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.

PRINCIPAL RISKS

3
<PAGE>

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.

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.

PRIMARY PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

4
<PAGE>

GOVERNMENT PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

* 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 quar-
ter ended 6/30/90) and the lowest quarterly return was .55% (for the quarter
ended 6/30/93).

GENERAL MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

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

5
<PAGE>

CALIFORNIA MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

NEW YORK MUNICIPAL PORTFOLIO

[BAR GRAPH]

Year Percent
---- -------

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

6
<PAGE>

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

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.

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 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............................................. -- (.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.

7
<PAGE>

EXAMPLE

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?

Q Are the Portfolio's investments diversified?

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

8
<PAGE>

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?

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?

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

9
<PAGE>

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?

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.

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

Q Are the Portfolio's investments diversified?

NEW YORK MUNICIPAL PORTFOLIO

Q What is the Portfolio's investment program?

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

10
<PAGE>

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?

RISKS OF THE PORTFOLIOS

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

There 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.

11
<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 (800-862-3863)) 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

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.

12
<PAGE>

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.
P.O. Box 6110
Indianapolis, IN 46206-6110
for other than U.S. Postal Service mail:

Unified Management Corp.
431 North Pennsylvania Street
Indianapolis, IN 46204-1806

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.

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.

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

13
<PAGE>

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.

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.)

REDEMPTIONS OVER $250,000

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).

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

14
<PAGE>

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.

DISTRIBUTION PLAN

15
<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

(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.

16
<PAGE>

<TABLE>
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
1997................................. 1.000 0.026 ($0.000) 0.026 (0.026) -- 1.000
1996................................. 1.000 0.024 -- 0.024 (0.024) -- 1.000
1995................................. 1.000 0.031 (0.008) 0.023 (0.031) $ 0.008 1.000
1994................................. 1.000 0.020 (0.000) 0.020 (0.020) -- 1.000

(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.

17
<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

18
<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 Fund at
1-800-862-3863.

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.

[LOGO]

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

(Investment Company Act file no. 811-05731)

Offered through
Unified Management Corporation
431 N. Pennsylvania St.
Indianapolis, IN 46204-1806

PROSPECTUS

March 31, 1999

<PAGE>

Statement of Additional Information
-----------------------------------

OCC CASH RESERVES, INC.

- Primary Portfolio

- Government Portfolio

- General Municipal Portfolio

- California Municipal Portfolio

- New York Municipal Portfolio

One World Financial Center
New York, New York 10281
(800) 401-6672 / (212) 374-6187

This Statement of Additional Information (the "Additional Statement") is not a
Prospectus. Investors should understand that this Additional Statement should
be read in conjunction with the Prospectus for OCC Cash Reserves, Inc. (the
"Fund") dated March 31, 1999. Prospectuses may be obtained by contacting the
Fund.

The date of this Additional Statement is March 31, 1999.

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INVESTMENT OF THE FUND'S ASSETS............................................................................... 3

SPECIAL CONSIDERATIONS REGARDING NEW YORK MUNICIPAL
OBLIGATIONS.......................................................................................... 9

SPECIAL CONSIDERATIONS REGARDING CALIFORNIA MUNICIPAL
OBLIGATIONS.......................................................................................... 17

INVESTMENT RESTRICTIONS....................................................................................... 23

DIRECTORS AND OFFICERS........................................................................................ 24

PRINCIPAL HOLDERS OF SECURITIES............................................................................... 28

INVESTMENT MANAGEMENT AND OTHER SERVICES...................................................................... 29

DETERMINATION OF NET ASSET VALUE.............................................................................. 32

TAXES......................................................................................................... 34

PERFORMANCE DATA.............................................................................................. 36

ADDITIONAL INFORMATION........................................................................................ 39

APPENDIX...................................................................................................... A-1

FINANCIAL STATEMENTS.......................................................................................... B-1

</TABLE>

2
<PAGE>

INVESTMENT OF THE FUND'S ASSETS

The Fund is an open-end management investment company with five
portfolios, each of which is diversified. The investment objective and policies
of each portfolio of the Fund (the "Portfolio(s)") are described in the
applicable prospectus for the Portfolio. A further description of the
Portfolios' investments and investment methods appears below.

U.S. Government Securities. U.S. Government Securities (i.e., obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities) include securities issued by the U.S. Government, which in
turn include Treasury Bills (which mature within one year of the date they are
issued), Treasury Notes (which mature more than one year after the date they
are issued and less than ten years after the date they are issued) and Treasury
Bonds (which mature more than ten years after the date they are issued). All
Treasury securities are backed by the full faith and credit of the United
States Government. U.S. Government agencies and instrumentalities that issue or
guarantee securities include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, Services Administration, Bank for Cooperatives, Federal Home Loan
Banks, Federal Home Mortgage Corporation, Federal Intermediate Credit Banks,
Federal Land Banks, Student Loan Marketing Association, Maritime
Administration, the Tennessee Valley Authority and the District of Columbia
Advisory Board. Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit of the
United States. Some, such as securities issued by the Federal Home Loan Banks,
are backed by the right of the agency or instrumentality to borrow from the
Treasury. Others, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are supported only by the credit of the
instrumentality and not by the Treasury. If the securities are not backed by
the full faith and credit of the United States, the owner of the securities
must look principally to the agency issuing the obligation for repayment and
may not be able to assert a claim against the United States Government in the
event that the agency or instrumentality does not meet its commitment.

Time Deposits and Commercial Paper. The Portfolios may invest in fixed time
deposits, whether or not subject to withdrawal penalties; however, investment
in such deposits which are subject to withdrawal penalties, other than
overnight deposits, are subject to the 10% limit on illiquid investments set
forth in the Prospectus for each Portfolio.

Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased by
the Portfolios will consist only of direct obligations issued by domestic and
foreign entities which, at the time of their purchase (a) have received a
short-term rating in one of the two highest short-term rating categories by two
of the following nationally recognized statistical rating organizations
("NRSROs")(or if only one NRSRO has issued a rating at the time the Fund
purchases or rolls over the security, that NRSRO): Moody's Investors Service,
Inc. ("Moodys"), Standard & Poor's Corporation ("S&P"), Fitch Investors
Service, Inc. ("Fitch"), Duff and Phelps, Inc. ("Duff & Phelps"), Thomson
BankWatch, Inc. and with respect to debt issued by banks, bank holding
companies, United Kingdom building societies, broker-dealers and

3
<PAGE>

broker-dealers' parent companies, and bank-supported debt, IBCA Limited and its
affiliate, IBCA Inc. or (b) if unrated, determined by OpCap Advisors (the
"Advisor") under guidelines established by the Board of Directors ("Board") to
be of comparable quality to those rated obligations which may be purchased by
the Portfolios. The other corporate obligations in which the Portfolios may
invest consist of high quality, U.S. dollar denominated short-term bonds and
notes (including variable amount demand notes) issued by domestic and foreign
corporations.

The commercial paper obligations which the Portfolios buy are
unsecured and include variable rate notes. The nature and terms of a variable
rate note (i.e., a "Master Note") permit a fund to invest fluctuating amounts
at varying rates of interest pursuant to a direct arrangement between a fund,
as lender, and the issuer, as borrower. It permits daily changes in the amounts
borrowed. The Fund has the right at any time to increase, up to the full amount
stated in the note agreement, or to decrease the amount outstanding under the
Master Note. The issuer may prepay at any time and without penalty any part of,
or the full amount of, the principal balance outstanding under the Master Note.
The Master Note may or may not be backed by one or more bank letters of credit.
Because these notes are direct lending arrangements between the Fund and the
issuer, it is not generally contemplated that they will be traded; moreover,
there is currently no secondary market for them. Except as specifically
provided in the Prospectus for each Portfolio, there is no limitation on the
type of issuer from whom these notes will be purchased; however, in connection
with such purchase and on an ongoing basis, the Advisor will, subject to
policies established by the Board of Directors of the Fund, consider and
monitor on a continuous basis the ratings, earning power, cash flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest
on demand, including a situation in which all holders of such notes make demand
simultaneously. A Portfolio will not invest more than 5% of its total assets in
such variable rate notes.

Bank Obligations. The Federal Deposit Insurance Corporation ("FDIC") insures
the deposits of federally insured banks and savings and loan associations
(collectively referred to as "banks") up to $100,000. A Portfolio may, within
the limits set forth in the Prospectus, purchase bank obligations which are
fully insured as to principal by the FDIC. Currently, to remain fully insured
as to principal, these investments must be limited to $100,000 per bank; if the
principal amount and accrued interest together exceed $100,000, the excess will
not be insured. Insured bank obligations have limited marketability and the
Portfolios will not limit investment in banks to the insured amount. Unless the
Board of Directors determines that a readily available market exists for such
obligations, a Portfolio will treat such obligations as subject to the 10%
limit for illiquid investments unless such obligations are payable at principal
amount plus accrued interest on demand or within seven days after demand.

Municipal Securities. The General Municipal Portfolio, California Municipal
Portfolio and New York Municipal Portfolio (collectively the "Municipal
Portfolios") invest primarily in tax-exempt securities. "Municipal Securities"
refers to debt obligations issued by a state and its political subdivisions
(for example, counties, cities, towns, villages, districts and authorities) and
by territories and possessions of the U.S. the interest from which is, in the
opinion of bond counsel, exempt from federal income tax and (i) California
personal income taxes in the case of the California Municipal Portfolio, or
(ii) New York State and New York City income taxes in the case of the New York
Municipal Portfolio. Such obligations are issued to obtain funds for various
public purposes, including

4
<PAGE>

the construction of a wide range of public facilities, such as airports,
bridges, highways, housing, hospitals, mass transportation, schools, streets
and water and sewer works. Other public purposes for which Municipal Securities
may be issued include the refunding of outstanding obligations or obtaining
funds for general operating expenses. Short-term Municipal Securities are
generally issued by state and local governments and public authorities as
interim financing in anticipation of collections, revenue receipts, or bond
sales to finance such public purposes. In addition, certain types of "private
activity" bonds may be issued by public authorities to finance privately
operated housing facilities, and certain local facilities for water supply,
gas, electricity, sewage or solid waste disposal, student loans, or the
obtaining of funds to lend to public or private institutions for the
construction of facilities such as educational, hospital and housing
facilities. Such obligations are considered as Municipal Securities if the
interest paid thereon is, in the opinion of bond counsel, exempt from federal
income tax and (i) California personal income taxes in the case of the
California Municipal Portfolio or (ii) New York State and New York City income
taxes in the case of the New York Municipal Portfolio. Other types of private
activity bonds, the proceeds of which are used for the construction, equipment,
repair or improvement of privately operated industrial or commercial
facilities, constitute Municipal Securities, although the current federal laws
place substantial limitations on the size of such issues. Municipal Securities
also include short-term discount notes (tax-exempt commercial paper), which are
promissory notes issued by municipalities to enhance their cash flows.

Participation Interests. The Municipal Portfolios may invest in Municipal
Securities either by purchasing them directly or by purchasing certificates of
actual or similar instruments evidencing direct ownership of interest payments
or principal payments, or both, on Municipal Securities, provided that, in the
opinion of counsel to the initial seller of each such certificate or
instrument, any discount accruing on the certificate or instrument that is
purchased at a yield not greater than the coupon rate of interest on the
related Municipal Securities will be exempt from federal income tax (and in the
case of the California and New York Municipal Portfolios applicable State and
local tax) to the same extent as interest on the Municipal Securities. The
Portfolio may also invest in Municipal Securities by purchasing from banks
participation interests in all or part of specific holdings of Municipal
Securities. These participations may be backed in whole or in part by an
irrevocable letter of credit or guarantees of the selling bank and have "put"
provisions allowing the Portfolio to compel the seller of the interest to
purchase it on pre-determined terms. The selling bank may receive a fee from
the Fund in connection with the arrangement. A Municipal Portfolio will not
purchase such participation interests unless it receives an opinion of counsel
or a ruling of the Internal Revenue Service that interest earned by it on
Municipal Securities in which it holds such participation interests is exempt
from federal income tax and (i) California personal income tax in the case of
the California Municipal Portfolio or (ii) New York State and New York City
income tax in the case of the New York Municipal Portfolio. The Municipal
Portfolios do not expect to invest more than 5% of their respective total
assets in participation interests.

Loan Participations. The Primary Portfolio may invest in short-term loan
participations pursuant to agreements between the Fund and commercial banks
which have been approved by the Board of Directors. Generally, these short-term
loans have maturities ranging between fourteen days and six months (the Fund
will not purchase any participation having maturities of longer than one year)
and bear interest at a fixed rate payable at maturity. Loan participations do
not provide recourse to the

5
<PAGE>

selling banks but are solely the obligation of the borrower, although the bank
will have continuing responsibility for administering the loan, collecting
payment at maturity and passing funds on to the Fund as they are received for
which it receives a fee. The Fund will only participate in loans to companies
whose outstanding securities and commercial paper are of a quality permissible
for investment by the Fund. Loan participations are evidenced by non-negotiable
Participation Certificates.

Stand-by Commitments. The Municipal Portfolios have the authority to acquire
stand-by commitments from banks and broker-dealers in connection with the
purchase of Municipal Securities. A stand-by commitment may be considered a
security independent of the Municipal Security to which it relates. The amount
payable by a bank or dealer during the time a stand-by commitment is
exercisable, absent unusual circumstances, would be substantially the same as
the market value of the underlying Municipal Security to a third party at any
time. Each Portfolio anticipates that stand-by commitments generally will be
available without the payment of direct or indirect consideration. The
Portfolios do not expect to assign any value to stand-by commitments.

Tender Option Bonds. The Municipal Portfolios may invest in long-term
tax-exempt fixed rate instruments that have been converted into short-term
tax-exempt variable rate demand instruments ("tender option bonds") by virtue
of certain third party demand features. Tender option bonds are tax-exempt
bonds with maturities of 5 to 25 years that bear interest at a fixed rate
substantially higher than prevailing short-term tax-exempt rates, that have
been coupled with the agreement of a third party such as a bank pursuant to
which such institution grants bondholders the option at periodic intervals
(usually every six months but in no event less than every twelve months) to
tender (put) their bonds to the institution and receive the face value thereof.
Holders of tender option bonds are assessed periodic variable tender fees by
the institution. Such fees are established for each tender period at a rate
equal to the difference between the bonds' fixed coupon rate and the rate as
determined by a remarketing or similar agent at or near the commencement of
such period, that would cause the tender option bonds to trade at par on the
date of such determination. The purchase by the Municipal Portfolios of tender
option bonds must comply with certain conditions established by the Securities
and Exchange Commission.

Forward Commitments. The Portfolios may purchase money market securities on a
forward commitment basis, which means that delivery and payment for such
securities normally take place within 45 days after the date of the commitment
to purchase. The payment obligation and the interest rate that will be received
on the securities are fixed at the time the buyer enters into the commitment.
The Portfolios will make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the Portfolio may sell
these securities before the settlement date if it is deemed advisable. The
Portfolios will not accrue income in respect of a security purchased on a
forward commitment basis prior to its stated delivery date.

When-Issued Securities. The Portfolios may take advantage of offerings of
eligible portfolio securities on a "when-issued" basis, i.e., delivery of and
payment for such securities take place sometime after the transaction date on
terms established on such date. Normally, settlement on municipal securities
occurs within one month of the transaction date and settlement in U.S.
Government Securities takes place within ten days. A Portfolio will only make
when-issued

6
<PAGE>

commitments on eligible securities with the intention of actually acquiring the
securities. If a Portfolio chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the
disposition of any other portfolio obligation, incur a gain or a loss due to
market fluctuation. No when-issued commitments will be made if, as a result,
more than 15% of a Portfolio's net assets would be so committed.

Repurchase Agreements. Each Portfolio may acquire securities subject to
repurchase agreements. Under a typical repurchase agreement, a Portfolio would
acquire a debt security for a relatively short period (usually from day to day
and seldom for more than one week) subject to an obligation of the seller to
repurchase and of the Portfolio to resell the debt security at an agreed-upon
higher price and time, thereby establishing a fixed investment return during
the Portfolio's holding period which is not subject to market fluctuations. The
Portfolios will enter into repurchase agreements with primary dealers in U.S.
Government securities as designated by the Federal Reserve Bank of New York or
their subsidiaries or with the Fund's custodian. Under each repurchase
agreement, the selling institution will be required to provide, as collateral,
securities subject to such repurchase agreement whose market value is not less
than the repurchase price. Repurchase agreements could involve certain risks in
the event of default or insolvency of the selling institution, including costs
of disposing of such securities and any loss resulting from delays or
restrictions upon a Portfolio's ability to dispose of the underlying
securities. The Advisor considers the creditworthiness of those dealers with
which the Fund enters into repurchase agreements and monitors on an ongoing
basis the value of securities subject to repurchase agreements to ensure that
such value is maintained at the required level.

The Portfolios may also enter into reverse repurchase agreements which
involve the sale of securities held by a Portfolio with an agreement to
repurchase the securities at an agreed-upon price, date and interest payment.
Under normal circumstances there should be no need to enter into reverse
repurchase agreements.

Illiquid Investments. The Advisor will not make investments as to which there
exists the possibility of limited liquidity if thereafter more than 10% of the
total assets of any Portfolio would consist of such investments. Such
investments include (i) repurchase agreements maturing in more than seven days;
(ii) fixed time deposits subject to withdrawal penalties, other than overnight
deposits; (iii) restricted securities, i.e., securities which cannot be sold
freely due to legal or contractual restrictions on resale (the Fund does not
expect to own such securities); (iv) securities and other assets for which a
bona fide market does not exist at the time of purchase or subsequent
valuation; (v) insured bank obligations, unless the Board of Directors
determines that a readily available market exists for such obligations; (vi)
participation interest in loans extended by banks; (vii) variable rate
obligations for which there is no readily available market; and (viii)
securities of foreign issuers which are not listed on a recognized domestic or
foreign securities exchange, but not including certain certificates of deposits
of major foreign banks, banker's acceptances of major foreign banks and high
quality commercial paper of major foreign issuers for which the Board of
Directors determines that a readily available market exists. Notwithstanding
the foregoing, obligations payable at principal amount plus accrued interest on
or within seven days after demand are not included with the 10% limitation.

7
<PAGE>

Obligations of Foreign Banks and Foreign Branches of U.S. Banks. Each Portfolio
may invest in U.S. dollar-denominated securities of foreign banks, their
branches and foreign branches of U.S. banks which are rated in one of the two
highest rating categories or which are deemed to be of comparable quality, as
determined by the Board of Directors. To the extent a Portfolio makes such
investments, it will be subject to additional investment risks which differ
from those incurred by an investment company that invests only in debt
obligations of domestic U.S. banks. Such risks include political and economic
developments of the country in which the bank or branch is located, possible
imposition of withholding taxes on interest payable on the securities, possible
seizure or nationalization of foreign deposits and the possible establishment
of exchange control regulations or the adoption of other governmental
restrictions that might affect the payment of principal and interest on such
securities. Additionally, not all of the U.S. Federal and state banking laws
and regulations applicable to domestic banks relating to maintenance of
reserves (which are often lower), loan limits and promotion of financial
soundness apply to foreign branches of domestic banks, and none of the laws and
regulations apply to foreign banks. There may be greater difficulty in
commencing legal action against foreign issuers than against U.S. issuers of
securities.

Risks. No Portfolio will make investments with the objective of capital growth.
However, the market value of the securities held by the Portfolios, including
U.S. Government Securities, may be affected by changes in general interest
rates. Because the current market value of debt securities varies inversely
with changes in prevailing interest rates, if interest rates increase after a
security is purchased, the market value of that security would normally
decline. Conversely, should interest rates decrease after a security is
purchased, its market value would rise. However, those fluctuations in market
value will not generally result in realized gains or losses to the Portfolios
since the Portfolios do not usually intend to dispose of securities prior to
their maturity. A debt security held to maturity is redeemable by its issuer at
full principal value plus accrued interest. To a limited degree, the Portfolios
may engage in short-term trading to attempt to take advantage of short-term
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Portfolio believes such disposition advisable or if it needs to generate
cash to satisfy redemptions. In such cases, the Portfolios may realize a
capital gain or loss. The securities in which the Portfolios will invest may
not earn as high a level of current income as longer-term or lower-quality
securities, which generally have less liquidity, greater market risk and more
fluctuation in market value. Securities in which the Portfolios may invest are
subject to the provisions of bankruptcy, insolvency and other laws affecting
the rights and remedies of creditors, such as the Federal Bankruptcy Code, and
laws, if any, which may be enacted by Congress or the state legislatures
extending the time for payment of principal or interest or both or imposing
other constraints upon enforcement of such obligations. There is also the
possibility that as a result of litigation or other conditions the power or
ability of issuers to meet their obligations for the payment of interest and
principal on their securities may be materially affected.

From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Securities. Federal legislation limits the types and
amounts of tax-exempt bonds issuable for certain purposes, especially for
industrial development bonds and other types of so-called "private activity
bonds." Such limits may affect the future supply and yields of these types of
Municipal Securities. Further proposals

8
<PAGE>

limiting the issuance of Municipal Securities may well be introduced in the
future. If it appeared that the availability of Municipal Securities and the
value of that Portfolio could be materially affected by such changes in law,
the Board of Directors would reevaluate its investment objective and policies
and consider changes in the structure of that Portfolio or its dissolution. Any
changes in basic investment objective or fundamental investment policies of any
of the Portfolios must be approved by that Portfolio's shareholders before
being effected.

SPECIAL CONSIDERATIONS REGARDING
NEW YORK MUNICIPAL OBLIGATIONS

Since the New York Municipal Portfolio concentrates its investments in
New York tax-exempt securities, the Portfolio is significantly affected by any
political, economic or regulatory developments affecting the ability of New
York tax-exempt issuers to pay interest or repay principal. Investors should be
aware that certain issuers of New York tax-exempt securities have experienced
serious financial difficulties in recent years. A reoccurrence of these
difficulties may impair the ability of certain New York issuers to maintain
debt service on their obligations.

The fiscal stability of New York State is related to the fiscal
stability of the State's municipalities, its Agencies and Authorities (which
generally finance, construct and operate revenue-producing public benefit
facilities). This is due in part to the fact that Agencies, Authorities and
local governments in financial trouble often seek State financial assistance.
The experience has been that if New York City or any of the Agencies or
Authorities suffers serious financial difficulty, both the ability of the
State, the City, the State's political subdivisions, the Agencies and the
Authorities to obtain financing in the public credit markets and the market
price of outstanding New York tax-exempt securities are adversely affected.

Over the long term, the State and City face potential economic
problems. The City accounts for a large portion of the State's population and
personal income, and the City's financial health affects the State in numerous
ways. The City continues to require significant financial assistance from the
State. The City depends on State aid both to enable the City to balance its
budget and to meet its cash requirements. The State could also be affected by
the ability of the City to market its securities successfully in the public
credit markets.

The economic and financial condition of the State also may be affected
by various financial , social, economic and political factors. Such factors can
be very complex, may vary from fiscal year to fiscal year and are frequently
the result of actions taken not only by the State and its agencies and
instrumentalities, but also by entities, such as the Federal Government, that
are not under the control of the State.

The following summary information on risk factors in concentrating in
New York municipal obligations is based on publicly available official
statements relating to offerings of New York issuers of municipal securities on
or prior to December 15, 1998 with respect to offerings of the State and
December 18, 1998 with respect to offerings of the City,

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and it does not purport to be a complete description of the considerations
contained therein. No representation is made as to the accuracy of such
information.

During the mid-1970's New York State, some of its agencies,
instrumentalities and public benefit corporations, and certain of its
municipalities faced serious financial difficulties. To address many of these
financial problems, the State developed various programs, many of which were
successful in ameliorating the financial crisis. Any further financial problems
experienced by these Authorities or municipalities could have a direct adverse
effect on the New York Municipal Obligations in which the Fund invests.

New York City. The national economic downturn which began in July 1990
adversely affected the local economy, which had been declining since late 1989.
As a result, New York City experienced job losses in 1990 and 1991 and real
Gross City Product (GCP) fell in those two years. For the 1992 fiscal year, the
City closed a projected budget gap of $3.3 billion in order to achieve a
balanced budget as required by the laws of the State. Beginning in 1992, the
improvement in the national economy helped stabilize conditions in the City.
Employment losses moderated toward year-end and real GCP increased, boosted by
strong wage gains. After noticeable improvements in the City's economy during
calendar year 1994, economic growth slowed in 1995 and thereafter improved
commencing in calendar year 1996, reflecting improved securities industry
earnings and employment in other sectors. Overall, the City's economic
improvement accelerated significantly in 1997 and 1998. The City's current
financial plan assumes that, after strong growth in 1997-1998, moderate
economic growth will exist through calendar year 2002, with moderate job growth
and wage increases.

For each of the 1981 through 1998 fiscal years, the City had an
operating surplus, before discretionary and other transfers, and achieved
balanced operating results as reported in accordance with then applicable
generally accepted accounting principles ("GAAP"). The City has been required
to close substantial gaps between forecast revenues and forecast expenditures
in order to maintain balanced operating results. There can be no assurance that
the City will continue to maintain balanced operating results as required by
State law without tax or other revenue increases or reductions in City services
or entitlement programs, which could adversely affect the City's economic base.

1999-2002 New York City Financial Plan. The Mayor is responsible for
preparing the City's four-year financial plan including the current financial
plan for the 1999 through 2002 fiscal years (the "1999-2002 Financial Plan,"
the "Financial Plan" or "City Plan").

The Financial Plan projects revenues and expenditures for the 1999
fiscal year balanced in accordance with GAAP. The Financial Plan takes into
account an increase in projected tax revenues in 1999 and 2000 and a decrease
in projected tax revenues in 2001 and 2002; an increase in planned expenditures
for health insurance; a decrease in projected pension expenditures; and other
agency spending increases. In addition, the Financial Plan includes a proposed
discretionary transfer to the 1999 fiscal year of $465 million to pay debt
service due in fiscal year 2000. The Financial Plan also sets forth projections
for the 2000 through 2002 fiscal years and projects gaps of $2.2 billion, $2.9
billion and $2.4 billion for the 2000 through 2002 fiscal years, respectively.

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The Financial Plan assumes (i) approval by the Governor and the State
Legislature of the extension of the 14% personal income tax surcharge, which is
scheduled to expire on December 31, 1999, and which is projected to provide
revenue of $183 million, $524 million and $544 million in the 2000, 2001 and
2002 fiscal years, respectively and (ii) collection of the projected rent
payments for the City's airports, totaling $6 million, $365 million, $155
million and $185 million in the 1999 through 2002 fiscal years respectively, a
substantial portion of which may depend on the successful completion of
negotiations with The Port Authority of New York and New Jersey or on the
enforcement of the City's rights under the existing leases through pending
legal actions. The Financial Plan provides no additional wage increases for the
City employees after their contracts expire in fiscal years 2000 and 2001. In
addition, the economic and financial condition of the City may be affected by
various financial, social economic and political factors which could have a
material effect on the City.

On July 23, 1998, the New York State Comptroller issued a report which
noted that a significant cause for concern is the budget gaps in the 1999-2000
and 2000-2001 fiscal years, which the State Comptroller projected at $1.8
billion and $5.5 billion, respectively, after excluding the uncertain receipt
by the State of $250 million of funds from the tobacco settlement assumed for
each of such fiscal years, as well as the unspecified actions assumed in the
State's projections. The State Comptroller also stated that if the securities
industry or economy slows, the size of the gaps would increase.

The City depends on the State for State aid both to enable the City to
balance its budget and to meet its cash requirements. There can be no assurance
that there will not be reductions in State aid to the City from amounts
currently projected; that the State budgets in future fiscal years will be
adopted by the April 1 statutory deadline, or interim appropriations enacted;
or that any such reductions or delays will not have adverse effects on the
City's cash flow or expenditures.

The City projections set forth in the City Plan are based on various
assumptions and contingencies which are uncertain and which may not
materialize.

Implementation of the Financial Plan is also dependent upon the City's
ability to market its securities successfully. The City's financing program for
fiscal years 1999 through 2002 contemplates the issuance of $5.2 billion of
general obligation bonds and $5.4 billion of bonds to be issued by the New York
City Transitional Finance Authority to finance City capital projects. The
Finance Authority was created to assist the City in its capital program while
keeping the City's indebtedness within the forecast level of the constitutional
restrictions on the amount of debt the City is authorized to incur. In
addition, the City issues revenue and tax anticipation notes to finance its
seasonal working capital requirements. The success of projected public sales of
City bonds and notes, New York City Municipal Water Finance Authority bonds and
Finance Authority bonds will be subject to prevailing market conditions. The
City's planned capital and operating expenditures are dependent upon the sale
of its general obligation bonds and notes, and the Water Authority and Finance
Authority bonds. Future developments concerning the City and public discussion
of such developments , as well as prevailing market conditions, may affect the
market for outstanding City general obligation bonds and notes.

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The City Comptroller and other agencies and public officials issue
reports and make public statements which, among other things, state that
projected revenues and expenditures may be different from those forecasted in
the City Plan. It is reasonable to expect that such reports and statements will
continue to be issued and to engender public comment.

Ratings. Moody's has rated the City's general obligation bonds A3. S&P
has rated such bonds A-. Fitch IBCA, Inc. has rated such bonds A-. Such ratings
reflect only the views of these rating agencies, from which an explanation of
the significance of such ratings may be obtained. There is no assurance that
such ratings will continue for any given period of time or that they will not
be revised downward or withdrawn entirely. Any such downward revision or
withdrawal could have an adverse effect on the market prices of bonds. On July
16, 1998, S&P revised its rating of City bonds upward to A-. Moody's rating of
City bonds was revised in February 1998 to A3 from Baa1. Moody's, S&P and Fitch
currently rate the City's outstanding general obligation bonds A3, A- and A-,
respectively.

Outstanding Net Indebtedness. As of September 30, 1998, the City and
the Municipal Assistance Corporation for the City of New York had,
respectively, $26.391 billion and $3.141 billion of outstanding net long-term
debt.

Litigation. The City is a defendant in lawsuits pertaining to material
matters, including claims asserted which are incidental to performing routine
governmental and other functions. This litigation includes, but is not limited
to actions commenced and claims asserted against the City arising out of
alleged torts, alleged breaches of contracts, alleged violations of law and
condemnation procedures. As of June 30, 1998 and 1997, claims in excess of $472
billion and $530 billion, respectively, were outstanding against the City for
which the City estimates its potential future liability to be $3.5 billion for
both fiscal years 1998 and 1997.

Year 2000 (New York City). The year 2000 presents potential
operational problems for computerized data files and computer programs which
may recognize the year 2000 as the year 1900, resulting in possible system
failures or miscalculations. In November 1996, the City's Year 2000 Project
Office was established to develop a project methodology, coordinate the efforts
of City agencies, review plans and oversee implementation of year 2000
projects. At that time, the City also evaluated the capabilities of the City's
Integrated Financial Management System and Capital Projects Information System,
which are the City's central accounting, budgeting and payroll systems,
identified the potential impact of the year 2000 on these systems, and
developed a plan to replace these systems with a new system which is expected
to be year 2000 compliant prior to December 31, 1999. The City has also
performed an assessment of its other mission-critical and high priority
computer systems in connection with making them year 2000 complaint, and the
City's agencies have developed and begun to implement both strategic and
operational plans for non-compliant applications systems. In addition, the City
Comptroller is conducting audits of the progress of City agencies in achieving
year 2000 compliance. The Financial Plan includes $148 million, and the City's
capital budget includes $150 million for the 1999 through 2002 fiscal years for
the year 2000

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project. While these efforts may involve additional costs beyond those
assumed in the Financial Plan, the City believes, based on currently
available information, that such additional costs will not be material.

The City's goal is to complete remediation or replacement of all
mission-critical and high priority systems before or during the 1999 calendar
year in sufficient time for testing to be completed by the end of the 1999
calendar year. Review of system requirements, and procurement of necessary
replacements or enhanced systems, have been ongoing for several years. The
Mayor's Office of Operations has stated that work has been completed, and all
or part of the necessary testing has been performed, on approximately 49% of
the mission-critical and high priority systems of Mayoral agencies. Problems
may be identified during the remediation process that could result in delays,
the City's computer systems may not all be year 2000 compliant in a timely
manner and there could be an adverse impact on City operations or revenues as a
result. The City is in the process of developing contingency plans for all
mission-critical and high priority systems of Mayoral agencies, if such systems
are not year 2000 compliant by predetermined dates. The City is also in the
process of contacting its significant third party vendors, including State and
Federal Governments, regarding the year 2000 issue and the status of their
compliance,. Year 2000 compliance by third parties is not within the City's
control, and therefore the City cannot assure the timing of such efforts or
that there will not be any adverse effects on the City resulting from any
failure of these third parties to achieve year 2000 compliance.

The foregoing represents a "year 2000 readiness disclosure" for
purposes of the Year 2000 Information and Readiness Disclosure Act.

New York State. Recent Developments. The national economy has
maintained a robust rate of growth, with over 16.5 million jobs added
nationally since early 1992. The State economy has continued to expand, but
growth remains some what slower than in the nation. Although the State has
added approximately 400,000 jobs since late 1992, employment growth in the
State has been hindered during recent years by significant cutbacks in the
computer and instrument manufacturing, utility, defense and banking industries.
Government downsizing has also moderated these job gains. The forecast of the
State's economy shows continued expansion during the 1998 calendar year, with
employment growth gradually slowing as the year progresses. The financial and
business service sectors are expected to do well while employment in the
manufacturing and government sectors will post only small, if any, declines. On
an average annual basis, employment growth in the State is expected to be
higher than in 1997 and the unemployment rate is expected to drop further to
6.1%. Personal income is expected to record moderate gains in 1998. Wage growth
in 1998 is expected to be slower than in the previous year as the recent robust
growth in bonus payments moderates.

The forecast for continued growth, and any resultant impact on the
1997-1998 New York State Financial Plan (the "State Plan"), contains some
uncertainties. Stronger-than-expected gains in employment and wages could lead
to surprisingly strong growth in consumer spending. Investments could also
remain robust. Conversely, net exports could plunge even more sharply

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than expected, with adverse impacts on the growth of both consumer spending and
investment. The inflation rate may differ significantly from expectations due
to the upward pressure of a tight labor market and the downward pressure of
price reductions emanating from the economic weakness in Asia. In addition, the
State economic forecast could over-or-under-estimate the level of future bonus
payments or inflation growth, resulting in forecasted average wage growth that
could differ significantly from actual growth. Similarly, the State forecast
could fail to correctly account for declines in banking employment and the
direction of employment change that is likely to accompany telecommunications
and energy deregulation.

The 1998-99 Fiscal Year. The State General Fund (the major operating
fund of the State) was projected in the State Plan to be balanced on a cash
basis for the 1998-1999 fiscal year. Total receipts and transfers from other
funds are projected to reach $37.84 billion, an increase of over $3 billion
from the prior fiscal year, and disbursements and transfers to other funds are
projected to be $36.78 billion, an increase of $2.43 billion from the total
disbursed in the prior fiscal year.

Projections of total State receipts in the State Plan are based on the
State structure in effect during the fiscal year and on assumptions relating to
basic economic factors and their historical relationships to State tax
receipts. In preparing projections of State receipts, economic forecasts
relating to personal income, wages, consumption, profits and employment have
been particularly important. The projection of receipts from most tax or
revenue sources is generally made by estimating the change in yield of such tax
or revenue source caused by economic and other factors, rather than by
estimating the total yield of such tax or revenue source from its estimated tax
base. The forecasting methodology, however, ensures that State fiscal year
collection estimate for taxes that are based on a computation of annual
liability, such as the business and personal income taxes, are consistent with
estimates of total liability under such taxes.

In recent years, State actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy and
actions of the federal government have helped to create projected structural
budget gaps for the State. These gaps result from a significant disparity
between recurring revenues and the costs or of maintaining or increasing the
level of support for State programs. To address a potential imbalance in any
given fiscal year, the State would be required to take actions to increase
receipts and/or reduce disbursements as it enacts the budget each year, and
under the State Constitution, the Governor is required to propose a balanced
budget each year. There can be no assurance, however, that the Legislature will
enact the Governor's proposals or that the State's actions will be sufficient
to preserve budgetary balance in a given fiscal year or to align recurring
receipts and disbursements in future fiscal years.

New York Local Government Assistance Corporation. In 1990, as part of
a State fiscal program, legislation was enacted creating the New York Loan
Government Assistance Corporation ("LGAC"), a public benefit corporation
empowered to issue long-term obligations to fund certain payments to local
governments traditionally funded through the State's annual seasonal borrowing.
The legislation empowered LGAC to issue bonds and notes in an amount

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not in excess of $4.7 billion (exclusive of certain refunding bonds). Over a
period of years, the issuance of those long-term obligations, which will be
amortized over no more than 30 years, is expected to result in eliminating the
need for continuing short-term seasoning borrowing. The legislation also
dedicated revenues equal to one-quarter of the four cent State sales and use
tax to pay debt service on these bonds. The legislation also imposed a cap on
the annual seasonal borrowing of the State at $4.7 billion, less net proceeds
of bonds issued by LGAC and bonds issued to provide for capitalized interest,
except in cases where the Governor and the legislative leaders have certified
both the need for additional borrowing and provided a schedule for reducing it
to the cap. If borrowing above the cap is thus permitted in any fiscal year, it
is required by law to be reduced to the cap by the fourth fiscal year after the
limit was first exceeded. This provision capping the seasonal borrowing was
included as a covenant with LGAC's bondholders in the resolution authorizing
such bonds.

As of June 1995, LGAC had issued bonds and notes to provide net
proceeds of $4.7 billion completing the program. The impact of LGAC's
borrowings, as well as other changes in revenue and spending patterns, is that
the State has been able to meet its cash flow needs throughout the fiscal year
without relying on short-term seasonal borrowings.

Composition of State Cash Governmental Funds Group. Substantially all
State non-pension financial operations are accounted for in the State's
governmental funds group. Governmental funds include: (i) the General Fund,
which receives all income not required by law to be deposited in another fund;
(ii) Special Revenue Funds, which receives the preponderance of moneys received
by the State from the Federal government and other income the use of which is
legally restricted to certain purposes; (iii) Capital Projects Funds, used to
finance the acquisition and construction of major capital facilities by the
State and to aid in certain of such projects conducted by local governments or
public authorities; and (iv) Debt Service Funds, which are used for the
accumulation of moneys for the payment of principal of and interest of
long-term debt and to meet lease-purchase and other contractual-obligation
commitments.

Authorities. The fiscal stability of the State is related to the
fiscal stability of its public Authorities. Authorities have various
responsibilities, including those which finance, construct and/or operate
revenue-producing public facilities. Authorities are not subject to the
constitutional restrictions on the incurrence of debt which apply to the State
itself, and may issue bonds and notes within the amounts and restrictions set
forth in their legislative authorization. As of December 31, 1998, there were
17 Authorities that had outstanding debt of $100 million or more and the
aggregate outstanding debt, including refunding bonds, of all Authorities was
$84 billion, only a portion of which constitutes State-supported or
State-related debt.

Authorities are generally supported by revenues generated by the
projects financed or operated, such as tolls charged for use of highways,
bridges or tunnels, changes for electric power, electric and gas utility
services, rentals charged for housing units and charges for occupancy at
medical care facilities. In addition, State legislation authorizes several
financing techniques for Authorities. Also, there are statutory arrangements
providing for State local assistance payments otherwise payable to localities
to be made under certain circumstances to

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<PAGE>

Authorities. Although the State has no obligation to provide additional
assistance to localities whose local assistance payments have been paid to
Authorities under these arrangements, if local assistance payments are diverted
the affected localities could seek additional State assistance. Some
Authorities also receive moneys from State appropriations to pay for the
operating costs of certain of their programs.

Ratings. S&P rates the State's general obligation bonds A, Moody's
rates the State's general obligation bonds A2. Ratings reflect only the
respective views of such organizations, and an explanation of the significance
of such ratings must be obtained from the rating agency furnishing the same.
There is no assurance that a particular rating will continue for any given
period of time or that any such rating will not be revised downward or
withdrawn entirely if, in the judgment of the agency originally establishing
the rating, circumstances so warrant. A downward revision or withdrawal of such
ratings, or either of them, may have an effect on the market price of the State
Municipal Obligations in which the Portfolio invests.

General Obligation Debt. As of March 31, 1998, the State had
outstanding approximately $5.03 billion in general obligation bonds, including
$294 million in bond anticipation notes outstanding. Principal and interest due
on general obligation bonds and interest due on bond anticipation notes were
$794.6 million for the 1998-1999 fiscal year and are estimated to be $695
million for the State's 1999-2000 fiscal year.

Litigation. The State is a defendant in numerous legal proceedings
pertaining to matters incidental to the performance of routine governmental
operations. Such litigation includes, but is not limited to, claims asserted
against the State arising from alleged torts, alleged breaches of contracts,
condemnation proceedings and other alleged violations of State and Federal
laws. These proceedings could affect adversely the financial condition of the
State in the 1998-1999 fiscal year or thereafter.

The State believes that the State Plan includes sufficient reserves
for the payment of judgments that may be required during the 1998-1999 fiscal
year. There can be no assurance, however, that an adverse decision in any of
these proceedings would not exceed the amount of all potential State Plan
reserves available for the payment of judgments and, therefore, could affect
the ability of the State to maintain a balanced 1998-1999 /state Plan. The
General Purpose Financial Statements for the 1997-1998 fiscal year report
estimated probable awarded and anticipated unfavorable judgments of $847
million, of which $90 million is expected to be paid during the 1998-1999
fiscal year.

In addition, the State is party to other claims and litigations which
its legal counsel has advised are not probable of adverse court decisions or
are not deemed adverse and material. Although the amounts of potential losses
if any, are not presently determinable, it is the State's opinion that its
ultimate liability in these cases is not expected to have a material adverse
effect on the State's financial position in the 1998-1999 fiscal year or
thereafter.

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Other Localities. Certain localities in addition to the City could
have financial problems leading to requests for additional State assistance
during the State's current fiscal year and thereafter. The potential impact on
the State of such actions by localities is not included in the projections of
the State receipts and disbursements in the State's 1998-99 fiscal year.

Year 2000 (New York State). New York State is currently addressing
"Year 2000" data processing compliance issues. The Year 2000 compliance issue
("Y2K") arises because most computer software programs allocate two digits to
the data field for "year" on the assumption that the first two digits will be
"19". Such programs will thus interpret the year 2000 as the year 1900 absent
reprogramming. Y2K could impact both the ability to enter data into computer
programs and the ability of such programs to correctly process data.

In 1996, the State created the Office for Technology (OFT) to help
address statewide technology issues, including the Year 2000 issue. OFT has
estimated that investments of at least $140 million will be required to bring
approximately 350 State mission-critical and high-priority computer systems not
otherwise scheduled for replacement into Year 2000 compliance, and the State is
planning to spend $100 million in the 1998-1999 fiscal year for this purpose.
Mission-critical computer applications are those which impact the health,
safety and welfare of the State and its citizens, and for which failure to be
in Y2K compliance could have a material and adverse impact upon State
operations . High-priority computer applications are those that are critical
for a State agency to fulfill its mission and deliver services, but for which
there are manual alternatives. Work has been completed on roughly 20 percent of
these systems. All remaining unfinished mission-critical and high-priority
systems have at least 40 percent or more of the work completed. Contingency
planning is underway for those systems which may be non-compliant prior to
failure dates. The enacted budget also continues funding for major systems
scheduled for replacement, including the State payroll, civil service, tax and
finance and welfare management systems, for which Year 2000 compliance is
included as a part of the project.

OFT is monitoring compliance on a quarterly basis and is providing
assistance and assigning resources to accelerate compliance for mission
critical systems, with most compliance testing expected to be completed by
mid-1999. There can be no guarantee, however, that there will not be an adverse
impact upon State operations or State finances as a result.

SPECIAL CONSIDERATIONS REGARDING
CALIFORNIA MUNICIPAL OBLIGATIONS

The following describes certain risks with respect to municipal
obligations of California issuers in which the California Municipal Portfolio
may invest. This summarized information is based on information drawn from
official statements and prospectuses relating to securities offerings of the
State of California and other public documents available as of the date of this
Statement of Additional Information. No representation is made as to the
accuracy of such information.

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The Portfolio will be affected by any political, economic or regulatory
developments affecting the ability of California issuers to pay interest or
repay principal. Provisions of the California Constitution and State statutes
which limit the taxing and spending authority of California governmental
entities may impair the ability of California issuers to maintain debt service
on their obligations. Future California political and economic developments,
constitutional amendments, legislative measures, executive orders,
administrative regulations, litigation and voter initiatives could have an
adverse effect on the debt obligations of California issuers.

Certain debt obligations held by the Portfolio may be obligations of
issuers which rely in whole or in substantial part on California state revenues
for the continuance of their operations and payment of their obligations.
Whether and to what extent the California Legislature will continue to
appropriate a portion of the State's General Fund to counties, cities and their
various entities, is not entirely certain. To the extent local entities do not
receive money from the State to pay for their operations and services, their
ability to pay debt service on obligations held by the Portfolio may be
impaired.

In 1978, Proposition 13, an amendment to the California Constitution,
was approved, limiting real property valuation for property tax purposes and
the power of local governments to increase real property tax revenues and
revenues from other sources. Legislation adopted after Proposition 13 provided
for assistance to local governments, including the redistribution of the
then-existing surplus in the General Fund, reallocation of revenues to local
governments, and assumptions by the State of certain local government
obligations. However, more recent legislation reduced such state assistance.
There can be no assurance that any particular level of State aid to local
governments will be maintained in future years. In Nordinger v. Hahn, the
United State Supreme Court upheld certain provisions of Proposition 13 against
claims that it violated the equal protection clause of the Constitution.

In 1979, an amendment was passed adding Article XIIIB to the State
Constitution. As amended in 1990, Article XIIIB imposes an "appropriations
limit" on the spending authority of the State and local government entities. In
general, the appropriations limit is based on certain 1978-1979 expenditures,
adjusted annually to reflect changes in the cost of living, population and
certain services provided by State and local government entities.
"Appropriations limit" does not include appropriations for qualified capital
outlay projects, certain increases in transportation-related taxes, and certain
emergency appropriations.

If a government entity raises revenues beyond its "appropriations
limit" in any year, a portion of the excess which cannot be appropriated within
the following year's limit must be returned to the entity's taxpayers within
two subsequent fiscal years, generally by a tax credit, refund or temporary
suspension of tax rates or fee schedules. "Debt service" is excluded from these
limitations, and is defined as appropriations required to pay the cost of
interest and redemption charges, including the funding of any reserve or
sinking fund required in connection therewith, on indebtedness existing or
legally authorized as of January 1, 1979 or on bonded indebtedness thereafter
approved [by the voters]." In addition, Article XIIIB requires the State
Legislature to establish a prudent State reserve, and to require the transfer
of 50% of excess revenue to the State School Fund; any amount allocated to the
State School Fund will increase the appropriations limit.

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In June 1982, the voters of California passed two initiative measures
to repeal the California gift and inheritance tax laws and to enact, in lieu
thereof, California death taxes. California voters also passed an initiative
measure to increase, for taxable years commencing on or after January 1, 1982,
the amount to account for the effects of inflation. Decreases in State and
local revenues in future fiscal years as a consequence of these initiatives may
result in reductions in allocations of state revenues to California issuers or
in the ability of California issuers to pay their obligations.

In 1986, California voters approved an initiative statute known as
Proposition 62. This initiative (i) requires that any tax for general
governmental purposes imposed by local governments be approved by resolution or
ordinance adopted by a two-thirds vote of the governmental entity's legislative
body and by a majority vote of the electorate of the governmental entity, (ii)
requires that any special tax (defined as tax levied for other than general
governmental purposes) imposed by a local governmental entity be approved by a
two-thirds vote of the voters within that jurisdiction, (iii) restricts the use
of revenues from a special tax to the purposes or for the service for which the
special tax was imposed, (iv) prohibits the imposition of ad valorem taxes on
real property by local governmental entities except as permitted by the
Proposition 13 amendment, (v) prohibits the imposition of transaction taxes and
sales taxes on the sale of real property by local governments, (vi) requires
that any tax imposed by a local government on or after August 1, 1985, be
ratified by a majority vote of the electorate within two years of the adoption
of the initiative or be terminated by November 15, 1989, (vii) requires that,
in the event a local government fails to comply with the provisions of this
measure, a reduction of the amount of property tax revenue allocated to such
local government occurs in an amount equal to the revenues received by such
entity attributable to the tax levied in violation of the initiative, and
(viii) permits these provisions to be amended exclusively by the voters of the
State of California.

In September 1995, the California Supreme Court upheld the
constitutionality of Proposition 62, creating uncertainty as to the legality of
certain local taxes enacted by non-charter cities in California without voter
approval. It is not possible to predict the impact of the decision.

In November 1996, California voters approved Proposition 218. The
initiative applied the provisions of Proposition 62 to all entities, including
charter cities. It requires that all taxes for general purposes obtain a simple
majority popular vote and that taxes for special purposes obtain a two-thirds
majority vote. Prior to the effectiveness of Proposition 218, charter cities
could levy certain taxes such as transient occupancy taxes and utility user's
taxes without a popular vote. Proposition 218 will also limit the authority of
local governments to impose property-related assessments, fees and charges,
requiring that such assessments be limited to the special benefit conferred and
prohibiting their use for general government services. Proposition 218 also
allows voters to use their initiative power to reduce or repeal
previously-authorized taxes, assessments, fees and charges.

In 1988, State voters approved Proposition 87, which amended Article
XVI of the State Constitution to authorize the State Legislature to prohibit
redevelopment agencies from receiving any property tax revenues raised by
increased property taxes or repay bonded indebtedness of local government which
is not approved by voters on or before January 1, 1989. It is not possible to
predict

19
<PAGE>

whether the State Legislature will enact such a prohibition, not is it
possible to predict the impact of Proposition 87 on redevelopment agencies and
their ability to make payments on outstanding debt obligations.

In November 1988, California voters approved Proposition 98. This
initiative requires that revenues in excess of amounts permitted to be spent
and which would otherwise be returned by revision of tax rates or fee schedule,
be transferred and allocated (up to a maximum of 40%) to the State School Fund
and be expended solely for purposes of instructional improvement and
accountability. No such transfer or allocation of funds will be required if
certain designated state officials determine that annual student expenditures
and class size meet certain criteria as set forth in Proposition 98. Any funds
allocated to the State School Fund shall cause the appropriation limits to be
annually increased for any such allocation made in the prior year. Proposition
98 also requires the State of California to provide a minimum level of funding
for public schools and community colleges. The initiative permits the enactment
of legislation, by a two-thirds vote, to suspend the minimum funding
requirements for one year.

Certain tax-exempt securities in which the Portfolio may invest may be
obligations payable solely from the revenues of specific institutions, or may
be secured by specific properties, which are subject to provisions of
California law which could adversely affect the holders of such obligations.
For example, the revenues of California health care institutions may be subject
to state laws, and California law limits the remedies of a creditor secured by
a mortgage or deed of trust on real property.

California is the most populous state in the nation with a total
population estimated at 32.9 million. The State now comprises 12.3% of the
nation's population and 12.5% of its total personal income. Its economy is
broad and diversified with major concentrations in high technology research and
manufacturing, aerospace and defense-related manufacturing, trade,
entertainment, real estate, and financial services. After experiencing strong
growth throughout much of the 1980's, from 1990-1993 the State suffered through
a severe recession, the worst since the 1930's, heavily influenced by large
cutbacks in defense/aerospace industries and military base closures and a major
drop in real estate construction. California's economy has been recovering and
growing steadily stronger since the start of 1994 , to the point where the
State's economic growth is outpacing the rest of the nation. The unemployment
rate, while still higher than the national average, fell to an average of 5.9%
in 1998, compared to over 10% at the worst of the recession. California's
economic recovery from the recession is continuing at a strong pace. Recent
economic reports indicate that, while the rate of economic growth in California
is expected to moderate over the next year, the increases in employment and
income may exceed those of the nation as a whole. The unsettled financial
situation occurring in certain Asian economies, and its spillover effect
elsewhere, may adversely affect the State's export-related industries and,
therefore the State's rate of economic growth.

The Governor signed the 1998-1999 Budget Act on August 21, 1998. The
1998-1999 Budget Act is based on projected General Fund revenues and transfers
of $57.0 billion (after giving effect to various tax reductions enacted in 1997
and 1998), a 4.2% increase from the revised 1997-1998 figures. Special Fund
revenues were estimated at $14.3 billion. The revenue projections were based on
the Governor's May Revision to the 1998-1999 Budget and may be overstated in
light of the possible

20
<PAGE>

effect on California's economic growth of worsening economic problems in
various international markets.

The Budget Act provides authority for expenditures of $57.3 billion
from the General Fund (a 7.3% increase from 1997-1998), $14.7 billion from
Special Funds, and $3.4 billion from bond funds. The Budget Act projects a
balance in the SFEU at June 30, 1999 of $1.255 billion, a little more than 2%
of General Fund revenues. The Budget Act assumes the State will carry out its
normal intra-year cash flow borrowing in the amount of $1.7 billion of revenue
anticipation notes issued in October, 1998.

The most significant feature of the 1998-1999 budget was agreement on
a total of $1.4 billion of tax cuts. The central element is a bill which
provides for a phased-in reduction of the Vehicle License Fee (VLF). Since the
VLF is currently transferred to cities and counties, the bill provides for the
General Fund to replace the lost revenues. Starting on January 1, 1999, the VLF
will be reduced by 25%, at a cost to the General Fund of approximately $500
million in the 1998-1999 Fiscal Year and about $1 billion annually thereafter.

The Governor's proposed budget for fiscal year 1999-2000 proposes
total State spending of $76.2 billion (excluding the expenditure of federal
funds and selected bond funds), which is up 4.1% from the 1998-1999 budget.
This total includes $60.5 billion in General Fund spending (a 3.8% increase)
and $15.7 billion in special funds spending. The Governor's proposed budget
anticipates a $415 million reserve by the close of the fiscal year. The
proposed budget addresses an anticipated funding shortfall of $2.3 billion
(which includes funds to rebuild the reserve) through a combination of new
state and federal resources, the rescheduling of certain expenditures, under
budgeting certain expenditures, spending cutbacks, and savings assumptions.

As of November 1, 1998, the State had over $18.6 billion aggregate
amount of its general obligation bonds outstanding. General obligation bond
authorizations in an aggregate amount of approximately $5.7 billion remained
unissued as of November 1, 1998. At the November 3, 1998 election voters
approved a bond measure totaling $9.2 billion for public school construction
and renovation, and for higher education facilities. The State also builds and
acquires capital facilities through the use of lease purchase borrowing. As of
November 1, 1998, the State had approximately $6.5 billion of outstanding
Lease-Purchase Debt.

In addition to the general obligation bonds, State agencies and
authorities had approximately $24.6 billion aggregate principal amount of
revenue bonds and notes outstanding as of September 30, 1998. Revenue bonds
represent both obligations payable from State revenue-producing enterprises and
projects, which are not payable from the General Fund, and conduit obligations
payable only from revenues paid by private users of facilities financed by such
revenue bonds. Such enterprises and projects include transportation projects,
various public works and exposition projects, educational facilities (including
the California State University and University of California systems), housing
health facilities, and pollution control facilities.

21
<PAGE>

Because of the State of California's budget problems, the State's
General Obligation bonds were downgraded in July 1994 to A1 from Aa by Moody's,
to A from A+ by S&P, and to A from AA by Fitch. Moody's, Fitch and S&P
expressed uncertainty in the State's ability to balance its budget by 1996.
However, in 1996, citing California's improving economy and budget situation,
both Fitch and S&P raised their ratings from A to A+. In October, 1997, Fitch
raised its rating from A+ to AA- referring to the State's fundamental
strengths, the extent of its economic recovery and the return of financial
stability. In October 1998, Moody's raised its rating from A1 to Aa3 citing the
State's continuing economic recovery and a number of actions taken to improve
the State's credit condition, including the rebuilding of cash and budget
reserves.

The State is a party to numerous legal proceedings, many of which
normally occur in governmental operations and which, if decided against the
State, might require the State to make significant future expenditures or
impair future revenue sources.

Year 2000. In October 1997 the Governor issued Executive Order
W-163-97 stating that Year 2000 solutions would be a State priority and
requiring each agency of the State, no later than December 31, 1998, to address
Year 2000 problems in their essential systems and protect those systems from
corruption by non-compliant systems, in accordance with the Department of
Information Technology's California 2000 Program. There can be no assurance
that steps being taken by state or local government agencies with respect to
the Year 2000 problem will be sufficient to avoid any adverse impact upon the
budgets or operations of those agencies.

On December 6, 1994, Orange County, California, became the largest
municipality in the United States to file for protection under the Federal
bankruptcy laws. The filing stemmed from approximately $1.7 billion in losses
suffered by the County's investment pool due to investments in high risk
"derivative" securities. On June 12, 1996, it emerged from bankruptcy after the
successful sale of $880 million in municipal bonds allowed the county to pay
off the last of its creditors. On January 7, 1997, Orange County returned to
the municipal bond market with a $136 million bond issue maturing in 13 years
at an insured yield of 7.23%. In December, 1997, Moody's raised its ratings on
$325 million of Orange County pension obligation bonds to Baa3 from Ba. In
February 1998, Fitch assigned outstanding Orange County pension obligation
bonds a BBB rating.

Los Angeles County, the nation's largest county, has also experienced
financial difficulty. In August 1995 the credit rating of the county's
long-term bonds was downgraded for the third time since 1992 as a result of,
and among other things, severe operating deficits for the county's health care
system. In addition, the county was affected by an ongoing loss of revenue
caused by state property tax shift initiatives in 1993 through 1995. In April
1998, the Los Angeles County Chief Administrative Officer proposed an
approximately $13.2 billion 1998-1999 budget, which would be 5.4% larger than
the 1997-1998 budget, reserving the right to make further changes to reflect
revenue allocation decisions in the final State budget. In December 1998,
Moody's raised the ratings on the County's general obligation bonds to A1 from
A2. The City of Los Angeles is the largest city in the county and its general
obligation bonds are rated AA by S&P and Aa by Moody's.

22
<PAGE>

The effect of these various constitutional and statutory amendments
and budget developments upon the ability of California issuers to pay interest
and principal on their obligations remains unclear and in any event may depend
upon whether a particular California tax-exempt security is a general or
limited obligation bond and on the type of security provided for the bond. It
is possible that other measures affecting the taxing or spending authority of
California or its political subsidiaries may be approved or enacted in the
future.

INVESTMENT RESTRICTIONS

The significant investment restrictions applicable to each Portfolio
are described in the applicable Prospectus for the Portfolio. The following are
also fundamental policies and, together with the restrictions and other
fundamental policies described for each Portfolio, cannot be changed without
the vote of a majority of the outstanding voting securities of that Portfolio,
as defined in the Investment Company Act of 1940 (the "Act"). Such a majority
is defined as the lesser of (a) 67% or more of the shares of a Portfolio
present at a meeting of shareholders of the Fund, if the holders of more than
50% of the outstanding shares of a Portfolio are present or represented by
proxy or (b) more than 50% of the outstanding shares of a Portfolio. For
purposes of the following restrictions and those contained in the Prospectus:
(i) all percentage limitations apply immediately after a purchase or initial
investment; and (ii) any subsequent change in any applicable percentage
resulting from market fluctuations or other changes in the amount of total
assets does not require elimination of any security from a Portfolio.

Under these additional restrictions, each Portfolio cannot: (a) invest
in commodities or commodity contracts; (b) purchase or sell real property
(including limited partnership interests); however, each Portfolio may purchase
securities of issuers which engage in real estate operations and securities
which are secured by real estate or interests therein; (c) purchase securities
on margin (except for such short-term loans as are necessary for the clearance
of purchases of portfolio securities) or make short sales of securities except
"against the box"; (d) underwrite securities of other companies except in so
far as the Fund may be deemed to be an underwriter under the Securities Act of
1933 in disposing of a security; (e) invest in securities of other investment
companies except in connection with merger, consolidation, reorganization or
acquisition of assets; (f) invest in interests, including leases, in oil, gas
or other mineral exploration or development; (g) invest in securities of any
issuer if, to the knowledge of the Advisor, any officer or director of the Fund
or any officer or director of the Advisor owns more than 1/2 of 1% of the
outstanding securities of such issuer, and such officers, directors who own
more than 1/2 of 1% own in the aggregate more than 5% of the outstanding
securities of such issuer; (h) pledge its assets or assign or otherwise
encumber its assets in excess of 15% of its total assets (taken at market value
at the time of pledging) and then only to secure borrowings effected within the
limitations set forth in the Prospectus. While such borrowings exceed 5% of any
Portfolio's net assets no further portfolio investments may be made. The Fund
is required under the Act to maintain continuous asset coverage of 300% with
respect to such borrowing; (i) invest for the purpose of exercising control or
management of another company; and (j) issue senior securities as defined in
the Act except insofar as the Portfolio may be deemed to have issued a senior
security by reason of: (1) entering into any repurchase agreement; or (2)
borrowing money in accordance with restrictions described above; (k) invest in
warrants. In addition, in order to comply with a state's securities laws,

23
<PAGE>

the Fund has agreed not to make loans to any person or individual except that
portfolio securities may be loaned within the limitations set forth in the
Prospectus.

DIRECTORS AND OFFICERS

The Fund is governed by a Board of Directors which is responsible for
protecting the interests of shareholders under Maryland law. The Directors meet
periodically throughout the year to oversee the Fund's activities, review the
performance and to review the actions of the Advisor.

The directors and officers of the Fund, and their principal
occupations during the past five years, are set forth below. Directors who are
"interested persons," as defined in the Act, are denoted by an asterisk. The
address of the interested Director and all officers of the Fund is One World
Financial Center, New York, New York 10281, except as noted. As of March 2,
1999, all of the directors and officers of the Fund as a group owned less than
1% of the outstanding shares of each Portfolio of the Fund.

Joseph M. La Motta, Chairman of the Board of Directors and President

Age: 66
Chairman Emeritus of Oppenheimer Capital, registered investment adviser;
Chairman of the Board and President of OCC Accumulation Trust, an open-end
investment company.

Paul Y. Clinton, Director
39 Blossom Avenue
Osterville, MA 02655

Age: 68

Principal of Clinton Management Associates, a financial and venture capital
consulting firm; formerly Director, External Affairs, Kravco Corporation, a
national real estate owner and property management corporation; formerly
President of Essex Management Corporation, a management consulting company;
Trustee of Capital Cash Management Trust, a money market fund and Director of
Narragansett Tax-Free Fund, a tax-exempt bond fund; Director of Oppenheimer
Quest Value Fund, Inc., Oppenheimer Quest Global Value Fund, Inc., Oppenheimer
Quest Capital Value Fund, Inc., Rochester Fund Municipals, Rochester Portfolio
Series Limited Term New York Municipals and Bond Fund Series, Oppenheimer
Convertible Securities Fund, Oppenheimer Mid Cap Fund, Trustee of OCC
Accumulation Trust and Oppenheimer Quest for Value Funds, each of which is an
open-end investment company; formerly a general partner of Capital Growth Fund,
a venture capital partnership; formerly a general partner of Essex Limited
Partnership, an investment partnership; formerly President of Geneve Corp., a
venture capital fund; formerly Chairman of Woodland Capital Corp., a small
business investment company; formerly Vice President of W.R. Grace & Co.

Thomas W. Courtney, C.F.A., Director
P.O. Box 8186
Naples, Florida 33941
Age: 65

24
<PAGE>

Principal of Courtney Associates, Inc., a venture capital business, former
General Partner of Trivest Venture Fund, a private venture capital fund; former
President of Federated Investment Counseling, Inc.; former President of Boston
Company Institutional Investors, Inc.; Trustee of Cash Assets Trust, a money
market fund; Director of Oppenheimer Quest Value Fund, Inc., Oppenheimer Quest
Capital Value Fund, Inc., Oppenheimer Quest Global Value Fund, Inc., Rochester
Fund Municipals, Rochester Portfolio Series Limited Term New York Municipals
and Bond Fund Series, Oppenheimer Mid Cap Fund, Oppenheimer Convertible
Securities Fund, Trustee of Oppenheimer Quest for Value Funds and OCC
Accumulation Trust, each of which is an open-end investment company; Trustee of
Hawaiian Tax-Free Trust and Tax-Free Trust of Arizona, tax-exempt bond funds;
Director of several privately owned corporations; and former Director of
Financial Analysts Federation.

Lacy B. Herrmann, Director
Suite 2300
380 Madison Avenue
New York, New York 10017
Age: 69
President and Chairman of the Board of Aquila Management Corporation (since
1984), the sponsoring organization and Administrator and/or Advisor or
Sub-Advisor to the following open-end investment companies, and Chairman of the
Board of Trustees and President of each: Churchill Cash Reserves Trust (since
1985), Short Term Asset Reserves (from 1984 to 1985), Pacific Capital Assets
Trust (1984), Pacific Capital U.S. Treasuries Cash Assets Trust (since 1988),
Pacific Capital Tax-Free Cash Assets Trust (since 1988), Prime Cash Fund (from
1982 to 1996), Oxford Cash Management Fund (1982-1988) and Trinity Liquid
Assets Trust (1982-1985), each of which is a money market fund, and of
Churchill Tax-Free Fund of Kentucky (since 1986), Tax-Free Fund of Colorado
(since 1986), Tax-Free Trust of Oregon (since 1985), Tax-Free Trust of Arizona
(since 1985), Tax-Free Fund for Utah (since 1992), Narragansett Insured Tax
Free Income Fund (since 1992), and Hawaiian Tax-Free Trust (since 1984), each
of which is a tax-free municipal bond fund; Vice President, Director,
Secretary, and formerly Treasurer of Aquila Distributors, Inc. (since 1981),
distributor of each of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust (CCMT), a money market fund (since
1981) and an Officer and Trustee/Director of its predecessors (since 1974);
President and Director of STCM Management Company, Inc., sponsor and
Sub-Advisor to CCMT; Director of Oppenheimer Quest Value Fund, Inc.,
Oppenheimer Quest Capital Value Fund, Inc., Oppenheimer Quest Global Value
Fund, Inc., Rochester Fund Municipals, Rochester Portfolio Series Limited Term
New York Municipals and Bond Fund Series, Oppenheimer Convertible Securities
Fund, Oppenheimer Mid Cap Fund, Trustee of Oppenheimer Quest for Value Funds,
and OCC Accumulation Trust, each of which is an open-end investment company.

George Loft, Director
51 Herrick Road
Sharon, Connecticut 06069

Age: 84

Private Investor; Director of Oppenheimer Quest Value Fund, Inc., Oppenheimer
Quest Capital Value Fund, Inc., Rochester Fund Municipals, Rochester Portfolio
Series Limited Term New York Municipals and Bond Fund Series, Oppenheimer
Convertible Securities Fund, Oppenheimer Quest

25
<PAGE>

Global Value Fund, Inc., Oppenheimer Mid Cap Fund, Trustee of OCC Accumulation
Trust, and Oppenheimer Quest for Value Funds, all of which are open-end
investment companies.

Everett Alcenat, Vice President
Age: 41
Senior Vice President of OCC Cash Management Services, a Division of
Oppenheimer Capital, since 1996 and Vice President from 1993 to 1996; Assistant
Vice President-Mutual Fund Operations at Pershing from 2/93 to 10/93 and prior
thereto, Assistant Vice President-Syndicate Operations at Prudential Securities
Inc.

Maria Camacho, Assistant Secretary
Age: 44
Vice President of Oppenheimer Capital since 1997. Assistant Vice President from
1994 to 1997 and Registrations Department Administrator with Oppenheimer
Capital since 1989.

Bernard H. Garil, Vice President
Age: 58
President of OpCap Advisors; Director of Oppenheimer Capital Trust Company;
Managing Director of Oppenheimer Capital since 1997; President of 225 Liberty
Advisers, L.P.; President of The Central European Value Fund, Inc. and
Municipal Advantage Fund Inc., closed-end investment companies.

John Giusio, Vice President
Age: 55
Vice President, Oppenheimer Capital; Vice President of OCC Accumulation Trust,
an open-end investment company; previously Vice President, Salomon Brothers.

Matthew Greenwald, Vice President & Portfolio Manager
Age: 44
Senior Vice President, Oppenheimer Capital since 1997; Vice President from 1992
to 1997 and Assistant Vice President from 1989-1992; Executive Vice President
of Municipal Advantage Fund Inc., a closed-end investment company.

Benjamin Gutstein, Vice President & Portfolio Manager
Age: 30
Assistant Vice President, Oppenheimer Capital since 1996; joined the firm in
1993; prior thereto, associate at Lehman Brothers.

Susan A. Murphy, Vice President
Age: 47
President of OCC Cash Management Services, a Division of Oppenheimer Capital,
since 1994; Senior Vice President of that division from 1989-1994; Managing
Director of Oppenheimer Capital since 1997; President and a Director of
Oppenheimer Capital Trust Company.

26
<PAGE>

Deborah Kaback, Secretary
Age: 47
Senior Vice President and Deputy General Counsel of Oppenheimer Capital;
Secretary of OCC Accumulation Trust, an open-end investment company and
Secretary of The Central European Value Fund, Inc. and Municipal Advantage Fund
Inc., closed-end investment companies.

Richard L. Peteka, Treasurer
Age: 37
Vice President of Oppenheimer Capital; Treasurer of OCC Accumulation Trust, an
open-end investment company and Treasurer of The Central European Value Fund,
Inc. and Municipal Advantage Fund Inc., closed-end investment companies.

Robert Brault, Assistant Treasurer
Age: 33
Vice President of Oppenheimer Capital since 1997; joined Oppenheimer Capital in
1989; Assistant Treasurer of OCC Accumulation Trust, an open-end investment
company and Assistant Treasurer of the Central European Value Fund, Inc. and
Municipal Advantage Fund, Inc., closed-end investment companies.

Remuneration of Officers and Directors. All officers of the Fund are officers
or employees of Oppenheimer Capital and receive no salary or fee from the Fund.
The following table sets forth the aggregate compensation paid by the Fund to
each of the Directors during its fiscal year ended November 30, 1998 and the
aggregate compensation paid to each of the Directors by all of the funds in the
Advisor's Fund Complex during each such fund's 1998 fiscal year.

Name of Director of Aggregate Pension or Total Compensation
the Fund Compensation from Retirement Benefits from the Fund and
the Fund Accrued as Part of the Fund Complex*
Fund Expenses
<S> <C> <C> <C>
Paul Clinton $35,500 0 $139,995
------- --------
Thomas Courtney 35,500 0 130,779
------- --------
Lacy Herrmann 35,500 0 143,653
------- --------
Joseph La Motta 0 0 0
-
George Loft 35,500 0 146,129
------- --------
</TABLE>

For the purpose of the chart above, "Fund Complex" includes the Fund, other
funds advised by the Advisor and the Oppenheimer Quest Funds for which the
Advisor serves as subadviser.

*Total compensation includes accrued retirement benefits and fees paid by the
Oppenheimer Quest Funds for which OpCap Advisors acts as subadviser. The
Oppenheimer Quest Funds are not affiliated with OpCap Advisors. The amount of
total compensation paid to the independent Directors by the Oppenheimer Quest
Funds was as follows: Mr. Clinton: $76,545 in fees and accrued retirement
benefits; Mr. Courtney: $67,329 in fees and accrued retirement benefits; Mr.
Herrmann: $80,203 in fees and accrued retirement benefits; and Mr. Loft:
$82,679 in fees and accrued retirement benefits.

27
<PAGE>

On October 19, 1998 the Fund adopted a retirement plan (to become
effective December 1, 1998) that provides for payment to a retired Director of
up to 80% of the average compensation paid during that Director's five years of
service in which the highest compensation was received. A Director must serve
in that capacity for the Fund or OCC Accumulation Trust for at least 15 years
to be eligible for the maximum payment. Because each Director's retirement
benefit will depend on the amount of the Director's future compensation and
length of service, the amount of those benefits cannot be determined as of this
time nor can the Fund estimate the number of years of credited service that
will be used to determine those benefits.

PRINCIPAL HOLDERS OF SECURITIES

As of March 2, 1999, the following persons owned of record or were known by the
Fund to own beneficially 5% of the outstanding shares of any Portfolio of the
Fund.
<TABLE>
<CAPTION>

Holder Portfolio Percentage

<S> <C> <C>
CIBC Oppenheimer Corp. Primary Portfolio 96.18%
Omnibus Account
for the benefit of clients
Oppenheimer Tower
World Financial Center
New York, NY 10281

CIBC Oppenheimer Corp. Government Portfolio 94.53%
Omnibus Account
for the benefit of clients
World Financial Center
New York, NY 10281

CIBC Oppenheimer Corp. General Municipal Portfolio 98.50%
Omnibus Account
for the benefit of clients
World Financial Center
New York, NY 10281

CIBC Oppenheimer Corp. New York Municipal Portfolio 86.80%
Omnibus Account
for the benefit of clients
World Financial Center
New York, NY 10281

CIBC Oppenheimer Corp. California Municipal Portfolio 99.90%
Omnibus Account
for the benefit of clients
Oppenheimer Tower
World Financial Center
New York, NY 10281

Oppenheimer Tower
World Financial Center
New York, NY 10281

</TABLE>

28
<PAGE>

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Investment Advisor. OpCap Advisors, the investment adviser to the Fund, is
a majority owned subsidiary of Oppenheimer Capital, a registered investment
adviser whose employees perform all investment advisory and management services
provided to the Fund by the Advisor. Oppenheimer Capital is an indirect wholly
owned subsidiary of PIMCO Advisors L.P. ("PIMCO Advisors"), a registered
investment adviser. The general partners of PIMCO Advisors are PIMCO Partners
G.P. and PIMCO Advisors Holdings L.P.. PIMCO Partners G.P. is a general
partnership between PIMCO Holding LLC, a Delaware limited liability company and
an indirect wholly-owned subsidiary of Pacific Life Insurance Company, and
PIMCO Partners LLC, a California limited liability company controlled by the
current Managing Directors and two former Managing Directors of Pacific
Investment Management. PIMCO Partners, G.P. is the sole general partner of
PIMCO Advisors Holdings L.P.

The Advisory Agreement. OpCap Advisors provides investment advisory and
management services to the Fund pursuant to an Advisory Agreement dated
November 5, 1997.

Under the Advisory Agreement, the Advisor is required to: (i)
regularly provide investment advice and recommendations to each Portfolio with
respect to its investments, investment policies and the purchase and sale of
securities; (ii) supervise continuously and determine the securities to be
purchased or sold by each Portfolio and the portion, if any, of each
Portfolio's assets to be held uninvested; and (iii) arrange for the purchase of
securities and other investments by each Portfolio and the sale of securities
and other investments held in each Portfolio's assets.

The Advisory Agreement also requires the Advisor to provide for the
business management for the Fund and its Portfolios, including (1) making
arrangements for accountants, counsel and other parties to perform services for
the Portfolios, (2) preparation and filing of reports required by federal
securities and "blue sky" laws, shareholder reports and proxy materials and (3)
arranging for and supervising the continuous distribution of each Portfolio and
the provision of continuous administrative services to Portfolio shareholders.

Expenses not expressly assumed by the Advisor under the Advisory
Agreement are paid by the Portfolios. These include fees to the Advisor,
custodian, transfer agent and shareholder servicing expenses, directors' fees
and expenses, legal and audit expenses, stock issuance costs, certain printing,
postage, federal and state registration costs, annual meeting costs, and
organizational and non-recurring expenses, including litigation.

The Fund may pay certain broker-dealers, including its former
affiliate CIBC Oppenheimer Corp. ("CIBC Oppenheimer") or other financial
intermediaries whose customers are Fund shareholders

29
<PAGE>

for performing shareholder servicing functions, such as opening new shareholder
accounts, processing purchase and redemption transactions and responding to
inquiries regarding the Portfolios' current yield and the status of shareholder
accounts. The Fund may pay for the electronic communications equipment
maintained at the broker-dealers' offices that permits access to the Fund's
computer files and, in addition, reimburses the broker-dealers at cost for
personnel expenses involved in providing these services. All such payments and
reimbursements must be approved in advance by the Fund's Board of Directors.
Currently, any such payments to CIBC Oppenheimer are capped at 2 basis points
of average daily net assets of CIBC Oppenheimer's customers. The following
amounts were paid or accrued to CIBC Oppenheimer as reimbursement for
shareholder services: for the fiscal year ended November 30, 1998 - $439,219;
$17,330; $31,265, $12,843 and $12,503; respectively; for the fiscal year ended
November 30, 1997 -- $372,639; $18,205, $25,734, $11,463 and $11,004,
respectively; and for the fiscal year ended November 30, 1996 -- $323,317,
$18,497, $24,536, $12,352 and $9,212, ^ respectively with respect to the
Primary, Government, General Municipal, California Municipal and New York
Municipal Portfolios.

The Fund also may pay certain broker-dealers including its former
affiliate CIBC Oppenheimer, for performing certain administrative services for
accounts in the Fund including providing beneficial owners with statements
showing their positions in the Fund, posting dividend payments to beneficial
owners' accounts, and providing shareholder information to enable the Fund to
mail prospectuses, annual and semi-annual reports to beneficial owners. Such
payments are limited to 5 basis points of average daily net assets of each
broker-dealer's customers. CIBC Oppenheimer also is paid a fee of $9.25 per
shareholder account for performing recordkeeping..

The Advisory Agreement provides that in absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder, the Advisor is not liable for any act or omission in
the course of, or in connection with, the rendition of services thereunder. The
Agreement permits the Advisor to act as investment adviser for any other
person, firm or corporation.

The Fund's advisory fee is at the annual rate of .50% on the first
$100 million of average daily net assets, .45% on the next $200 million of
average daily net assets, and .40% of average daily net assets in excess of
$300 million. The fee is accrued daily and paid monthly. Under the Advisory
Agreement, the Advisor guarantees that the total expenses of each Portfolio in
any fiscal year, exclusive of taxes, interest, and brokerage fees, shall not
exceed, and undertakes to pay or refund to the Portfolio any amount by which
such expenses do exceed, 1% (net of any expense offsets) of that Portfolio's
average annual net assets. For the fiscal year ended November 30, 1998, the
total advisory fee paid by the Primary Portfolio was $9,186,601; the total
advisory fee accrued or paid by the Government Portfolio was $471,925, of which
$1,581 was waived by the Advisor; the total advisory fee paid by the General
Municipal Portfolio was $777,022; the total advisory fee paid by the California
Municipal Portfolio was $321,580 and the total advisory fee paid by the New
York Municipal Portfolio was $381,464. For the fiscal year ended November 30,
1997, the total advisory fee paid by the Primary Portfolio was $7,907,076 and
the total fees accrued or paid by the Government, General Municipal, California
Municipal and New York Municipal Portfolios were $493,349, $656,681, $287,248
and $323,434, respectively, of which $7,876, $2,257, $31,822 and $954,
respectively was waived by the Advisor. For the fiscal year ended November 30,
1996, the total advisory fee paid by

30
<PAGE>

the Primary Portfolio was $6,981,092 and the total advisory fees accrued or
paid by the Government, General Municipal, California Municipal and New York
Municipal Portfolios were $520,106, $638,004, $309,904 and $313,061 of which
$258, $1,744, $71,394 and $7,866, respectively, was waived by the Advisor. ^

The Distribution Assistance Plan. The Fund has a Distribution Assistance and
Administrative Services Plan (the "Plan") with the Advisor. Under the Plan, the
Fund may be provided with distribution assistance and/or administrative
services through broker-dealers, banks and other depository institutions and
other financial intermediaries and administrative services. The fee payable by
the Fund's portfolios under the Plan is .25% of the average daily value of each
Portfolio's net assets. The services to be obtained are believed to be
permissible activities under present banking laws and regulations, and the
Directors of the Fund will take appropriate actions (which should not adversely
affect the Fund or its shareholders) in the future to maintain such legal
conformity should any changes in, or interpretations of, such laws or
regulations occur. In addition, state securities laws on this issue may differ
from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law. For the fiscal year ended November 30, 1998, the total fees accrued or
paid by the Primary, Government, General Municipal, California Municipal and
New York Municipal Portfolios under the Plan were $5,616,626, $236,677,
$403,901, $160,790 and $190,732, respectively. Although the Plan compensates
the Advisor regardless of its expense, the Advisor has spent more on
distribution expenses for the Fund that it has received in distribution fees
during each fiscal year that the Fund has been in operation.

It is estimated that the Advisor spent approximately the following
amounts with respect to the Primary, Government, General Municipal, California
Municipal and New York Municipal Portfolios for the fiscal year ended November
30, 1998:

Primary Government General California New York
Portfolio Portfolio Municipal Municipal Municipal
Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Sales Material and Advertising -0- -0- -0- -0- -0-
Printing and Mailing of -0- -0- -0- -0- -0-
Prospectuses to Other than
Current Shareholders
Compensation to Dealers $8,869,879 $372,755 $634,534 $274,058 $282,848
Compensation to Sales Personnel -0- -0- -0- -0- -0-
Other (1) -0- -0- -0- -0- -0-
</TABLE>

(1) Includes cost of telephone and overhead.

The Distribution Agreement. The Fund has entered into a Distribution Agreement
with OCC Distributors (the "Distributor"), an affiliated broker-dealer of the
Advisor. Under the Distribution Agreement, the Distributor acts as the Fund's
agent (underwriter) in the continuous public offering of its shares. Also under
the Agreement, the Fund makes no payment to the Distributor or any other

31
<PAGE>

party and expenses normally attributable to sales, other than those paid by the
Advisor, are borne by the Distributor.

Portfolio Transactions. Portfolio decisions are based on the judgment and
actions of the Advisor. As most, if not all, purchases made by the Fund are
principal transactions at net prices, the Fund pays little brokerage
commission. Prices of portfolio securities purchased from underwriters of new
issues include a commission or concession paid by the issuer to the
underwriter, and prices of debt securities from dealers include a spread
between the bid and asked prices. The Advisor seeks to obtain prompt execution
of orders at the most favorable net price. Transactions may be directed to
dealers during the course of an underwriting in return for their execution and
research services, which are intangible and on which no dollar value can be
placed. There is no formula for such allocation. The research information may
or may not be useful to one or more of the Portfolios and/or other accounts of
the Advisor; information received in connection with directed orders of other
accounts managed by the Advisor or its affiliates may or may not be useful to
one or more of the Portfolios. Such information may be in written or oral form
and includes information on particular companies and industries as well as
market, economic or institutional activity areas. It serves to broaden the
scope and supplement the activities of the Advisor, to make available
additional views for consideration and comparison, to enable the Advisor to
obtain market information for the valuation of securities held in a Portfolio's
assets.

The Advisor currently serves as investment manager to a number of
clients, including other investment companies, and in the future may act as
investment manager or adviser to others. It is the practice of the Advisor to
cause purchase or sale transactions to be allocated among the Portfolios and
others whose assets it manages in such manner as it deems equitable. In making
such allocations among the Portfolios and other client accounts, the main
factors considered are the respective investment objectives, the relative size
of portfolio holdings of the same or comparable securities, the availability of
cash for investment, the size of investment commitments generally held and the
opinions of the persons responsible for managing the portfolios of each
Portfolio and other client accounts.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined each day
the New York Stock Exchange (the "Exchange") is open, as of 4:00 p.m., New York
time that day by dividing the value of a Portfolio's net assets by the number
of its shares outstanding.

The Portfolios operate under a rule (the "Rule") of the Securities and
Exchange Commission under the Act which permits them to value their portfolios
on the basis of amortized cost. The amortized cost method of valuation is
accomplished by valuing a security at its cost adjusted by straight-line
amortizating to maturity any discount with respect to the Primary and
Government Portfolios or premium with respect to all Portfolios, regardless of
the impact of fluctuating interest rates on the market value of the security.
The method does not take into account unrealized gains or losses.

32
<PAGE>

There may be periods during which the value, as determined by
amortized cost, may be higher or lower than the price a Portfolio would receive
if it sold its securities on a particular day. During periods of declining
interest rates, the daily yield on a Portfolio's shares may tend to be higher
(and net investment income and daily dividends lower) than under a like
computation made by a fund with identical investments which utilizes a method
of valuation based upon market prices. The converse would apply in a period of
rising interest rates.

The Fund's Board of Directors has established procedures designed to
stabilize the Portfolios' price per share as computed for purpose of sales and
redemptions at $1.00. Under the Rule, such procedures must include review of
portfolio holdings by the Board of Directors at such intervals as it deems
appropriate, and at such intervals as are reasonable in light of current market
conditions, to determine whether the Portfolios' net asset value calculated by
using available market quotations deviates from the per share value based on
amortized cost. "Available market quotations" may include actual quotations,
estimates of market value reflecting current market conditions based on
quotations or estimates of market value for individual portfolio instruments or
values obtained from yield data relating to a directly comparable class of
securities published by reputable sources. Under the Rule, whenever the
deviation of the current net asset value per share based on available market
quotations from a Portfolio's amortized cost price per share reaches 1/2 of 1%,
the Board must promptly consider what action, if any, will be initiated.
However, the Board has adopted a policy under which it will be required to
consider what action to take whenever the deviation of the current net asset
value per share based on available market quotations from a Portfolio's
amortized cost price per share reaches .003. When the Board believes that the
extent of any deviation may result in material dilution or other unfair results
to potential investors or existing shareholders, it is to take such action as
it deems appropriate to eliminate or reduce to the extent reasonably
practicable such dilution or unfair results. Such actions could include the
sale of portfolio securities prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity, withholding dividends or
payment of distributions from capital or capital gains, redemptions of shares
in kind, or establishing a net asset value per share using available market
quotations.

A "business day," during which purchases and redemptions of Fund
shares can become effective and the transmittal of redemption proceeds can
occur, is considered for Fund purposes as any day the Exchange is open for
trading; however, on any such day that is an official bank holiday in
Massachusetts, neither purchases nor wired redemptions can become effective
because Federal Funds cannot be received or sent by State Street Bank & Trust
Company. On such days, therefore, the Fund can only accept redemption orders
for which shareholders desire remittance by check. The right of redemption may
be suspended or the date of a redemption payment postponed for any period
during which the Exchange is closed (other than customary weekend and holiday
closings), when trading in the markets which the Fund normally utilizes is
restricted, or an emergency (as determined by the Securities and Exchange
Commission) exists, or the Commission has ordered such a suspension for the
protection of shareholders. The New York Stock Exchange's most recent annual
announcement (which is subject to change) states that it will close on New
Year's Day, Martin Luther King Day, President's Day, Good Friday, Memorial Day,
July 4th, Labor Day, Thanksgiving and Christmas Day. It may also close on other
days. The value of a shareholder's investment at the time of redemption may

33
<PAGE>

be more or less than his cost, depending on the market value of the securities
held by the Fund at such time and the income earned.

CAPITAL STOCK
-------------

The Fund has authority to issue shares of capital stock classified as
"Common Stock." The shares of common stock are classified into five separate
series. The shares of each series are freely transferable and equal as to
earnings, assets and voting privileges with all other shares of that series.
There are no conversion preemptive or other subscription rights. Upon
liquidation of the Fund or any series, shareholders of a series are entitled to
share pro rata in the net assets of that series available for distribution to
shareholders after all debts and expenses have been paid. The shares do not
have cumulative voting rights.

TAXES

Each Portfolio intends to continue to qualify each year as a regulated
investment company under the Internal Revenue Code ("Code"). Provided that a
Portfolio (a) is a regulated investment company and (b) distributes at least
90% of its taxable net investment income (including, for this purpose, net
realized short-term capital gains) and 90% of its tax-exempt interest income
(reduced by certain expenses), the Portfolio will not be liable for Federal
income taxes to the extent that its taxable net investment income and its net
realized long-term and short-term capital gains are distributed to its
shareholders. Any net short-term and long-term capital gains realized by a
Portfolio will be distributed annually as described in the Prospectus.
Distributions of short-term capital gains are taxable as ordinary income,
however, distributions of long-term capital gains will be taxable to
shareholders as long-term capital gains, regardless of how long a shareholder
has held shares of the Portfolio, and will be designated as long-term capital
gain dividends in a written notice mailed by the Portfolio to shareholders
after the close of the Portfolio's taxable year. If a shareholder receives a
long-term capital gain dividend with respect to any share and if the share has
been held by the shareholder for six months or less, then any loss (to the
extent not disallowed pursuant to the other six-month rule described below
relating to exempt-interest dividends) on the sale or exchange of such share
will be treated as a long-term capital loss to the extent of the long-term
capital gain dividend. At November 30, 1998, accumulated net realized capital
loss carry forwards available as a reduction against future net realized
capital gains were: Primary--$656 which will expire in 2005. General--$51,461
of which $1,302 will expire in 1999, $13,801 will expire in 2000, $299 will
expire in 2001, $33,497 will expire in 2003, $1,853 will expire in 2005 and
$709 will expire in 2006. General had $29,512 in capital loss carryforwards
expire on November 30, 1998. Such amount has been reclassed to additional
paid-in capital to reflect General's federal tax cost basis of available
accumulated realized capital loss carryforwards. California--$31,447 of which
$730 will expire in 1999, $5,856 will expire in 2000, $1,137 will expire in
2001, $13,827 will expire 2003, $9,304 will expire in 2004 and $593 will expire
in 2005 and New York--$24,595 of which $3,198 will expire in 2000, $934 will
expire in 2001, $19,669 will expire in 2003 and $794 will expire in 2005.
Primary and Government utilized $449 and $263, respectively, of capital loss
carryforwards for the year ended November 30, 1998. To the extent that these
capital loss carryforwards are used to offset future net realized capital
gains, the gains offset will not be distributed to shareholders.

34
<PAGE>

The Municipal Portfolios are designed to provide investors with
current income which is excluded from gross income for Federal income tax
purposes and with respect to the New York Municipal and California Municipal
Portfolios, exempt from New York State and New York City personal income taxes
and from California personal income tax, respectively. Investment in the
Portfolios would not be suitable for tax-exempt institutions, qualified
retirement plans, H.R. 10 plans and individual retirement accounts since such
investors would not gain any additional tax benefit from the receipt of
tax-exempt income. Although each of the Municipal Portfolios expects to be
relieved of all or substantially all Federal and state income or franchise
taxes, depending upon the extent of its activities in states and localities in
which its offices are maintained, in which its agents or independent
contractors are located or in which it is otherwise deemed to be conducting
business, that portion of a Portfolio's income which is treated as earned in
any such state or locality could be subject to state and local tax. Any such
taxes paid by a Portfolio would reduce the amount of income and gains available
for distribution to shareholders.

Because the Municipal Portfolios will distribute exempt-interest
dividends, interest on indebtedness incurred by a shareholder to purchase or
carry shares of a Portfolio is not deductible for Federal income and New York
State and New York City personal income tax purposes and California personal
income tax purposes. If a shareholder receives exempt-interest dividends with
respect to any share and if such share is held by the shareholder for six
months or less, then any loss on the sale or exchange of such share may, to the
extent of such exempt-interest dividends, be disallowed. In addition, the Code
may require a shareholder, if he or she receives exempt-interest dividends, to
treat as taxable income a portion of certain otherwise non-taxable social
security and railroad retirement benefit payments. Furthermore, that portion of
any exempt-interest dividend paid by a Portfolio which represents income
derived from private activity bonds held by the Portfolio may not retain its
tax-exempt status in the hands of a shareholder who is a "substantial user" of
a facility financed by such bonds, or a "related person" thereof. Moreover, as
noted in the applicable Prospectus for the Municipal Portfolios, some (and
potentially all) of a Portfolio's dividends may be a specific preference item
or a component of an adjustment item, for purposes of the Federal individual
and corporate alternative minimum taxes with resulting tax for individuals and
corporations subject to such alternative minimum tax ("AMT"). In addition, the
receipt of dividends and distributions from a Portfolio also may affect a
foreign corporate shareholder's Federal "branch profits" tax liability and a
Subchapter S corporate shareholder's Federal "excess net passive income" tax
liability. Shareholders should consult their own tax advisors as to whether
they are (a) substantial users with respect to a facility or related to such
users within the meaning of the Code or (b) subject to a Federal alternative
minimum tax, the Federal environmental tax, the Federal branch profits tax or
the Federal excess net passive income tax.

Each shareholder will receive after the close of the calendar year an
annual statement as to the Federal income tax status of his or her dividends
and distributions from the Portfolio for the prior calendar year. These
statements also will designate the amount of exempt-interest dividends that is
a specified preference item for purposes of the Federal individual and
corporate alternative minimum taxes. Each shareholder of the General Municipal
Portfolio will also receive a report of the percentage and source on a
state-by-state basis of interest income on municipal obligations received by
the

35
<PAGE>

Portfolio during the preceding calendar year. Each shareholder of the New York
Municipal Portfolio will receive an annual statement as to the New York State
and New York City personal income tax status of his or her dividends and
distributions from such Portfolio for the prior calendar year and each
shareholder of the California Municipal Portfolio will receive an annual
statement as to the California State personal income tax status of his or her
dividends and distributions from such Portfolio for the prior calendar year.
Shareholders should consult their tax advisors as to any other state and local
taxes that may apply to these dividends and distributions. In the event that a
Municipal Portfolio derives taxable net investment income, it intends to
designate as taxable dividends the same percentage of each day's dividend as
its actual taxable net investment income bears to its total taxable net
investment income earned on that day. Therefore, the percentage of each day's
dividend designated as taxable, if any, may vary from day to day.

If a shareholder fails to furnish a correct taxpayer identification
number, fails to fully report dividend or interest income or fails to certify
that he or she has provided a correct taxpayer identification number and that
he or she is not subject to backup withholding, then the shareholder may be
subject to a 31% "backup withholding tax" with respect to (a) taxable dividends
and distributions, and (b) the proceeds of any redemptions of shares of a
Portfolio. An individual's taxpayer identification number is his or her social
security number. The 31% backup withholding tax is not an additional tax and
may be credited against a taxpayer's regular Federal income tax liability.

The foregoing is only a summary of certain tax considerations
generally affecting each Portfolio and its shareholders, and is not intended as
a substitute for careful tax planning. Individuals are often exempt from state
and local personal income taxes on distributions of tax-exempt interest income
derived from obligations of issuers located in the state in which they reside
when these distributions are received directly from these issuers, but are
usually subject to such taxes on income derived from obligations of issuers
located in other jurisdictions. Shareholders are urged to consult their tax
advisors with specific reference to their own tax situations.

PERFORMANCE DATA

Yields. Yields on portfolio securities depend on a variety of factors,
including general money market conditions, effective marginal tax rates, the
financial condition of the issuer, general conditions of the fixed-income or
tax-exempt securities market, the size of particular offerings, the maturity of
obligations and the rating of an issue. The ratings of the rating organizations
represent their opinions as to the quality of the securities which they
undertake to rate. It should be emphasized, however, that ratings are general
and are not absolute standards of quality. Consequently, securities with the
same maturity and interest rate with different ratings may have the same yield.
Yield disparities may occur for reasons not directly related to the investment
quality of particular issues or the general movement of interest rates, due to
such factors as changes in the overall demand or supply of various types of
securities or changes in the investment objectives of investors. Subsequent to
purchase, an issue of Municipal Securities or other investments may cease to be
rated or its rating may be reduced below the minimum rating required for
purchase by a Portfolio. Neither event will require the elimination of an
investment by a Portfolio, but the Advisor will consider such an event in its
determination of whether a Portfolio should continue to hold an investment.

36
<PAGE>

Yield information may be useful to investors in reviewing a
Portfolio's performance. However, a number of factors should be considered
before using yield information as a basis for comparison with other
investments. An investment in any of the Portfolios of the Fund is not insured
as is typically the case with deposits in a bank or savings and loan; yield is
not guaranteed and normally will fluctuate on a daily basis. The yield for any
given past period is not an indication or representation of future yields or
rates of return. Yield is affected by portfolio quality, portfolio maturity,
type of instruments held and operating expenses. When comparing a Portfolio's
yield with that of other investments, investors should understand that certain
other investment alternatives such as money market instruments or bank accounts
provide fixed yields and also that bank accounts may be insured.

From time to time the Fund may advertise yield figures. Reference in
advertisements may be made to ratings and rankings among similar funds by
independent evaluators such as Lipper Analytical Services Inc. and Donoghue's
Money Fund Report, and the performance of the Portfolios may be compared to
recognized indices of market performance.

There are two methods by which the Portfolios' yield for a specified
period of time is calculated.

The first method, which results in an amount referred to as the
"current yield," assumes an account containing exactly one share at the
beginning of the period. The net asset value of this share will be $1.00. The
net change in the value of the account during the period is then determined by
subtracting this beginning value from the value of the account at the end of
the period; however, capital changes (i.e., realized gains and losses from the
sale of securities and unrealized appreciation and depreciation) are excluded
from the calculation. Thus, the dividends used in the yield computation may not
be the same as the dividends actually declared, as the capital changes in
question may be included in the dividends declared. Instead, the dividends used
in the yield calculation will be those which would have been declared if the
capital changes had not affected the dividends. This net change in the account
value is then divided by the value of the account at the beginning of the
period and the resulting figure (referred to as the "period base return") is
then annualized by multiplying it by 365 and dividing it by the number of days
in the period; the result is the "current yield." Normally a seven day period
will be used in determining yields (both the current and the effective yield
discussed below) in published or mailed advertisements.

The second method results in an amount referred to as the "effective
yield." This represents an annualization of the current yield with dividends
reinvested daily. This effective yield for a seven day period would be computed
by compounding the unannualized base period return by adding one to the base
period return, raising the sum to a power equal to 365 divided by 7 and
subtracting 1 from the result.

"Tax equivalent yield" is calculated by dividing the percentage of the
current yield or the effective yield which is not subject to federal income tax
by the reciprocal of the applicable federal tax rate and adding the percentage
of the current or effective yield to the quotient.

37
<PAGE>

TAX EQUIVALENT CURRENT YIELD = T/r + R

r = reciprocal of applicable tax rate (1.00 - tax rate = r)
T = % of yield which is tax-exempt
R = % of yield taxable

The "current yield" is calculated for the indicated period according to the
following formula:

CURRENT YIELD = (Base Period Return) x 365/7

The "effective yield" is calculated for the indicated period according to the
following formula:

365/7
EFFECTIVE YIELD = [(Base Period Return + 1) ]-1

Where: Base Period Return is the net change, exclusive of capital
changes, in the value of a hypothetical preexisting account
having a balance of one share at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from
shareholder accounts and dividing the difference by the value
of the account at the beginning of the base period.

Yield for Seven Day Period

Portfolio Yield for seven-day period ended 11/30/98
- --------- -----------------------------------------
Current Effective
Primary 4.45% 4.45%
----- -----
Government 4.12% 4.21%
----- -----
General Municipal 2.40% 2.43%
----- -----
California Municipal 2.05% 2.07%
----- -----
New York Municipal 2.16% 2.18%
----- -----

38
<PAGE>

Tax Equivalent Yield -- 30 day period for the
30-day period ended November 30, 1998

Portfolio At Federal Income Tax Rate of 39.6%*
- --------- ------------------------------------
<S> <C>
General Municipal 3.92%
California Municipal 3.74%
New York Municipal 3.82%
</TABLE>

* A portion of the tax-exempt dividends paid by the Portfolios is treated as a
tax preference item for individuals subject to the alternative minimum tax.
For the fiscal year ended November 30, 1998, approximately 30.8%, 18.1%, and
16.6%, respectively, of distributions of the General, California and New York
Municipal Portfolios were tax preference items; for the calendar year ended
December 31, 1998, approximately 29.7%, 17.5% and 15.5%, respectively, of
distributions were tax preference items. In addition, certain corporate
shareholders which are subject to the alternative minimum tax may also have
to take remaining distributions by the Portfolios into account in computing
the alternative minimum tax. The tax equivalent yield for the California
Municipal Portfolio is based on an assumed California State tax rate of 9.3%.
The tax equivalent yield for the New York Municipal Portfolio is based on an
assumed New York state tax rate of 6.85%; if a shareholder was a New York
City resident, the tax-equivalent yield would have been 4.01%, based on an
assumed New York City tax rate of 4.46%.

ADDITIONAL INFORMATION

Description of the Fund. The Fund was formed under the laws of Maryland on
April 27, 1989 under the name Quest Cash Reserves, Inc. The name of the Fund
was changed to OCC Cash Reserves, Inc. on January 31, 1996. It is not
contemplated that share certificates will be issued or regular annual meetings
of the shareholders will be held. The Fund will provide without charge to any
stockholder, upon request to the Secretary at the Corporation's principal
office, (a) a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the shares
of each class of stock which the Corporation is authorized to issue, (b) the
differences in the relative rights and preferences between the shares of each
series to the extent they have been set, and (c) the authority of the Board of
Directors to set the relative rights and preferences of subsequent series.

Possible Additional Portfolio Series. If additional Portfolios are created by
the Board of Directors, shares of each such Portfolio will be entitled to vote
as a class only to the extent permitted by the 1940 Act (see below) or as
permitted by the Board of Directors. Expenses not otherwise identified with a
particular Portfolio will be allocated fairly among two or more Portfolios by
the Board of Directors.

Under Rule 18f-2 of the 1940 Act, any matter to be submitted to a vote
of shareholders of any investment company which has two or more series
outstanding is not deemed to have been effectively acted upon unless approved
by the holders of a "majority" (as defined in that Rule) of the voting

39
<PAGE>

securities of each series affected by the matter. Such separate voting
requirements do not apply to the election of directors or the ratification of
the selection of accountants. The Rule contains special provisions for cases in
which an advisory contract is approved by one or more, but not all, series. A
change in investment policy may go into effect as to one or more series whose
holders so approve the change even though the required vote is not obtained as
to the holders of other affected series.

Independent Accountants. PricewaterhouseCoopers LLP, 1177 Avenue of the
Americas, New York, NY 10036, serves as the independent accountants of the Fund
and of each Portfolio; their services include auditing the annual financial
statements of each Portfolio as well as other related services.

Custodian and Transfer Agent. The custodian of the assets, transfer agent and
shareholder servicing agent for the Fund is State Street Bank and Trust
Company, 225 Franklin Street, Boston, Massachusetts 02110.

Telephone Redemptions and Exchanges. In the absence of negligence on the part
of the Transfer Agent or gross negligence on the part of the Fund, neither the
Fund, the Transfer Agent nor their affiliates shall be liable for any loss,
cost or expense caused by unauthorized telephone redemption and exchange
instructions.

40
<PAGE>

Appendix

DESCRIPTION OF COMMERCIAL PAPER AND MUNICIPAL BOND AND NOTE RATINGS

Commercial Paper Ratings

Moody's commercial paper ratings are opinions of the ability of
issuers to repay promissory obligations when due. Moody's employs the following
three designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1 - Superior Ability for Repayment;
Prime 2 - Strong Ability for Repayment; Prime 3 - Acceptable Ability for
Repayment.

A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
Issues assigned the highest rating, "A", are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation "A-1" indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. The "A+" designation is applied to those
issues rated "A-1" which possess overwhelming safety characteristics. Capacity
for timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated "A-1."

Fitch's commercial paper ratings represent Fitch's assessment of the
issuer's ability to meet its obligations in a timely manner. The assessment
places emphasis on the existence of liquidity. Ratings range from F-1+ which
represents exceptionally strong credit quality to F-4 which represents weak
credit quality.

Duff & Phelps' short-term ratings apply to all obligations with
maturities of under one year, including commercial paper, the uninsured portion
of certificates of deposit, unsecured bank loans, master notes, bankers
acceptances, irrevocable letters of credit and current maturities of long-term
debt. Emphasis is placed on liquidity. Ratings range from Duff 1+ for the
highest quality to Duff 5 for the lowest, issuers in default. Issues rated Duff
1+ are regarded as having the highest certainty of timely payment. Issues rated
Duff 1 are regarded as having very high certainty of timely payment.

Thomson's BankWatch, Inc. assigns only one Issuer Rating to each
company, based upon a qualitative and quantitative analysis of the consolidated
financials of an issuer and its subsidiaries. The rating incorporates TBW's
opinion of the vulnerability of the company to adverse developments which may
impact the marketability of its securities, as well as the issuer's ability to
repay principal and interest. Ratings range from A for highest quality to E for
the lowest, companies with very serious problems.

A-1
<PAGE>

Bond Ratings

A bond rated "Aaa" by Moody's is judged to be the best quality. They
carry the smallest degree of investment risk. Interest payments are protected
by a large or by an exceptionally stable margin and principal is deemed secure.
While the various protective elements may change, such foreseeable changes are
unlikely to impair the fundamentally strong position of such issues. Bonds
which are rated "Aa" are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high
grade bonds. Margins of protection on "Aa" bonds may not be as large as on
"Aaa" securities or fluctuations of protective elements may be of greater
magnitude or there may be other elements present which make the long-term risks
appear somewhat larger than "Aaa" securities. Bonds which are rated "A" possess
many favorable investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a susceptibility
to impairment some time in the future. Bonds rated "Baa" are considered medium
grade obligations whose interest payments and principal security appear
adequate for the present but lack certain protective elements or may be
characteristically unreliable over any great length of time. Moody's applies
numerical figures "1", "2" and "3" in each generic rating classification from
"Aa" through "B" in its corporate bond rating system. The modifier "1"
indicates that the security ranks in the higher end of its generic rating
category; the modifier "2" indicates a mid-range ranking and the modifier "3"
indicates that the issue ranks in the lower end of its generic rating category.

Debt rated "AAA" by Standard & Poor's has the highest rating assigned
by it. Capacity to pay interest and repay principal is extremely strong. Debt
rated "AA" has a strong capacity to pay interest and repay principal and
differs from "AAA" issues only in small degree. Debt rated "A" has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories. Debt rated "BBB" is regarded
as having an adequate capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse economic conditions
or changing circumstances are likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.

Debt rated "AAA", the highest rating by Fitch, is considered to be of
the highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events. Debt rated "AA" is regarded as very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong. Debt rated "A" is of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances than
debt with higher ratings. Debt rated "BBB" is of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is adequate, however
a change in economic conditions may adversely affect timely payment. Plus (+)
and minus (-) signs are used with a rating symbol (except AAA) to indicate the
relative position within the category.

A-2
<PAGE>

Debt rated AAA, the highest rating by Duff & Phelps, is considered to
be of the highest credit quality. The risk factors are negligible being only
slightly more than for risk-free U.S. Treasury debt. Debt rated AA is regarded
as high credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.

Note Ratings

Moody's

MIG 1/VMIG 1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

Standard & Poor's

SP-1 -- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given
a plus (+) designation.

SP-2 -- Satisfactory capacity to pay principal and interest.

Description of Moody's four highest municipal bond ratings
- ----------------------------------------------------------

Aaa. Bonds which are rated Aaa are judged to be of the best quality
and carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

Aa. Bonds which are rated Aa are judged to be of high quality by all
standards. They are rated lower than the Aaa bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which made the long-term risks appear somewhat larger than in Aaa
securities.

A. Bonds which are rated A are judged to be upper medium grade
obligations. Security for principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment sometime
in the future.

Baa. Bonds which are rated Baa are considered as medium grade
obligations, i.e.; they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate

A-3
<PAGE>

for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Description of S&P's four highest municipal bond ratings

AAA. Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree. The
AA rating may be modified by the addition of a plus or minus sign to show
relative standing within the AA rating category.

A. Debt rated A is regarded as safe. This rating differs from the
two higher ratings because, with respect to general obligation bonds, there is
some weakness which, under certain adverse circumstances, might impair the
ability of the issuer to meet debt obligations at some future date. With
respect to revenue bonds, debt service coverage is good but not exceptional and
stability of pledged revenues could show some variations because of increased
competition or economic influences in revenues.

BBB. Bonds rated BBB are regarded as having adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this capacity
than for bonds in the A category.

Description of Fitch's four highest municipal bond ratings.
- -----------------------------------------------------------

Description of Moody's highest ratings of state and municipal notes and other
short-term loans
- -----------------------------------------------------------------------------

Moody's ratings for state and municipal notes and other short-term
loans are designated "Moody's Investment Grade" ("MIG"). Such ratings recognize
the differences between short-term

A-4
<PAGE>

credit risk and long-term risk. A short-term rating designated VMIG may also be
assigned on an issue having a demand feature. Factors affecting the liquidity
of the borrower and short-term cyclical elements are critical in short-term
borrowing. Symbols used will be as follows:

MIG-1/VMIG-1. This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG-2/VMIG-2. This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding group.

Description of S&P's ratings of state and municipal notes and other
short-term loans
- -------------------------------------------------------------------

Standard & Poor's tax exempt note ratings are generally given to such
notes that mature in three years or less. The two higher rating categories are
as follows:

SP-1. Very strong or strong capacity to pay principal and interest.
These issues determined to possess overwhelming safety characteristics
will be given a plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

A-5

<PAGE>

Schedules of Investments

Primary Portfolio

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
U.S. Government Agencies--7.3%
$ 67,300 Federal Home Loan Bank,
5.00%-5.14%,
10/8/99-11/5/99.............. $ 67,300,000
5,108 Federal Home Loan
Mortgage Corporation,
5.10%, 12/1/98............... 5,108,000
38,000 Federal National
Mortgage Association,
5.22%, 10/7/99............... 38,000,000
77,000 Student Loan
Marketing Association,
5.10%-5.20%,
9/30/99-10/15/99............. 77,000,000
-----------

Total U.S. Government Agencies
(amortized cost--$187,408,000).......... 187,408,000
-----------

Bank Notes--1.9%
50,000 First Union National Bank NC,
5.195%, 2/16/99
(amortized cost--$50,000,000). 50,000,000
-----------

Certificates of Deposit--10.7%
40,000 Bank of Nova Scotia,
5.46%-5.59%,
12/4/98-12/28/98............. 40,000,000
80,000 Canadian Imperial Bank of Commerce,
4.98%-5.56%,
12/2/98-4/5/99............... 80,000,000
25,000 National Westminster Bank plc,
5.22%, 1/20/99............... 25,000,000
60,000 Rabobank Nederland NV,
5.61%-5.65%,
12/7/98-12/28/98............. 60,000,000
20,000 Skandinaviska Enskilda Banken
Funding Inc.,
5.16%, 12/14/98.............. 20,000,072
50,000 Toronto-Dominion Holdings USA Inc.,
5.58%-5.59%,
12/28/98-2/16/99............. 50,000,000
-----------

Total Certificates of Deposit
(amortized cost--$275,000,072).......... 275,000,072
-----------

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
Commercial Paper--77.9%
$ 80,000 Abbey National North America,
5.08%-5.44%,
12/28/98-2/24/99............. $ 79,367,774
17,000 American Express Credit Corp.,
4.88%, 12/24/98.............. 16,946,998
80,000 American General Finance Corp.,
5.16%-5.22%,
1/28/99-2/11/99.............. 79,232,225
25,000 American Home Products Corp.,
5.25%, 12/1/98............... 25,000,000
75,000 Associates Corporation
of North America,
5.05%-5.41%,
12/9/98-12/22/98............. 74,847,569
25,000 Barclays Bank plc,
4.92%, 12/16/98**............ 24,999,699
60,000 BP America Inc.,
5.30%-5.42%,
12/1/98-12/3/98.............. 59,992,472
74,350 British Columbia (Province of),
4.57%-5.43%,
12/9/98-7/20/99.............. 73,029,775
52,000 Canadian Wheat Board,
5.14%-5.45%,
12/18/98-3/11/99............. 51,608,681
20,000 Coca-Cola Co.,
5.40%, 12/7/98............... 19,982,000
103,000 Daimler-Benz North America Corp.,
4.70%-5.42%,
12/2/98-4/26/99.............. 102,365,050
100,000 Diageo Capital plc,
5.01%-5.46%,
12/4/98-12/29/98............. 99,850,972
39,338 Dover Corp.,
5.18%-5.40%,
12/2/98-12/8/98.............. 39,312,494
100,000 First Chicago Financial Corp.,
5.06%-5.09%,
12/11/98-2/25/99............. 99,017,117
40,000 Ford Credit Europe plc,
5.10%, 2/3/99................ 39,637,333
50,000 Ford Motor Credit Co.,
5.43%, 12/31/98.............. 49,773,750
65,000 General Electric Capital Corp.,
5.13%-5.48%,
12/23/98-2/22/99............. 64,511,242
30,000 General Electric Co.,
5.13%, 12/30/98.............. 29,876,025

B-1
<PAGE>
November 30, 1998
Schedules of Investments (continued)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
Commercial Paper (cont'd.)
$ 100,000 General Motors Acceptance Corp.,
5.01%-5.48%,
12/16/98-1/27/99............. $ 99,435,318
20,000 Glaxo Wellcome plc,
5.02%, 12/21/98.............. 19,944,222
90,000 Halifax plc,
4.77%-5.17%,
2/4/99-3/22/99............... 88,983,282
95,000 Household Finance Corp.,
4.95%-5.44%,
12/10/98-12/30/98............ 94,750,769
72,300 IBM Corp.,
4.90%-5.47%,
12/7/98-12/21/98............. 72,143,559
25,000 Kingdom of Sweden,
5.40%, 12/21/98.............. 24,925,000
70,000 Merrill Lynch & Co. Inc.,
5.12%-5.35%,
12/10/98-1/26/99............. 69,614,195
25,000 Morgan (J.P.) & Co. Inc.,
5.46%, 12/17/98.............. 24,939,333
20,000 NationsBank Corp.,
5.48%, 3/8/99................ 19,704,689
85,000 Norwest Financial Inc.,
5.16%-5.40%,
12/15/98-2/22/99............. 84,390,449
50,000 Oesterreichische Kontrollbank AG,
5.00%-5.16%,
1/25/99-2/22/99.............. 49,514,722
46,490 Prudential Funding Corp.,
5.21%-5.31%,
1/19/99-2/4/99............... 46,099,507
60,000 Skandinaviska Enskilda Banken
Funding Inc.,
4.85%-5.16%,
12/7/98-12/31/98............. 59,852,950
30,000 Svenska Handelsbanken Inc.,
5.32%-5.50%,
12/9/98-12/17/98............. 29,940,489
80,000 Swedish Export Credit Corp.,
4.69%-5.09%,
12/28/98-4/19/99............. 79,059,221
25,000 Toronto-Dominion Holdings USA Inc.,
5.47%, 12/21/98.............. 24,924,028

- ----------------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------------
$ 71,700 US Borax & Chemical Corp.,
5.17%-5.39%,
12/14/98-2/8/99.............. $ 71,355,749
14,600 USAA Capital Corp.,
5.12%, 12/18/98.............. 14,564,700
---------------

Total Commercial Paper
(amortized cost--$2,003,493,358)....... $ 2,003,493,358
---------------
Total Investments
(amortized cost--$2,515,901,430+)... 97.8% $ 2,515,901,430
Other Assets in Excess
of Liabilities................ 2.2 56,537,224
------ --------------

Total Net Assets................. 100.0% $ 2,572,438,654
------ --------------
------ --------------

Government Portfolio

U.S. Government Agencies--99.3%
Federal Farm Credit Bank--3.8%
$ 1,500 4.76%, 12/30/98................ $ 1,494,248
100 4.99%, 12/11/98................ 99,861
145 5.35%, 12/14/98................ 144,720
2,534 5.36%, 12/23/98................ 2,525,700
-----------
Total Federal Farm Credit Bank
(amortized cost--$4,264,529)............ 4,264,529
-----------
Federal Home Loan Bank--30.9%
4,000 4.74%, 12/23/98................ 3,988,413
120 4.76%, 12/9/98................. 119,873
5,000 4.76%, 12/18/98................ 4,988,761
1,077 4.77%, 12/11/98................ 1,075,573
1,400 5.00%, 12/30/98................ 1,394,361
1,720 5.02%, 12/23/98................ 1,714,723
2,000 5.03%, 12/28/98................ 1,992,455
1,382 5.03%, 12/30/98................ 1,376,400
5,000 5.04%, 12/28/98................ 4,981,100
5,000 5.05%, 12/9/98................. 4,994,389
1,700 5.07%, 10/8/99................. 1,700,000
1,000 5.14%, 11/5/99................. 1,000,000
2,100 5.37%, 12/23/98................ 2,093,109
3,000 5.38%, 12/14/98................ 2,994,172
245 5.38%, 12/31/98................ 243,902
-----------
Total Federal Home Loan Bank
(amortized cost--$34,657,231).......... 34,657,231
-----------

B-2

<PAGE>

Government Portfolio (cont'd.)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

Federal Home Loan Mortgage Corporation--38.2%
$ 60 4.75%, 12/15/98................ $ 59,889
2,800 4.75%, 12/22/98................ 2,792,242
7,500 4.75%, 12/28/98................ 7,473,281
5,000 4.76%, 12/21/98................ 4,986,778
5,000 4.76%, 12/22/98................ 4,986,117
100 4.80%, 12/11/98................ 99,867
2,000 4.81%, 12/23/98................ 1,994,121
2,100 4.92%, 2/22/99................. 2,076,179
2,000 5.03%, 12/2/98................. 1,999,720
4,000 5.03%, 12/28/98................ 3,984,910
5,000 5.03%, 12/30/98................ 4,979,740
2,800 5.035%, 12/14/98............... 2,794,909
444 5.05%, 12/8/98................. 443,564
326 5.05%, 1/19/99................. 323,759
3,000 5.28%, 12/18/98................ 2,992,520
875 5.36%, 12/2/98................. 874,870
-----------

Total Federal Home Loan Mortgage Corporation
(amortized cost--$42,862,466).......... 42,862,466
-----------

Federal National Mortgage Association--19.8%
3,000 4.72%, 1/19/99................. 2,980,727
3,000 4.90%, 2/10/99................. 2,971,008
1,333 4.92%, 2/19/99................. 1,318,426
2,000 4.99%, 3/15/99................. 1,971,169
2,000 5.22%, 10/7/99................. 2,000,000
1,500 5.26%, 12/15/98................ 1,496,932
2,500 5.36%, 12/22/98................ 2,492,183
700 5.36%, 12/30/98................ 696,977
1,050 5.37%, 12/22/98................ 1,046,711
5,200 5.39%, 12/7/98................. 5,195,329
-----------

Total Federal National Mortgage Association
(amortized cost--$22,169,462)........... 22,169,462
-----------

Student Loan Marketing Association--6.6%
4,400 5.00%, 12/2/98................. 4,399,389
1,000 5.10%, 10/15/99................ 1,000,000
2,000 5.20%, 9/30/99................. 2,000,000
-----------
Total Student Loan Marketing Association
(amortized cost--$7,399,389)........... 7,399,389
-----------

Total Investments
(amortized cost--$111,353,077+).. 99.3% $111,353,077
Other Assets in Excess
of Liabilities................... 0.7 792,832
----- ------------

Total Net Assets.................... 100.0% $112,145,909
===== ============

General Municipal Portfolio

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

Alabama--2.5%
$ 450 Alabama St. PSA,
4.10%, 12/1/98............... $ 450,000
690 Birmingham Baptist Med. Ctr.,
Special Care Facilities FAR,
Senior Living Cmntys. Proj., Ser. A,
VRDN* (LC; Fuji Bank Ltd.
and Banco de Santander SA),
3.25%, 12/2/98............... 690,000
1,000 Mobile GO,
(Insd.; MBIA),
3.70%, 2/15/99............... 999,968
2,200 Montgomery PCR,
Ser. 1990,
3.45%, 12/3/98............... 2,200,000
----------
4,339,968
----------

Alaska--3.8%
3,600 Alaska St. HF Corp.,
Ser. A, VRDN*
3.20%, 12/2/98............... 3,600,000
Valdez Marine Term. Rev.,
Arco Trans. Proj.,
1,000 3.35%, 2/4/99................ 1,000,000
1,500 Ser. A,
3.55%, 12/7/98............... 1,500,000
400 Ser. B, VRDN*
3.30%, 12/1/98............... 400,000
----------
6,500,000
----------

Arizona--3.1%
1,000 Arizona Edl. Ln. Mktg. Corp.,
ELR, Ser. A, VRDN*
(LC; Dresdner Bank AG),
3.20%, 12/2/98............... 1,000,000
Mesa Muni. Dev. Corp.,
Ser. 1985,
(LC; Westdeutsche Landesbank),
1,000 3.00%, 2/10/99............... 1,000,000
3,400 3.20%, 12/3/98............... 3,400,000
----------
5,400,000
----------

California--3.3%
200 California SCD Auth. Rev. Ctfs. Partn.,
John Muir/Mt. Diablo Hlth.,
VRDN* (Insd.; AMBAC),
3.00%, 12/1/98............... 200,000

B-3

<PAGE>
November 30, 1998
Schedules of Investments (continued)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

Los Angeles Cnty. TRAN's,
$ 1,500 4.25%, 6/30/99............... $1,505,938
2,500 Ser. A,
4.50%, 6/30/99............... 2,511,550
1,500 Santa Barbara Cnty. TRAN's,
4.50%, 6/30/99............... 1,506,939
----------
5,724,427
----------

Colorado--4.5%
2,000 Colorado St. TRAN's, Ser. A,
4.00%, 6/25/99............... 2,004,950
Denver City & Cnty.,
Colorado Airport Sys., Ser. 1997A,
(LC; Bayerische Landesbank
Girozentrale),
1,000 3.25%, 12/1/98............... 1,000,000
2,800 3.60%, 12/2/98............... 2,800,000
2,000 3.60%, 12/7/98............... 2,000,000
----------
7,804,950
----------

Connecticut--1.7%
3,000 New Haven BAN's,
3.85%, 2/1/99................ 3,001,483
----------
Florida--4.4%
1,000 Broward Cnty. School Dist. GO,
7.125%, 2/15/99 (A).......... 1,027,997
400 Dade Cnty. IDA,
Florida Pwr. & Lt. Co., VRDN*
3.30%, 12/1/98............... 400,000
3,000 Gainesville Util. Sys. Rev.,
3.35%, 2/1/99................ 3,000,000
1,800 Hillsborough Cnty. IDA, PCR,
Tampa Elec. Co. Proj., VRDN*
3.30%, 12/1/98............... 1,800,000
1,250 Putnam Cnty. DA, PCR,
Seminole Elec. Co. Proj.,
Ser. H-1, VRDN*
3.20%, 12/2/98............... 1,250,000
----------
7,477,997
----------

Georgia--1.2%
2,000 Georgia Municipal Electric Auth., Ser. B,
(LC; Morgan Guaranty Trust),
3.00%, 3/17/99............... 2,000,000
----------

Hawaii--0.6%
1,000 Hawaii St. Secondary Mkt. Svcs. Corp.,
SLR, Ser. II, VRDN*
(LC; National Westminster Bank plc),
3.25%, 12/2/98............... 1,000,000
----------

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
Illinois--1.8%
$ 1,000 Chicago Park Dist. TAN's,
4.30%, 9/17/99............... $ 1,007,736
300 Cicero GO, Tax Increment,
Ser. A, (Insd.; AMBAC),
4.45%, 12/1/98............... 300,000
1,800 Joliet Regional Port Dist.,
Exxon Proj., VRDN*
3.30%, 12/1/98............... 1,800,000
----------
3,107,736
----------

Indiana--2.3%
City of Indianapolis Gas & Util. Sys.,
2,000 3.05%, 1/13/99............... 2,000,000
2,000 3.30%, 12/8/98............... 2,000,000
----------
4,000,000
----------
Kansas--0.6%
1,035 Johnson Cnty. GO,
International Improvements, Ser. A,
3.60%, 9/1/99................ 1,036,864
----------

Kentucky--1.3%
200 Boone Cnty. PCR,
Cincinnati Gas & Elec. Co. Proj.,
Ser. A, VRDN*
(LC; Union Bank of Switzerland),
3.20%, 12/1/98............... 200,000
2,000 Kentucky HEL, Student Loan Corp.,
SLR, Ser. E, VRDN*
(Insd.; AMBAC),
3.20%, 12/2/98............... 2,000,000
----------
2,200,000
----------

Louisiana--1.6%
1,100 East Baton Rouge Parish PCR,
Exxon Proj., VRDN*
3.25%, 12/1/98............... 1,100,000
1,000 Jefferson Sales Tax Dist.,
Special STR, Ser. A,
(Insd.; FGIC),
6.25%, 12/1/98............... 1,000,000
600 Plaquemines Parish Environmental Rev.,
BP Exploration and Oil Proj., VRDN*
3.50%, 12/1/98............... 600,000
----------
2,700,000
----------

Maine--1.0%
1,735 Maine Educational Marketing
Corp. SLR, Ser. A-1,
5.65%, 5/1/99................ 1,751,981
----------

B-4

<PAGE>

General Municipal Portfolio (cont'd.)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
Maryland--5.1%
Anne Arundel Cnty. EDR,
Baltimore Gas & Elec. Co.
Proj., VRDN*
$ 2,000 3.35%, 12/7/98............... $ 2,000,000
3,000 Ser. A,
3.30%, 1/15/99............... 3,000,000
1,000 Howard Cnty. GO, Ser. B,
5.60%, 8/15/99............... 1,015,813
1,700 Montgomery Cnty.,
Miami Valley Hosp.,
Ser. 1998B,
3.40%, 1/11/99............... 1,700,000
1,000 Montgomery Cnty. GO,
Public Construction
Improvements, Ser. A,
5.00%, 5/1/99................ 1,005,220
----------
8,721,033
----------

Massachussetts--1.2%
2,000 Gloucester BAN's,
4.00%, 8/5/99................ 2,004,559
----------

Michigan--0.8%
1,375 Wayne-Westland Cmnty. Schs. GO,
5.00%, 5/1/99................ 1,381,523
----------

Missouri--1.5%
2,500 Missouri EIERA, PCR,
Union Elec. Co. Proj., Ser. A,
(LC; Union Bank of Switzerland),
3.375%, 12/7/98.............. 2,500,000
----------

Nebraska--2.2%
Nebraska HEL Prog.,
Student Loan Prog., (LC; SLMA),
2,100 Ser. A, VRDN*
3.25%, 12/2/98............... 2,100,000
1,600 Ser. C, VRDN*
3.25%, 12/2/98............... 1,600,000
----------
3,700,000
----------

Nevada--2.2%
300 Clark Cnty. AIR,
Sub. Lien, Ser. A-2, VRDN*
(LC; Union Bank of Switzerland),
3.25%, 12/2/98............... 300,000
3,000 Las Vegas Valley Water, Ser. A,
(LC; Union Bank of Switzerland),
3.10%, 1/7/99................ 3,000,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 400 Reno Hosp. Rev.,
St. Mary's Regional Med. Ctr.
Proj., Ser. B, VRDN*
(Insd.; MBIA),
3.25%, 12/1/98............... $ 400,000
----------
3,700,000
----------

New Jersey--1.9%
1,600 New Jersey EDA,
Water Facilities Rev.,
United Water Proj.,
Ser. B, VRDN* (Insd.; AMBAC),
3.00%, 12/1/98............... 1,600,000
500 New Jersey EDA, EDR,
Foreign Trade Zone Proj., VRDN*
(LC; Morgan Guaranty Trust),
3.25%, 12/1/98............... 500,000
1,210 Parsippany-Troy Hills Township GO,
4.50%, 12/1/98............... 1,210,000
----------
3,310,000
----------

New York--7.5%
Long Island Power Auth.,
Elec. Sys. Rev.,
1,000 Ser. 3, (LC; Bayerische
Landesbank Girozentrale),
3.05%, 2/11/99............... 1,000,000
800 Sub. Ser. 6, VRDN*
(LC; ABN-Amro Bank NV
& Morgan Guaranty Trust),
3.20%, 12/1/98............... 800,000
2,000 MTA Transit Facilities BAN's,
Special Obligation,
Ser. CP1-Sub. Ser. B,
(LC; ABN-Amro Bank NV),
3.00%, 1/22/99............... 2,000,000
Nassau Cnty. GO,
General Improvements,
2,000 Ser. T, (Insd.; FGIC),
5.125%, 9/1/99............... 2,026,110
2,445 Ser. W, (Insd.; FGIC),
4.50%, 9/1/99................ 2,465,546
2,000 Nassau Cnty. RAN's, Ser. A,
4.00%, 3/10/99............... 2,001,278
1,000 New York St. EFC, Ser. 1992A,
3.35%, 12/1/98............... 1,000,000
600 New York St. ERDA, PCR,
New York St. Elec. & Gas Proj.,
Ser. C, VRDN*
(LC; Morgan Guaranty Trust),
3.10%, 12/1/98............... 600,000

B-5

<PAGE>
November 30, 1998
Schedules of Investments (continued)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 1,000 New York St. JDA,
Ser. B1-B21, VRDN*
3.15%, 12/1/98............... $ 1,000,000
----------
12,892,934
----------

Ohio--5.8%
1,000 Ohio St. Air Quality DA,
JMG Funding Ltd. Proj.,
Ser. B, VRDN*
(LC; Societe Generale Bank),
3.15%, 12/2/98................ 1,000,000
2,000 Ohio St. Higher Educ.
Facilities Rev., Higher Educ.
Cap. Facilities Boards,
Ser. 11-1990-A, (Insd.; MBIA),
6.70%, 5/1/99................ 2,024,563
Ohio St. University,
General Receipts,
2,000 3.05%, 2/1/99................ 2,000,000
5,000 3.20%, 12/9/98............... 5,000,000
----------
10,024,563
----------

Oregon--0.1%
200 Port of Portland
Special Obligation Rev.,
Horizon Air Industries Proj.,
VRDN* (LC; Bank of Montreal),
3.35%, 12/1/98............... 200,000

Pennsylvania--7.2%
4,900 Carbon Cnty. IDA,
Resource Recovery Board,
Panther Creek Partners Proj.,
Ser. 1992A, (LC; National
Westminster Bank plc),
3.10%, 2/12/99 .............. 4,900,000
3,000 City of Philadelphia,
Gas Works Rev., Ser. C,
(LC; Canadian Imperial
Bank of Commerce),
2.95%, 2/19/99............... 3,000,000
2,000 Pennsylvania St. HEA, SLR,
Ser. A, VRDN*
(LC; SLMA),
3.20%, 12/2/98............... 2,000,000
1,000 Peters Township Sch. Dist. GO,
(Insd.; FGIC),
5.50%, 5/15/99............... 1,007,468

November 30, 1998
Schedules of Investments (continued)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 1,500 Philadelphia TRAN's, Ser. A,
4.25%, 6/30/99............... $ 1,505,139
----------
12,412,607
----------
South Carolina--0.3%
500 Berkeley Cnty. Exempt
Industrial Facilities Rev.,
Amoco Chem. Co. Proj., VRDN*
3.45%, 12/1/98............... 500,000
----------
Tennessee--3.3%
2,300 Hamilton Cnty. IDR,
Seaboard Feeds Inc. Proj., VRDN*
(LC; Bank of New York),
3.35%, 12/3/98............... 2,300,000
900 Metropolitan Nashville Airport Auth.,
American Airlines Proj.,
Ser. B, VRDN*
(LC; Bayerische
Landesbank Girozentrale),
3.25%, 12/1/98............... 900,000
2,500 Shelby Cnty. TAN's, Ser. 1997B,
(LC; Landesbank Hessen),
3.20%, 1/14/99............... 2,500,000
----------
5,700,000
----------
Texas--12.4%
1,000 Brazos HEA,
Ser. B-1, VRDN*
(CS; SLMA),
3.15%, 12/2/98............... 1,000,000
3,000 Brazos River Auth.,
Ser. 1993A,
3.15%, 2/5/99................ 3,000,000
2,700 City of Houston GO,
3.25%, 1/12/99............... 2,700,000
1,000 Dallas Area Rapid Transit,
STR, Ser. A,
(LC; Westdeutsche Landesbank),
3.05%, 1/21/99............... 1,000,000
1,200 Dallas Water Works & Sewer, Ser. B,
(LC; Union Bank of Switzerland),
3.25%, 12/8/98............... 1,200,000
1,010 Fort Worth Independent Sch. Dist. GO,
7.25%, 2/15/99............... 1,017,967
Grapevine IDR,
Multiple Mode American Airlines,
VRDN* (LC; Morgan Guaranty Trust),
400 Ser. A2,
3.25%, 12/1/98................. 400,000

B-6

<PAGE>

General Municipal Portfolio (cont'd.)
- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

Texas (cont'd.)
$ 400 Ser. B2,
3.25%, 12/1/98............... $ 400,000
200 Ser. B4,
3.25%, 12/1/98............... 200,000
800 Gulf Coast WDA, Environ. Facs. Rev.,
Amoco Oil Co. Proj., VRDN*
3.45%, 12/1/98............... 800,000
500 Gulf Coast WDA, PCR,
Amoco Oil Co. Proj., VRDN*
3.30%, 12/1/98............... 500,000
Harris Cnty. HFDCR,
600 Methodist Hosp., VRDN*
3.30%, 12/1/98............... 600,000
St. Lukes Episcopal Hosp.,
1,300 Ser. A, VRDN*
3.25%, 12/1/98............... 1,300,000
700 Ser. B, VRDN*
3.25%, 12/1/98............... 700,000
2,600 Harris Cnty. ID Corp.,
Marine Terminal Rev.,
Lubrizol Corp. Proj., VRDN*
3.10%, 12/2/98............... 2,600,000
500 Lone Star Airport Improvements
Auth., Multiple Mode,
Ser. A-3, VRDN*
(LC; Royal Bank of Canada),
3.25%, 12/1/98............... 500,000
1,400 Lower Colorado River Auth. Tex. Rev.,
Jr. Lien, Ser. 3rd Suppl., VRDN*
(Insd.; MBIA),
3.05%, 12/2/98............... 1,400,000
500 Port Authority Navigation Dist.,
Texaco Inc. Proj., VRDN*
3.35%, 12/1/98............... 500,000
1,050 Round Rock GO,
Independent Sch. Dist., Ser. B,
(Insd.; PSFG),
7.00%, 8/1/99................ 1,075,262
500 Texas HEA, Ser. B, VRDN*
(Insd.; FGIC),
3.15%, 12/2/98............... 500,000
----------
21,393,229
----------

- ---------------------------------------------------------
Principal
Amount
(000) Value
- --------------------------------------------------------
Utah--6.2%
Intermountain Pwr. Agy.,
(Insd.; AMBAC),
$ 3,000 Ser. '85E,
3.00%, 1/25/99............... $3,000,000
2,000 Ser. '85F,
3.35%, 1/11/99............... 2,000,000
2,600 Salt Lake Cnty. PCR,
Service Station Holdings Proj.,
Ser. B, VRDN*
3.30%, 12/1/98............... 2,600,000
2,000 Utah St. Brd. Regents SLR,
Ser. L, VRDN*
(Insd.; AMBAC),
3.25%, 12/2/98............... 2,000,000
1,000 Utah St. GO, Ser. 1998A,
3.50%, 12/7/98............... 1,000,000
----------
10,600,000
----------
Vermont--0.6%
1,000 Vermont St. GO, Ser. B,
5.00%, 1/15/99............... 1,002,046
----------

Virginia--0.6%
1,000 Virginia St. PSA,
Special Obligation, Henrico Cnty.,
Sch. Financing Board,
6.60%, 1/15/99 (A)........... 1,006,440
----------

Washington--1.2%
Seattle City,
Municipal Power & Light Rev.,
1,000 3.00%, 2/4/99 ............... 1,000,000
1,000 3.00%, 3/11/99 .............. 1,000,000
----------
2,000,000
----------
Wisconsin--1.0%
1,803 Wisconsin St. GO,
3.00%, 1/19/99............... 1,803,000
----------

Total Investments
(amortized cost--$162,897,340+) 94.8% $162,897,340
Other Assets in Excess
of Liabilities................ 5.2 8,918,686
----- ------------

Total Net Assets................. 100.0% $171,816,026
===== ============

B-7

<PAGE>

November 30, 1998
Schedules of Investments (continued)
California Municipal Portfolio

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

California--96.5%
$ 500 Alameda Contra Costa School FA,
Capital Improvements,
Ser. B, VRDN*
(LC; Canadian Imperial
Bank of Commerce),
2.50%, 12/3/98............... $ 500,000
290 Alameda Cnty. IDA, Indl. Rev.,
Intermountain Trading, VRDN*
(LC; California St. Tchrs. Ret. Fd.),
2.75%, 12/2/98............... 290,000
1,800 Anaheim Ctfs. Partn.,
1993 Ref. Projs., VRDN*
(Insd.; AMBAC),
2.60%, 12/2/98............... 1,800,000
1,000 California Educational Facilities
Auth. Rev., Stanford University,
Ser. L-3, VRDN*
2.45%, 12/2/98............... 1,000,000
California HFFAR,
1,075 Catholic Healthcare West,
Ser. A, (Insd.; MBIA),
4.50%, 7/1/99................ 1,081,082
Hosp. Adventist Hlth. Sys.,
(Insd.; MBIA),
100 Ser. A, VRDN*
3.25%, 12/1/98............... 100,000
500 Ser. B, VRDN*
3.25%, 12/1/98............... 500,000
2,000 Memorial Hlth. Svcs. Proj., VRDN*
2.80%, 12/2/98............... 2,000,000
2,000 St. Joseph Hlth. Sys.,
Ser. B, VRDN*
3.00%, 12/1/98............... 2,000,000
1,050 Sutter Hlth., Ser. B,
VRDN* (Insd.; AMBAC),
3.00%, 12/1/98............... 1,050,000
California PCFA, PCR,
2,000 Homestake Mining Proj.,
Ser. '84A, VRDN*
(LC; Bank of Nova Scotia),
2.65%, 12/2/98............... 2,000,000
800 Pacific Gas & Elec.,
Ser. B, VRDN*
(LC; Deutsche Bank AG),
3.35%, 12/1/98............... 800,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 2,000 California PCFA, PCR, RRR,
Wadham Energy Proj., Ser. C,
VRDN* (LC; Banque de Paribas),
3.70%, 12/2/98............... $ 2,000,000
California PCFA, SWDR,
Shell Oil Co. Martinez Proj., VRDN*
500 Ser. A,
3.30%, 12/1/98............... 500,000
2,300 Ser. B,
3.30%, 12/1/98............... 2,300,000
1,000 California SCD Auth. Multifamily Rev.,
Greenback Manor Apts.,
Ser. A, VRDN*
(LC; East West Bank and FHLB),
2.70%, 12/3/98............... 1,000,000
California SCD Auth. Rev. Ctfs. Partn.,
550 John Muir/Mt. Diablo Hlth.,
VRDN* (Insd.; AMBAC),
3.00%, 12/1/98............... 550,000
1,000 St. Joseph Health Sys.
Group Proj., VRDN*
3.00%, 12/1/98............... 1,000,000
California SCD Corp. Rev., ID,
(LC; California St. Tchrs. Ret. Fd.),
695 Florestone Prod. Proj., VRDN*
2.80%, 12/2/98............... 695,000
1,800 South Bay Circuits Proj., VRDN*
2.80%, 12/2/98............... 1,800,000
500 Staub Prod. Proj., Ser. A, VRDN*
2.80%, 12/2/98............... 500,000
California St. DWR,
Water Rev., Ser. 1,
1,562 2.70%, 12/4/98............... 1,562,000
1,000 2.90%, 12/8/98............... 1,000,000
California St. EDAR,
Independent Sys. Proj.,
(LC; Bank of America),
1,000 Ser. A, VRDN*
3.25%, 12/1/98............... 1,000,000
1,950 Ser. D, VRDN*
3.25%, 12/1/98............... 1,950,000
1,000 California St. GO,
2.90%, 1/14/99............... 1,000,000
1,300 California St. RAN's,
4.00%, 6/30/99............... 1,308,771
City of Los Angeles TRAN's,
2,000 4.00%, 6/30/99............... 2,004,800
500 4.25%, 6/30/99............... 501,979

B-8

<PAGE>
California Municipal Portfolio (cont'd.)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------

California (cont'd.)
$ 1,400 Fresno USD GO,
Ser. D, (Insd.; FSA),
4.50%, 2/1/99................ $ 1,401,823
2,080 Irvine Pub. Facs. & Infrastructure,
Auth. Lease Rev.,
Capital Improvements Proj.,
VRDN* (LC; Bayerische
Vereinsbank AG),
2.50%, 12/3/98............... 2,080,000
Irvine Ranch WD,
600 Ser. A, VRDN*
(LC; Bank of America),
3.10%, 12/1/98............... 600,000
700 Construction Improvements Dist.,
VRDN* (LC; Toronto-
Dominion Bank),
3.10%, 12/1/98............... 700,000
3,000 Los Angeles Cnty. MTA,
Second Subordinate STR,
(LC; Canadian Imperial
Bank of Commerce),
3.00%, 1/15/99............... 3,000,000
2,500 Los Angeles Cnty. TRAN's, Ser. A,
4.50%, 6/30/99............... 2,511,550
2,000 Los Angeles Dept. of Power
& Water, (LC; Toronto-
Dominion Bank),
2.90%, 1/22/99............... 2,000,000
2,500 Marin Cnty. TRAN's,
4.50%, 6/30/99............... 2,513,245
1,800 Orange Cnty. Improvement Board,
Assessment Dist., VRDN*
(LC; Societe Generale and
Kredietbank NV),
3.25%, 12/1/98............... 1,800,000
1,000 Orange Cnty. Sanitation Dist.,
Ser. C, VRDN*
(Insd.; FGIC),
3.20%, 12/1/98............... 1,000,000
1,100 Orange Cnty. WD Ctfs. Partn.,
Ser. B, VRDN*
(LC; National Westminster Bank plc),
3.00%, 12/1/98............... 1,100,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 3,000 Sacramento MUD, Ser. I,
(LC; Bayerische
Landesbank Girozentrale),
2.90%, 1/15/99............... $ 3,000,000
1,500 San Bernardino Cnty. TRAN's,
4.50%, 9/30/99............... 1,518,854
San Diego Cnty,
Tietor Obligation, Ser. B1,
(LC; Landesbank
Hessen Thuringen),
2,000 2.90%, 1/11/99............... 2,000,000
2,500 3.00%, 12/9/98............... 2,500,000
1,000 Santa Barbara Cnty. TRAN's,
4.50%, 6/30/99............... 1,004,626
872 Santa Clara Cnty. El Camino
Dist. Hosp. FAR,
Lease--VY Med. Ctr. Proj.,
Ser. A, VRDN*
(LC; Bayerische Vereinsbank AG),
2.50%, 12/1/98............... 872,000
1,200 Santa Clara Cnty. FAR,
VMC Fac. Replacement Proj.,
Ser. B, VRDN*
2.75%, 12/2/98............... 1,200,000
300 Stockton MFHR,
Mariners Pointe Assoc., Ser. A,
VRDN* (LC; Bank of America),
2.95%, 12/2/98............... 300,000
3,000 University of California,
Board of Regents, Ser. A,
3.00%, 12/7/98............... 3,000,000
----------
67,895,730
----------

Puerto Rico--2.1%
1,500 Puerto Rico Gov't. Dev. Bank,
2.85%, 12/14/98 ............. 1,500,000
----------

Total Investments
(amortized cost--$69,395,730+). 98.6% $ 69,395,730
Other Assets in Excess
of Liabilities................ 1.4 996,841
----- ----------

Total Net Assets ................ 100.0% $ 70,392,571
===== ==========

B-9

<PAGE>

November 30, 1998
Schedules of Investments (continued)
New York Municipal Portfolio

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
New York--94.7%
$ 1,400 Babylon IDA, RRR,
OFS Equity Babylon Proj.,
VRDN* (LC; Union Bank
of Switzerland),
3.15%, 12/1/98............... $ 1,400,000
3,100 Battery Park City Auth. Rev.,
6.50%, 5/1/99 (A)............ 3,136,590
1,002 Dutchess Cnty. GO,
4.00%, 6/15/99............... 1,003,811
Long Island Power Auth.,
Elec. Sys. Rev.,
1,000 Ser. 3, (LC; Westdeutsche
Landesbank),
3.10%, 1/7/99 ............... 1,000,000
690 Sub. Ser. 6, VRDN*
(LC; ABN-Amro Bank NV
& Morgan Guaranty Trust),
3.20%, 12/1/98 .............. 690,000
500 Massapequa USD TRAN's,
3.80%, 6/30/99 .............. 500,557
1,000 Monroe Cnty. BAN's,
4.00%, 7/23/99............... 1,002,475
1,600 Monroe Cnty. GO,
Public Improvements,
4.75%, 3/1/99................ 1,606,805
MTA Transit Facilities BAN's,
Special Obligation,
Ser. CP1-Sub. Ser. B,
(LC; ABN-Amro Bank NV),
1,000 3.00%, 1/14/99 .............. 1,000,000
3,000 3.05%, 2/5/99 ............... 3,000,000
3,000 Nassau Cnty. GO,
General Improvements,
Ser. T, (Insd.; FGIC),
5.125%, 9/1/99............... 3,039,164
Nassau Cnty. IDA, VRDN*
(LC; Morgan Guaranty Trust),
500 Civic Facilities Rev.,
Winthrop University Hosp. Proj.,
3.30%, 12/1/98............... 500,000
1,200 Research Facilities Rev.,
Cold Spring Harbor Lab. Proj.,
3.30%, 12/1/98............... 1,200,000
New York City GO,
250 Ser. B, VRDN*
(Insd.; FGIC),
3.50%, 12/1/98............... 250,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 100 Ser. B-Sub. Ser. B5, VRDN*
(Insd.; MBIA),
3.35%, 12/1/98............... $ 100,000
900 Ser. B-Sub. Ser. B6, VRDN*
(Insd.; MBIA),
3.35%, 12/1/98............... 900,000
1,000 Ser. B-Sub. Ser. B9,
(Insd.; Chase Manhattan Bank),
3.05%, 1/4/99................ 1,000,000
800 Sub. Ser. B2, VRDN*
(LC; Morgan Guaranty Trust),
3.50%, 12/1/98 800,000
600 Sub. Ser. B3, VRDN*
(LC; Morgan Guaranty Trust),
3.50%, 12/1/98............... 600,000
3,000 New York City Mun. Asst. Corp.,
Sub. Ser. K-3, VRDN*
(LC; Landesbank Hessen),
2.70%, 12/2/98............... 3,000,000
1,440 New York City MWFA,
Water & Sewer Sys. Rev.,
Ser. A, VRDN* (Insd.; FGIC),
3.75%, 12/1/98............... 1,440,000
1,200 New York City Transitional FAR,
Future Tax, Ser. C, VRDN*
3.30%, 12/1/98............... 1,200,000
New York City Trust CRR,
2,000 Carnegie Hall Proj.,VRDN*
(LC; Westdeutsche Landesbank),
3.20%, 12/2/98............... 2,000,000
1,700 Museum of Broadcasting Proj.,
VRDN* (LC; Kredietbank NV),
2.80%, 12/2/98............... 1,700,000
1,400 New York City Water Finance,
Ser. 5B,
3.25%, 12/7/98............... 1,400,000
1,000 New York City Water & Sewer,
Ser. 4, (LC; Westdeutsche
Landesbank),
3.10%, 1/7/99................ 1,000,000
New York St. DAR,
500 Cornell University,
Ser. B, VRDN*
3.30%, 12/1/98............... 500,000
Memorial Sloan-Kettering Cancer
Center, (LC; Chase Manhattan Bank),
Ser. 1989 A,
2,300 2.90%, 1/21/99............... 2,300,000
1,000 3.40%, 12/7/98............... 1,000,000

B-10

<PAGE>

New York Municipal Portfolio (cont'd.)
- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
New York (cont'd.)
$ 1,325 Metropolitan Museum of Art Proj.,
Ser. B, VRDN*
2.80%, 12/2/98............... $ 1,325,000
505 Miriam Osborn Memorial Home Proj.,
Ser. A, VRDN*
(LC; Banque de Paribas),
2.90%, 12/2/98............... 505,000
New York St. EFC,
2,000 Ser. 1992A, 3.35%, 12/3/98... 2,000,000
1,000 Ser. 1992A, 3.40%, 12/1/98... 1,000,000
1,500 Ser. 1997A, 3.15%, 1/8/99.... 1,500,000
3,000 New York St. ERDA, Gas Facilities Rev.,
Brooklyn Union Gas Proj.,
Ser. A2, VRDN*
(Insd.; MBIA),
3.05%, 12/2/98............... 3,000,000
New York St. ERDA, PCR,
1,100 New York St. Elec. & Gas Proj.,
Ser. D, VRDN*
(LC; First National
Bank of Chicago),
3.10%, 12/1/98............... 1,100,000
Niagara Mohawk Power Corp.
Proj., VRDN*
300 (LC; Morgan Guaranty Trust),
3.80%, 12/1/98............... 300,000
1,100 Ser. A,
(LC; Toronto-Dominion Bank),
3.30%, 12/1/98............... 1,100,000
600 Ser. B,
(LC; Morgan Guaranty Trust),
3.80%, 12/1/98............... 600,000
500 Ser. C,
(LC; Canadian Imperial
Bank of Commerce),
3.35%, 12/1/98............... 500,000
1,300 Rochester Gas & Elec. Co. Proj.,
Ser. A, VRDN*
(Insd.; MBIA),
2.80%, 12/2/98............... 1,300,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
New York St. GO, Ser. U,
$ 900 2.90%, 12/3/98............... $ 900,000
1,500 3.05%, 2/5/99................ 1,500,000
2,800 New York St. HFA,
Service Contract Obligation Rev.,
Ser. A, VRDN*
(LC; Commerzbank AG),
2.85%, 12/2/98............... 2,800,000
New York St. JDA, VRDN*
1,240 Ser. A1-A13,
3.15%, 12/1/98............... 1,240,000
995 Ser. B1-B21,
3.15%, 12/1/98............... 995,000
New York St. LGAC,
1,600 Ser. D, VRDN*
(LC; Societe Generale),
2.70%, 12/2/98............... 1,600,000
1,500 Ser. E, VRDN*
(LC; Canadian Imperial
Bank of Commerce),
2.65%, 12/2/98............... 1,500,000
New York St. PAR,
1,000 (LC; Commerzbank),
3.00%, 2/9/99 ............... 1,000,000
3,000 Ser. 4,
3.15%, 1/19/99 .............. 3,000,000
New York St. Thruway Auth.,
1,560 Emergency Highway,
Construction & Reconstruction,
Ser. A, (Insd.; FSA),
5.75%, 3/1/99 ............... 1,570,476
1,100 General Rev.,
VRDN* (LC; FGIC),
3.35%, 12/1/98 .............. 1,100,000
456 Niagara Cnty. IDA, IDR,
Pyron Corp. Proj., VRDN*
(LC; Chase Manhattan Bank),
3.20%, 12/2/98............... 456,000
Port Auth. of New York & New Jersey,
875 3.00%, 2/12/99............... 875,000
Versatile Structure Obl.,
1,700 Ser. 2, VRDN*
3.25%, 12/1/98............... 1,700,000
700 Ser. 5, VRDN*
3.35%, 12/1/98............... 700,000
1,287 Rockland Cnty. GO,
4.00%, 5/1/99 ............... 1,292,284

B-11

<PAGE>
November 30, 1998
Schedules of Investments (continued)

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 2,000 Sachem Central School Dist.
Holbrook TAN's,
4.00%, 6/25/99 .............. $ 2,004,338
1,000 Saint Lawrence Cnty. IDA, EIR,
Reynolds Metals Co. Proj., VRDN*
(LC; Royal Bank of Canada),
3.20%, 12/2/98............... 1,000,000
495 Schenectady GO,
Public Improvements,
(Insd.; AMBAC),
4.90%, 5/15/99 .............. 497,391
1,000 Suffolk Cnty. IDA, IDR,
Nissequogue Cogen Ptnrs. Proj.,
VRDN* (LC; Toronto-
Dominion Bank),
2.95%, 12/2/98............... 1,000,000

- ---------------------------------------------------------
Principal
Amount
(000) Value
- ---------------------------------------------------------
$ 450 Wallkill IDA, PCR,
Reynolds Metals Co. Proj.,
VRDN* (LC; Dresdner
Bank AG),
3.40%, 12/2/98............... $ 450,000
----------
79,679,891
----------

Puerto Rico--1.2%
1,000 Puerto Rico Gov't. Dev. Bank,
2.90%, 12/17/98 ............. 1,000,000
----------
Total Investments
(amortized cost--$80,679,891+). 95.9% $80,679,891
Other Assets in Excess
of Liabilities................ 4.1 3,468,414
----- ----------
Total Net Assets................. 100.0% $84,148,305
===== ==========

- ----------
+ Federal income tax basis of portfolio securities is the same as for financial
reporting purposes.

* Variable Rate Demand Notes (VRDN) are instruments whose interest rates change
on a specified date (such as a coupon date or interest payment date).
Maturity date shown is date of next rate change.

** Floating rate securities are instruments whose interest rates vary with
changes in a designated base rate (such as the prime interest rate). Maturity
date shown reflects the later of the next interest rate date or the next put
date.

(A)Pre-refunded to the date shown. Collateralized by U.S. Government securities
and cash which are held in escrow and are used to pay principal and interest
and to retire the bonds in full at the earliest refunding date.

See accompanying notes to financial statements.

B-12

<PAGE>

General Abbreviations:

ADApartment Development
AIR Airport Improvement Revenue
AMBAC American Mortgage Bond Assurance Corporation
BAN Bond Anticipation Note
BFA Business Finance Authority
CDR Community Development Revenue
CFR Civic Facility Revenue
CRR Cultural Resources Revenue
CS Credit Support
DA Development Authority
DAR Dormitory Authority Revenue
DWR Department of Water Resources
EDA Economic Development Authority
EDAR Economic Development Authority Revenue
EDFAR Economic Development Financing
Authority Revenue
EDR Economic Development Revenue
EEIR Education Equipment & Improvement Revenue
EFAR Educational Facilities Authority Revenue
EFC Environmental Facilities Corporation
EFR Electric Facilities Revenue
EIERA Environmental Improvement & Energy
Resource Authority
EIR Environment Improvement Revenue
ELR Educational Loan Revenue
ERDA Energy Research & Development Authority
FA Finance Authority
FAGR Finance Agency Revenue
FAR Finance Authority Revenue
FGIC Financial Guaranty Insurance Corporation
FSA Financial Security Assurance
GAR General Authority Revenue
GFR General Fund Revenue
GO General Obligation
HAR Hospital Authority Revenue
HDA Housing Development Authority
HEA Higher Education Authority
HEAA Higher Education Assistance Revenue
HEL Higher Education Loan
HF Housing Finance
HFA Housing Finance Authority
HFAMR Housing Finance Agency Mortgage Revenue
HFASFR Housing Finance Authority Single Family Revenue
HFC Housing Finance Committee
HFDCR Health Facilities Development Corporation Revenue
HFF Health Facilities Financing
HFFAR Health Facilities Financing Authority Revenue
HFR Health Facilities Revenue
HHEFAR Health & Higher Educational Facilities
Authority Revenue
HR Hospital Revenue
HMFA Housing Mortgage Finance Authority
HMFC Housing Mortgage Finance Corporation
ID Industrial Development
IDA Industrial Development Agency
IDB Industrial Development Board
IDR Industrial Development Revenue
IFA Industrial Finance Agency
JDA Job Development Authority
LC Letter of Credit
LGAC Local Government Assistance Corp.
MBIA Municipal Bond Investors Assurance
MFA Municipal Finance Authority
MFHR Multiple Family Housing Revenue
MMR Multiple Family Mortgage Revenue
MTA Metropolitan Transportation Authority
MUD Municipal Utility District
MUDER Municipal Utility District Electric Revenue
MWFA Municipal Water Finance Authority
MWFSSR Municipal Water Finance Sewer System Revenue
PAR Power Authority Revenue
PCC Pollution Control Corporation
PCFA Pollution Control Financing Authority
PCFR Pollution Control Facilities Revenue
PCR Pollution Control Revenue
PFA Public Facility Authority
PPA Public Power Authority
PPR Public Power Revenue
PSA Public School Authority
PSFG Permanent School Fund Guaranty
PSR Power Supply Revenue
RAN Revenue Anticipation Note
RRR Resource Recovery Revenue
SCD Statewide Communities Development
SLMA Student Loan Marketing Association
SLR Student Loan Revenue
STR Sales Tax Revenue
SWDR Solid Waste Disposal Revenue
TA Transportation Authority
TAN Tax Anticipation Note
TRAN Tax Revenue Anticipation Note
USD Unified School District
WD Water District
WDA Waste Disposal Authority

B-13
<PAGE>

November 30, 1998
Statements of Assets and Liabilities

<TABLE>
<CAPTION>
General California New York
Primary Government Municipal Municipal Municipal
Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at value
(amortized cost --
$2,515,901,430, $111,353,077,
$162,897,340, $69,395,730 and
$80,679,891, respectively)..... $2,515,901,430 $ 111,353,077 $ 162,897,340 $ 69,395,730 $ 80,679,891
Cash............................. 150,239 88,863 63,560 87,518 64,712
Receivable from investments called -- -- 6,100,000 -- --
Receivable from investments sold. -- -- -- -- 1,500,000
Receivable from capital stock sold 54,477,950 862,853 1,775,899 576,116 1,668,420
Interest receivable.............. 6,284,036 55,911 1,152,865 409,718 340,163
Prepaid expenses and other assets 119,769 13,730 15,945 4,436 4,430
-------------- -------------- -------------- ------------- -------------
Total Assets..................... 2,576,933,424 112,374,434 172,005,609 70,473,518 84,257,616
-------------- -------------- -------------- ------------- -------------

Liabilities
Payable for capital stock redeemed 171,814 30,618 400 -- 10,379
Investment advisory fee payable.. 114,457 6,105 9,006 3,858 4,568
Distribution fee payable......... 70,166 3,087 4,699 1,929 2,284
Dividends payable................ 3,427,026 146,324 123,344 44,640 54,957
Other payables and accrued
expenses....................... 711,307 42,391 52,134 30,520 37,123
-------------- -------------- -------------- ------------- -------------
Total Liabilities................ 4,494,770 228,525 189,583 80,947 109,311
-------------- -------------- -------------- ------------- -------------
Total Net Assets................. $2,572,438,654 $ 112,145,909 $ 171,816,026 $ 70,392,571 $ 84,148,305
============== ============== ============== ============= =============

Composition of Net Assets
Par value ($.0001 per share,
10 billion shares
authorized for each portfolio). $ 257,248 $ 11,217 $ 17,191 $ 7,042 $ 8,417
Paid-in-capital in excess of par. 2,572,182,062 112,134,432 171,850,296 70,416,976 84,164,483
Accumulated net realized gain
(loss) on investments.......... (656) 260 (51,461) (31,447) (24,595)
-------------- -------------- -------------- ------------- -------------
Total Net Assets................. $2,572,438,654 $ 112,145,909 $ 171,816,026 $ 70,392,571 $ 84,148,305
============== ============== ============== ============= =============

Shares outstanding............... 2,572,478,480 112,167,842 171,909,991 70,424,019 84,172,900
-------------- -------------- -------------- ------------- -------------
Net asset value per share........ $1.00 $1.00 $1.00 $1.00 $1.00
============== ============== ============== ============= =============
</TABLE>

See accompanying notes to financial statements.

B-14
<PAGE>

Year ended November 30, 1998
Statements of Operations

Investment Income
Interest......................... $126,036,448 $ 5,204,436 $ 5,719,947 $ 2,125,059 $ 2,616,666
-------------- -------------- -------------- ------------- -------------

Operating Expenses
Investment advisory fee.......... 9,186,601 471,925 777,022 321,580 381,464
Distribution fee................. 5,616,626 236,677 403,901 160,790 190,732
Transfer and dividend
disbursing agent fees.......... 1,521,988 44,715 59,897 20,948 50,822
Administrative services fee...... 1,109,614 44,808 79,380 31,986 33,704
Shareholder services fee......... 451,367 20,236 33,375 12,847 17,732
Registration fees................ 175,567 17,522 30,531 2,567 2,075
Custodian fees................... 157,853 35,041 43,038 14,943 18,017
Reports and notices to
shareholders................... 146,025 3,140 4,711 1,570 1,570
Audit fees....................... 47,862 14,372 14,636 14,290 14,297
Directors' fees and expenses..... 33,961 27,230 27,248 27,219 27,224
Legal fees....................... 31,784 1,304 2,220 874 1,013
Miscellaneous.................... 134,684 7,809 10,333 4,274 5,994
-------------- -------------- -------------- ------------- -------------
Total operating expenses....... 18,613,932 924,779 1,486,292 613,888 744,644
Less: Investment advisory
fee waived.................. -- (1,581) -- -- --

Less: Expenses offset.......... (48,672) (3,774) (6,955) (4,260) (4,302)
-------------- -------------- -------------- ------------- -------------
Net operating expenses......... 18,565,260 919,424 1,479,337 609,628 740,342
-------------- -------------- -------------- ------------- -------------
Net investment income....... 107,471,188 4,285,012 4,240,610 1,515,431 1,876,324
Net realized gain (loss)
on investments................. 449 523 (709) -- --
-------------- -------------- -------------- ------------- -------------
Net increase in net assets
resulting from operations........ $107,471,637 $ 4,285,535 $ 4,239,901 $ 1,515,431 $ 1,876,324
============== ============== ============== ============= =============

</TABLE>

See accompanying notes to financial statements.

B-15

<PAGE>
Statements of Changes in Net Assets

Primary Portfolio Government Portfolio
-------------------------------- --------------------------------
Year ended November 30, Year ended November 30,
--------------------------------- --------------------------------
1998 1997 1998 1997
---------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Operations
Net investment income ............ $ 107,471,188 $ 91,488,606 $ 4,285,012 $ 4,459,722
Net realized gain (loss)
on investments ................. 449 (1,017) 523 (125)
---------------- -------------- -------------- ---------------

Net increase in net assets
resulting from operations ..... 107,471,637 91,487,589 4,285,535 4,459,597
---------------- -------------- -------------- ---------------

Dividends and Distributions
to Shareholders
Net investment income ............ (107,471,188) (91,488,606) (4,285,012) (4,459,722)
Net realized gains ............... -- -- -- --
---------------- -------------- -------------- ---------------
Total dividends and
distributions to shareholders... (107,471,188) (91,488,606) (4,285,012) (4,459,722)

Capital Stock Transactions

Net proceeds from sales .......... 14,416,847,565 13,181,820,880 642,903,095 654,106,085
Reinvestment of dividends
and distributions .............. 106,839,942 90,685,550 4,257,414 4,444,709
Cost of shares redeemed .......... (14,117,821,757) (12,818,513,719) (634,993,342) (659,707,954)
---------------- -------------- -------------- ---------------
Net increase (decrease) in
net assets from capital stock
transactions ................... 405,865,750 453,992,711 12,167,167 (1,157,160)

Total increase (decrease) in
net assets ..................... 405,866,199 453,991,694 12,167,690 (1,157,285)

Net Assets
Beginning of year ................ 2,166,572,455 1,712,580,761 99,978,219 101,135,504
End of year ...................... $ 2,572,438,654 $2,166,572,455 $ 112,145,909 $ 99,978,219
================ ============== ============== ===============
</TABLE>

B-16

<PAGE>

Statements of Changes in Net Assets - Continued

<TABLE>
<CAPTION>
General Municipal Portfolio California Municipal Portfolio New York Municipal Portfolio
-------------------------------- ------------------------------ ----------------------------
Year ended November 30, Year ended November 30, Year ended November 30,
-------------------------------- ------------------------------ ----------------------------
1998 1997 1998 1997 1998 1997
---------------- -------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Operations
Net investment income ............ $ 4,240,610 $ 3,642,482 $ 1,515,431 $ 1,517,212 $ 1,876,324 $ 1,701,134
Net realized gain (loss)
on investments .................. (709) (1,853) -- (593) -- (794)
---------------- -------------- -------------- -------------- ------------- -------------
Net increase in net assets
resulting from operations ...... 4,239,901 3,640,629 1,515,431 1,516,619 1,876,324 1,700,340
---------------- -------------- -------------- -------------- ------------- -------------

Dividends and Distributions
to Shareholders
Net investment income.............. (4,240,610) (3,642,482) (1,515,431) (1,517,212) (1,876,324) (1,701,134)
Net realized gains................. -- -- -- -- -- --
---------------- -------------- -------------- -------------- ------------- -------------
Total dividends and
distributions to shareholders. (4,240,610) (3,642,482) (1,515,431) (1,517,212) (1,876,324) (1,701,134)
---------------- -------------- -------------- -------------- ------------- -------------

Capital Stock Transactions
Net proceeds from sales ........... 1,032,098,542 910,670,497 429,969,028 389,323,623 500,835,718 452,234,876
Reinvestment of dividends
and distributions ............... 4,223,116 3,612,892 1,513,776 1,513,811 1,879,639 1,646,954
Cost of shares redeemed ........... (1,001,476,568) (899,591,683) (416,803,566) (388,484,165) (491,805,768) (440,638,442)
---------------- -------------- -------------- -------------- ------------- -------------
Net increase (decrease) in
net assets from capital stock
transactions ................... 34,845,090 14,691,706 14,679,238 2,353,269 10,909,589 13,243,388
---------------- -------------- -------------- -------------- ------------- -------------
Total increase (decrease) in
net assets....................... 34,844,381 14,689,853 14,679,238 2,352,676 10,909,589 13,242,594

Net Assets
Beginning of year ................. 136,971,645 122,281,792 55,713,333 53,360,657 73,238,716 59,996,122
---------------- -------------- -------------- -------------- ------------- -------------
End of year ....................... $ 171,816,026 $ 136,971,645 $ 70,392,571 $ 55,713,333 $ 84,148,305 $ 73,238,716
================ ============== ============== ============== ============= =============

</TABLE>

See accompanying notes to financial statements.

B-17
<PAGE>

November 30, 1998

Notes to Financial Statements

1. Organization and Significant Accounting Policies

OCC Cash Reserves (the "Fund") is registered under the Investment Company
Act of 1940 as an open-end management investment company. The Fund has five
portfolios: the Primary Portfolio ("Primary"), the Government Portfolio
("Government"), the General Municipal Portfolio ("General"), the California
Municipal Portfolio ("California") and the New York Municipal Portfolio ("New
York"). Each Portfolio is considered to be a separate entity for financial
reporting and tax purposes. OpCap Advisors (the "Adviser") and OCC Distributors
(the "Distributor"), both subsidiaries of Oppenheimer Capital, serve as each
Portfolio's adviser and distributor, respectively.

The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. The following is a summary of significant accounting policies
consistently followed by the Fund in the financial statements:

(a) Valuation of Investments

Each Portfolio values its investments on the basis of amortized cost which
approximates market value. The amortized cost method involves valuing a security
at cost on the date of purchase and thereafter assuming a constant dollar
amortization to maturity of the difference between the principal amount due at
maturity and the initial cost of the security.

(b) Federal Income Taxes

Each Portfolio intends to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and distributes
substantially all of its taxable and non-taxable income to its shareholders;
accordingly, no Federal income tax provision is required.

Securities transactions are accounted for on the trade date. Cost of
securities sold is determined on the basis of identified cost. Interest income
is accrued as earned. Premiums are amortized and discounts are accreted to
interest income over the lives of the respective securities.

(d) Dividends and Distributions

Dividends from net investment income are declared daily and paid monthly by
each Portfolio. Distributions of net realized capital gains, if any, are
declared and paid at least annually by each Portfolio.

(e) Repurchase Agreements

Each Portfolio may enter into repurchase agreements as part of its
investment program. The Portfolios' custodian takes possession of the collateral
pledged by the counterparty. The collateral is marked-to-market daily to ensure
that the value, plus accrued interest, is at least equal to the repurchase
price. In the event of default of the obligor to repurchase, the Portfolio has
the right to liquidate the collateral and apply the proceeds in satisfaction of
the obligation. Under certain circumstances, in the event of default or
bankruptcy by the counterparty to the agreement, realization and/or retention of
the collateral or proceeds may be subject to legal proceedings.

(f) Expense Allocations

Expenses specifically identifiable to a particular Portfolio are borne by
that Portfolio. Other expenses are allocated to each Portfolio based on its net
assets in relation to the total net assets of all applicable Portfolios or on
another reasonable basis.

(g) Expenses Offset

The Fund benefits from expense offset arrangements with its custodian bank
and transfer agent where uninvested cash balances earn credits that reduce
monthly expenses. Had these cash balances been invested in income producing
securities, they would have generated income for the Fund.

(h) Directors' Fees and Expenses

On October 19, 1998, the Fund adopted a retirement plan that provides for
payments upon retirement to independent directors based on the average annual
compensation paid to them during their five highest paid years of service. An
independent director must serve for a minimum of seven years (or such lesser
period as may be approved by the board) to become eligible to receive benefits.
The effective date of the retirement plan is December 1, 1998, therefore, no
expenses have been accrued for the year ended November 30, 1998.

B-18
<PAGE>
2. Investment Advisory Fee and Distribution Fee

(a) Under the Investment Advisory Agreement, each Portfolio pays the
Adviser a monthly investment advisory fee at the annual rate of .50% on the
first $100 million of average daily net assets, .45% on the next $200 million of
average daily net assets, and .40% on average daily net assets in excess of $300
million. The Adviser is contractually obligated to waive its fees and/or
reimburse operating expenses to the extent that total operating expenses of a
Portfolio exceed 1.00% of its average daily net assets (net of expenses offset)
for any fiscal year. For the year ended November 30, 1998, the Adviser waived
$1,581 in investment advisory fees for Government.

(b) Under the Distribution Assistance Plan, each Portfolio pays the Adviser
a monthly fee at an annual rate of .25% of its average daily net assets and the
Adviser uses such amounts in their entirety for (i) payments to broker-dealers,
banks and other financial intermediaries for their distribution assistance
provided to the Portfolio and (ii) otherwise promoting the sale of shares of the
Fund.

3. Purchases and Sales of Securities

For the year ended November 30, 1998, purchases and sales/maturities of
investment securities were: Primary $17,067,449,527 and $16,813,395,669,
respectively; Government $1,885,667,319 and $1,878,886,974, respectively;
General $819,750,745 and $791,622,166, respectively; California $323,225,562 and
$308,194,000, respectively; and New York $408,422,740 and $400,246,025,
respectively. 4. Financial Instruments and Associated Risks

Each Portfolio invests in issues with a remaining maturity of thirteen
months or less and are rated high quality by a nationally recognized statistical
rating organization or, if not rated, are judged by the Adviser to be of
comparable quality. Primary maintains portfolio diversification to reduce
investment risk by not investing more than 25% of its total assets in securities
of issuers conducting their principal business activities in any one industry,
except that under normal circumstances at least 25% of its total assets will be
invested in bank obligations. At November 30, 1998, major industry
concentrations were as follows: Banking--32.8%, Finance--13.9%,
Automotive--11.6%, Sovereign--9.1% and U.S. Government Agencies--7.5%.
Government's portfolio is concentrated in issues of, or guaranteed by, the U.S.
Government and/or its agencies and is diversified with respect to its
investments in repurchase agreements. General maintains a diversified portfolio
of short-term obligations issued by states, territories and possessions of the
United States and by the District of Columbia and by their political
subdivisions and duly constituted authorities. California and New York maintain
portfolios of short-term obligations issued by the States of California and New
York, respectively, and their political subdivisions. Effective July 1, 1998,
and in accordance with Rule 2a-7, as amended, single state funds were required
to be diversified with respect to 75% of their total assets. Accordingly,
California and New York maintain diversified portfolios with respect to 75% of
their total assets. Issuers' abilities to meet their obligations may be affected
by economic and political developments in a specific state, region or industry.
Certain short-term debt obligations held by the Portfolios may be entitled to
the benefit of standby letters of credit or other guarantees of banks or other
financial institutions.

5. Capital Loss Carryforward

At November 30, 1998, accumulated net realized capital loss carryforwards
available as a reduction against future net realized capital gains for Federal
income tax purposes were: Primary--$656 which will expire in 2005.
General--$51,461 of which $1,302 will expire in 1999, $13,801 will expire in
2000, $299 will expire in 2001, $33,497 will expire in 2003, $1,853 will expire
in 2005 and $709 will expire in 2006. General had $29,512 in capital loss
carryforwards expire on November 30, 1998. Such amount has been reclassed to
additional paid-in capital to reflect General's federal tax cost basis of
available accumulated realized capital loss carryforwards. California--$31,447
of which $730 will expire in 1999, $5,856 will expire in 2000, $1,137 will
expire in 2001, $13,827 will expire in 2003, $9,304 will expire in 2004 and $593
will expire in 2005 and New York--$24,595 of which $3,198 will expire in 2000,
$934 will expire in 2001, $19,669 will expire in 2003 and $794 will expire in
2005. Primary and Government utilized $449 and $263, respectively, of capital
loss carryforwards for the year ended November 30, 1998. To the extent that
these capital loss carryforwards are used to offset future net realized capital
gains, the gains offset will not be distributed to shareholders.

B-19
<PAGE>

Financial Highlights (For a share outstanding throughout each year)

<TABLE>
<CAPTION>
Income From Dividends
Investment Operations And Distributions
--------------------------------------------------------- -------------------------------------------
Dividends to
Net Asset Net Total Shareholders Distributions Total
Value, Net Realized Income from from Net to Shareholders Dividends and
Beginning Investment Gain/(Loss) Investment Investment from Net Distributions
of Year Income on Investments Operations Income Realized Gains to Shareholders

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

Government Portfolio

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

<CAPTION>
Ratios to
Average Net Assets
Net Asset Net Assets --------------------------
Value End of Net Net
End of Total Year Operating Investment
Year Return* (millions) Expenses(3) Income
Primary Portfolio
<S> <C> <C> <C> <C> <C>
Year ended Nov. 30, 1998 $ 1.000 4.90% $ 2,572.4 0.83%(2) 4.78%(2)
Year ended Nov. 30, 1997 1.000 4.85% 2,166.6 0.85% 4.75%
Year ended Nov. 30, 1996 1.000 4.69% 1,712.6 0.91% 4.60%
Year ended Nov. 30, 1995 1.000 5.19% 1,671.1 0.94% 5.07%
Year ended Nov. 30, 1994 1.000 3.26% 1,453.8 0.91% 3.21%

Government Portfolio

Year ended Nov. 30, 1998 $ 1.000 4.63% $ 112.1 0.98%(1,2) 4.53%(1,2)
Year ended Nov. 30, 1997 1.000 4.60% 100.0 0.98%(1) 4.51%(1)
Year ended Nov. 30, 1996 1.000 4.51% 101.1 1.00%(1) 4.41%(1)
Year ended Nov. 30, 1995 1.000 5.02% 108.6 1.00%(1) 4.91%(1)
Year ended Nov. 30, 1994 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.

B-20
<PAGE>
Income from Investment Operations

<TABLE>
<CAPTION>
Dividends to
Net Asset Net Total Shareholders
Value, Net Realized Income from from Net
Beginning Investment Gain/(Loss) Investment Investment
of Year Income on Investments Operations Income
<S> <C> <C> <C> <C> <C>
General Municipal Portfolio

Year ended Nov. 30, 1998 $ 1.000 $ 0.026 ($ 0.000) $ 0.026 ($ 0.026)
Year ended Nov. 30, 1997 1.000 0.027 (0.000) 0.027 (0.027)
Year ended Nov. 30, 1996 1.000 0.025 0.000 0.025 (0.025)
Year ended Nov. 30, 1995 1.000 0.031 0.000 0.031 (0.031)
Year ended Nov. 30, 1994 1.000 0.020 (0.000) 0.020 (0.020)

<CAPTION>
Ratios to Average Net Assets
Net Asset Net Assets, -----------------------------
Capital Value End of Net Net
Contribution End of Total Year Operating Investment
by Adviser Year Return* (millions) Expenses(3) Income
<S> <C> <C> <C> <C> <C> <C>
General Municipal Portfolio

Year ended Nov. 30, 1998 -- $ 1.000 2.66% $ 171.8 0.92%(2) 2.62%(2)
Year ended Nov. 30, 1997 -- 1.000 2.74% 137.0 0.96%(1) 2.70%(1)
Year ended Nov. 30, 1996 -- 1.000 2.56% 122.3 0.99%(1) 2.53%(1)
Year ended Nov. 30, 1995 -- 1.000 3.11% 116.0 0.93%(1) 3.07%(1)
Year ended Nov. 30, 1994 -- 1.000 2.04% 108.7 0.90%(1) 2.01%(1)

</TABLE>

Year ended Nov. 30, 1998 $ 1.000 $ 0.024 -- $ 0.024 ($ 0.024)
Year ended Nov. 30, 1997 1.000 0.026 ($ 0.000) 0.026 (0.026)
Year ended Nov. 30, 1996 1.000 0.024 -- 0.024 (0.024)
Year ended Nov. 30, 1995 1.000 0.031 (0.008) 0.023 (0.031)
Year ended Nov. 30, 1994 1.000 0.020 (0.000) 0.020 (0.020)

Net Asset Net Assets,
Capital Value End of Net Net
Contribution End of Total Year Operating Investment
by Adviser Year Return* (millions) Expenses(3) Income
<S> <C> <C> <C> <C> <C> <C>
California Municipal Portfolio

Year ended Nov. 30, 1998 -- $ 1.000 2.39% $ 70.4 0.95%(2) 2.36%(2)
Year ended Nov. 30, 1997 -- 1.000 2.68% 55.7 0.90%(1) 2.64%(1)
Year ended Nov. 30, 1996 -- 1.000 2.42% 53.4 0.85%(1) 2.42%(1)
Year ended Nov. 30, 1995 $ 0.008 1.000 3.10% 75.9 0.82%(1) 3.05%(1)
Year ended Nov. 30, 1994 -- 1.000 1.99% 61.3 0.85%(1) 1.99%(1)
</TABLE>

Year ended Nov. 30, 1998 $1.000 $0.025 -- $0.025 ($0.025)
Year ended Nov. 30, 1997 1.000 0.026 ($0.000) 0.026 (0.026)
Year ended Nov. 30, 1996 1.000 0.025 -- 0.025 (0.025)
Year ended Nov. 30, 1995 1.000 0.030 0.000 0.030 (0.030)
Year ended Nov. 30, 1994 1.000 0.019 (0.000) 0.019 (0.019)

Year ended Nov. 30, 1998 -- $ 1.000 2.50% $ 84.1 0.98%(2) 2.46%(2)
Year ended Nov. 30, 1997 -- 1.000 2.66% 73.2 0.98%(1) 2.63%(1)
Year ended Nov. 30, 1996 -- 1.000 2.50% 60.0 0.97%(1) 2.45%(1)
Year ended Nov. 30, 1995 -- 1.000 3.07% 52.3 0.79%(1) 3.02%(1)
Year ended Nov. 30, 1994 -- 1.000 1.92% 48.0 0.82%(1) 1.90%(1)
</TABLE>

- --------------
(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.

B-21
<PAGE>
Report of Independent Accountants

To the Shareholders and Board of Directors of OCC Cash Reserves

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Primary Portfolio, Government
Portfolio, General Municipal Portfolio, California Municipal Portfolio and New
York Municipal Portfolio (constituting OCC Cash Reserves, hereafter referred to
as the "Portfolio") at November 30, 1998, the results of each of their
operations for the year then ended, the changes in each of their net assets for
each of the two years in the period then ended and the financial highlights for
each of the five years in the period then ended, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Portfolio's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at November 30, 1998 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
January 22, 1999

B-22