RESERVE PRIVATE EQUITY SERIES
N-30D, 1995-09-11
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<PAGE>   1

                       REPORT OF INDEPENDENT ACCOUNTANTS


To The Shareholders and Board of Trustees of The Reserve Private Equity Series:

         We have audited the accompanying statement of assets and liabilities,
including the schedule of portfolio investments, of the Informed Investors Fund
(one of the Funds of the Reserve Private Equity  Series) as of May 31, 1995,
and the related statement of operations, the statement of changes in net assets
and the financial highlights for the period December 28, 1994 (commencement of
operations) through May 31, 1995.  These financial statements and financial
highlights are the responsibility of the Fund's management.  Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.

         We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of May 31, 1995 by correspondence with the custodian and brokers.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

         In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of the Informed Investors Fund of the Reserve Private Equity Series as
of May 31, 1995, the results of its operations, the changes in its net assets,
and its financial highlights for the period referred to above, in conformity
with generally accepted accounting principles.



                                                        COOPERS & LYBRAND L.L.P.
New York, New York
June 23, 1995
<PAGE>   2
              RESERVE INFORMED INVESTORS GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 1995



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Reserve Informed Investors Growth Fund is a seperate series of shares
     issued by Reserve Private Equity Series (the "Trust").  The Trust was
     formed under Delaware law as a Delaware business trust.  The Fund is
     registered under the Investment Company Act of 1940, as amended, as a
     non-diversified open-end management investment company.  There are an
     unlimited number of shares of beneficial interest of $.001 par value
     authorized in each series.  The accounting policies summarized below are
     consistently followed in the preparation of the financial statements in
     conformity with generally accepted accounting principles.

     SECURITY VALUATION

     Portfolio securities are stated at value.  A security listed or traded on
     an exchange is valued at its last sale price on the exchange where the
     security is principally traded or, lacking any sales on a particular day,
     the security is valued at the mean between the closing bid and asked
     prices on that day.  Each security traded in the over-the-counter market
     is valued at the mean between its quoted bid and asked prices.

     SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities transactions are recorded on the trade date.  Dividend income
     and distributions to shareholders are recorded on the ex-dividend dates.
     Interest income is accrued daily.  Realized gains and losses from
     securities transactions and unrealized appreciation or depreciation of
     securities are reported on the identified cost basis for both financial
     statement and Federal income tax purposes.

     Income distributions and capital gain distributions are determined in
     accordance with income tax regulations which may differ from generally
     accepted accounting principles.  These differences are primarily due to
     differing treatments for net operating losses.  The effect of these
     differences for the year ended May 31, 1995 decreased undistributed net
     investment loss by $38,948 and decreased aggregate paid in capital by
     $38,948.

     EXPENSES

     Each series charged only for its direct or allocated (in proportion to net
     assets) share of expenses.

     FEDERAL INCOME TAXES

     It is the Trust's policy to comply with Subchapter M of the Internal
     Revenue Code and to distribute substantially all of its taxable income to
     its shareholders.  Accordingly, no Federal income tax provision is
     required.

2.   INVESTMENT ACTIVITY

     Purchases and sales of securities for the period December 28, 1994
     (Commencement of Operations) through May 31, 1995, other than short-term
     securities, aggregated $8,905,639 and $3,189,520 respectively.
<PAGE>   3
              RESERVE INFORMED INVESTORS GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)



3.   INVESTMENT MANAGEMENT AGREEMENT

     Reserve Management Company, Inc. (RMCI), serves as the Fund's investment
     adviser and pays substantially all ordinary operating expenses of the Fund
     for which it receives a comprehensive fee at an annual rate of 1.50% of
     the average daily net assets of the Fund.  RMCI is a shareholder of the
     Fund.

4.   DISTRIBUTION ASSISTANCE

     Pursuant to a Distribution Plan, the Fund will make payments of .25% per
     annum of the average daily net assets of shareholder accounts as to which
     the payee has rendered distribution assistance.  During the period, the
     Fund paid $6,015 in distribution expenses to RMCI.

5.   CAPITAL SHARE TRANSACTIONS

     Transactions in capital stock for the period December 28, 1994
     (commencement of operations) through May 31, 1995 were as follows:


<TABLE>
<CAPTION>
                            Shares                            Amount   
                          ---------                         ----------
     <S>                    <C>                             <C>
     Share sold             634,326                         $6,422,521
     Redeemed               (64,254)                          (656,742)
                          ---------                         ---------- 
     Net Increase           570,072                         $5,765,779
                          =========                         ==========
</TABLE>
<PAGE>   4
                     RESERVE INFORMED INVESTORS GROWTH FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                  MAY 31, 1995



<TABLE>
<S>                                                                                                        <C>
ASSETS
Investment in securities, at value
(cost $5,495,629)                                                                                          $6,826,488
Cash                                                                                                          184,181
Receivable for investment securities sold                                                                     110,002
Dividends receivable                                                                                              875
                                                                                                           ----------
    Total Assets                                                                                            7,121,546
                                                                                                           ----------


LIABILITIES
Payable for fund shares redeemed                                                                               12,000
Payable for investment securities purchased                                                                   272,346
                                                                                                           ----------
    Total Liabilities                                                                                         284,346
                                                                                                           ----------


NET ASSETS                                                                                                 $6,837,200
                                                                                                           ==========

NET ASSETS CONSIST OF (Note 1)
Capital Stock (Par Value $.001 per share)                                                                  $      570
Additional paid in capital                                                                                  5,726,261
Accumulated net realized loss on investments                                                                 (220,490)
Net unrealized appreciation on investments (Note 1)                                                         1,330,859
                                                                                                           ----------

NET ASSETS, at value, applicable to 570,072 outstanding shares
    of Beneficial Interest (Note 5)                                                                        $6,837,200
                                                                                                           ==========

NET ASSET VALUE, and redemption price per share ($6,837,200 / 570,072)                                         $11.99
                                                                                                              =======
Maximum offering price per share (100/95.5 of $11.99)                                                          $12.55
                                                                                                              =======
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   5
                     RESERVE INFORMED INVESTORS GROWTH FUND
                            STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                  DECEMBER 28, 1994
                                                                                                  (COMMENCEMENT OF
                                                                                                 OPERATIONS) THROUGH
                                                                                                      MAY 31, 1995    
                                                                                               -----------------------
<S>                                                                      <C>                          <C>
INVESTMENT INCOME
Dividends                                                                                             $    3,154


EXPENSES
Comprehensive fee (Note 3)                                                   $36,087
12b-1 Fee (Note 4)                                                             6,015
                                                                           ---------
    Total Expenses                                                                                        42,102
                                                                                                      ----------


NET INVESTMENT LOSS                                                                                      (38,948)
                                                                                                      ---------- 

Realized and Unrealized Gain on Investments
Net realized loss on investment securities: (Note 1)
    Proceeds from sales of securities                                     3,189,520
    Cost of securities sold                                              (3,410,010)                    (220,490)
                                                                         ----------                              
Net unrealized appreciation on investments                                                             1,330,859
                                                                                                      ----------
Net realized and unrealized gain on investments                                                        1,110,369
                                                                                                      ----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                  $1,071,421
                                                                                                      ==========
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   6
                     RESERVE INFORMED INVESTORS GROWTH FUND
                       STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                               DECEMBER 28, 1994
                                                                                (COMMENCEMENT OF
                                                                               OPERATIONS) THROUGH
                                                                                   MAY 31, 1995     
                                                                             -----------------------
<S>                                                                                  <C>
INCREASE IN NET ASSETS
FROM INVESTMENT OPERATIONS:
    Net investment loss                                                              $  (38,948)
    Net realized loss from investments                                                 (220,490)
    Net unrealized appreciation                                                       1,330,859
                                                                                     ----------
    Net increase in net assets resulting from
       operations                                                                     1,071,421
FROM CAPITAL SHARE TRANSACTIONS (Note 5)
    Net proceeds from sales of shares                                                 6,422,521
    Cost of shares redeemed                                                            (656,742)
                                                                                     ---------- 
    Net increase in net assets resulting from
      share transactions                                                              5,765,779
                                                                                     ----------
NET INCREASE IN NET ASSETS                                                            6,837,200

NET ASSETS:
    Beginning of period                                                                       0
                                                                                     ----------
    End of period                                                                    $6,837,200
                                                                                     ==========
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   7
              RESERVE INFORMED INVESTORS GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)


6.  FINANCIAL HIGHLIGHTS (FOR ONE SHARE OUTSTANDING THROUGHOUT THE PERIOD)



<TABLE>
<CAPTION>
                                                             DECEMBER 28, 1994
                                                              (COMMENCEMENT OF
                                                            OPERATIONS) THROUGH
                                                                 MAY 31, 1995    
                                                             --------------------
    <S>                                                           <C>
    Net asset value, beginning of period                           $ 10.00
                                                                   -------
    Income from investment operations
         Net investment loss                                          (.07)
         Net realized and unrealized gain                             2.06
                                                                   -------
    Total from investment operations                                  1.99
                                                                   -------
    Net asset value, end of period                                 $ 11.99
                                                                   =======

    Total Return (2)                                                 19.90%(2)


    RATIOS/SUPPLEMENTAL DATA
    ------------------------

    Net assets in thousands, end of period                          $6,837
    Ratio of expenses to average net assets                           1.75%(1)
    Ratio of net investment loss to average
         net assets                                                  (1.62)%(1)

    Portfolio turnover rate                                             59%(1)
</TABLE>

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

    (1)  Annualized.

    (2)  Total return is not annualized, and does not reflect impact of sales
         load.
<PAGE>   8
                     RESERVE INFORMED INVESTORS GROWTH FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                  MAY 31, 1995



<TABLE>
<CAPTION>
   COMMON STOCKS                                                                                               VALUE
                                                                               SHARES                        (NOTE 1)
                                                                               ------                        --------
<S>                                                                            <C>                           <C>
   COMPUTER COMMUNICATIONS EQUIPMENT (7.5%)
*  Adaptec Inc.                                                                 7,200                         $ 216,900
*  3 Com Corp.                                                                  4,600                           294,400
                                                                                                             ----------
                                                                                                                511,300
                                                                                                             ----------
   ELECTRIC MEASUREMENT & TESTING INSTRUMENTS (9.7%)
*  Tencor Instruments                                                           4,400                           295,900
*  Teradyne Inc.                                                                6,800                           368,050
                                                                                                             ----------
                                                                                                                663,950
                                                                                                             ----------
   GENERAL INDUSTRIAL MACHINERY & EQUIPMENT  (1.6%)
   Helix Technology Corp.                                                       3,000                           114,000
                                                                                                             ----------

   OPTICAL INSTRUMENTS AND LENSES (4.1%)
*  KLA Instruments Corp.                                                        4,000                           279,000
                                                                                                             ----------

   PACKAGED SOFTWARE (9.6%)
*  Broderbund Software Inc.                                                     3,100                           139,500
*  Cadence Design Systems                                                       9,400                           279,650
   Computer Associates International Inc.                                       3,600                           235,800
                                                                                                             ----------
                                                                                                                654,950
                                                                                                             ----------
   RADIO, TV AND BROADCAST COMMUNICATION EQUIPMENT (8.0%)
*  Andrew Corp.                                                                11,250                           548,438
                                                                                                             ----------

   SEMICONDUCTOR, RELATED DEVICE (34.9%)
*  Altera Corp.                                                                 4,000                           311,500
*  Atmel Corp.                                                                  7,200                           316,800
*  Cypress Semiconductor Corp.                                                  5,100                           165,112
*  Integrated Device Technology Inc.                                            4,400                           191,400
   Intel Corp.                                                                  2,000                           224,500
   Linear Technology Corp.                                                      3,800                           232,750
   Micron Technology Inc.                                                      17,500                           780,938
*  Xilinx Inc.                                                                  1,900                           160,075
                                                                                                             ----------
                                                                                                              2,383,075
                                                                                                             ----------
   SPECIAL INDUSTRIAL MACHINERY (12.7%)
*  Applied Materials Inc.                                                       2,800                           215,600
*  Kulicke & Soffa Industries Inc.                                              3,300                           140,250
*  Lam Research Corp.                                                           6,300                           360,675
*  Novellus Systems Inc.                                                        2,500                           155,000
                                                                                                             ----------
                                                                                                                871,525
                                                                                                             ----------
   TELEPHONE & TELGRAPH APPARATUS (11.7%)
*  Tellabs Inc.                                                                15,900                           524,700
*  U.S. Robotics Corp.                                                          3,300                           275,550
                                                                                                             ----------
                                                                                                                800,250
                                                                                                             ----------

   TOTAL COMMON STOCKS (Cost $5,495,629) (99.8%)                                                              6,826,488

   Other assets, less liabilities (.2%)                                                                          10,712
                                                                                                             ----------
   NET ASSETS (100%)                                                                                         $6,837,200
                                                                                                             ==========
</TABLE>

   Value of investments are shown as a percentage of Net Assets.

*  Non-income producing security.

   For Federal income tax purposes the tax basis of investments owned at May
   31, 1995 was $5,495,629, the aggregated gross unrealized appreciation for
   all investments was $1,418,732 and aggregate gross unrealized depreciation
   for all investments was $87,873.

                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   9


                       REPORT OF INDEPENDENT ACCOUNTANTS


To The Shareholders and Board of Trustees of The Reserve Private Equity Series:

         We have audited the accompanying statement of assets and liabilities,
including the schedule of portfolio investments, of the Blue Chip Fund (one of
the Funds of the Reserve Private Equity  Series) as of May 31, 1995, and the
related statement of operations, the statement of changes in net assets and the
financial highlights for the period October 28, 1994 (commencement of
operations) through May 31, 1995.  These financial statements and financial
highlights are the responsibility of the Fund's management.  Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.

         We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of May 31, 1995 by correspondence with the custodian and brokers.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

         In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of the Blue Chip Fund of the Reserve Private Equity Series as of May
31, 1995, the results of its operations, the changes in its net assets, and its
financial highlights for the period referred to above, in conformity with
generally accepted accounting principles.



                                                        COOPERS & LYBRAND L.L.P.
New York, New York
June 23, 1995
<PAGE>   10
                   RESERVE BLUE CHIP GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 1995



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Reserve Blue Chip Growth Fund is a seperate series of shares issued by
     Reserve Private Equity Series (the "Trust").  The Trust was formed under
     Delaware law as a Delaware business trust.  The Fund is registered under
     the Investment Company Act of 1940, as amended, as a non-diversified
     open-end management investment company.  There are an unlimited number of
     shares of beneficial interest of $.001 par value authorized in each
     series.  The accounting policies summarized below are consistently
     followed in the preparation of the financial statements in conformity with
     generally accepted accounting principles.

     SECURITY VALUATION

     Portfolio securities are stated at value.  A security listed or traded on
     an exchange is valued at its last sale price on the exchange where the
     security is principally traded or, lacking any sales on a particular day,
     the security is valued at the mean between the closing bid and asked
     prices on that day.  Each security traded in the over-the-counter market
     is valued at the mean between its quoted bid and asked prices.

     SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities transactions are recorded on the trade date.  Dividend income
     and distributions to shareholders are recorded on the ex-dividend dates.
     Interest income is accrued daily.  Realized gains and losses from
     securities transactions and unrealized appreciation or depreciation of
     securities are reported on the identified cost basis for both financial
     statement and Federal income tax purposes.

     Income distributions and capital gain distributions are determined in
     accordance with income tax regulations which may differ from generally
     accepted accounting principles.  These differences are primarily due to
     differing treatments for net operating losses.  The effect of these
     differences for the year ended May 31, 1995 decreased undistributed net
     investment loss by $5,361, and decreased aggregate paid in capital by
     $5,361.

     EXPENSES

     Each series is charged only for its direct or allocated (in proportion to
     net assets) share of expenses.

     FEDERAL INCOME TAXES

     It is the Trust's policy to comply with Subchapter M of the Internal
     Revenue Code and to distribute substantially all of its taxable income to
     its shareholders.  Accordingly, no Federal income tax provision is
     required.

2.   INVESTMENT ACTIVITY

     Purchases and sales of securities, for the period October 28, 1994
     (commencement of operations) through May 31, 1995, other than short-term
     securities, aggregated $2,462,898 and $843,868  respectively.
<PAGE>   11
                   RESERVE BLUE CHIP GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)



3.   INVESTMENT MANAGEMENT AGREEMENT

     Reserve Management Company, Inc. (RMCI), serves as the Fund's investment
     adviser and pays substantially all ordinary operating expenses of the Fund
     for which it receives a comprehensive fee at an annual rate of 1.50% of
     the average daily net assets of the Fund.  RMCI waived comprehensive fees
     of $120.  Both RMCI and the Sub-Adviser, Trainer, Wortham & Company are
     shareholders of the Fund.

4.   DISTRIBUTION ASSISTANCE

     Pursuant to a Distribution Plan, the Fund will make payments of .25% per
     annum of the average daily net assets of shareholder accounts as to which
     the payee has rendered distribution assistance.  RMCI waived distribution
     assistance of $20.  During the period, the Fund paid $1923 in distribution
     expenses to RMCI.

5.   CAPITAL SHARE TRANSACTIONS

     Transactions in capital stock for the period October 28, 1994
     (commencement of operations) through May 31, 1995 were as follows:


<TABLE>
<CAPTION>
                            Shares                            Amount
                            -------                         ----------
     <S>                    <C>                             <C>
     Share sold             214,923                         $2,257,822
     Redeemed               (49,164)                          (520,420)
                            -------                         ----------
     Net Increase           165,759                         $1,737,402
                            =======                         ==========
</TABLE>
<PAGE>   12
                         RESERVE BLUE CHIP GROWTH FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                  MAY 31, 1995



<TABLE>
<S>                                                                                                    <C>
ASSETS
Investment in securities, at value
(cost $1,711,582)                                                                                         $ 1,880,444
Cash                                                                                                          506,014
Dividends receivable                                                                                            2,207
                                                                                                          -----------
    Total Assets                                                                                            2,388,665
                                                                                                          -----------


LIABILITIES
Payable for investment securities purchased                                                                   395,210
                                                                                                          -----------


NET ASSETS                                                                                                $ 1,993,455
                                                                                                          ===========

Net Assets consist of (Note 1)
Capital Stock (Par Value $.001 per share)                                                                 $       166
Additional paid in capital                                                                                  1,731,875
Undistributed net realized gain on investments                                                                 92,552
Net unrealized appreciation on investments (Note 1)                                                           168,862
                                                                                                          -----------

NET ASSETS, at value, applicable to 165,759 outstanding shares
    of Beneficial Interest (Note 5)                                                                       $ 1,993,455
                                                                                                          ===========

NET ASSET VALUE, and redemption price per share ($1,993,455 / 165,759)                                         $12.03
                                                                                                               ======
Maximum offering price per share (100/95.5 of $12.03)                                                          $12.60
                                                                                                               ======
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   13
                         RESERVE BLUE CHIP GROWTH FUND
                            STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                  OCTOBER 28, 1994
                                                                                                  (COMMENCEMENT OF
                                                                                                 OPERATIONS) THROUGH
                                                                                                      MAY 31, 1995
                                                                                                 -------------------
<S>                                                                        <C>                         <C>
INVESTMENT INCOME
Dividends                                                                                              $   7,957


EXPENSES
Comprehensive fee (Note 3)                                                  $11,535
12b-1 Fee (Note 4)                                                            1,923
                                                                            -------
Total expenses                                                               13,458
Less: Fees voluntarily waived by
        RMCI (Notes 3 and 4)                                                    140
                                                                            -------
Net Expenses                                                                                              13,318
                                                                                                       ---------

NET INVESTMENT LOSS                                                                                       (5,361)
                                                                                                       ---------
Realized and Unrealized Gain on Investments
Net realized gain on investment securities: (Note 1)
    Proceeds from sales of securities                                       843,868
    Cost of securities sold                                                (751,316)                      92,552
                                                                            -------
Net unrealized appreciation on investments                                                               168,862
                                                                                                       ---------
Net realized and unrealized gain on investments                                                          261,414
                                                                                                       ---------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                   $ 256,053
                                                                                                       =========
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   14
                         RESERVE BLUE CHIP GROWTH FUND
                       STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                OCTOBER 28, 1994
                                                                                (COMMENCEMENT OF
                                                                               OPERATIONS) THROUGH
                                                                                   MAY 31, 1995
                                                                               -------------------
<S>                                                                               <C>
INCREASE IN NET ASSETS
FROM INVESTMENT OPERATIONS:
    Net investment loss                                                           $      (5,361)
    Net realized gain from investments                                                   92,552
    Net unrealized appreciation from investments                                        168,862
                                                                                  -------------
    Net increase in net assets resulting from
       operations                                                                       256,053
                                                                                  -------------
FROM CAPITAL SHARE TRANSACTIONS (Note 5)
    Net proceeds from sales of shares                                                 2,257,822
    Cost of shares redeemed                                                            (520,420)
                                                                                  -------------
    Net increase in net assets resulting from
      share transactions                                                              1,737,402
                                                                                  -------------
NET INCREASE IN NET ASSETS                                                            1,993,455

NET ASSETS:
    Beginning of period                                                                       0
                                                                                  -------------
    End of period                                                                 $   1,993,455
                                                                                  =============
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   15
                   RESERVE BLUE CHIP GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)



6.  FINANCIAL HIGHLIGHTS (FOR ONE SHARE OUTSTANDING THROUGHOUT THE PERIOD)


<TABLE>
<CAPTION>
                                                              OCTOBER 28, 1994
                                                              (COMMENCEMENT OF
                                                            OPERATIONS) THROUGH
                                                                MAY 31, 1995
                                                            -------------------
    <S>                                                           <C>
    Net asset value, beginning of period                          $10.00
                                                                  ------
    Income from investment operations
         Net investment loss                                        (.03)
         Net realized and unrealized gain                           2.06
                                                                  ------
    Total from investment operations                                2.03
                                                                  ------
    Net asset value, end of period                                $12.03
                                                                  ======

    Total Return                                                   20.30%(2)


    RATIOS/SUPPLEMENTAL DATA
    ------------------------

    Net assets in thousands, end of period                        $1,993
    Ratio of expenses to average net assets
       before waivers (Notes 3 and 4)                               1.75%(1)
    Ratio of expenses to average net assets,
       net of waiver                                                1.73%(1)
    Ratio of net investment loss to average
       net assets, before waivers (Notes 3 and 4)                   (.72)%(1)
    Ratio of net investment loss to average
       net assets, net of waiver                                    (.70)%(1)

    Portfolio turnover rate                                           68%
</TABLE>

----------------------
    (1)  Annualized

    (2)  Total return is not annualized, and does not reflect impact of sales
         load.
<PAGE>   16
                         RESERVE BLUE CHIP GROWTH FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                  MAY 31, 1995



<TABLE>
<CAPTION>
   COMMON STOCKS                                                                                               VALUE
                                                                               SHARES                         (NOTE 1)
                                                                               ------                         --------
<S>                                                                             <C>                            <C>
   BUSINESS EQUIPMENT (4.5%)
   Xerox Corp.                                                                    800                          $ 90,700
                                                                                                               --------

   CHEMICALS (3.5%)
   First Mississippi Corp.                                                      3,000                            69,375
                                                                                                               --------

   COMMUNICATION - NETWORK (6.0%)
   Capital Cities/ABC Inc.                                                        700                            67,550
   Comcast Corp. Special - Cl.A                                                 3,000                            52,500
                                                                                                               --------
                                                                                                                120,050
                                                                                                               --------
   COMPUTER SOFTWARE (8.2%)
*  Microsoft Corp.                                                                700                            59,281
   National Data Corp.                                                          5,000                           103,750
                                                                                                               --------
                                                                                                                163,031
                                                                                                               --------
   DRUGS (4.0%)
   Abbott Laboratories                                                          2,000                            80,000
                                                                                                               --------
   ELECTRICAL EQUIPMENT (1.1%)
*  American Superconductor Corp.                                                1,500                            22,875
                                                                                                               --------

   ELECTRONIC COMPONENTS - SEMICONDUCTOR (3.4%)
   Intel Corp.                                                                    600                            67,350
                                                                                                               --------

   ELECTRONICS (3.7%)
   General Signal Corp.                                                         2,000                            74,000
                                                                                                               --------

   ENTERTAINMENT (2.3%)
*  Viacom Inc. - CI.B                                                           1,000                            46,625
                                                                                                               --------

   FINANCIAL SERVICES (4.6%)
   Citicorp                                                                     1,700                            90,950
                                                                                                               --------

   FOOD WHOLESALERS (2.0%)
   Sysco Corp.                                                                  1,500                            40,688
                                                                                                               --------

   MACHINERY - INDUSTRY/SPEC (4.3%)
   Thermo Electron Corp.                                                        2,400                            86,400
                                                                                                               --------

   MULTI-LINE INSURANCE (4.0%)
   American International Group Inc.                                              700                            79,625
                                                                                                               --------
</TABLE>
<PAGE>   17
                         RESERVE BLUE CHIP GROWTH FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                           MAY 31, 1995 - (CONTINUED)

<TABLE>
<CAPTION>
   COMMON STOCKS (CONTINUED)                                                                                    VALUE
                                                                               SHARES                          (NOTE 1)
                                                                               ------                          --------
<S><C>                                                                          <C>                          <C>
   OIL/GAS EQUIPMENT SERVICES (5.4%)
*  Petroleum Geo-Services - ADR                                                 2,000                        $   55,000
   Schlumberger Ltd.                                                              800                            52,000
                                                                                                             ----------
                                                                                                                107,000
                                                                                                             ----------
   OIL - INTERNATIONAL (2.7%)
   Texaco Inc.                                                                    800                            54,800
                                                                                                             ----------

   PHARMACEUTICALS (8.5%)
   Johnson & Johnson                                                            1,500                            99,375
   Merck & Co.                                                                  1,500                            70,688
                                                                                                             ----------
                                                                                                                170,063
                                                                                                             ----------
   PUBLISHING (2.5%)
*  Harte-Hanks Communications Inc.                                              2,000                            49,000
                                                                                                             ----------

   RESTAURANTS (2.9%)
   McDonalds Corp.                                                              1,500                            56,812
                                                                                                             ----------

   RETAIL (2.4%)
   Tandy Corp.                                                                  1,000                            46,750
                                                                                                             ----------

   RETAIL - SPECIALTIES (3.7%)
*  Department 56 Inc.                                                           2,000                            73,250
                                                                                                             ----------

   RETAIL STORES-DEPARTMENT (2.3%)
*  Federated Department Stores Inc.                                             2,000                            46,000
                                                                                                             ----------

   TELECOMMUNICATIONS (2.7%)
*  Commnet Cellular Inc.                                                        2,000                            53,750
                                                                                                             ----------

   TELECOMMUNICATIONS EQUIPMENT (9.6%)
*  Glenayre Technologies Inc.                                                   1,700                           107,525
   Motorola Inc.                                                                1,400                            83,825
                                                                                                             ----------
                                                                                                                191,350
                                                                                                             ----------

   TOTAL COMMON STOCKS (Cost $1,711,582) (94.30%)                                                             1,880,444

   Other assets, less liabilities (5.70%)                                                                       113,011
                                                                                                             ----------
   NET ASSETS (100%)                                                                                         $1,993,455
                                                                                                             ==========
</TABLE>

   Value of investments are shown as a percentage of Net Assets.

*  Non-income producing security.

   For federal income tax purposes the tax basis for investments owned at May
   31, 1995 was $1,711,582, the aggregate gross unrealized appreciation for all
   investments was $194,550 and aggregate gross unrealized depreciation for all
   investments was $25,688.





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   18

                       REPORT OF INDEPENDENT ACCOUNTANTS


To The Shareholders and Board of Trustees of The Reserve Private Equity Series:

         We have audited the accompanying statement of assets and liabilities,
including the schedule of portfolio investments, of the Emerging Growth Fund
(one of the Funds of the Reserve Private Equity  Series) as of May 31, 1995,
and the related statement of operations, the statement of changes in net assets
and the financial highlights for the period November 14, 1994 (commencement of
operations) through May 31, 1995.  These financial statements and financial
highlights are the responsibility of the Fund's management.  Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.

         We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of May 31, 1995 by correspondence with the custodian and brokers or
other auditing procedures where confirmations from brokers were not received.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

         In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of the Emerging Growth Fund of the Reserve Private Equity Series as of
May 31, 1995, the results of its operations, the changes in its net assets, and
its financial highlights for the period referred to above, in conformity with
generally accepted accounting principles.



                                                        COOPERS & LYBRAND L.L.P.
New York, New York
June 23, 1995
<PAGE>   19
                   RESERVE EMERGING GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 1995



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Reserve Emerging Growth Fund is a seperate series of shares issued by
    Reserve Private Equity Series (the "Trust").  The Trust was formed under
    Delaware law as a Delaware business trust.  The Fund is registered under
    the Investment Company Act of 1940, as amended, as a non-diversified
    open-end management investment company.  There are an unlimited number of
    shares of beneficial interest of $.001 par value authorized in each series.
    The accounting policies summarized below are consistently followed in the
    preparation of the financial statements in conformity with generally
    accepted accounting principles.

    SECURITY VALUATION

    Portfolio securities are stated at value.  A security listed or traded on
    an exchange is valued at its last sale price on the exchange where the
    security is principally traded or, lacking any sales on a particular day,
    the security is valued at the mean between the closing bid and asked prices
    on that day.  Each security traded in the over-the-counter market is valued
    at the mean between its quoted bid and asked prices.

    SECURITIES TRANSACTIONS AND INVESTMENT INCOME

    Securities transactions are recorded on the trade date.  Dividend income
    and distributions to shareholders are recorded on the ex-dividend dates.
    Interest income is accrued daily.  Realized gains and losses from
    securities transactions and unrealized appreciation or depreciation of
    securities are reported on the identified cost basis for both financial
    statement and Federal income tax purposes.

    Income distributions and capital gain distributions are determined in
    accordance with income tax regulations which may differ from generally
    accepted accounting principles.  These differences are primarily due to
    differing treatments for net operating losses.  The effect of these
    differences for the year ended May 31, 1995 decreased undistributed net
    investment loss by $9,569, and decreased aggregate paid in capital by
    $9,569.

    EXPENSES

    Each series is charged only for its direct or allocated (in proportion to
    net assets) share of expenses.

    FEDERAL INCOME TAXES

    It is the Trust's policy to comply with Subchapter M of the Internal
    Revenue Code and to distribute substantially all of its taxable income to
    its shareholders.  Accordingly, no Federal income tax provision is
    required.

2.  INVESTMENT ACTIVITY

    Purchases and sales of securities for the period November 14, 1994
    (commencement of operations) through May 31, 1995, other than short-term
    securities, aggregated $1,377,800 and $406,988 respectively.
<PAGE>   20
                   RESERVE EMERGING GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)



3.  INVESTMENT MANAGEMENT AGREEMENT

    Reserve Management Company, Inc. (RMCI), serves as the Fund's investment
    adviser and pays substantially all ordinary operating expenses of the Fund
    for which it receives a comprehensive fee at an annual rate of 1.50% of the
    average daily net assets of the Fund. RMCI is a majority shareholder of the
    Fund.

4.  DISTRIBUTION ASSISTANCE

    Pursuant to a Distribution Plan, the Fund will make payments of 25% per
    annum of the average daily net assets of shareholder accounts as to which
    the payee has rendered distribution assistance.  During the period the Fund
    paid $1,475 in distribution expenses to RMCI.

5.  CAPITAL SHARE TRANSACTIONS

    Transactions in capital shares for the period November 14, 1994
    (commencement of operations) through May 31, 1995 were as follows:


<TABLE>
<CAPTION>
                           Shares                            Amount   
                         ---------                        ------------

    <S>                  <C>                               <C>
    Shares sold            218,209                          $2,268,282
    Redeemed              (116,596)                         (1,251,282)
                         ---------                         -----------
    Net Increase           101,613                          $1,017,000 
                         =========                         ===========
</TABLE>
<PAGE>   21
                          RESERVE EMERGING GROWTH FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                  MAY 31, 1995



<TABLE>
<S>                                                                                                        <C>
ASSETS
Investment in securities, at value
(cost $1,036,354)                                                                                          $1,204,251
Cash                                                                                                           51,093
Dividends receivable                                                                                               60
                                                                                                           ----------
    Total Assets                                                                                            1,255,404
                                                                                                           ----------


LIABILITIES
Payable for investment securities purchased                                                                    14,534
                                                                                                           ----------


NET ASSETS                                                                                                 $1,240,870
                                                                                                           ==========

NET ASSETS CONSIST OF (NOTE 1)
Capital Stock (Par Value $.001 per share)                                                                  $      102
Additional paid in capital                                                                                  1,007,329
Undistributed net realized gain on investments                                                                 65,542
Net unrealized appreciation on investments (Note 1)                                                           167,897
                                                                                                           ----------

NET ASSETS, at value, applicable to 101,613 outstanding shares
    of Beneficial Interest (Note 5)                                                                        $1,240,870
                                                                                                           ==========

NET ASSET VALUE, and redemption price per share ($1,240,870 / 101,613)                                         $12.21
                                                                                                              =======
Maximum offering price per share (100/95.5 of $12.21)                                                          $12.79
                                                                                                              =======
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   22
                          RESERVE EMERGING GROWTH FUND
                            STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                  NOVEMBER 14, 1994
                                                                                                  (COMMENCEMENT OF
                                                                                                 OPERATIONS) THROUGH
                                                                                                      MAY 31, 1995    
                                                                                               -----------------------
<S>                                                                        <C>                           <C>
INVESTMENT INCOME
Dividends                                                                                                $     755


EXPENSES
Comprehensive fee (Note 3)                                                   $8,849
12b-1 Fee (Note 4)                                                            1,475
                                                                           --------
    Total Expenses                                                                                          10,324
                                                                                                         ---------


NET INVESTMENT LOSS                                                                                         (9,569)
                                                                                                         --------- 

Realized and Unrealized Gain on Investments
Net realized gain on investment securities: (Note 1)
    Proceeds from sales of securities                                       406,988
    Cost of securities sold                                                (341,446)                        65,542
                                                                           --------                               
Net unrealized appreciation on investments                                                                 167,897
                                                                                                         ---------
Net realized and unrealized gain on investments                                                            233,439
                                                                                                         ---------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                     $ 223,870
                                                                                                         =========
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   23
                          RESERVE EMERGING GROWTH FUND
                       STATEMENT OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                               NOVEMBER 14, 1994
                                                                                                 (COMMENCEMENT OF
                                                                                               OPERATIONS) THROUGH
                                                                                                  MAY 31, 1995     
                                                                                            -----------------------
<S>                                                                                                  <C>
INCREASE IN NET ASSETS
FROM INVESTMENT OPERATIONS:
    Net investment loss                                                                              $   (9,569)
    Net realized gain from investments                                                                   65,542
    Net unrealized appreciation                                                                         167,897
                                                                                                     ----------
    Net increase in net assets resulting from
       operations                                                                                       223,870
                                                                                                     ----------
FROM CAPITAL SHARE TRANSACTIONS (Note 5)
    Net proceeds from sales of shares                                                                 2,268,282
    Cost of shares redeemed                                                                          (1,251,282)
                                                                                                     ---------- 
    Net increase in net assets resulting from
       share transactions                                                                             1,017,000
                                                                                                     ----------
NET INCREASE IN NET ASSETS                                                                            1,240,870

NET ASSETS:
    Beginning of period                                                                                       0
                                                                                                     ----------
    End of period                                                                                    $1,240,870
                                                                                                     ==========
</TABLE>





                       SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   24
                   RESERVE EMERGING GROWTH FUND (THE "FUND")
                         NOTES TO FINANCIAL STATEMENTS
                           MAY 31, 1995 - (CONTINUED)


6.  FINANCIAL HIGHLIGHTS (FOR ONE SHARE OUTSTANDING THROUGHOUT THE PERIOD)



<TABLE>
<CAPTION>
                                                                 NOVEMBER 14, 1994
                                                                 (COMMENCEMENT OF
                                                                OPERATIONS) THROUGH
                                                                     MAY 31, 1995    
                                                                 --------------------
    <S>                                                                 <C>
    Net asset value, beginning of period                                $ 10.00
                                                                       --------
    Income from investment operations
         Net investment loss                                               (.09)
         Net realized and unrealized gain                                  2.30
                                                                       --------
    Total from investment operations                                       2.21
                                                                       --------
    Net asset value, end of period                                      $ 12.21
                                                                       ========

    Total Return                                                          22.10%(2)
    RATIOS/SUPPLEMENTAL DATA
    ------------------------

    Net assets in thousands, end of period                               $1,241
    Ratio of expenses to average net assets                                1.75%(1)
    Ratio of net investment loss to average
       net assets                                                         (1.62)%(1)

    Portfolio turnover rate                                                  43%
</TABLE>

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

 (1)  Annualized
 (2)  Total return is not annualized, and does not reflect impact of sales load.
<PAGE>   25
                          RESERVE EMERGING GROWTH FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                  MAY 31, 1995

<TABLE>
<CAPTION>
   COMMON STOCKS                                                                                                VALUE
                                                                               SHARES                         (NOTE 1)
                                                                               ------                         --------
<S>                                                                             <C>                            <C>
   BIO-TECHNOLOGY (2.1%)
*  Genzyme Corp.                                                                  700                          $ 25,900
                                                                                                               --------

   CAPITAL GOODS - DIVERSIFIED (2.4%)
   Danaher Corp.                                                                1,000                            30,250
                                                                                                               --------

   CAPITAL GOODS/INDUSTRIAL  (12.0%)
*  Benchmark Electronics Inc.                                                   1,000                            21,500
   Magna International Inc. Cl. A                                                 700                            26,600
*  Quad Systems Corp.                                                           2,300                            20,700
*  Richey Electronics Inc.                                                      3,500                            24,063
*  Vishay Intertechnology Inc.                                                    840                            55,545
                                                                                                               --------
                                                                                                                148,408
                                                                                                               --------
   COMMUNICATION - CONTENT  (1.8%)
*  Wescott Communications                                                       1,500                            22,500
                                                                                                               --------

   COMMUNICATION - EQUIPMENT (8.9%)
*  Anadrigics Inc.                                                              1,500                            25,875
   E.C.I. Telecom Ltd                                                             900                            15,188
*  Premisys Communications Inc.                                                 1,000                            50,750
   Scientific-Atlanta Inc.                                                      1,000                            18,625
                                                                                                               --------
                                                                                                                110,438
                                                                                                               --------
   COMMUNICATION - NETWORK (5.4%)
*  Heartland Wireless Communications Inc.                                       1,500                            34,500
*  Intelcom Group Inc.                                                          1,000                             8,875
*  People's Choice TV Corp.                                                     1,000                            24,187
                                                                                                               --------
                                                                                                                 67,562
                                                                                                               --------
   COMPUTER NETWORKING (7.4%)
*  Ascend Communications Inc.                                                     900                            34,875
*  Lin Television Corp.                                                           400                            14,400
*  Network Peripherals Inc.                                                     1,000                            22,000
*  Shiva Corp.                                                                    500                            19,375
                                                                                                               --------
                                                                                                                 90,650
                                                                                                               --------
   COMPUTER SOFTWARE (8.1%)
   Autodesk Inc.                                                                  800                            29,600
*  Data Translation Inc.                                                        1,000                            27,250
*  Symantec Corp.                                                                 800                            18,400
*  Tivoli Systems Inc.                                                            700                            25,375
                                                                                                               --------
                                                                                                                100,625
                                                                                                               --------
   CONSUMER GROWTH (3.7%)
*  Conso Products Co.                                                           1,800                            25,200
*  Electronic Arts Co.                                                            800                            20,600
                                                                                                               --------
                                                                                                                 45,800
                                                                                                               --------
   ELECTRONIC COMPONENTS - SEMICONDUCTOR (16.3%)
*  Cirrus Logic Inc.                                                              500                            24,625
*  Gasonics International Corp.                                                 2,000                            49,000
*  Integrated Device Technology Inc.                                              700                            30,450
*  KLA Instruments Corp.                                                          500                            34,875
*  Kulicke & Soffa Industries Inc.                                              1,500                            63,750
                                                                                                               --------
                                                                                                                202,700
                                                                                                               --------
</TABLE>
<PAGE>   26
                          RESERVE EMERGING GROWTH FUND
                       SCHEDULE OF PORTFOLIO INVESTMENTS
                           MAY 31, 1995 - (CONTINUED)


<TABLE>
<CAPTION>
   COMMON STOCKS (CONTINUED)                                                                                   VALUE
                                                                               SHARES                        (NOTE 1)
                                                                               ------                        --------
<S>                                                                             <C>                          <C>
   ENERGY (1.9%)
   Cross Timbers Oil Co.                                                        1,500                        $   23,625
                                                                                                             ----------

   HEALTH (5.8%)
*  National Dentex Corp.                                                        3,000                            39,000
*  Pacificare Health Systems Inc. CI.B                                            500                            33,125
                                                                                                             ----------
                                                                                                                 72,125
                                                                                                             ----------
   MANAGED CARE (7.2%)
*  Healthsource Inc.                                                              700                            27,650
*  Horizon Healthcare Corp.                                                     1,000                            18,250
*  Humana Inc.                                                                  1,000                            21,125
*  Phycor Inc.                                                                    750                            22,594
                                                                                                             ----------
                                                                                                                 89,619
                                                                                                             ----------

   MISC. CONSUMER (2.2%)
*  On Assignment Inc.                                                           1,500                            26,812
                                                                                                             ----------

   RESTAURANTS (2.9%)
*  Cheesecake Factory Inc.                                                        700                            17,412
*  Outback Steakhouse Inc.                                                        600                            17,925
                                                                                                             ----------
                                                                                                                 35,337
                                                                                                             ----------
   RETAIL - SPECIALTY (5.6%)
*  AnnTaylor Stores Corp.                                                         600                            12,525
*  Staples Inc.                                                                 1,000                            28,250
*  The Sports Authority Inc.                                                    1,500                            28,875
                                                                                                             ----------
                                                                                                                 69,650
                                                                                                             ----------

   SYSTEM SOFTWARE/CLIENT SERVER (3.4%)
*  Informix Corp.                                                               1,000                            42,250
                                                                                                             ----------


   TOTAL COMMON STOCKS (Cost $1,036,354) (97.10%)                                                             1,204,251

   Other assets, less liabilities (2.90%)                                                                        36,619
                                                                                                             ----------
   NET ASSETS ( 100%)                                                                                        $1,240,870
                                                                                                             ==========
</TABLE>

   Value of investments are shown as a percentage of Net Assets

* Non-income producing security.

   For Federal income tax purposes the tax basis of investments owned at May
   31, 1995 was $1,036,354, the aggregate gross unrealized appreciation for all
   investments was $225,397 and aggregate gross unrealized depreciation for all
   investments was $57,500.





                       SEE NOTES TO FINANCIAL STATEMENTS.


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