CADRE INSTITUTIONAL INVESTORS TRUST, 485APOS, 1998-12-16

CADRE INSTITUTIONAL INVESTORS TRUST
485APOS, 1998-12-16

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 16, 1998

Securities Act File No. 33-94206
Investment Company Act File No. 811-9064

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 5 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 6 /X/
(Check appropriate box or boxes.)
---------------------------------
CADRE INSTITUTIONAL INVESTORS TRUST
(Exact Name of Registrant as Specified in Charter)

905 Marconi Avenue
Ronkonkoma, New York 11779
(Address of Principal Executive Offices)

(Registrant's Telephone Number, Including Area Code)
(516) 467-0200

William M. Sullivan
905 Marconi Avenue
Ronkonkoma, New York 11779
(Name and address of Agent for Service)

Copy to:

Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

(Approximate Date of Proposed Public Offering) As soon as
practicable after this Post-Effective Amendment becomes effective.

It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of rule 485
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2
Note:

This Post-Effective Amendment No. 5 is being filed for the purpose of
registering under the Securities Act of 1933 (the "1933 Act") shares of
beneficial interest of six new series funds: Liquid Asset Money Market Fund;
Sponsored U.S. Government Money Market Fund; Sponsored Money Market Fund;
SweepCash U.S. Government Money Market Fund; SweepCash Money Market Fund and
Institutional Cash Money Market Fund. Each of these funds is a newly-formed
series of Cadre Institutional Investors Trust (the "Trust") and will pursue its
investment objective by investing all of its investable assets in one of two
other series of the Trust, namely: the Money Market Portfolio or the U.S.
Government Money Market Portfolio (the "Portfolios").

Revised prospectuses for Liquid Asset Fund (the name of which is being changed
to Liquid Asset U.S. Government Money Market Fund) and Institutional Cash Fund
(the name of which is being changed to Institutional Cash U.S. Government Money
Market Fund), series of the Trust that pursue their investment objectives by
investing all of their investable assets in the U.S. Government Money Market
Portfolio, are also included in this Post-Effective Amendment No. 5. This filing
includes a revised Part A and Part B for the Portfolios. Shares of the
Portfolios are not registered under the 1933 Act.

Post-Effective Amendment No. 4 to the Trust's Registration Statement was filed
on May 11, 1998, in order to register shares of Institutional Cash Fund under
the 1933 Act and to include information regarding the Portfolios in the Trust's
Registration Statement. Although that post-effective amendment has become
effective, Institutional Cash Fund has no assets and has not yet commenced
operations.
<PAGE> 3
FORM N-1A

CADRE INSTITUTIONAL INVESTORS TRUST

CROSS REFERENCE SHEET

(For Liquid Asset U.S. Government Money Market Fund; Liquid Asset Money Market
Fund, Sponsored U.S. Government Money Market Fund, Sponsored Money Market Fund,
SweepCash U.S. Government Money Market Fund, SweepCash Money Market Fund,
Institutional Cash U.S. Government Money Market Fund and Institutional Cash
Money Market Fund)(1)

<TABLE>
<CAPTION>
N-1A Item Number Caption

Part A
<S> <C>
1. Front and Back Cover Pages Front and Back Cover Pages

2. Risk/Return Summary: About the Fund
Investments, Risks and
Performance

3. Risk/Return Summary: Investor Expenses
Fee Table

4. Investment Objectives, Investment Objectives and
Principal Investment Policies; Additional Information
Strategies, and Related Risks

5. Management's Discussion of Not applicable
Fund Performance

6. Management, Organization, Management Arrangements
and Capital Structure

7. Shareholder Information How to Buy Shares; How to Redeem
Shares; Net Asset Value; Dividends
and Distributions; Taxes

8. Distribution Arrangements Distribution Plan
</TABLE>

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

1. Because shares of Money Market Portfolio and U.S. Government Money Market
Portfolio (the "Portfolios") are not registered under the Securities Act of 1933
and are not being registered thereunder, there is no prospectus or statement of
additional information for these series, and a cross-reference sheet for the
Portfolios is not included in this filing. All information required by Form N-1A
with respect to the Portfolios is set forth in the Part A and Part B relating to
the Portfolios which is included as part of this filing under the appropriate
Item number of Form N-1A.
<PAGE> 4
<TABLE>
<CAPTION>
N-1A Item Number Caption

Part A
<S> <C>
9. Financial Highlights Financial Highlights (For Liquid
Information Asset U.S. Government
Money Market Fund Only); Not
applicable for the following
series which have no assets
and have not yet commenced
operations: Liquid Asset Money
Market Fund, Sponsored U.S.
Government Money Market Fund,
Sponsored Money Market Fund,
SweepCash U.S. Government Money
Market Fund, SweepCash Money
Market Fund,
Institutional Cash U.S.
Government Money Market Fund
and Institutional Cash Money
Market Fund.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Form N-1A Item Number Caption
<S> <C>
Part B

10. Cover Page and Cover Page and
Table of Contents Table of Contents

11. Fund History General Information

12. Description of the Fund Investment Policies and
and Its Investments and Risks Practices; Investment
Restrictions

13. Management of the Fund Investment Advisory and Other
Services; Trustees and
Officers

14 Control Persons and Principal General Information
Holders of Securities

15. Investment Advisory and Other Investment Advisory Agreement
Services and Other Services; Purchasing
Shares; Expenses; General
Information

16. Brokerage Allocation and Other Portfolio Transactions and
Practices Brokerage

17. Capital Stock and Other General Information
Securities

18. Purchase, Redemption and Purchasing Shares; Shareholder
Pricing of Shares Accounts; Redeeming Shares;
Exchange Privilege;
Determination of Net Asset
Value

19. Taxation of the Fund Taxes

21. Underwriters Purchasing Shares

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements
</TABLE>
<PAGE> 6
Part C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Post-Effective Amendment No. 5.
<PAGE> 7

SUBJECT TO COMPLETION: DATED DECEMBER 16, 1998

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective.

SPONSORED MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

____________ , 1999

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

Sponsored Money Market Fund is a series of Cadre Institutional Investors Trust,
a diversified, open-end management investment company. The Fund is a money
market fund. The investment objective of the Fund is high current income,
consistent with preservation of capital and maintenance of liquidity.

No sales charge is imposed on the purchase or redemption of shares. There are no
minimum investment requirements.

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

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
<PAGE> 8
TABLE OF CONTENTS

SPONSORED MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

<TABLE>
<CAPTION>
<S> <C>
About the Fund....................................... [ ]
- -----------------------------------------------------
Investor Expenses.................................... [ ]
- -----------------------------------------------------
Investment Objective and Policies.................... [ ]
- -----------------------------------------------------
Management Arrangements.............................. [ ]
- -----------------------------------------------------
How to Buy Shares.................................... [ ]
- -----------------------------------------------------
How to Redeem Shares................................. [ ]
- -----------------------------------------------------
Exchange Privilege................................... [ ]
- -----------------------------------------------------
Net Asset Value...................................... [ ]
- -----------------------------------------------------
Dividends and Distributions.......................... [ ]
- -----------------------------------------------------
Taxes................................................ [ ]
- -----------------------------------------------------
Distribution Plan.................................... [ ]
- -----------------------------------------------------
Performance Information.............................. [ ]
- -----------------------------------------------------
Additional Information............................... [ ]
- -----------------------------------------------------
</TABLE>
<PAGE> 9
ABOUT THE FUND

INVESTMENT GOALS. Sponsored Money Market Fund is a newly organized series of
Cadre Institutional Investors Trust, a diversified, open-end management
investment company. The Fund is a money market fund. Its investment objective is
high current income, consistent with preservation of capital and maintenance of
liquidity.

The Fund is a professionally managed investment vehicle. It is designed to
address the short-term cash investment needs of institutional investors,
including states, school districts, municipalities and their political
subdivisions and agencies. Together with additional services available to
shareholders, the Fund is part of a comprehensive cash management program.

As a money market fund, the Fund seeks to maintain a stable net asset value of
$1.00 per share.

PRINCIPAL INVESTMENT STRATEGIES. The Fund pursues its investment objective by
investing all of its investable assets in the Money Market Portfolio. The
Portfolio, like the Fund, is a series of the Trust. The Portfolio has the same
investment objective and substantially the same investment policies as the Fund.
Cadre Financial Services, Inc. is the Portfolio's investment adviser.

The Money Market Portfolio is a diversified portfolio that invests in the
following types of money market instruments:

- U.S. Government Obligations

- Bank Obligations

- Commercial Paper and Short-Term Corporate Debt Instruments

- Repurchase Agreements

- Floating-Rate and Variable-Rate Obligations

PRINCIPAL RISKS. A decline in short-term interest rates will reduce the yield of
the Fund and the return on an investment. Strong equity markets or a weak
economy could cause a decline in short-term interest rates. The Portfolio
invests only in high quality obligations. However, if an issuer fails to pay
interest or to repay principal, the investment will be adversely affected and
the net asset value per share could decline. Net asset value may also be
adversely affected by a substantial increase in short-term interest rates.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. An investment is also not
insured or guaranteed by Ambac Assurance Corporation. It is possible to lose
money by investing in the Fund.
<PAGE> 10
INVESTOR EXPENSES

The following Table summarizes the fees and expenses that you will pay if you
buy and hold shares of the Fund. It is based on estimates of expenses for the
current year.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases............................None
Maximum Deferred Sales Charge (Load)........................................None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................None
Redemption Fee..............................................................None
Exchange Fee................................................................None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS
A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
<S> <C>
Management Fees(1)........................................................ 0.08%
Distribution (12b-1) Fees................................................. 0.10%
Other Expenses(2)......................................................... 0.65%
Total Annual Fund Operating Expenses (before reimbursement) .............. 0.83%
Reimbursement of Fund Expenses(3)......................................... (0.26%)
Total Annual Fund Operating Expenses (after reimbursement) ............... 0.57%
</TABLE>

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of $15 million and includes the
Fund's share of the Portfolio's estimated operating expenses other than
the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's share
of the Portfolio's expenses) to the extent necessary to assure that
total ordinary operating expenses of the Fund do not exceed an annual
rate of 0.57% of the average daily net assets of the Fund. This expense
limitation may not be modified or eliminated except with the approval
of the Board of Trustees of the Trust. Excess expenses paid or absorbed
by Cadre Financial are carried forward and may be repaid by the Fund in
the future, but only if the repayment does not cause the expense
limitation to be exceeded.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and redeem all your shares at the end of those periods. It also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses are as estimated above and remain the

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<PAGE> 11
same. Although actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
$58.26 $182.65
</TABLE>

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Sponsored Money Market Fund (the "Fund") seeks to provide
high current income, consistent with preservation of capital and maintenance of
liquidity.

INVESTMENT POLICIES. The Fund pursues its investment objective by investing all
of its investable assets in the Money Market Portfolio (the "Portfolio").

The Portfolio has the same investment objective and substantially the same
investment policies as the Fund. It invests exclusively in high quality,
short-term debt securities (money market instruments), including: U.S.
Government obligations; certificates of deposit, time deposits and other
obligations issued by domestic banks; commercial paper and other debt
obligations of corporations; and repurchase agreements with respect to these
obligations.

The Portfolio maintains a dollar-weighted average maturity of 90 days or less,
and invests only in securities having remaining maturities of 397 days or less.
All investments must be U.S. dollar denominated.

Securities purchased by the Portfolio, including repurchase agreements, must be
determined by Cadre Financial Services, Inc. (the "Investment Adviser") to
present minimal credit risks pursuant to procedures adopted by the Board of
Trustees of the Trust. Investments purchased by the Portfolio will at the time
of purchase be rated in the highest rating category for debt obligations by at
least two nationally recognized statistical rating organizations ("NRSROs") (or
by one NRSRO if the instrument is rated by only one such organization). The
Portfolio does not invest in unrated investments. If securities purchased by the
Portfolio cease to be rated or the rating of a security is down-graded, the
Investment Adviser will consider such an event in determining whether the
Portfolio should continue to hold the securities. If the Portfolio continues to
hold the securities, it may be subject to additional risk of default.

The Fund invests in certain variable-rate and floating-rate securities but does
not invest in any other derivatives.

TYPES OF INVESTMENTS. Subject to applicable investment policies and
restrictions, the Investment Adviser purchases and sells securities for the
Portfolio based on its assessment of current market conditions and its
expectations regarding future changes in interest rates and economic conditions.
The Portfolio may invest in the following types of securities:

U.S. GOVERNMENT OBLIGATIONS--These obligations include debt securities issued or
guaranteed as to principal and interest by the U.S. Government or one of its
agencies or

-3-
<PAGE> 12
instrumentalities. In some cases, payment of principal and interest on U.S.
Government obligations is backed by the full faith and credit of the United
States. In other cases, the obligations are backed solely by the issuing or
guaranteeing agency or instrumentality itself. There can be no assurance that
the U.S. Government will provide financial support to its agencies or
instrumentalities where it is not obligated to do so.

BANK OBLIGATIONS--These obligations include, but are not limited to, negotiable
certificates of deposit ("CDs"), bankers' acceptances and fixed time deposits of
domestic banks.

Fixed time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate. They generally may be withdrawn on demand, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation.

COMMERCIAL PAPER AND SHORT-TERM CORPORATE DEBT INSTRUMENTS--Commercial paper is
a short-term, unsecured promissory note issued by a corporation to finance its
short-term credit needs. It is usually sold on a discount basis and has a
maturity at the time of issuance not exceeding nine months. Variable amount
master demand notes are a type of commercial paper. These notes are demand
obligations that permit the investment of fluctuating amounts at varying market
rates of interest pursuant to arrangements between the issuer and a commercial
bank acting as agent for the payee of the notes. Both parties have the right to
vary the amount of the outstanding indebtedness on the notes.

Corporate debt securities include non-convertible bonds, notes and debentures
that have no more than thirteen months remaining to maturity at the time of
purchase by the Portfolio.

REPURCHASE AGREEMENTS--These agreements involve the purchase of a security by
the Portfolio coupled with the agreement of the seller of the security to
repurchase that security on a future date and at a specified price together with
interest. The maturities of repurchase agreements are typically quite short,
often overnight or a few days. The Portfolio may enter into repurchase
agreements with respect to securities that it may purchase under its investment
policies without regard to the maturity of the securities underlying the
agreements. All repurchase transactions are fully collateralized. However, the
Portfolio may incur a loss on a repurchase transaction if the seller defaults
and the value of the underlying collateral declines or the Portfolio's ability
to sell the collateral is restricted or delayed.

LETTERS OF CREDIT--Debt obligations which the Portfolio is permitted to purchase
may be backed by an unconditional and irrevocable letter of credit of a bank,
savings and loan association or insurance company which assumes the obligation
for payment of principal and interest in the event of default by the issuer.

FLOATING-RATE AND VARIABLE-RATE OBLIGATIONS--Debt obligations purchased by the
Portfolio may have interest rates that are periodically adjusted at specified
intervals or whenever a benchmark rate or index changes. These floating-rate and
variable-rate instruments may include certificates of participation in such
instruments.

-4-
<PAGE> 13
These securities may have demand features which give the Portfolio the right to
demand repayment of principal on specified dates or after giving a specified
notice. Adjustable rate securities and securities with demand features may be
deemed to have maturities shorter than their stated maturity dates.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Portfolio may purchase or sell
securities on a when-issued or delayed delivery basis. In these transactions,
securities are purchased or sold with payment and delivery taking place as much
as a month or more in the future. The transactions are used to secure an
advantageous price and yield at the time of entering into the transactions.
However, the value of securities purchased on a when-issued basis is subject to
market fluctuation and no interest accrues to the purchaser during the period
between purchase and settlement.

BORROWINGS. The Fund and the Portfolio do not borrow for purposes of making
investments (a practice known as "leverage"). However, as a fundamental policy,
they each may borrow money from banks in an amount not exceeding one-third of
the value of its total assets (calculated at the time of the borrowing), for
temporary extraordinary or emergency purposes. Additional investments will not
be made by the Fund or the Portfolio while it has any borrowings outstanding.

INVESTMENT RESTRICTIONS. The Portfolio does not invest 25% or more of the value
of its assets in securities of issuers engaged in any one industry. This
limitation does not apply to U.S. Government obligations or to obligations of
domestic banks. The Fund and the Portfolio are subject to various restrictions
on their investments in addition to those described in this Prospectus. Certain
of those restrictions, as well as the restrictions on borrowings and
concentration of investments described above and the investment objective of the
Fund, are deemed fundamental policies. These fundamental policies cannot be
changed without the approval of the holders of a majority of the Fund's or the
Portfolio's outstanding voting securities, as defined in the Investment Company
Act of 1940 (the "Investment Company Act").

MANAGEMENT ARRANGEMENTS

BOARD OF TRUSTEES. The business and affairs of the Fund are managed under the
direction and supervision of the Board of Trustees of Cadre Institutional
Investors Trust (the "Trust").

INVESTMENT ADVISER. Cadre Financial Services, Inc. (the "Investment Adviser")
serves as the investment adviser of the Portfolio. The Investment Adviser is an
indirect subsidiary of Ambac Financial Group, Inc. ("Ambac"). Through its
subsidiaries, Ambac is a leading insurer of municipal and structured finance
obligations, and a provider of investment contracts, investment advisory and
administrative services to state municipalities and municipal authorities. Ambac
is a publicly held company whose shares are traded on the New York Stock
Exchange.

As of __________, 1999, the Investment Adviser provided investment advisory
services to accounts with assets of approximately $___ billion. In addition,
through subsidiaries, Ambac manages its own portfolios of approximately $5
billion.

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<PAGE> 14
The Portfolio pays the Investment Adviser a monthly fee which is computed at the
annual rate of 0.08% of the Portfolio's average daily net assets. In
consideration of this fee, the Investment Adviser provides investment advice and
provides various administrative and other services to the Portfolio.

The Investment Adviser manages the assets of the Portfolio in accordance with
the Portfolio's investment objective and policies. The primary responsibility of
the Investment Adviser is to formulate a continuing investment program and to
make all decisions regarding the purchase and sale of securities for the
Portfolio.

ADMINISTRATOR. The Investment Adviser provides administrative services to the
Fund. These services include: overseeing the preparation and maintenance of all
documents and records required to be maintained; preparing and updating
regulatory filings, prospectuses and shareholders reports; supplying personnel
to serve as officers of the Trust; and preparing materials for meetings of the
Board of Trustees and shareholders. In addition, the Investment Adviser provides
fund accounting services. The Fund pays a monthly fee for these services which
is calculated at the following annual rates:

0.19% on the first $250 million of average daily net assets
0.165% on the next $750 million of average daily net assets
0.14% on average daily net assets in excess of $1 billion

HOW TO BUY SHARES

All purchases of shares are effected at the net asset value per share next
determined after an order in proper form is received by the Distributor provided
that federal funds are received on a timely basis. Net asset value is normally
computed as of 4:00 p.m., Eastern time. However, on days for which the Public
Securities Association (the "PSA") recommends an early closing of the U.S.
Government securities markets, net asset value is computed as of the earlier
closing time. See "Net Asset Value."

Shares are entitled to receive dividends beginning on the day of purchase. For
this reason, the Fund must have federal funds available to it in the amount of
your investment on the day the purchase order is accepted. A purchase order is
accepted: (1) immediately upon receipt of a federal funds wire, as described
below; or (2) when federal funds in the amount of the purchase are credited to
the Fund's account with its custodian (generally, one Business Day after your
check is received).

To permit the Investment Adviser to manage the Portfolio most effectively, you
should place purchase orders as early in the day as possible by calling
1-800-221-4524.

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<PAGE> 15
Prior to making an initial investment, an account number must be obtained. To
obtain an account number, please call 1-800-221-4524. You must also mail a
completed account application to:

Sponsored Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

Shares may be purchased before an account application is received, but they may
not be redeemed until the application is on file.

For additional information on purchasing shares, please call 1-800-221-4524.

PURCHASE BY FEDERAL FUNDS WIRE. Shares may be purchased by wiring federal funds
to the Fund's custodian. The Fund does not impose any transaction charges.
However, charges may be imposed by the bank that transmits the wire. Purchase
payments should be wired to:

Sponsored Money Market Fund
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct #
[ ] Further Credit:
-------------------
Name:

-------------------
Account #

PURCHASE BY CHECK. Shares may also be purchased by sending a check. Shares will
be issued when the check is credited to the Fund's account in the form of
federal funds. Normally this occurs on the Business Day following receipt of a
check. Checks to purchase shares should indicate the account name and number and
be made payable to: Sponsored Money Market Fund. Purchase checks should be sent
to:

Sponsored Money Market Fund
905 Marconi Avenue
Ronkonkoma, NY 11779

MINIMUM INITIAL AND SUBSEQUENT INVESTMENT AMOUNTS. There are no minimum
investment requirements. However, the Fund may close your account if it has no
balance and there has been no activity for six months. You will be given 60
days' written notice if the Fund intends to close your account.

SHAREHOLDER ACCOUNTS. The Fund does not issue share certificates. Instead, an
account is maintained for each shareholder by the Fund's transfer agent. Your
account will reflect the full and fractional shares of the Fund that you own.
You will be sent confirmations of each transaction in shares and monthly
statements showing account balances.

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<PAGE> 16
SUB-ACCOUNT SERVICES. You may open sub-accounts with the Fund for accounting
convenience or to meet requirements regarding the segregation of funds.
Sub-accounts can be established at any time. Please call 1-800-221-4524 for
further information and to request the forms needed.

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares of the Fund on any Business Day
without any charge by the Fund. Shares are redeemed at their net asset value per
share next computed after the receipt of a redemption request in proper form.
Requests to redeem shares may be made as described below.

GENERAL INFORMATION. Shares may be redeemed on any Business Day. Redemption
requests are effected at the net asset value per share next computed after
receipt of a redemption request in proper form. Net asset value is normally
computed as of 4:00 p.m., Eastern time. However, on days for which the PSA
recommends an early closing of the U.S. Government securities markets, net asset
value is computed as of the earlier closing time. See "Net Asset Value." Shares
are not entitled to receive dividends declared on the day of redemption. If
shares have recently been purchased by check (including certified or cashiers
check), the payment of redemption proceeds will be delayed until the purchase
check has cleared, which may take up to 15 days. For this reason, you should
purchase shares by federal funds wire if you anticipate the need for immediate
access to your investment. Shares may not be redeemed until an account
application is on file.

For additional information on redeeming shares, please call 1-800-221-4524.

The Fund may pay redemption proceeds by distributing securities held by the
Portfolio, but only in the unlikely event that the Board of Trustees of the
Trust determines that payment of the proceeds in cash would adversely affect
other shareholders of the Fund. A shareholder who redeems during any 90 day
period shares having a value not exceeding the lesser of (i) $250,000 or (ii) 1%
of the net assets of the Fund, will not be subject to this procedure. In unusual
circumstances, the Fund may suspend the right of redemption or postpone the
payment of redemption proceeds for more than seven days as permitted under the
Investment Company Act.

TELEPHONE REDEMPTION PROCEDURES. You may redeem shares by calling
1-800-221-4524. You will be asked to provide the account name and number, and
the amount of the redemption. Proceeds of the redemption will be paid by federal
funds wire to one or more bank accounts previously designated by you. Normally,
redemption proceeds will be wired on the day a redemption request is received if
the request is received prior to 2:00 P.M., Eastern time, or before the closing
of the U.S. Government securities markets on days when the PSA recommends an
early closing of those markets.

A TELEPHONE REDEMPTION REQUEST MAY BE MADE ONLY IF THE TELEPHONE REDEMPTION
PROCEDURE HAS BEEN SELECTED ON THE ACCOUNT APPLICATION OR IF WRITTEN
INSTRUCTIONS AUTHORIZING TELEPHONE REDEMPTION ARE ON FILE.

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<PAGE> 17
Reasonable procedures are used to confirm that telephone redemption requests are
genuine, such as recording telephone calls, providing written confirmation of
transactions, or requiring a form of personal identification or other
information prior to effecting a telephone redemption. If these procedures are
used, the Fund and its agents will not be liable to you for any loss due to
fraudulent or unauthorized telephone instructions.

During periods of severe market or economic conditions, it may be difficult to
contact the Fund by telephone. In that event, you should follow the procedures
described below for written redemption requests and send the request by
overnight delivery service.

WRITTEN REDEMPTION REQUESTS. You may redeem shares by sending a written
redemption request. The request must include the complete account name and
address and the amount of the redemption and must be signed by each person shown
on the account application as an owner of the account. The Fund reserves the
right to request additional information from, and to make reasonable inquiries
of, any eligible guarantor institution. Proceeds of a redemption will be paid by
sending you a check, unless you request payment by federal funds wire to a
pre-designated bank account (minimum wire amount $50,000).

Written redemption requests should be sent to:

Sponsored Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

CHECK REDEMPTION PRIVILEGE. You may make arrangements to redeem shares by check
by filling out a checkwriting authorization form and signing the subcustodian
bank's certificate of authority form. Checks may be written in any dollar amount
not exceeding the balance of your account and may be made payable to any person.
Checks will be honored only if they are properly signed by a person authorized
on the certificate of authority. Checks will be furnished without charge.
Redemption checks will not be honored if there is an insufficient share balance
to pay the check or if the check requires the redemption of shares recently
purchased by check which has not cleared. There is a charge for stop-payments or
if a redemption check cannot be honored due to insufficient funds or other valid
reasons. Checkwriting privileges may be modified or terminated at any time.

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Sponsored U.S. Government
Money Market Fund (another series of the Trust) based upon the relative net
asset values per share of the funds at the time the exchange is effected. No
sales charge or other fee is imposed in connection with exchanges. Before
requesting an exchange, you should obtain and read the prospectus of the fund
whose shares will be acquired in the exchange. Prospectuses can be obtained by
calling 1-800-221-4524.

-9-
<PAGE> 18
All exchanges are subject to any applicable minimum initial and subsequent
investment requirements of the fund whose shares will be acquired. In addition,
exchanges are permitted only between accounts that have identical registrations.
Shares of a fund may be acquired in an exchange only if the shares are currently
being offered and are legally available for sale in the state of the
shareholder's residence.

An exchange involves the redemption of shares of the Fund and the purchase of
shares of another fund. Shares of the Fund will be redeemed at the net asset
value per share of the Fund next computed after receipt of an exchange request
in proper form. See "Net Asset Value." Shares of the fund being acquired in the
exchange will be purchased when the proceeds of the redemption become available
(normally, on the day the exchange request is received) at the net asset value
of those shares then in effect. See "How to Redeem Shares." The acquired shares
will be entitled to receive dividends in accordance with the policies of the
applicable fund.

The exchange privilege may be modified or terminated at any time. However, 60
days' prior notification of any modification or termination will be given to
shareholders.

TELEPHONE EXCHANGE PROCEDURES. A request to exchange shares may be placed by
calling 1-800-221-4524. Telephone exchange requests that are not received prior
to 2:00 p.m. (Eastern time), or as of the closing time of the U.S. Government
securities markets on days when the PSA recommends an early closing time of such
markets, will be processed the following Business Day. You will be sent a
written confirmation of an exchange transaction. As in the case of telephone
redemption requests, reasonable procedures are used to confirm that telephone
exchange instructions are genuine. If these procedures are used, the Fund and
its agents will not be liable to you for any loss due to fraudulent or
unauthorized telephone instructions. An exchange by telephone may be made only
if the telephone exchange privilege has been selected on the account
application, or if written instructions are on file.

WRITTEN EXCHANGE PROCEDURES. Requests to exchange shares may be submitted in
writing. Each written exchange request should specify the complete account name
and number of your account with the Fund, the amount to be exchanged, and the
name of the fund whose shares are to be acquired in the exchange. The request
must be signed by each of the persons who the shareholder has specified as
required to sign redemption requests. Written exchange requests should be sent
to the address indicated above under "How to Redeem Shares - Written Redemption
Requests."

-10-
<PAGE> 19
NET ASSET VALUE

Net asset value per share is computed on each Business Day. It is calculated by
dividing the value of the Fund's total assets less its liabilities (including
accrued expenses) by the number of shares outstanding. Because the Fund invests
in the Portfolio, its assets will consist primarily of shares of the Portfolio.
The value of these shares will depend on the value of the assets of the
Portfolio and its liabilities and expenses.

In determining the value of the Portfolio's assets, securities held by the
Portfolio are valued using the amortized cost method of valuation. This method
involves valuing each investment at cost on the date of purchase and thereafter
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the investment. Amortized cost valuation provides certainty in valuation, but
may result in periods during which the value of an investment, as determined by
amortized cost, is higher or lower than the price that would be received if the
investment were sold.

Use of amortized cost permits the Fund to maintain a net asset value of $1.00
per share. However, no assurance can be given that the Fund will be able to
maintain a stable net asset value.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared daily and paid monthly from net investment income (after
deduction of expenses) and any realized short-term capital gains. Distributions
of net realized long-term capital gains, if any, are declared and paid annually
at the end of the Fund's fiscal year. All dividends and other distributions are
automatically reinvested in full and fractional shares of the Fund at net asset
value per share, unless otherwise requested. You may request that dividends and
other distributions be paid by wire transfer to a designated bank account by
sending a written request to the transfer agent. The request must be received at
least five Business Days prior to a payment date for it to be effective on that
date.

Dividends are payable to all shareholders of record as of the time of
declaration. Shares become entitled to any dividend declared beginning on the
day on which they are purchased, but are not entitled to dividends declared on
the day they are redeemed.

To satisfy certain distribution requirements of the Internal Revenue Code, the
Fund may declare special or regular year-end dividend and capital gains
distributions during October, November or December. If received by shareholders
by January 31, these distributions are deemed to have been paid by the Fund and
received by shareholders on December 31 of the prior year.

-11-
<PAGE> 20
TAXES

TAXATION OF THE FUND. The Fund has elected and intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal Revenue Code.
If so qualified, the Fund will not be subject to federal income tax to the
extent it distributes its net income to shareholders.

FEDERAL TAXATION OF SHAREHOLDERS. Dividend distributions, whether received in
cash or reinvested in additional shares, will be taxable as ordinary income.
Although the Fund does not expect to distribute any long-term capital gains, you
will also be subject to tax on any capital gains distributions you receive.
Since the Fund does not expect to earn dividend income, the dividends and other
distributions the Fund pays will generally not qualify for the
dividends-received deduction available to corporate investors. In January of
each year, the Fund will send you a statement showing the tax status of
distributions for the past calendar year.

Section 115(1) of the Internal Revenue Code provides that gross income does not
include income derived from the exercise of any essential government function
accruing to a state or any of its political subdivisions. State and municipal
investors should consult their tax advisors to determine any limitations on the
applicability of Section 115(1) to earnings from their investments in the Fund.
A portion of earnings derived from the investment of funds which are subject to
the arbitrage limitations or rebate requirements of the Internal Revenue Code
may be required to be paid to the U.S. Treasury.

The Fund is required to withhold 31% of all taxable distributions and redemption
proceeds paid to shareholders who either have not complied with IRS taxpayer
identification regulations or are otherwise subject to backup withholding.
Investors are asked to certify in their account applications that their taxpayer
identification numbers are correct and that they are not subject to backup
withholding. Failure to provide this certification will result in backup
withholding.

STATE AND LOCAL TAXES. Dividends and other distributions paid by the Fund and
received by an investor may be subject to state and local taxes. Although
shareholders do not directly receive interest on U.S. Government securities held
by the Fund, certain states and localities may allow the character of the Fund's
income to pass through to shareholders. If so, the portion of dividends paid by
the Fund that is derived from interest on certain U.S. Government securities may
be exempt from state and local taxes. Applicable rules vary from state to state,
and interest on certain securities of U.S. Government agencies may not qualify
for the exemption in some states. The United States Supreme Court has ruled that
income from certain types of repurchase agreements involving U.S. Government
securities does not constitute interest on U.S. Government securities for this
purpose. However, it is not clear whether the Court's holding extends to all
types of repurchase agreements involving U.S. Government securities in which the
Fund may invest. Any exemption from state and local income taxes does not
preclude states

-12-
<PAGE> 21
from assessing other taxes (such as intangible property taxes) on the ownership
of U.S. Government securities.

The discussion set forth above regarding federal and state income taxation is
included for general information only. You should consult your tax advisor
concerning the federal and state tax consequences of an investment in the Fund.

DISTRIBUTION PLAN

The Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company
Act. It allows the Fund to pay expenses relating to the distribution of its
shares. Under the plan, the Fund may make payments in an amount up to 0.10% of
its average daily net assets. Because payments are made from Fund assets on an
on-going basis, over time it will increase the cost of an investment in shares.

Under the plan, the Fund may enter into agreements to compensate membership
associations and other organizations whose members purchase shares of the Fund
and which provide certain services to the Fund. This compensation may take the
form of royalties or license fees for use of the organization's name or logo in
connection with the Fund. Compensation may also be paid to organizations for
services they provide which assist the Fund or its agents in providing services
to members of the organizations and in contacting members in connection with the
marketing of the Fund and its shares.

PERFORMANCE INFORMATION

The Fund may publish its "current yield" and "effective yield" in
advertisements, sales materials and shareholder reports. Current yield refers to
the income generated by an investment in the Fund over a seven-day period; the
income is then annualized. In annualizing income, the amount of income generated
by the investment during the period is assumed to be generated each week over a
52-week period and is shown as a percentage of the investment. The effective
yield is calculated in the same manner, but when annualized, the income earned
by an investment in the Fund is assumed to be reinvested. The effective yield
will be slightly higher than the current yield because of the compounding effect
of the assumed reinvestment. All quotations of investment performance are based
upon historical investment results and are not intended to predict future
performance.

In addition, comparative performance information may be used from time to time
in advertisements, sales literature and shareholder reports. This information
may include data, ratings and rankings from Lipper Analytical Services, Inc.,
IBC Financial Data Money Fund Report, The Bank Rate Monitor, Morningstar and
other industry publications, business periodicals and services. Comparisons to
recognized market indices and to the returns on specific money market securities
or types of securities or investments may also be used. The Fund may disseminate
yields for periods longer than seven days, and may also report its total return.
The "total return" of the Fund refers to the average annual compounded rate of
return over a specified period (as stated in the advertisement) that would
equate an initial amount

-13-
<PAGE> 22
invested at the beginning of the period to the end of period redeemable value of
the investment, assuming the reinvestment of all dividends and distributions.

ADDITIONAL INFORMATION

ORGANIZATION. The Trust is a Delaware business trust that was organized on June
27, 1995. It is authorized to issue an unlimited number of shares of beneficial
interest, $.001 par value. The Trust has ten series of its shares outstanding.
Each series represents an interest in a separate investment portfolio. The Board
of Trustees has the power to establish additional series of shares and, subject
to applicable laws and regulations, may issue two or more classes of shares of
any series. Shares are fully paid and non-assessable, and have no preemptive or
conversion rights.

Shareholders of the Fund are entitled to vote, together with the holders of
other series of the Trust, on the election of Trustees and the ratification of
the Trust's independent auditors when those matters are voted upon by
shareholders. Shareholders are also entitled to vote on other matters as
required by the Investment Company Act or the Trust's Declaration of Trust. On
these other matters, shares of the Fund will generally be voted as a separate
class from other series of the Trust's shares. Each share (and fractional share)
is entitled to one vote (or fraction thereof). However, if shares of more than
one series vote together on a matter, each share will have that number of votes
which equals the net asset value of such share (or fraction thereof). All shares
have non-cumulative voting rights, meaning that shareholders entitled to cast
more than 50% of the votes for the election of Trustees can elect all of the
Trustees standing for election if they choose to do so. As discussed below, the
Fund will pass through to its shareholders the right to vote on Portfolio
matters requiring shareholder approval.

INFORMATION CONCERNING INVESTMENT STRUCTURE. The Fund does not invest directly
in securities. Instead, it invests all of its investable assets in the
Portfolio, a separate series of the Trust. The Portfolio has the same investment
objective and substantially the same investment policies as the Fund. The
Portfolio, in turn, purchases, holds and sells investments in accordance with
that objective and those policies. The Trustees of the Trust believe that the
per share expenses of the Fund (including its share of the Portfolio's expenses)
will be less than or approximately equal to the expenses that the Fund would
incur if its assets were invested directly in securities and other investments.

The Fund may withdraw its investment from the Portfolio at any time, and will do
so if the Trustees believe it to be in the best interest of the Fund's
shareholders. If the Fund withdraws its investment in the Portfolio, it will
either invest directly in securities in accordance with the investment policies
described in this Prospectus or will invest in another pooled investment vehicle
that has the same investment objective and policies as the Fund. In connection
with the withdrawal of its investment in the Portfolio, the Fund could receive
securities and other investments from the Portfolio instead of cash. This could
cause the Fund to incur certain expenses.

-14-
<PAGE> 23
and certain of the investment restrictions of the Portfolio may be changed
without the approval of investors in the Portfolio. However, the Portfolio will
notify the Fund at least 30 days before any changes are implemented. If the Fund
is asked to vote on any matters concerning the Portfolio, the Fund will hold a
shareholders meeting and vote its shares of the Portfolio in the same manner as
shares of the Fund are voted on those matters.

Shares of the Portfolio will be held by investors other than the Fund. These
investors may include other series of the Trust, other mutual funds and other
types of pooled investment vehicles. When investors in the Portfolio vote on
matters affecting the Portfolio, the Fund could be outvoted by other investors.
The Fund may also otherwise be adversely affected by other investors in the
Portfolio. These other investors offer shares (or interests) to their investors
which have costs and expenses that differ from those of the Fund. Thus, the
investment returns for investors in other funds that invest in the Portfolio may
differ from the investment return of shares of the Fund. These differences in
returns are also present in other fund structures. Information about other
holders of shares of the Portfolio is available from the Fund.

CUSTODIAN. U.S. Bank National Association (the "Custodian") is the Fund's
custodian. The Custodian maintains custody of all securities and cash assets of
the Fund and the Portfolio and is authorized to hold these assets in securities
depositories and to use subcustodians.

DISTRIBUTOR. The Distributor, Cadre Securities, Inc., a broker-dealer affiliated
with the Investment Adviser, serves as the distributor of the Fund's shares. The
Distributor is located at 905 Marconi Avenue, Ronkonkoma, New York 11779.

TRANSFER AGENT. The Investment Adviser also serves as the Fund's transfer agent,
shareholder servicing agent and dividend disbursing agent. Shareholders of the
Fund should call 1-800-221-4524 with any questions regarding transactions in
shares of the Fund or share account balances. The Fund pays a monthly fee for
transfer agent services which is currently calculated at the annual rate of
0.05% of the Fund's average daily net assets.

INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP are the independent public
accountants of the Trust and are responsible for auditing the financial
statements of the Fund.

YEAR 2000. Many computer software systems in use today recognize dates using a
two digit year code. These systems cannot distinguish between years preceding
the year 2000 and years beginning after 1999. This is known as the "Year 2000"
problem. Most of the services provided to the Fund and the Portfolio depend on
the smooth functioning of computer systems. Any failure to adapt these systems
prior to the year 2000 could interfere with the proper operations of the Fund or
the Portfolio. In addition, because the Year 2000 problem affects virtually all
organizations, issuers in which the Portfolio invests could be adversely
impacted by this issue. Although the extent of the impact of Year 2000 problems
on the Fund and the Portfolio cannot be predicted, the Fund is working to avoid
the problem and to obtain assurances from its service providers that they are
taking similar steps.

-15-
<PAGE> 24
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or the Trust's
Statement of Additional Information. If given or made, such other information
and representations should not be relied upon as having been authorized by the
Trust. This Prospectus does not constitute an offer in any state in which, or to
any person, to whom, such offer may not lawfully be made.

INVESTMENT ADVISER,
ADMINISTRATOR AND TRANSFER AGENT
Cadre Financial Services, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

DISTRIBUTOR
Cadre Securities, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

CUSTODIAN
U.S. Bank National Association
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, New York 10154

LEGAL COUNSEL
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

The Fund sends annual and semi-annual reports to shareholders. These reports
contain information regarding the investments of the Portfolio and the Fund's
investment performance and are available without charge from the Fund. If you
have questions regarding the Fund, shareholder accounts, dividends or share
purchase and redemption procedures, or if you wish to receive the most recent
annual or semi-annual reports, please call 1-800-221-4524. The first annual
report will be available beginning on or about December 30, 1999.

This Prospectus sets forth concisely the information about the Fund and the
Trust that you should know before investing. Additional information about the
Fund and the Trust has been filed with the Securities and Exchange Commission
(SEC) in a Statement of Additional Information (SAI) dated [_______________],
1999. The SAI is incorporated herein by reference and is available without
charge by writing to the Fund or by calling 1-800-221-4524. Information about
the Fund
-16-
<PAGE> 25
(including the SAI) can be reviewed and copied at the SEC's Public Reference
Room in Washington D.C. (1-800-SEC-0330). Information about the Fund is also
available on the SEC's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.

-17-
<PAGE> 26

SUBJECT TO COMPLETION: DATED DECEMBER 16, 1998

SPONSORED U.S. GOVERNMENT MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

____________ , 1999

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

Sponsored U.S. Government Money Market Fund is a series of Cadre Institutional
Investors Trust, a diversified, open-end management investment company. The Fund
is a money market fund. The investment objective of the Fund is high current
income, consistent with preservation of capital and maintenance of liquidity.

No sales charge is imposed on the purchase or redemption of shares. There are no
minimum investment requirements.

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

SPONSORED U.S. GOVERNMENT MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

<TABLE>
<CAPTION>
<S> <C>
About the Fund.................................................... [ ]
- ------------------------------------------------------------------
Investor Expenses................................................. [ ]
- ------------------------------------------------------------------
Investment Objective and Policies................................. [ ]
- ------------------------------------------------------------------
Management Arrangements........................................... [ ]
- ------------------------------------------------------------------
How to Buy Shares................................................. [ ]
- ------------------------------------------------------------------
How to Redeem Shares.............................................. [ ]
- ------------------------------------------------------------------
Exchange Privilege................................................ [ ]
- ------------------------------------------------------------------
Net Asset Value................................................... [ ]
- ------------------------------------------------------------------
Dividends and Distributions....................................... [ ]
- ------------------------------------------------------------------
Taxes............................................................. [ ]
- ------------------------------------------------------------------
Distribution Plan................................................. [ ]
- ------------------------------------------------------------------
Performance Information........................................... [ ]
- ------------------------------------------------------------------
Additional Information............................................ [ ]
- ------------------------------------------------------------------
</TABLE>
<PAGE> 28
ABOUT THE FUND

INVESTMENT GOALS. Sponsored U.S. Government Money Market Fund is a newly
organized series of Cadre Institutional Investors Trust, a diversified, open-end
management investment company. The Fund is a money market fund. Its investment
objective is high current income, consistent with preservation of capital and
maintenance of liquidity.

As a money market fund, the Fund seeks to maintain a stable net asset value of
$1.00 per share.

PRINCIPAL INVESTMENT STRATEGIES. The Fund pursues its investment objective by
investing all of its investable assets in the U.S. Government Money Market
Portfolio. The Portfolio, like the Fund, is a series of the Trust. The Portfolio
has the same investment objective and substantially the same investment policies
as the Fund. Cadre Financial Services, Inc. is the Portfolio's investment
adviser.

The U.S. Government Money Market Portfolio is a diversified portfolio that
invests exclusively in short-term debt securities issued or guaranteed by the
U.S. government or an agency or instrumentality of the U.S. government, and
repurchase agreements collateralized by U.S. government securities.

INVESTOR EXPENSES

The following Table summarizes the fees and expenses that you will pay if you
buy and hold shares of the Fund. It is based on estimates of expenses for the
current year.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
<S> <C>
Management Fees(1)........................................................ 0.06%
Distribution (12b-1) Fees................................................. 0.10%
Other Expenses(2)......................................................... 0.65%
Total Annual Fund Operating Expenses (before reimbursement) .............. 0.81%
Reimbursement of Fund Expenses(3)......................................... (0.26%)
Total Annual Fund Operating Expenses (after reimbursement) ............... 0.55%
</TABLE>

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of $15 million and includes the
Fund's share of the Portfolio's estimated operating expenses other than
the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's share
of the Portfolio's expenses) to the extent necessary to assure that
total ordinary operating expenses of the Fund do not exceed an annual
rate of 0.55% of the average daily net assets of the Fund. This expense
limitation may not be modified or eliminated except with the approval
of the Board of Trustees of the Trust. Excess expenses paid or absorbed
by Cadre Financial are carried forward and may be repaid by the Fund in
the future, but only if the repayment does not cause the expense
limitation to be exceeded.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
$56.22 $176.29
</TABLE>

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Sponsored U.S. Government Money Market Fund (the "Fund")
seeks to provide high current income, consistent with preservation of capital
and maintenance of liquidity.

-2-
<PAGE> 30
INVESTMENT POLICIES. The Fund pursues its investment objective by investing all
of its investable assets in the U.S. Government Money Market Portfolio (the
"Portfolio").

The Portfolio has the same investment objective and substantially the same
investment policies as the Fund. It invests exclusively in short-term debt
securities issued or guaranteed by the U.S. government or an agency or
instrumentality of the U.S. government ("Government Securities"), and repurchase
agreements collateralized by Government Securities.

The Fund invests in certain variable-rate and floating-rate securities but does
not invest in any other derivatives.

U.S. GOVERNMENT OBLIGATIONS--These obligations include debt securities issued or
guaranteed as to principal and interest by the U.S. Government or one of its
agencies or instrumentalities. In some cases, payment of principal and interest
on U.S. Government obligations is backed by the full faith and credit of the
United States. In other cases, the obligations are backed solely by the issuing
or guaranteeing agency or instrumentality itself. There can be no assurance that
the U.S. Government will provide financial support to its agencies or
instrumentalities where it is not obligated to do so.

-3-
<PAGE> 31
These securities may have demand features which give the Portfolio the right to
demand repayment of principal on specified dates or after giving a specified
notice. Adjustable rate securities and securities with demand features may be
deemed to have maturities shorter than their stated maturity dates.

INVESTMENT RESTRICTIONS. The Fund and the Portfolio are subject to various
restrictions on their investments in addition to those described in this
Prospectus. Certain of those restrictions, as well as the investment objective
of the Fund, are deemed fundamental policies. These fundamental policies cannot
be changed without the approval of the holders of a majority of the Fund's or
the Portfolio's outstanding voting securities, as defined in the Investment
Company Act of 1940 (the "Investment Company Act").

MANAGEMENT ARRANGEMENTS

BOARD OF TRUSTEES. The business and affairs of the Fund are managed under the
direction and supervision of the Board of Trustees of Cadre Institutional
Investors Trust (the "Trust").

The Portfolio pays the Investment Adviser a monthly fee which is computed at the
annual rate of 0.06% of the Portfolio's average daily net assets. In
consideration of this fee, the Investment

-4-
<PAGE> 32
Adviser provides investment advice and provides various administrative and other
services to the Portfolio.

0.19% on the first $250 million of average daily net assets
0.165% on the next $750 million of average daily net assets
0.14% on average daily net assets in excess of $1 billion

HOW TO BUY SHARES

To permit the Investment Adviser to manage the Portfolio most effectively, you
should place purchase orders as early in the day as possible by calling
1-800-221-4524.

Prior to making an initial investment, an account number must be obtained. To
obtain an account number, please call 1-800-221-4524. You must also mail a
completed account application to:

-5-
<PAGE> 33
Sponsored U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

Shares may be purchased before an account application is received, but they may
not be redeemed until the application is on file.

For additional information on purchasing shares, please call 1-800-221-4524.

Sponsored U.S. Government Money Market Fund
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # [ ]
Further Credit:
Name:

Account #

PURCHASE BY CHECK. Shares may also be purchased by sending a check. Shares will
be issued when the check is credited to the Fund's account in the form of
federal funds. Normally this occurs on the Business Day following receipt of a
check. Checks to purchase shares should indicate the account name and number and
be made payable to: Sponsored U.S. Government Money Market Fund. Purchase checks
should be sent to:

Sponsored U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, NY 11779

SUB-ACCOUNT SERVICES. You may open sub-accounts with the Fund for accounting
convenience or to meet requirements regarding the segregation of funds.
Sub-accounts can be

-6-
<PAGE> 34
established at any time. Please call 1-800-221-4524 for further information and
to request the forms needed.

HOW TO REDEEM SHARES

For additional information on redeeming shares, please call 1-800-221-4524.

Reasonable procedures are used to confirm that telephone redemption requests are
genuine, such as recording telephone calls, providing written confirmation of
transactions, or requiring a form

-7-
<PAGE> 35
of personal identification or other information prior to effecting a telephone
redemption. If these procedures are used, the Fund and its agents will not be
liable to you for any loss due to fraudulent or unauthorized telephone
instructions.

Written redemption requests should be sent to:

Sponsored U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Sponsored Money Market Fund
(another series of the Trust) based upon the relative net asset values per share
of the funds at the time the exchange is effected. No sales charge or other fee
is imposed in connection with exchanges. Before requesting an exchange, you
should obtain and read the prospectus of the fund whose shares will be acquired
in the exchange. Prospectuses can be obtained by calling 1-800-221-4524.

-8-
<PAGE> 36
All exchanges are subject to any applicable minimum initial and subsequent
investment requirements of the fund whose shares will be acquired. In addition,
exchanges are permitted only between accounts that have identical registrations.
Shares of a fund may be acquired in an exchange only if the shares are currently
being offered and are legally available for sale in the state of the
shareholder's residence.

The exchange privilege may be modified or terminated at any time. However, 60
days' prior notification of any modification or termination will be given to
shareholders.

-9-
<PAGE> 37
NET ASSET VALUE

Use of amortized cost permits the Fund to maintain a net asset value of $1.00
per share. However, no assurance can be given that the Fund will be able to
maintain a stable net asset value.

DIVIDENDS AND DISTRIBUTIONS

-10-
<PAGE> 38
TAXES

-11-
<PAGE> 39
from assessing other taxes (such as intangible property taxes) on the ownership
of U.S. Government securities.

DISTRIBUTION PLAN

PERFORMANCE INFORMATION

-12-
<PAGE> 40
invested at the beginning of the period to the end of period redeemable value of
the investment, assuming the reinvestment of all dividends and distributions.

ADDITIONAL INFORMATION

-13-
<PAGE> 41
and certain of the investment restrictions of the Portfolio may be changed
without the approval of investors in the Portfolio. However, the Portfolio will
notify the Fund at least 30 days before any changes are implemented. If the Fund
is asked to vote on any matters concerning the Portfolio, the Fund will hold a
shareholders meeting and vote its shares of the Portfolio in the same manner as
shares of the Fund are voted on those matters.

INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP are the independent public
accountants of the Trust and are responsible for auditing the financial
statements of the Fund.

-14-
<PAGE> 42
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or the Trust's
Statement of Additional Information. If given or made, such other information
and representations should not be relied upon as having been authorized by the
Trust. This Prospectus does not constitute an offer in any state in which, or to
any person, to whom, such offer may not lawfully be made.

INVESTMENT ADVISER,
ADMINISTRATOR AND TRANSFER AGENT
Cadre Financial Services, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

DISTRIBUTOR
Cadre Securities, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

CUSTODIAN
U.S. Bank National Association
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, New York 10154

LEGAL COUNSEL
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

This Prospectus sets forth concisely the information about the Fund and the
Trust that you should know before investing. Additional information about the
Fund and the Trust has been filed with the Securities and Exchange Commission
(SEC) in a Statement of Additional Information (SAI) dated [_______________],
1999. The SAI is incorporated herein by reference and is available without
charge by writing to the Fund or by calling 1-800-221-4524. Information about
the Fund (including the SAI) can be reviewed and copied at the SEC's Public
Reference Room in Washington D.C. (1-800-SEC-0330). Information about the Fund

-15-
<PAGE> 43
(including the SAI) can be reviewed and copied at the SEC's Public Reference
Room in Washington D.C. (1-800-SEC-0330). Information about the Fund is also
available on the SEC's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.

-16-
<PAGE> 44

SUBJECT TO COMPLETION: DATED DECEMBER 16, 1998

INSTITUTIONAL CASH MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

____________ , 1999

Institutional Cash Money Market Fund is a series of Cadre Institutional
Investors Trust, a diversified, open-end management investment company. The Fund
is a money market fund. The investment objective of the Fund is high current
income, consistent with preservation of capital and maintenance of liquidity.

No sales charge is imposed on the purchase or redemption of shares. The minimum
initial investment in the Fund is $1 million. Investors must maintain a minimum
share account balance of $1 million.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

<PAGE> 45

TABLE OF CONTENTS

INSTITUTIONAL CASH MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

About the Fund............................................................ [ ]

Investor Expenses......................................................... [ ]

Investment Objective and Policies......................................... [ ]

Management Arrangements................................................... [ ]

How to Buy Shares......................................................... [ ]

How to Redeem Shares...................................................... [ ]

Exchange Privilege........................................................ [ ]

Net Asset Value........................................................... [ ]

Dividends and Distributions............................................... [ ]

Taxes..................................................................... [ ]

Performance Information................................................... [ ]

Additional Information.................................................... [ ]

<PAGE> 46

ABOUT THE FUND

INVESTMENT GOALS. Institutional Cash Money Market Fund is a newly organized
series of Cadre Institutional Investors Trust, a diversified, open-end
management investment company. The Fund is a money market fund. Its investment
objective is high current income, consistent with preservation of capital and
maintenance of liquidity.

As a money market fund, the Fund seeks to maintain a stable net asset value of
$1.00 per share.

The Money Market Portfolio is a diversified portfolio that invests in the
following types of money market instruments:

- - U.S. Government Obligations

- - Bank Obligations

- - Commercial Paper and Short-Term Corporate Debt Instruments

- - Repurchase Agreements

- - Floating-Rate and Variable-Rate Obligations

<PAGE> 47

INVESTOR EXPENSES

The following Table summarizes the fees and expenses that you will pay if you
buy and hold shares of the Fund. It is based on estimates of expenses for the
current year.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load) Imposed on Purchases............................None
Maximum Deferred Sales Charge (Load)........................................None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends.................None
Redemption Fee..............................................................None
Exchange Fee................................................................None

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS
A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees(1)....................................................... 0.08%
Distribution (12b-1) Fees................................................ None
Other Expenses(2)........................................................ 0.24%
Total Annual Fund Operating Expenses (before reimbursement).............. 0.32%
Reimbursement of Fund Expenses(3)........................................(0.10)%
Total Annual Fund Operating Expenses (after reimbursement)............... 0.22%

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of $15 million and includes the
Fund's share of the Portfolio's estimated operating expenses other than
the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's share
of the Portfolio's expenses) to the extent necessary to assure that
total ordinary operating expenses of the Fund do not exceed an annual
rate of 0.22% of the average daily net assets of the Fund. This expense
limitation may not be modified or eliminated except with the approval
of the Board of Trustees of the Trust. Excess expenses paid or absorbed
by Cadre Financial are carried forward and may be repaid by the Fund in
the future, but only if the repayment does not cause the expense
limitation to be exceeded.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and redeem all your shares at the end of those periods. It also
assumes that your investment has a 5%

-2-
<PAGE> 48

return each year and that the Fund's operating expenses are as estimated above
and remain the same. Although actual costs may be higher or lower, based on
these assumptions your costs would be:

1 YEAR 3 YEARS
------ -------

$22.53 $70.86

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Institutional Cash Money Market Fund (the "Fund") seeks to
provide high current income, consistent with preservation of capital and
maintenance of liquidity.

INVESTMENT POLICIES. The Fund pursues its investment objective by investing all
of its investable assets in the Money Market Portfolio (the "Portfolio").

The Fund invests in certain variable-rate and floating-rate securities but does
not invest in any other derivatives.

-3-
<PAGE> 49

BANK OBLIGATIONS--These obligations include, but are not limited to, negotiable
certificates of deposit ("CDs"), bankers' acceptances and fixed time deposits of
domestic banks.

Corporate debt securities include non-convertible bonds, notes and debentures
that have no more than thirteen months remaining to maturity at the time of
purchase by the Portfolio.

FLOATING-RATE AND VARIABLE-RATE OBLIGATIONS--Debt obligations purchased by the
Portfolio may have interest rates that are periodically adjusted at specified
intervals or

-4-
<PAGE> 50

whenever a benchmark rate or index changes. These floating-rate and
variable-rate instruments may include certificates of participation in such
instruments.

These securities may have demand features which give the Portfolio the right to
demand repayment of principal on specified dates or after giving a specified
notice. Adjustable rate securities and securities with demand features may be
deemed to have maturities shorter than their stated maturity dates.

INVESTMENT RESTRICTIONS. The Portfolio does not invest 25% or more of the value
of its assets in securities of issuers engaged in any one industry. This
limitation does not apply to U.S. Government obligations or to obligations of
domestic banks. The Fund and the Portfolio are subject to various restrictions
on their investments in addition to those described in this Prospectus. Certain
of those restrictions, as well as the restrictions on borrowings and
concentration of investments described above and the investment objective of the
Fund and the Portfolio, are deemed fundamental policies. These fundamental
policies cannot be changed without the approval of the holders of a majority of
the Fund's or the Portfolio's outstanding voting securities, as defined in the
Investment Company Act of 1940 (the "Investment Company Act").

MANAGEMENT ARRANGEMENTS

BOARD OF TRUSTEES. The business and affairs of the Fund are managed under the
direction and supervision of the Board of Trustees of Cadre Institutional
Investors Trust (the "Trust").

-5-
<PAGE> 51

The Portfolio pays the Investment Adviser a monthly fee which is computed at the
annual rate of 0.08% of the Portfolio's average daily net assets. In
consideration of this fee, the Investment Adviser provides investment advice and
provides various administrative and other services to the Portfolio.

0.10% on the first $250 million of average daily net assets
0.075% on the next $750 million of average daily net assets
0.05% on average daily net assets in excess of $1 billion

HOW TO BUY SHARES

GENERAL INFORMATION. Shares of the Fund may be purchased on any Business Day
through Cadre Securities, Inc. (the "Distributor"). A Business Day is any day
that both the New York Stock Exchange (NYSE) and the Federal Reserve Bank of New
York are open. The minimum initial investment in the Fund is $1 million (except
in special circumstances as described in the Statement of Additional
Information). Subsequent investments may be made in any amount.

-6-
<PAGE> 52

are credited to the Fund's account with its custodian (generally, one Business
Day after your check is received).

To permit the Investment Adviser to manage the Portfolio most effectively, you
should place purchase orders as early in the day as possible by calling
1-800-221-4524.

Prior to making an initial investment, an account number must be obtained. To
obtain an account number, please call 1-800-221-4524. You must also mail a
completed account application to:

Institutional Cash Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

Shares may be purchased before an account application is received, but they may
not be redeemed until the application is on file.

For additional information on purchasing shares, please call 1-800-221-4524.

Institutional Cash Money Market Fund
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # [ ]
Further Credit:
Name:

Account #

PURCHASE BY CHECK. Shares may also be purchased by sending a check. Shares will
be issued when the check is credited to the Fund's account in the form of
federal funds. Normally this occurs on the Business Day following receipt of a
check. Checks to purchase shares should indicate the account name and number and
be made payable to: Institutional Cash Money Market Fund. Purchase checks should
be sent to:

Institutional Cash Money Market Fund
905 Marconi Avenue
Ronkonkoma, NY 11779

MINIMUM INITIAL AND SUBSEQUENT INVESTMENT AMOUNTS. In order to avoid costs
associated with small accounts, the Fund requires a minimum initial investment
of $1 million. Subsequent investments may be made in any amount. Accounts with
balances of

-7-
<PAGE> 53

less than $1 million as a result of redemptions are subject to redemption at the
option of the Fund. You will be given 60 days' written notice if the Fund
intends to close your account.

SUB-ACCOUNT SERVICES. You may open sub-accounts with the Fund for accounting
convenience or to meet requirements regarding the segregation of funds.
Sub-accounts can be established at any time. Please call 1-800-221-4524 for
further information and to request the forms needed.

HOW TO REDEEM SHARES

For additional information on redeeming shares, please call 1-800-221-4524.

-8-
<PAGE> 54

a redemption request is received if the request is received prior to 2:00 P.M.,
Eastern time, or before the closing of the U.S. Government securities markets on
days when the PSA recommends an early closing of those markets.

Reasonable procedures are used to confirm that telephone redemption requests are
genuine, such as recording telephone calls, providing written confirmation of
transactions, or requiring a form of personal identification or other
information prior to effecting a telephone redemption. If these procedures are
used, the Fund and its agents will not be liable to you for any loss due to
fraudulent or unauthorized telephone instructions.

Written redemption requests should be sent to:

Institutional Cash Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Institutional Cash U.S.
Government Money Market Fund, Liquid Asset U.S. Government Money Market Fund and
Liquid Asset Money Market Fund (other series of the Trust) based upon the
relative net asset values per share of the funds at the time the exchange is
effected. No sales charge or other fee is imposed in connection with exchanges.
Before requesting an exchange, you should obtain and read the prospectus of the
fund whose shares will be acquired in the exchange. Prospectuses can be obtained
by calling 1-800-221-4524.

-9-
<PAGE> 55

All exchanges are subject to any applicable minimum initial and subsequent
investment requirements of the fund whose shares will be acquired. In addition,
exchanges are permitted only between accounts that have identical registrations.
Shares of a fund may be acquired in an exchange only if the shares are currently
being offered and are legally available for sale in the state of the
shareholder's residence.

The exchange privilege may be modified or terminated at any time. However, 60
days' prior notification of any modification or termination will be given to
shareholders.

-10-
<PAGE> 56

NET ASSET VALUE

Use of amortized cost permits the Fund to maintain a net asset value of $1.00
per share. However, no assurance can be given that the Fund will be able to
maintain a stable net asset value.

DIVIDENDS AND DISTRIBUTIONS

-11-
<PAGE> 57

TAXES

-12-
<PAGE> 58

from assessing other taxes (such as intangible property taxes) on the ownership
of U.S. Government securities.

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-13-
<PAGE> 59

the Trust's shares. Each share (and fractional share) is entitled to one vote
(or fraction thereof). However, if shares of more than one series vote together
on a matter, each share will have that number of votes which equals the net
asset value of such share (or fraction thereof). All shares have non-cumulative
voting rights, meaning that shareholders entitled to cast more than 50% of the
votes for the election of Trustees can elect all of the Trustees standing for
election if they choose to do so. As discussed below, the Fund will pass through
to its shareholders the right to vote on Portfolio matters requiring shareholder
approval.

A change in the investment objective, policies or restrictions of the Portfolio
may cause the Fund to withdraw its investment in the Portfolio. Alternatively,
the Fund could seek to change its objective, policies or restrictions to conform
to those of the Portfolio. The investment objective and certain of the
investment restrictions of the Portfolio may be changed without the approval of
investors in the Portfolio. However, the Portfolio will notify the Fund at least
30 days before any changes are implemented. If the Fund is asked to vote on any
matters concerning the Portfolio, the Fund will hold a shareholders meeting and
vote its shares of the Portfolio in the same manner as shares of the Fund are
voted on those matters.

-14-
<PAGE> 60

INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP are the independent public
accountants of the Trust and are responsible for auditing the financial
statements of the Fund.

-15-
<PAGE> 61

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or the Trust's
Statement of Additional Information. If given or made, such other information
and representations should not be relied upon as having been authorized by the
Trust. This Prospectus does not constitute an offer in any state in which, or to
any person, to whom, such offer may not lawfully be made.

INVESTMENT ADVISER,
ADMINISTRATOR AND TRANSFER AGENT
Cadre Financial Services, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

DISTRIBUTOR
Cadre Securities, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

CUSTODIAN
U.S. Bank National Association
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, New York 10154

LEGAL COUNSEL
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

-16-
<PAGE> 62

(including the SAI) can be reviewed and copied at the SEC's Public Reference
Room in Washington D.C. (1-800-SEC-0330). Information about the Fund is also
available on the SEC's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.

-17-
<PAGE> 63

INSTITUTIONAL CASH U.S. GOVERNMENT MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

____________ , 1999

Institutional Cash U.S. Government Money Market Fund is a series of Cadre
Institutional Investors Trust, a diversified, open-end management investment
company. The Fund is a money market fund. The investment objective of the Fund
is high current income, consistent with preservation of capital and maintenance
of liquidity.

No sales charge is imposed on the purchase or redemption of shares. The minimum
initial investment in the Fund is $1 million. Investors must maintain a minimum
share account balance of $1 million.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

<PAGE> 64

TABLE OF CONTENTS

INSTITUTIONAL CASH U.S. GOVERNMENT MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

About the Fund........................................................... [ ]

Investor Expenses........................................................ [ ]

Investment Objective and Policies........................................ [ ]

Management Arrangements.................................................. [ ]

How to Buy Shares........................................................ [ ]

How to Redeem Shares..................................................... [ ]

Exchange Privilege....................................................... [ ]

Net Asset Value.......................................................... [ ]

Dividends and Distributions.............................................. [ ]

Taxes.................................................................... [ ]

Performance Information.................................................. [ ]

Additional Information................................................... [ ]

<PAGE> 65

ABOUT THE FUND

INVESTMENT GOALS. Institutional Cash U.S. Government Money Market Fund is a
newly organized series of Cadre Institutional Investors Trust, a diversified,
open-end management investment company. The Fund is a money market fund. Its
investment objective is high current income, consistent with preservation of
capital and maintenance of liquidity.

As a money market fund, the Fund seeks to maintain a stable net asset value of
$1.00 per share.

INVESTOR EXPENSES

The following Table summarizes the fees and expenses that you will pay if you
buy and hold shares of the Fund. It is based on estimates of expenses for the
current year.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<PAGE> 66

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS
A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees(1)....................................................... 0.06%
Distribution (12b-1) Fees................................................ None
Other Expenses(2)........................................................ 0.24%
Total Annual Fund Operating Expenses (before reimbursement).............. 0.30%
Reimbursement of Fund Expenses(3)........................................(0.10)%
Total Annual Fund Operating Expenses (after reimbursement)............... 0.20%

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of $15 million and includes the
Fund's share of the Portfolio's estimated operating expenses other than
the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's share
of the Portfolio's expenses) to the extent necessary to assure that
total ordinary operating expenses of the Fund do not exceed an annual
rate of 0.20% of the average daily net assets of the Fund. This expense
limitation may not be modified or eliminated except with the approval
of the Board of Trustees of the Trust. Excess expenses paid or absorbed
by Cadre Financial are carried forward and may be repaid by the Fund in
the future, but only if the repayment does not cause the expense
limitation to be exceeded.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS
------ -------

$20.48 $64.44

-2-
<PAGE> 67

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Institutional Cash U.S. Government Money Market Fund (the
"Fund") seeks to provide high current income, consistent with preservation of
capital and maintenance of liquidity.

INVESTMENT POLICIES. The Fund pursues its investment objective by investing all
of its investable assets in the U.S. Government Money Market Portfolio (the
"Portfolio").

The Fund invests in certain variable-rate and floating-rate securities but does
not invest in any other derivatives.

-3-
<PAGE> 68

repurchase transaction if the seller defaults and the value of the underlying
collateral declines or the Portfolio's ability to sell the collateral is
restricted or delayed.

MANAGEMENT ARRANGEMENTS

BOARD OF TRUSTEES. The business and affairs of the Fund are managed under the
direction and supervision of the Board of Trustees of Cadre Institutional
Investors Trust (the "Trust").

-4-
<PAGE> 69

The Portfolio pays the Investment Adviser a monthly fee which is computed at the
annual rate of 0.06% of the Portfolio's average daily net assets. In
consideration of this fee, the Investment Adviser provides investment advice and
provides various administrative and other services to the Portfolio.

0.10% on the first $250 million of average daily net assets
0.075% on the next $750 million of average daily net assets
0.05% on average daily net assets in excess of $1 billion

HOW TO BUY SHARES

-5-
<PAGE> 70

are credited to the Fund's account with its custodian (generally, one Business
Day after your check is received).

To permit the Investment Adviser to manage the Portfolio most effectively, you
should place purchase orders as early in the day as possible by calling
1-800-221-4524.

Prior to making an initial investment, an account number must be obtained. To
obtain an account number, please call 1-800-221-4524. You must also mail a
completed account application to:

Institutional Cash U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

Shares may be purchased before an account application is received, but they may
not be redeemed until the application is on file.

For additional information on purchasing shares, please call 1-800-221-4524.

Institutional Cash U.S. Government Money Market Fund
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # [ ]
Further Credit:
Name:

Account #

PURCHASE BY CHECK. Shares may also be purchased by sending a check. Shares will
be issued when the check is credited to the Fund's account in the form of
federal funds. Normally this occurs on the Business Day following receipt of a
check. Checks to purchase shares should indicate the account name and number and
be made payable to: Institutional Cash U.S. Government Money Market Fund.
Purchase checks should be sent to:

Institutional Cash U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, NY 11779

-6-
<PAGE> 71

less than $1 million as a result of redemptions are subject to redemption at the
option of the Fund. You will be given 60 days' written notice if the Fund
intends to close your account.

HOW TO REDEEM SHARES

For additional information on redeeming shares, please call 1-800-221-4524.

-7-
<PAGE> 72

Written redemption requests should be sent to:

Institutional Cash U.S. Government Money Market Fund
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Institutional Cash Money
Market Fund, Liquid Asset U.S. Government Money Market Fund and Liquid Asset
Money Market Fund (other series of the Trust) based upon the relative net asset
values per share of the funds at the time the exchange is effected. No sales
charge or other fee is imposed in connection with exchanges. Before requesting
an exchange, you should obtain and read the prospectus of the fund whose shares
will be acquired in the exchange. Prospectuses can be obtained by calling
1-800-221-4524.

-8-
<PAGE> 73

The exchange privilege may be modified or terminated at any time. However, 60
days' prior notification of any modification or termination will be given to
shareholders.

WRITTEN EXCHANGE PROCEDURES. Requests to exchange shares may be submitted in
writing. Each written exchange request should specify the complete account name
and number of your account with the Fund, the amount to be exchanged, and the
name of the fund whose shares are to be acquired in the exchange. The request
must be signed by each of the persons who the shareholder has specified as
required to sign redemption requests. The signature of each person signing the
exchange request must be guaranteed by an eligible guarantor institution.
Written exchange requests should be sent to the address indicated above under
"How to Redeem Shares - Written Redemption Requests."

-9-
<PAGE> 74

NET ASSET VALUE

Use of amortized cost permits the Fund to maintain a net asset value of $1.00
per share. However, no assurance can be given that the Fund will be able to
maintain a stable net asset value.

DIVIDENDS AND DISTRIBUTIONS

-10-
<PAGE> 75

TAXES

-11-
<PAGE> 76

from assessing other taxes (such as intangible property taxes) on the ownership
of U.S. Government securities.

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-12-
<PAGE> 77

-13-
<PAGE> 78

INDEPENDENT PUBLIC ACCOUNTANTS. KPMG Peat Marwick LLP are the independent public
accountants of the Trust and are responsible for auditing the financial
statements of the Fund.

-14-
<PAGE> 79

INVESTMENT ADVISER,
ADMINISTRATOR AND TRANSFER AGENT
Cadre Financial Services, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

DISTRIBUTOR
Cadre Securities, Inc.
905 Marconi Avenue
Ronkonkoma, New York 11779

CUSTODIAN
U.S. Bank National Association
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, New York 10154

LEGAL COUNSEL
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

-15-
<PAGE> 80

-16-
<PAGE> 81

SUBJECT TO COMPLETION: DATED DECEMBER 16, 1998

LIQUID ASSET MONEY MARKET FUND
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

____________ , 1999

Liquid Asset Money Market Fund is a series of Cadre Institutional Investors
Trust, a diversified, open-end management investment company. The Fund is a
money market fund. The investment objective of the Fund is high current income,
consistent with preservation of capital and maintenance of liquidity.

No sales charge is imposed on the purchase or redemption of shares. There are no
minimum investment requirements.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

<PAGE> 82