CADRE INSTITUTIONAL INVESTORS TRUST, 497, 1999-06-15

CADRE INSTITUTIONAL INVESTORS TRUST
497, 1999-06-15

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CADRE AFFINITY FUND - MONEY MARKET SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

March 1, 1999

(As Supplemented June 14, 1999)

Cadre Affinity Fund - Money Market Series 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.

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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.
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TABLE OF CONTENTS

CADRE AFFINITY FUND - MONEY MARKET SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

<TABLE>
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<S> <C>
About the Fund....................................... 1
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Investor Expenses.................................... 2
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Investment Objective and Policies.................... 3
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Management Arrangements.............................. 5
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How to Buy Shares.................................... 6
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How to Redeem Shares................................. 8
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Exchange Privilege................................... 9
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Net Asset Value...................................... 11
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Dividends and Distributions.......................... 11
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Taxes................................................ 12
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Distribution Plan.................................... 13
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Performance Information.............................. 13
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Additional Information............................... 14
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ABOUT THE FUND

INVESTMENT GOALS. Cadre Affinity Fund - Money Market Series 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

- 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, an affiliate of Cadre
Financial Services, Inc. Although the Fund seeks to maintain a stable net asset
value of $1.00 per share, it is possible to lose money by investing in the Fund.

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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>
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<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>

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(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of approximately $23 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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same. Although actual costs may be higher or lower, based on these assumptions
your costs would be:

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

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Cadre Affinity Fund - Money Market Series (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 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 Portfolio 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

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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. The Portfolio does not intend to purchase CDs or to make fixed
time deposits in the foreseeable future.

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--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.

The Portfolio will not invest in any corporate debt obligations other than
commercial paper.

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.

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<PAGE> 7
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 January 31, 1999, the Investment Adviser provided investment advisory
services to accounts with assets of approximately $2.6 billion. In addition,
through subsidiaries, Ambac manages its own portfolios of approximately $5
billion.

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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 shareholder 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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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:

Cadre Affinity Fund - Money Market Series
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:

Cadre Affinity Fund - Money Market Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # 170225034835
Further Credit:
-------------------
Entity Name:

-------------------
Fund 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: Cadre Affinity Fund - Money Market Series. Purchase checks
should be sent to:

Cadre Affinity Fund - Money Market Series
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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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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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:

Cadre Affinity Fund - Money Market Series
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 Cadre Reserve Fund - Money
Market Series (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.

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<PAGE> 12
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."

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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.

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.

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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 substantially all of 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> 15
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> 16
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> 17
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 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> 18
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 LLP
757 Third Avenue
New York, New York 10017

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 March 1, 1999, as
supplemented June 14, 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 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.

811-9064

-16-
<PAGE> 19
CADRE RESERVE FUND - MONEY MARKET SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

March 1, 1999

(As supplemented June 14, 1999)

Cadre Reserve Fund - Money Market Series 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> 20

TABLE OF CONTENTS

CADRE RESERVE FUND - MONEY MARKET SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

About the Fund............................................................ 1

Investor Expenses......................................................... 2

Investment Objective and Policies......................................... 3

Management Arrangements................................................... 5

How to Buy Shares......................................................... 6

How to Redeem Shares...................................................... 8

Exchange Privilege........................................................ 9

Net Asset Value........................................................... 11

Dividends and Distributions............................................... 11

Taxes..................................................................... 12

Performance Information................................................... 13

Additional Information.................................................... 13

<PAGE> 21

ABOUT THE FUND

INVESTMENT GOALS. Cadre Reserve Fund - Money Market Series 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

- - Repurchase Agreements
- - Floating-Rate and Variable-Rate Obligations

<PAGE> 22

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)....................................................... 0.32%
Total Annual Fund Operating Expenses (before reimbursement)............. 0.40%
Reimbursement of Fund Expenses(3)....................................... (0.18%)
Total Annual Fund Operating Expenses (after reimbursement).............. 0.22%

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of approximately $45 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> 23

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. Cadre Reserve Fund - Money Market Series (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 invests in certain variable-rate and floating-rate securities but
does not invest in any other derivatives.

-3-
<PAGE> 24

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.

COMMERCIAL PAPER --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.

The Portfolio will not invest in any corporate debt obligation other than
commercial paper.

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> 25
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> 26

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 the Federal Reserve Bank of New York is 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> 27

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:

Cadre Reserve Fund - Money Market Series
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.

Cadre Reserve Fund - Money Market Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # 104755879194
Further Credit:
Entity Name:

Fund 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: Cadre Reserve Fund - Money Market Series. Purchase checks
should be sent to:

Cadre Reserve Fund - Money Market Series
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> 28

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> 29

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:

Cadre Reserve Fund - Money Market Series
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Cadre Affinity Fund - Money
Market Series, SweepCash Money Market Fund and Cadre Liquid Asset Fund - Money
Market Series (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> 30

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> 31

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> 32

TAXES

-12-
<PAGE> 33

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

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-13-
<PAGE> 34

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> 35

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

-15-
<PAGE> 36

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 LLP
757 Third Avenue
New York, New York 10017

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 March 1, 1999, as
supplemented June 14, 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 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.

811-9064

-16-
<PAGE> 37
CADRE LIQUID ASSET FUND - MONEY MARKET SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

March 1, 1999
(As supplemented June 14, 1999)

Cadre Liquid Asset Fund - Money Market Series 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> 38

TABLE OF CONTENTS

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

About the Fund........................................................... 1

Investor Expenses........................................................ 2

Investment Objective and Policies........................................ 3

Management Arrangements.................................................. 5

How to Buy Shares........................................................ 6

How to Redeem Shares..................................................... 8

Exchange Privilege....................................................... 9

Net Asset Value.......................................................... 11

Dividends and Distributions.............................................. 11

Taxes.................................................................... 12

Performance Information.................................................. 13

Additional Information................................................... 13

<PAGE> 39

ABOUT THE FUND

INVESTMENT GOALS. Cadre Liquid Asset Fund - Money Market Series 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

- - Repurchase Agreements

- - Floating-Rate and Variable-Rate Obligations

<PAGE> 40

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)

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)........................................................ 0.47%
Total Annual Fund Operating Expenses (before reimbursement).............. 0.55%
Reimbursement of Fund Expenses(3)........................................ (.08%)
Total Annual Fund Operating Expenses (after reimbursement)............... 0.47%

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

(1) Includes investment advisory fee of the Portfolio.

(2) Estimate assumes average net assets of approximately $74 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 0.47% 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> 41

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

$48.06 $150.82

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Cadre Liquid Asset Fund - Money Market Series (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 invests in certain variable-rate and floating-rate securities but
does not invest in any other derivatives.

-3-
<PAGE> 42

BANK OBLIGATIONS--These obligations include, but are not limited to, negotiable
certificates of deposit ("CDs"), bankers' acceptances and fixed time deposits of
domestic banks. The Portfolio does not intend to purchase CDS or to make fixed
time deposits in the foreseeable future.

The Portfolio will not invest in any corporate debt obligations other than
commercial paper.

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> 43
whenever a benchmark rate or index changes. These floating-rate and
variable-rate instruments may include certificates of participation in such
instruments.

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> 44

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

-6-
<PAGE> 45

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:

Cadre Liquid Asset Fund - Money Market Series
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.

Cadre Liquid Asset Fund - Money Market Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct #104755879178
Further Credit:
--------------------------
Entity Name:

--------------------------
Fund 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: Cadre Liquid Asset Fund - Money Market Series. Purchase
checks should be sent to:

Cadre Liquid Asset Fund - Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

-7-
<PAGE> 46

HOW TO REDEEM SHARES

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

-8-
<PAGE> 47

Written redemption requests should be sent to:

Cadre Liquid Asset Fund - Money Market Series
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Cadre Reserve Fund - Money
Market Series (another series of the Trust) based upon the relative net asset
values per share

-9-
<PAGE> 48

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.

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> 49

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> 50

TAXES

-12-
<PAGE> 51

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

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-13-
<PAGE> 52

-14-
<PAGE> 53

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

-15-
<PAGE> 54

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 LLP
757 Third Avenue
New York, New York 10017

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 March 1, 1999, as
supplemented June 14, 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 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.

811-9064

-16-
<PAGE> 55

CADRE LIQUID ASSET FUND -- U.S. GOVERNMENT SERIES
CADRE LIQUID ASSET FUND -- MONEY MARKET SERIES
CADRE AFFINITY FUND -- U.S. GOVERNMENT SERIES
CADRE AFFINITY FUND -- MONEY MARKET SERIES
SWEEPCASH U.S. GOVERNMENT MONEY MARKET FUND
SWEEPCASH MONEY MARKET FUND
CADRE RESERVE FUND -- U.S. GOVERNMENT SERIES
CADRE RESERVE FUND -- MONEY MARKET SERIES
(SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST)

905 Marconi Avenue
Ronkonkoma, New York
11779-7255

STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 1, 1999

(As Supplemented June 14, 1999)

Cadre Institutional Investors Trust (the "Trust") is a diversified,
open-end, management investment company. Cadre Liquid Asset Fund -- U.S.
Government Series, Cadre Liquid Asset Fund -- Money Market Series, Cadre
Affinity Fund -- U.S. Government Series, Cadre Affinity Fund -- Money Market
Series, SweepCash U.S. Government Money Market Fund, SweepCash Money Market
Fund, Cadre Reserve Fund -- U.S. Government Series and Cadre Reserve Fund --
Money Market Series (each, a "Fund") are separate series of the Trust. The Funds
are money market funds which seek to maintain stable net asset values of $1.00
per share. The Funds seek high current income, consistent with preservation of
capital and maintenance of liquidity. See "Investment Policies and Practices."
Cadre Liquid Asset Fund -- Money Market Series, Cadre Affinity Fund -- Money
Market Series, SweepCash Money Market Fund and Cadre Reserve Fund -- Money
Market Series (collectively, the "Money Market Funds") pursue their investment
objectives by investing all of their investable assets in the Money Market
Portfolio (the "Money Market Portfolio"), a separate series of the Trust that
has the same investment objective and substantially the same investment policies
as the Money Market Funds. Cadre Liquid Asset Fund -- U.S. Government Series,
Cadre Affinity Fund -- U.S. Government Series, SweepCash U.S. Government Money
Market Fund and Cadre Reserve Fund -- U.S. Government Series (collectively, the
"Government Money Market Funds") pursue their investment objectives by investing
all of their investable assets in the U.S. Government Money Market Portfolio
(the "Government Money Market Portfolio"), another separate series of the Trust
that has the same investment objective and substantially the same investment
policies as the Government Money Market Funds. Cadre Financial Services, Inc.

<PAGE> 56
(the "Investment Adviser") serves as the investment adviser of the Portfolios.
See "Investment Advisory Arrangements."

Shares of the Funds are offered for sale on a no-load basis. No sales
commissions or other charges are imposed upon the purchase or redemption of
shares. No minimum initial investment in the Funds is required, except in the
case of Institutional U.S. Government Money Fund and Institutional Money Fund
which has a minimum initial investment requirement of $1 million. See
"Purchasing Shares." Shares of the Funds are not insured by Ambac Assurance
Corporation.

An investment in a fund is not insured or guaranteed by the U.S. government and
there can be no assurance that a fund will be able to maintain a stable net
asset value of $1.00 per share. See "determination of net asset value."

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

Information about the Funds is set forth in the Prospectuses of the Funds dated
March 1, 1999 (as supplemented June 14, 1999, in the case of Cadre Affinity
Fund--Money Market Series, Cadre Reserve Fund--Money Market Sereis, and Cadre
Liquid Asset Fund--Money Market Series) (the "Prospectuses"), which provide the
basic information you should know before investing. The Prospectuses may be
obtained without charge by writing to the Transfer Agent or by calling
1-800-221-4524. This Statement of Additional Information is not a prospectus,
but contains information in addition to and more detailed than that set forth
in the Prospectuses of the Funds. It is intended to provide you with additional
information regarding the activities and operations of the Funds and the Trust,
and should be read in conjunction with the Funds' Prospectuses.

TABLE OF CONTENTS

PAGE
INVESTMENT POLICIES AND PRACTICES............ 2

INVESTMENT RESTRICTIONS...................... 6

PORTFOLIO TRANSACTIONS AND BROKERAGE......... 7

PURCHASING SHARES............................ 8

SHAREHOLDER ACCOUNTS......................... 10

REDEEMING SHARES............................. 10

EXCHANGE PRIVILEGE........................... 11

DETERMINATION OF NET ASSET VALUE............. 11

TAXES........................................ 12

INVESTMENT ADVISORY AND OTHER SERVICES....... 12

TRUSTEES AND OFFICERS........................ 14

EXPENSES..................................... 16

2
<PAGE> 57
PERFORMANCE INFORMATION...................... 17

GENERAL INFORMATION.......................... 18

INVESTMENT POLICIES AND PRACTICES

The Money Market Funds pursue their investment objectives by investing all
of their investable assets in the Money Market Portfolio, a separate series of
the Trust that has the same investment objective and substantially the same
policies as the Money Market Funds. The Government Money Market Funds pursue
their objectives by investing all of their investable assets in the Government
Money Market Portfolio, another separate series of the Trust that has the same
investment objective and substantially the same investment policies as the
Government Money Market Funds. Each of the Portfolios has elected to be treated
as a diversified investment company. The sections below provide additional
information regarding the types of investments that may be made by the Money
Market Portfolio and the Government Money Market Portfolio (each, a "Portfolio")
and the investment practices in which each Portfolio may engage. The investment
objectives and general investment policies of the Funds and the Portfolios are
described in the Funds' Prospectuses.

Each of the Funds may withdraw its investment from the applicable Portfolio
at any time if the Board of Trustees of the Trust (the "Board of Trustees")
determines that it is in the best interest of the Fund to do so. Upon any such
withdrawal, a Fund's assets would either be invested in another investment fund
having the same investment objective and substantially the same investment
policies as the Fund or be directly invested in securities in accordance with
the investment policies described below with respect to the applicable
Portfolio. The approval of the investors in a Portfolio would not be required to
change that Portfolio's investment objective or, except as otherwise stated in
the Prospectuses or this Statement of Additional Information, any of a
Portfolio's investment policies or restrictions.

Treasury, Government and Agency Securities. Each Portfolio invests in
short-term debt securities that are issued or guaranteed by the U.S. government
or an agency or instrumentality of the U.S. government ("Government
Securities"). These securities include obligations issued by the U.S. Treasury
("Treasury Securities"), including Treasury bills, notes and bonds. These are
direct obligations of the U.S. government and differ primarily in their rates of
interest and the length of their original maturities. Treasury Securities are
backed by the full faith and credit of the U.S. government. Government
Securities include Treasury Securities as well as securities issued or
guaranteed by the U.S. government or its agencies and instrumentalities ("Agency
Securities"). As described in the Prospectuses, Agency Securities are in some
cases backed by the full faith and credit of the U.S. government. In other
cases, Agency Securities are backed solely by the credit of the governmental
issuer. Certain issuers of Agency Securities have the right to borrow from the
U.S. Treasury, subject to certain conditions. Government Securities purchased by
a Portfolio may include

3
<PAGE> 58
variable and floating rate securities, which are described in the Prospectuses.

Bank Obligations (Money Market Portfolio Only). Domestic commercial banks
organized under federal law are supervised and examined by the Comptroller of
the Currency and are required to be members of the Federal Reserve System and to
have their deposits insured by the Federal Deposit Insurance Corporation (the
"FDIC"). Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System only if
they elect to join. In addition, state banks whose certificates of deposit
("CDs") may be purchased by the Money Market Portfolio are insured by the FDIC
(although such insurance may not be of material benefit to the Portfolio,
depending upon the principal amount of the CDs of each bank held by the
Portfolio) and are subject to federal examination and to a substantial body of
federal law and regulation. As a result of federal or state laws and
regulations, domestic banks, among other things, generally are required to
maintain specified levels of reserves, limited in the amounts which they can
loan to a single borrower and subject to other regulations designed to promote
financial soundness.

Repurchase Agreements. As discussed in the Prospectuses, the Portfolios may
enter into repurchase agreements. A repurchase agreement, which may be viewed as
a type of secured lending by a Portfolio, involves the acquisition by the
Portfolio of a security from a selling financial institution such as a bank or
broker-dealer. The agreement provides that the Portfolio will sell back to the
institution, and that the institution will repurchase, the underlying security
("collateral") at a specified price and at a fixed time in the future. The
Portfolio will receive interest from the institution until the time when the
repurchase is to occur. Although such date is deemed to be the maturity date of
a repurchase agreement, the maturities of securities that are purchased by the
Portfolio through repurchase agreements are not subject to any limitation as to
maturity. A Portfolio may enter into repurchase agreements maturing in more than
seven days. However, a Portfolio may not enter into such a repurchase agreement
if, as a result, more than 10% of the value of its net assets would be invested
in (i) repurchase agreements under which the Portfolio does not have the right
to obtain repayment in seven days or less, and (ii) in the case of the Money
Market Portfolio, which may purchase illiquid investments, other illiquid
investments.

Because repurchase agreements involve certain risks not associated with
direct investment in securities, the Trust follows procedures designed to
minimize these risks. These procedures include requirements that the Investment
Adviser effect repurchase transactions only with banks or primary dealers
designated as such by the Federal Reserve Bank of New York, and that the bank or
dealer has been determined by the Investment Adviser to present minimal credit
risk in accordance with guidelines established and monitored by the Board of
Trustees. In addition, the collateral underlying a repurchase agreement is
required to be held by the Trust's custodian (or a subcustodian) in a segregated
account on behalf of the respective Portfolio. The collateral is marked to
market daily and required to be maintained in an amount at least

4
<PAGE> 59
equal to the repurchase price plus accrued interest. In the event of a default
or bankruptcy by a selling financial institution, the Trust will seek to
liquidate the collateral. However, the exercise of the Trust's right to
liquidate collateral could involve certain costs or delays and, to the extent
that the proceeds from any sale upon a default of the obligation to repurchase
are less than the repurchase price, a Portfolio will suffer a loss.

When-Issued and Delayed Delivery Securities. As noted in the Prospectuses,
the Portfolios may purchase and sell securities on a when-issued or delayed
delivery basis. These transactions arise when a Portfolio purchases or sells a
security, with payment and delivery taking place in the future beyond the normal
settlement period. A transaction of this type will be effected in order to
secure for the Portfolio an attractive price or yield at the time of entering
into the transaction. When purchasing securities on a when-issued or delayed
delivery basis, a Portfolio assumes the rights and risks of ownership, including
the risk of price and yield fluctuations. Because the Portfolio is not required
to pay for securities until the delivery date, these risks are in addition to
the risks associated with the Portfolio's other investments. If a Portfolio
remains fully invested at a time during which when-issued or delayed delivery
purchases are outstanding, such purchases will result in a form of leverage.
When a Portfolio enters into purchase transactions of this type, the Trust's
custodian maintains, in a segregated account for the Portfolio, cash and debt
obligations held by the Portfolio and having a value equal to or greater than
the Portfolio's purchase commitments. When a Portfolio has sold a security on a
when-issued or delayed delivery basis, the Portfolio does not participate in
further gains or losses with respect to the security. If the counterparty fails
to deliver or pay for the securities, the Portfolio could miss a favorable price
or yield opportunity, or could suffer a loss. When a Portfolio enters into a
sales transaction of this type, the Trust's custodian segregates the securities
sold on a delayed delivery basis to cover the Portfolio's settlement
obligations.

Asset-Backed Commerical Paper (Money Market Portfolio Only). Asset-backed
commercial paper may be purchased by the Money Market Portfolio. Repayment of
this type of commercial paper is intended to be obtained from an identified
pool of assets, including automobile receivables, credit-card receivables and
other types of assets. Asset-backed commercial paper is issued by a special
purpose vehicle (usually a corporation) that has been established for the
purpose of issuing the commercial paper and purchasing the underlying pool of
assets. The issuer of commercial paper bears the direct risk of prepayment on
the receivable constituting the underlying pool of assets. Credit support for
asset-backed securities may be based on the underlying assets or provided by a
third party. Credit enhancement techniques include letters of credit, insurance
bonds, limited guarantees and over-collateralization.

5
<PAGE> 60
Participation Interests (Money Market Portfolio Only). The Money
Market Portfolio may purchase from financial institutions participation
interests in securities of the type in which the Portfolio may directly invest.
A participation interest gives the Portfolio an undivided interest in the
security in the proportion that the Portfolio's participation interest bears to
the total principal amount of the security. These instruments may have fixed,
floating or variable rates of interest, with remaining maturities of 13 months
or less. If the participation interest is unrated, or has been given a rating
below that which is permissible for purchase by the Portfolio, the participation
interest will be backed by an irrevocable letter of credit or guarantee of a
bank, or the payment obligation otherwise will be collateralized by Government
Securities, or, in the case of unrated participation interests, the Investment
Adviser must have determined that the instrument is of comparable quality to
those instruments in which the Portfolio may invest. For certain participation
interests, the Portfolio will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Portfolio's participation
interest in the security, plus accrued interest. As to these instruments, the
Portfolio intends to exercise its right to demand payment only upon a default
under the terms of the security, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment portfolio.

Illiquid Investments. The Money Market Portfolio may invest up to 10%
of its net assets in illiquid investments, including repurchase agreements
having maturities of more than seven days. The U.S. Government Money Market
Portfolio may not purchase any illiquid securities, except that it may invest up
to 10% of its net assets in repurchase agreements maturing in more than seven
days. Illiquid investments may include restricted securities which are issued in
private placement transactions and may not be resold without

6
<PAGE> 61
registration under the Securities Act of 1933 (the "1933 Act") or an applicable
exemption from such registration. The absence of a trading market for illiquid
securities can make it difficult to ascertain a market value for those
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible to sell
the promptly at an acceptable price. Restricted securities eligible for resale
in exempt transactions pursuant to Rule 144A under the 1933 Act will not be
considered to be illiquid if the securities have been determined to be liquid by
the Investment Adviser pursuant to procedures adopted by the Board of Trustees.

Investment Characteristics. In managing each Portfolio, the Investment
Adviser attempts to balance the Portfolio's goal of seeking high income with its
goal of seeking to preserve capital. For this reason, a Portfolio does not
necessarily invest in securities offering the highest available yields. The
maturities of the securities purchased by a Portfolio and a Portfolio's average
portfolio maturity will vary from time to time as the Investment Adviser deems
consistent with that Portfolio's investment objective, which is the same as the
investment objective of the Funds investing in that Portfolio, and the
Investment Adviser's assessment of risks, subject to applicable limitations on
the maturities of investments and dollar-weighted average portfolio maturity.

When market rates of interest increase, the market value of debt
obligations held by a Portfolio will decline. Conversely, when market rates of
interest decrease, the market value of obligations held by a Portfolio will
increase. Debt obligations having longer maturities generally pay higher rates
of interest, but the market values of longer term obligations can be expected to
be subject to greater fluctuations from general changes in interest rates than
shorter term obligations. These changes will cause fluctuations in the amount of
daily dividends of a Fund and, in extreme cases, changes in interest rates could
cause the net asset value per share of a Fund to decline. See "Determination of
Net Asset Value." In the event of unusually large redemption demands, securities
may have to be sold at a loss prior to maturity or a Fund or a Portfolio may
have to borrow money and incur interest expense. The Investment Adviser seeks to
manage investment risk by purchasing and selling investments for the Portfolios
consistent with its best judgment and expectations regarding anticipated changes
in interest rates. However, there can be no assurance that the Funds or the
Portfolios will achieve their investment objectives.

Investment Ratings (Money Market Portfolio Only). Commercial paper
purchased by the Money Market Portfolio must at the time of purchase meet
certain ratings requirements, as described in the Prospectuses. The rating
categories that satisfy these ratings requirements which have been established
by Standard & Poor's Rating Group ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, L.P. ("Fitch"), Duff & Phelps Credit
Rating Co. ("Duff"), IBCA Limited and IBCA Inc. ("IBCA"), and Thomson Bank
Watch, Inc. ("BankWatch"), are as follows:

7
<PAGE> 62

Commercial Paper Ratings:

The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.

The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.

The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor.

The designation A1 by IBCA indicates that the obligation is supported by a
very strong capacity for timely repayment. Those obligations rated A1+ are
supported by the highest capacity for timely repayment.

The rating TBW-1 is the highest short-term obligation rating assigned by
BankWatch. Obligations rated TBW-1 are regarded as having the strongest capacity
for timely repayment.

8
<PAGE> 63
Bonds rated AAA by Duff are considered by Duff to be of the highest
credit quality. The risk factors are negligible, being only slightly more than
U.S. Treasury debt.

Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is substantial,
such that adverse changes in business, economic or financial conditions are
unlikely to increase investment risk significantly.

IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA assigns
banks Short-Term Ratings as used in the ratings discussed above. Legal Ratings,
which range in gradation from 1 through 5, address the question of whether the
bank would receive support provided by central banks or shareholders if it
experienced difficulties, and such ratings are considered by IBCA to be a prime
factor in its assessment of credit risk. Individual Ratings, which range in
gradations from A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed if it were
entirely independent and could not rely on support from state authorities or its
owners.

In addition to its ratings of short-term obligations, BankWatch assigns
a rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization, including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In those
instances where financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution. BankWatch also assigns, in the case
of foreign banks, a country rating which represents an assessment of the overall
political and economic stability of the country in which the bank is domiciled.

Changes in Ratings. After a security is purchased, it may cease to be
rated or its rating may be reduced below the minimum required for purchase.
Neither event will require an immediate sale of such security by a Portfolio
provided that, when a security ceases to be rated, the Board of Trustees
determines that such security presents minimal credit risks and, provided
further that, when a security rating is downgraded below the eligible quality
for investment or no longer presents minimal credit risks, the Board finds that
the sale of the security would not be in the Portfolio's best interest.

INVESTMENT RESTRICTIONS

The Funds and the Portfolios are subject to a variety of investment
restrictions. Certain of these restrictions are deemed fundamental, and may not
be changed without the approval of the holders of a majority of a Fund's or a
Portfolio's outstanding voting securities. A "majority of the outstanding voting
securities" of a Fund or a Portfolio for this

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<PAGE> 64
purpose means the lesser of (i) 67% of the shares of that Fund or that Portfolio
represented at a meeting at which holders of more than 50% of the outstanding
shares are present in person or represented by proxy or (ii) more than 50% of
the outstanding shares of the Fund or the Portfolio. Whenever there is a vote on
a change in the fundamental restrictions of a Portfolio or in a policy of a
Portfolio which cannot be changed without a shareholder vote, the Trust will
hold meetings of shareholders of the Funds that invest in that Portfolio and
will vote each Fund's shares of a Portfolio as instructed by shareholders of
that Fund. Each Fund's shares of a Portfolio will be voted for and against the
proposed change in the same proportion as shares of that Fund are voted. As to
shares of a Fund that are not voted by shareholders, the Fund will vote those
shares in the same proportion as shares of that Fund's shareholders who give
voting instructions are voted. Thus, shareholders of the Funds who do not vote
will have no effect on the outcome of matters being voted upon by the Funds as
investors in the Portfolio.

As fundamental investment restrictions, the Funds and the Portfolios
may not:

(1) Purchase a security, other than a Government Security, if as a result
of such purchase, more than 5% of the value of the Fund's or Portfolio's assets
would be invested in the securities of any one issuer, or the Fund or Portfolio
would own more than 10% of the voting securities, or of any class of securities,
of any one issuer; provided that each Fund may invest all of its investable
assets in another investment portfolio of the Trust or another fund that has the
same investment objective and substantially the same investment policies as that
Fund. (For purposes of this restriction, all outstanding indebtedness of an
issuer is deemed to be a single class.)

(2) Purchase a security, other than a Government Security, if as a result
of such purchase 25% or more of the value of the Fund's or Portfolio's total
assets would be invested in the securities of issuers engaged in any one
industry; except that each of the Money Market Funds and the Money Market
Portfolio may invest more than 25% of the value of its net assets in obligations
of domestic banks, and provided that each Fund may invest all of its investable
assets in another investment portfolio of the Trust or another fund that has the
same investment objective and substantially the same investment policies as that
Fund. The types of bank obligations in which the Money Market Funds and the
Money Market Portfolio may invest include certificates of deposit, time
deposits, bankers' acceptances and other obligations issued by domestic banks
that are uninsured, direct obligations bearing fixed, floating or variable
interest rates. The particular bank obligations in which the Money Market Funds
and the Money Market Portfolio invest will be determined by the Investment
Adviser based upon available yields and the credit-worthiness of the issuing
bank.

(3) Issue senior securities as defined by the Investment Company Act of
1940, as amended (the "1940 Act") or borrow money, except that the Funds and the
Portfolios may borrow from banks for temporary extraordinary or emergency
purposes (but not for investment) in an amount up to one-third of the value of
their respective total assets (calculated at the time of the borrowing). Neither
of the Funds nor any of the Portfolios may make additional investments while it
has any borrowings outstanding. This restriction shall not be deemed to prohibit
a Fund or a Portfolio from purchasing or selling securities on a when-issued or
delayed delivery basis, or entering into repurchase agreements.

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<PAGE> 65
(4) Purchase or sell commodities or commodity contracts, or real estate or
interests in real estate (including limited partnership interests), except that
the Funds and the Portfolios, to the extent not prohibited by other investment
policies, may purchase and sell securities of issuers engaged in real estate
activities and may purchase and sell securities secured by real estate or
interests therein.

(5) Underwrite the securities of other issuers, except to the extent that,
in connection with the disposition of securities, a Fund or a Portfolio may be
deemed to be an underwriter under the Securities Act of 1933, as amended (the
"1933 Act").

(6) Make loans of money or securities, except through the purchase of
permitted investments, including repurchase agreements.

(7) Make short sales of securities or purchase securities on margin, except
for such short-term credits as may be necessary for the clearance of
transactions.

(8) Pledge, hypothecate, mortgage or otherwise encumber a Fund's or a
Portfolio's assets, except as may be necessary to secure permitted borrowings.
(Collateral and other arrangements incident to permissible investment practices
are not deemed to be subject to this restriction.)

The Funds and the Portfolios have the following additional investment
restrictions which are not fundamental and may be changed by the Board of
Trustees, without a vote of shareholders. Under these restrictions, the Funds
and the Portfolios may not:

(1) Make investments for the purpose of exercising control or management of
another company.

(2) Participate on a joint or joint and several basis in any trading
account in securities.

(3) With respect to the Government Money Market Portfolio and the
Government Money Market Funds, purchase any illiquid securities, except that
they may invest in repurchase agreements maturing in more than seven days
provided that a Fund or a Portfolio may not enter into such a repurchase
agreement if more than 10% of the value of its net assets would, as a result, be
invested in repurchase agreements under which the Fund or the Portfolio does not
have the right to obtain repayment in seven days or less.

(4) With respect to the Money Market Portfolio and each of the Money Market
Funds, purchase any illiquid securities, including repurchase agreements
maturing in more than seven days, if as a result more than 10% of the value of
the Fund's or the Portfolio's net assets would be invested in illiquid
securities and such repurchase agreements under which the Fund or the Portfolio
does not have the right to obtain repayment in seven days or less.

(5) Invest in oil, gas or other mineral leases, rights, royalty contracts,
or exploration or development programs.

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<PAGE> 66
(6) Invest in warrants or rights.

(7) Purchase the securities of another investment company, except in
connection with a merger, consolidation, reorganization or acquisition of
assets, and except insofar as each Fund may invest all of its investable assets
in another portfolio of the Trust or another fund which has the same investment
objective and substantially the same investment policies as that Fund.

Unless otherwise specified, all percentage and other restrictions,
requirements and limitations on investments set forth in this Statement of
Additional Information, and those set forth in the Prospectuses, apply
immediately after purchase of an investment, and subsequent changes and events
do not constitute a violation or require the sale of any investment by a
Portfolio or a Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision of the Board of Trustees, the Investment
Adviser is responsible for decisions to buy and sell securities for the
Portfolios and for the selection of dealers to effect those transactions.
Purchases of securities for the Portfolios will be made from issuers,
underwriters and dealers. Sales of securities will be made to dealers and
issuers. The Portfolios do not normally incur brokerage commissions on
transactions in the types of securities in which they invest. These transactions
are generally traded on a "net" basis, with dealers acting as principal in such
transactions. However, the price at which securities are purchased from and sold
to dealers will usually include a spread which represents a profit to the
dealer. Securities purchased in underwritten offerings include a fixed amount of
compensation to the underwriter (an underwriting concession).

In placing orders for the purchase and sale of investments for the
Portfolios, the Investment Adviser gives primary consideration to the ability of
dealers to provide the most favorable prices and efficient executions on
transactions. If such price and execution are obtainable from more than one
dealer, transactions may be placed with dealers who also furnish research
services to the Trust or the Investment Adviser. Such services may include, but
are not limited to, any one or more of the following: information as to the
availability of securities for purchase or sale; statistical or factual
information or opinions pertaining to investments; wire services; and appraisals
or evaluations of securities. These research services may be of benefit to the
Investment Adviser or its affiliates in the management of accounts of other
clients, or the accounts of the Investment Adviser and its affiliated companies,
and may not in all cases benefit the Funds or the Portfolios. While such
services are useful and important in supplementing the Investment Adviser's own
research and facilities, the Investment Adviser believes the value of such
services is not determinable and does not significantly reduce its expenses.

The Investment Adviser serves as the investment adviser to other clients,
including other series of the Trust, other investment funds and

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<PAGE> 67
companies, and follows a policy of allocating investment opportunities and
purchase and sale transactions equitably among its clients. In making such
allocations, the primary factors considered are the respective investment
objectives, the relative size of portfolio holdings of the same or comparable
securities, and the availability of cash for investment. This procedure may have
an adverse effect on a client, including the Portfolios, in a particular
transaction, but is expected to benefit all clients on a general basis.

The Investment Adviser and its affiliates may invest in the same securities
that are purchased for its clients. This at times may adversely affect the
prices that can be obtained in transactions for the Portfolios or the
availability of securities for purchase by the Portfolios. In the case of
simultaneous orders to purchase or sell the same securities being handled by the
Investment Adviser and involving a client account and the account of the
Investment Adviser or one of its affiliates, client orders will be given
preference so that client transactions will not be adversely affected by
transactions being placed by the Investment Adviser for its own account or for
the accounts of its affiliates. Investments made on behalf of the Investment
Adviser or its affiliates are effected in transactions which are separate from
any transactions for the accounts of clients in the same securities.

PURCHASING SHARES

As described under "Purchasing Shares" in the Prospectuses, shares of the
Funds are offered for sale, without a sales charge, at the net asset value per
share next computed after receipt of a purchase order by Cadre Securities, Inc.,
as distributor of the Funds' shares (the "Distributor"). Net asset value is
computed once daily for each Fund, on each day on which the Federal Reserve Bank
of New York is open (each, a "Business Day"). See "Determination of Net Asset
Value." The following shows the calculation of the offering price of shares of
the Funds as of October 31, 1998:

<TABLE>
<CAPTION>
Shares
Net Assets Outstanding Offering Price
---------- ----------- --------------
<S> <C> <C> <C>
Cadre Liquid Asset Fund --
U.S. Government Series $98,228,649 $98,228,855 $1.00
Cadre Liquid Asset Fund --
Money Market Series N/A N/A N/A
Cadre Affinity Fund --
U.S. Government Series N/A N/A N/A
Cadre Affinity Fund --
Money Market Series N/A N/A N/A
SweepCash U.S. Government
Money Market Fund N/A N/A N/A
SweepCash Money Market Fund N/A N/A N/A
Cadre Reserve Fund --
U.S. Government Series N/A N/A N/A
Cadre Reserve Fund --
Money Market Series N/A N/A N/A
</TABLE>

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<PAGE> 68
Purchases by Check. Shares of the Funds may be purchased by check as
described in the Prospectuses. If a check to purchase shares does not clear, the
shares purchased may be redeemed by the Distributor and the investor will be
responsible for any loss or expenses incurred by the Funds or the Distributor as
a result of the redemption or non-clearance.

Distribution Agreement. The Distributor serves as the exclusive distributor
of shares of the Funds pursuant to an amended and restated distribution
agreement with the Trust dated as of June 17, 1998 (the "Distribution
Agreement"). Pursuant to the Distribution Agreement, the Distributor is
authorized to enter into selling agreements with securities dealers and other
financial institutions for the distribution of shares. Shares of the Funds are
available for purchase from the Distributor and from organizations which have
entered into selling agreements. The Distributor may, from time to time, pay to
such dealers and institutions, in connection with sales or the distribution of
shares of the Funds, material compensation or promotional incentives, in the
form of cash or other compensation. Such compensation and incentives are not
paid by either of the Funds and will not be an expense of the Funds.

The Board of Trustees, including a majority of the Trustees who are not
parties to the Distribution Agreement or "interested persons" of the Investment
Adviser or the Distributor, as defined by the 1940 Act (the "Independent
Trustees"), approved the Distribution Agreement at a meeting held in person on
June 17, 1998. The Distribution Agreement will remain in effect for an initial
term of two years and may be continued in effect from year to year thereafter if
approved annually by the Board of Trustees, including a majority of the
Independent Trustees, by vote cast in person at a meeting called for such
purpose. The Distribution Agreement may be terminated at any time, without
penalty, by either party upon 60 days written notice and terminates
automatically in the event of an "assignment" as defined by the 1940 Act and the
rules thereunder. Under the Distribution Agreement, the Distributor is required
to bear all of the costs associated with distribution of shares of the Funds,
including the incremental cost of printing prospectuses, annual reports and
other periodic reports for distribution to prospective investors and the costs
of preparing, distributing and publishing sales literature and advertising
materials. Certain of the Funds are authorized to bear expenses relating to the
distribution of shares or the servicing of shareholder accounts, pursuant to a
Rule 12b-1 plan. See "DISTRIBUTION PLAN for Cadre Affinity Fund -- U.S.
Government Series, Cadre Affinity Fund -- Money Market Series, SweepCash U.S.
Government Money Market Fund, and SweepCash Money Market Fund". In the
Distribution Agreement, the Trust has agreed to indemnify the Distributor to the
extent permitted by applicable law against certain liabilities under the 1933
Act.

The Distributor is a wholly-owned subsidiary of Ambac Capital Corporation,
which in turn is a wholly-owned subsidiary of Ambac Financial Group, Inc. The
Distributor's address is 905 Marconi Avenue, Ronkonkoma, New York 11779.

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<PAGE> 69
Distribution Plan for Cadre Affinity Fund -- U.S. Government Series and
Cadre Affinity Fund -- Money Market Series. The Trust has adopted a distribution
plan (the "Distribution Plan") pursuant to the provisions of Rule 12b-1 under
the 1940 Act that applies to Cadre Affinity Fund -- U.S. Government Series and
Cadre Affinity Fund -- Money Market Series. Each of those Funds may enter into
agreements pursuant to the Distribution Plan ("Agreements") under which it pays
royalties to or otherwise compensates membership associations and organizations
whose members purchase shares of the Fund or whose members are affiliated with
entities which purchase shares of the Fund (each, an "Organization") for certain
functions they perform relating to the Funds. These functions are described in
the Prospectuses of Cadre Affinity Fund -- U.S. Government Series and Cadre
Affinity Fund -- Money Market Series.

The maximum amount of payments under the Distributions Plan for Cadre
Affinity Fund -- U.S. Government Series and Cadre Affinity Fund -- Money Market
Series as follows:

Payments by Cadre Affinity Fund -- U.S. Government Series and Cadre
Affinity Fund -- Money Market Series under the Distribution Plan are
calculated daily and paid monthly at an annual rate of up to 0.10% of
the average daily net asset value of shares of the applicable Fund.

Distribution Plan for SweepCash U.S. Government Money Market Fund and
SweepCash Money Market Fund. The Trust has adopted a distribution plan (the
"Distribution Plan") pursuant to the provisions of Rule 12b-1 under the
Investment Company Act that applies to SweepCash U.S. Government Money Market
Fund and SweepCash Money Market Fund. Each of those Funds may enter into
agreements pursuant to the Distribution Plan ("Agreements") under which it
compensates securities dealers, brokers, financial institutions, and other firms
within the financial services industry (each, an "Organization"), for
administrative support services provided in connection with transactions in
shares of a Fund by such Organizations' clients and customers, as described in
the Prospectuses of SweepCash U.S. Government Money Market Fund and SweepCash
Money Market Fund.

The maximum amount of payments under the Distributions Plan for SweepCash
U.S. Government Money Market Fund and SweepCash Money Market Fund are as
follows:

Payments by for SweepCash U.S. Government Money Market Fund and
SweepCash Money Market Fund under the Distribution Plan are calculated
daily and paid monthly at an annual rate of up to 0.25% of the average
daily net asset value of shares of the applicable Fund.

The Distribution Plans were approved by the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as defined by the
1940 Act) of the Trust and who have no direct or indirect financial interest in
the operation of or in any agreement related to the Distribution Plans
("Qualified Trustees"), at a meeting held in person on December 16, 1998. It
provides that they will continue in effect for an initial term expiring November
30, 1999, and may be continued in effect from year to year thereafter, provided
that each such continuance is approved annually by a vote of both a majority of
the Trustees and a majority of the Qualified Trustees. The Distribution Plans
require that the Trust provide the Board of Trustees,

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<PAGE> 70
and that the Board review, at least quarterly, a written report of the amounts
expended (and the purposes therefor) under the Distribution Plans. In addition,
the Distribution Plans provide that the selection and nomination of Qualified
Trustees shall be committed to the discretion of those Trustees, who are not
"interested persons" (as defined by the 1940 Act) of the Distributor, then in
office. A Distribution Plan may be terminated at any time as to either of the
Funds by a vote of a majority of the Qualified Trustees or by vote of a majority
of the outstanding voting shares of the affected Funds (as defined by the 1940
Act). A Plan may not be amended to increase materially the amount of permitted
expenses thereunder without the approval of the holders of shareholders of the
Funds involved and may not be materially amended in any other respect without a
vote of the majority of both the Trustees and the Qualified Trustees.

Payments made pursuant to a Distribution Plan are not directly tied to
actual expenses. Thus, the amount of payments made by a Fund during any year may
be more or less than actual expenses relating to a Fund that incurred by the
Organization receiving payments. However, the Funds are not liable to pay any
Fund related expenses incurred by an Organization in excess of the amounts paid
pursuant a Distribution Plan.

The Distribution Plan for Cadre Affinity Fund - U.S. Government Series and
Cadre Affinity Fund - Money Market Series was adopted by the Board of Trustees
based upon a determination that functions performed by Organizations should help
to make Cadre Affinity Fund - U.S. Government Series and Cadre Affinity Fund -
Money Market Series more attractive to groups of investors associated with the
Organizations. This, in turn, may foster the distribution of shares of Cadre
Affinity Fund - U.S. Government Series and Cadre Affinity Fund - Money Market
Series and the growth of assets of the Funds to levels which permit the Funds to
achieve certain expense economies. In addition, the functions performed by the
Organizations should assist the Investment Adviser in providing high quality
services that are designed to address the needs of investors in the Funds. For
these reasons, the Board of Trustees determined that there is a reasonable
likelihood that adoption of the Distribution Plan will benefit each of the Funds
on behalf of which the Distribution Plan has been adopted and its shareholders.

The Distribution Plan for SweepCash U.S. Government Money Market Fund and
SweepCash Money Market Fund was adopted by the Board of Trustees based upon a
determination that functions performed by Organizations should help to make
SweepCash U.S. Government Money Market Fund and SweepCash Money Market Fund more
attractive to groups of investors associated with the Organizations. This, in
turn, may foster the distribution of shares of SweepCash U.S. Government Money
Market Fund and SweepCash Money Market Fund and the growth of assets of the
Funds to levels which permit the Funds to achieve certain expense economies. In
addition, the functions performed by the Organizations should assist the
Investment Adviser in providing high quality services that are designed to
address the needs of investors in the Funds. For these reasons, the Board of
Trustees determined that there is a reasonable likelihood that adoption of the
Distribution Plan will benefit each of the Funds on behalf of which the
Distribution Plan has been adopted and its shareholders.

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<PAGE> 71
The Trustee and officers of the Trust who are directors, officers or
employees of the Distributor, or of any company affiliated with or controlling
the Distributor, may be deemed to have a direct or indirect interest in the
operation of the Distribution Plan.

SHAREHOLDER ACCOUNTS

Cadre Financial Services, Inc., in its capacity as transfer agent for the
Funds (the "Transfer Agent"), maintains one or more accounts for each
shareholder reflecting the amount of full and fractional shares of the Funds the
shareholder owns. Shareholders are sent confirmations of each account
transaction, and monthly statements showing account balances. The Trust does not
issue certificates for shares of the Funds.

Sub-Account Services. Special procedures have been designed for investors
wishing to open multiple accounts to meet requirements regarding the segregation
of funds or for accounting convenience. Individual sub-accounts may be opened at
any time by written advice or by filing forms supplied by the Transfer Agent.
Procedures are available to identify sub-accounts by name and number.

When sub-accounts have been established, the Transfer Agent provides
written confirmations of transactions in sub-accounts. The Transfer Agent also
provides monthly statements setting forth the share balance of and the dividends
and other distributions paid to each sub-account for the current month, as well
as for the year-to-date. Further information on this service is available from
the Transfer Agent.

Minimum Account Balance. Under the Declaration of Trust, the Trust has the
right to redeem all shares of a Fund held by a shareholder if as a result of one
or more redemptions the aggregate value of shares held in the shareholder's
account is less than $1 million or such lesser dollar amount as may be specified
by the Trustees, which lesser amount may be no greater than the then applicable
minimum initial investment amount in the Fund. There is currently no minimum
account balance required for the Funds, other than Cadre Reserve Fund - U.S.
Government Series and Cadre Reserve Fund - Money Market Series. As described in
the Prospectuses of Cadre Reserve Fund - U.S. Government Series and Cadre
Reserve Fund - Money Market Series, the Trust may effect a redemption of shares
of those Funds if, as a result of one or more redemptions, the balance of an
account is less than $1 million. Accounts in the Funds, other than Cadre Reserve
Fund - U.S. Government Series and Cadre Reserve Fund - Money Market Series are
not presently subject to this redemption procedure because such funds do not
presently impose a minimum initial investment requirement. However, an inactive
account in the Funds other than Cadre Reserve Fund - U.S. Government Series and
Cadre Reserve Fund - Money Market Series with no balance for a period of six
months may be closed at the discretion of the Trust. The applicable procedures
are described in the Prospectuses. The Trust is under no obligation to compel
the redemption of any account.

REDEEMING SHARES

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<PAGE> 72
Redemption proceeds are normally paid as described in the Prospectuses.
However, the payment of redemption proceeds by the Funds or the Portfolios may
be postponed for more than seven days or the right of redemption suspended at
times (a) when the New York Stock Exchange is closed for other than customary
weekends and holidays, (b) when trading on the New York Stock Exchange is
restricted, (c) when an emergency exists as a result of which disposal by a Fund
or a Portfolio of securities owned by it is not reasonably practicable or it is
not reasonably practicable for a Fund to determine fairly the value of its net
assets, or (d) during any other period when the Securities and Exchange
Commission (the "SEC"), by order, so permits for the protection of shareholders.
Applicable rules and regulations of the SEC will govern as to whether the
conditions described in (b) or (c) exist. In addition, in the event that the
Board of Trustees determines that it would be detrimental to the best interests
of remaining shareholders of a Fund or to investors in a Portfolio to pay any
redemption or redemptions in cash, a redemption payment by a Fund or a Portfolio
may be made in whole or in part by a distribution in kind of portfolio
securities, subject to applicable rules of the SEC. Any securities distributed
in kind will be readily marketable and will be valued, for purposes of the
redemption, in the same manner as such securities are normally valued in
computing net asset value per share. In the unlikely event that shares are
redeemed in kind, the redeeming shareholder would incur transaction costs in
converting the distributed securities to cash. The Trust has elected to be
governed by Rule 18f-1 under the 1940 Act and is therefore obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of a Fund during any 90 day period for any one shareholder.

EXCHANGE PRIVILEGE

As described under "Exchange Privilege" in each Fund's Prospectus,
shareholders of each Fund may exchange their shares of that Fund for shares of
one or more of the other Funds, based upon the relative net asset values per
share of the Funds at the time the exchange is effected. The Funds currently do
not impose any limitation on the frequency of exchanges, but may impose such
limitations upon notice to shareholders.

DETERMINATION OF NET ASSET VALUE

The Prospectuses describe the days on which the net asset value per share
of the Funds are computed for purposes of purchases and redemptions of shares by
investors, and also sets forth the times as of which such computations are made.
Net asset value is computed once daily, nominally as of 4:00 p.m. (Eastern
time), on each day on which the Federal Reserve Bank of New York is open. The
Federal Reserve Bank of New York currently observes the following holidays: New
Year's Day; Martin Luther King's Birthday (third Monday in January); Presidents'
Day (third Monday in February); Memorial Day (last Monday in May); Independence
Day; Labor Day (first Monday in September); Columbus Day (second Monday in
October); Veterans Day; Thanksgiving Day (fourth Thursday in November); and
Christmas Day.

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<PAGE> 73
Net asset value is computed as of the closing time of the U.S. government
securities markets on days when the Public Securities Association recommends an
early closing of such markets. Early closings may occur the Fridays preceding
the following holidays: Martin Luther King's Birthday, Presidents' Day, Memorial
Day, Labor Day and Columbus Day, and the business days preceding the following
holidays: Independence Day, Veterans Day, Thanksgiving Day, Christmas Day, and
New Year's Day, and the Friday succeeding Thanksgiving Day.

The value of a Portfolio's net assets (its securities and other assets,
less its liabilities, including expenses payable or accrued) is determined at
the same time and on the same days as the net asset values per share of the
Funds are determined.

In accordance with rules adopted by the SEC, the amortized cost method of
valuation is used to determine the value of the investments held by each
Portfolio. This method of valuation is used in seeking to maintain stable net
asset values of $1.00 per share for the Portfolios and the Funds. However, no
assurance can be given that the Portfolios or the Funds will be able to maintain
stable share prices.

Amortized cost involves valuing a security at its cost and amortizing any
discount or premium over the period remaining until the maturity of the
security. This method of valuation does not take into account unrealized capital
gains and losses resulting from changes in the market values of the securities.
The market values of debt securities purchased by a Portfolio will generally
fluctuate as a result of changes in prevailing interest rate level and other
factors.

In order to use the amortized cost method of valuation, the Portfolios are
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less, to purchase securities with remaining maturities of 397 days or less and
to invest only in securities which have been determined by the Investment
Adviser, under procedures adopted by the Board of Trustees, to present minimal
credit risks and to be of eligible credit quality under applicable regulations.
In addition, procedures have been adopted by the Board of Trustees which are
designed to stabilize, to the extent reasonably possible, the prices of shares
of the Portfolios and the Funds as computed for purposes of sales and
redemptions at $1.00. These procedures include review by the Board of Trustees,
at such intervals as it deems appropriate, to determine whether the net asset
value per share calculated by using available market quotations deviates from
the net asset value per share of $1.00 computed by using the amortized cost
method. If such deviation exceeds 1/2 of 1%, the Board of Trustees will promptly
consider what action, if any, should be taken. The Board of Trustees will take
such action as it deems appropriate to eliminate or to reduce, to the extent
reasonably practicable, any material dilution or other unfair results which
might arise from differences between the two valuation methods. Such action may
include selling instruments prior to maturity to realize capital gains or losses
or to shorten average maturity, redeeming shares

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<PAGE> 74
in kind, withholding dividends, paying distributions from capital gains, or
utilizing a net asset value per share based upon available market quotations.

TAXES

It is the policy of the Trust to distribute each fiscal year substantially
all of each Fund's net investment income and net realized capital gains, if any,
to shareholders. The Trust intends that the Funds will each qualify as a
regulated investment company under the provisions of the Internal Revenue Code
of 1986, as amended (the "Code"). If so qualified, a Fund will not be subject to
federal income tax on that part of its net investment income and net realized
capital gains which it distributes to its shareholders. To qualify for such tax
treatment, a Fund must generally, among other things: (a) derive at least 90% of
its gross income from dividends, interest, payments received with respect to
loans of stock and securities, and gains from the sale or other disposition of
stock or securities and certain related income; and (b) diversify its holdings
so that at the end of each fiscal quarter (i) 50% of the market value of the
Fund's assets is represented by cash, Government Securities, securities of other
regulated investment companies, and other securities limited, in respect of any
one issuer, to an amount not greater than 5% of the Fund's assets or 10% of the
voting securities of any issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than Government
Securities). Each Portfolio has elected to be treated as a partnership for
federal income tax purposes and therefore believes that it will not be required
to pay any federal or state income or excise taxes.

The Code requires regulated investment companies to pay a nondeductible 4%
excise tax to the extent they do not distribute 98% of their ordinary income,
determined on a calendar year basis, and 98% of their capital gains, determined
on an October 31 year end. The Trust intends to distribute the income and
capital gains of the Funds in the manner necessary to avoid imposition of the 4%
excise tax by the end of each calendar year.

Dividends of the Funds declared in October, November or December and paid
the following January will be taxable to shareholders as if received on December
31 of the year in which they are declared.

INVESTMENT ADVISORY AND OTHER SERVICES

The Investment Adviser, a Delaware corporation, with offices at 905 Marconi
Avenue, Ronkonkoma, New York 11779, is a wholly-owned subsidiary of Ambac
Capital Corporation which, in turn, is a wholly-owned 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, and investment advisory and administration services to
state municipalities,

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<PAGE> 75
and municipal authorities. Ambac is a publicly held company whose shares are
traded on the New York Stock Exchange.

Investment Advisory Agreement. Pursuant to an investment advisory agreement
with the Trust dated June 17, 1998 (the "Advisory Agreement"), the Investment
Adviser manages the investment of the assets of the Portfolios, and places
orders for the purchase and sale of investments for the Portfolios. The
Investment Adviser also provides or furnishes, at its own expense, such office
space, facilities, equipment, clerical help, and other personnel and services as
may reasonably be necessary to render the services under the Advisory Agreement.
In addition, the Investment Adviser provides all necessary administrative
services to the Portfolios, and pays the salaries of officers of the Trust and
any fees and expenses of Trustees of the Trust who are also officers, directors
or employees of the Investment Adviser, or who are officers or employees of any
company affiliated with the Investment Adviser, and bears the cost of telephone
service, heat, light, power and other utilities associated with the services it
provides. As compensation for services rendered and expenses assumed by the
Investment Adviser, the Advisory Agreement provides for the payment by each
Portfolio of a monthly fee to the Investment Adviser, which fee is calculated
daily and computed at the annual rate of 0.06% of the net assets of the
Government Money Market Portfolio and at the annual rate of 0.08% of the net
assets of the Money Market Portfolio. As investors in the Portfolios, the Funds
and their shareholders indirectly bear this fee.

Prior to December 21, 1998, Cadre Liquid Asset Fund - U.S. Government
Series invested its assets directly in money market instruments and did not
invest in the Government Money Market Portfolio. For the period April 24, 1996
(commencement of operations of Cadre Liquid Asset Fund - U.S. Government Series)
through October 31, 1996, fees payable to the Investment Adviser by Cadre Liquid
Asset Fund - U.S. Government Series pursuant to the then effective investment
advisory agreement were $48,338, all of which were waived. In addition, the
Investment Adviser reimbursed expenses of Cadre Liquid Asset Fund - U.S.
Government Series in the amount of $129,216 during such period. For the fiscal
year ended October 31, 1997, fees payable by Cadre Liquid Asset Fund - U.S.
Government Series to the Investment Adviser pursuant to the advisory agreement
were $157,391, a portion of which was waived. During the 1997 fiscal year, the
Investment Adviser also reimbursed expenses of Cadre Liquid Asset Fund - U.S.
Government Series of $70,147. For the fiscal year ended October 31, 1998, fees
payable by Cadre Liquid Asset Fund - U.S. Government Series to the Investment
Adviser pursuant to the investment advisory agreement were $160,337, a portion
of which was waived. Each Fund, other than Cadre Liquid Asset Fund - U.S.
Government Series, did not commence operations until after October 31, 1998.

The Advisory Agreement requires that the Investment Adviser use its best
efforts in the supervision and management of the investment activities of the
Portfolios and in providing services, and provides that the Adviser shall not be
liable to the Trust, the Portfolios or shareholders for any error in investment
judgment, or in the absence of willful misfeasance, bad faith, negligence or
reckless disregard of its

21
<PAGE> 76
obligations hereunder, for any mistake of law or for any act or omission by the
Adviser. The Advisory Agreement in no way restricts the Investment Adviser from
acting as investment adviser to others.

The Advisory Agreement was approved by the Board of Trustees, including a
majority of the Independent Trustees, who are not parties to the Advisory
Agreement or interested persons of the Investment Adviser, for an initial term
expiring June 17, 2000 at a meeting held in person on June 17, 1998. The
Advisory Agreement was also approved by the shareholders of Cadre Liquid Asset
Fund - U.S. Government Series, the then sole operating series of the Trust, on
October 30, 1998. The Agreement may be continued in effect from year to year
after its initial term upon the approval of the holders of shares of each
Portfolio or the approval of the Board of Trustees. In seeking such approval by
the holders of shares of each Portfolio, each of the Funds will seek
instructions from its shareholders as to how that Fund's shares of the
applicable Portfolio will be voted and will vote its shares of that Portfolio in
accordance with those instructions. Similar instructions will also be sought by
any other series of the Trust and by each other registered investment company
that may invest its assets in a Portfolio. In the case of certain other
investment funds that invest in a Portfolio, such funds may vote their shares of
that Portfolio either in accordance with the same procedures or in the same
proportion as the shares of other holders of shares of such Portfolio are voted.
Each annual continuance of the Advisory Agreement also requires approval by a
vote of a majority of the Independent Trustees cast in person at a meeting
called for the purpose of voting on such continuance. The Advisory Agreement may
be terminated at any time, without penalty, on sixty days' written notice by the
Board of Trustees of the Trust, by vote of the holders of a majority (as defined
in the 1940 Act) of the outstanding securities of a Portfolio, or by the
Investment Adviser. The Advisory Agreement provides for its automatic
termination in the event of its assignment (as defined in the 1940 Act and the
rules thereunder).

The Trust has acknowledged that the name "Cadre" is a property right of the
Investment Adviser and other affiliates of Ambac Financial Group, Inc., and has
agreed that the Investment Adviser and its affiliated companies may use and
permit others to use that name. If the Advisory Agreement is terminated, the
Trust may be required to cease using the name Cadre as part of its name or the
name of any series of the Trust unless otherwise permitted by Ambac Financial
Group, Inc. or any successor to its interest in such name.

Administration Agreement. The Investment Adviser provides administration
services to the Funds, pursuant to an administration agreement with the Trust
dated August 1, 1997, as amended on November 1, 1998 (the "Administration
Agreement"). Pursuant to the Administration Agreement, the Investment Adviser
provides the Funds with various administrative services required in connection
with the operations of the Trust and the Funds. These services include, among
other things: accounting services and the maintenance of required books and
records, valuation of assets and the calculation of the net asset values per
share of the Funds, preparation of financial statements and regulatory filings,
tax assistance in the preparation and review of tax returns, monitoring of
investment compliance and the

22
<PAGE> 77
preparation of materials for meetings of the Board of Trustees and shareholders.
Under the Administration Agreement, the Investment Adviser is required to
provide persons affiliated with the Investment Adviser to serve as officers of
the Trust and to maintain such office facilities as necessary to provide the
administrative services it furnishes to the Trust. The Prospectuses contain a
description of the fees payable to the Investment Adviser under the
Administration Agreement.

The Administration Agreement has an initial term expiring August 1, 1999,
and may be continued in effect from year to year thereafter if such continuance
is approved annually by the Board of Trustees, including the vote of a majority
of the Independent Trustees. The Administration Agreement terminates
automatically in the event of its "assignment," as defined by the 1940 Act and
the rules thereunder, and may be terminated by either party without penalty on
not less than 60 days' written notice. The agreement also provides that neither
the Investment Adviser nor its personnel shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the Investment Adviser's performance of its obligations and duties under
the agreement, except for those resulting from its willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its duties.

Under the Administration Agreement, the Investment Adviser has agreed to
pay or absorb the operating expenses of each Fund (including any fees or expense
reimbursements payable to the Investment Adviser or any affiliate of the
Investment Adviser pursuant to such Agreement or any other agreement, but
excluding interest, taxes, brokerage commissions, litigation expenses and
extraordinary expenses of each Fund) ("Operating Expenses"), and including each
Fund's share of the Operating Expenses of the Portfolio in which the Fund
invests, which exceed in the aggregate the following per annum rates as a
percentage of a Fund's average daily net assets (the "Expense Limitation"):

<TABLE>
<CAPTION>
Name of Fund Expense Limitation
(% of a Fund's average
daily net assets)
<S> <C>
Cadre Liquid Asset Fund -
U.S. Government Series 0.44%
Cadre Liquid Asset Fund -
Money Market Series .47%
Cadre Affinity Fund -
U.S. Government Series .55%
Cadre Affinity Fund -
Money Market Series .57%
SweepCash U.S. Government
Money Market Fund .65%
SweepCash Money Market Fund .67%
Cadre Reserve Fund -
U.S. Government Series .20%
Cadre Reserve Fund -
Money Market Series .22%
</TABLE>

The Expense Limitation will remain in effect as to each Fund unless and
until the Board of Trustees of the Trust approves its modification or
termination; provided, however, that the Expense Limitation will terminate as to
a Fund in the event that any agreement

23
<PAGE> 78
now in effect between the Trust on behalf of such Fund and the Investment
Adviser (or any affiliate of the Investment Adviser) (including for this purpose
any agreement between the Trust, on behalf of any series of the Trust in which
such Fund invests substantially all of its assets, and the Investment Adviser or
any affiliate of the Investment Adviser) is terminated by the Trust without the
consent of the Investment Adviser or the Investment Adviser affiliate that is a
party to such agreement.

The Trust, on behalf of each Fund subject to the Expense Limitation, will
carry forward, and has agreed to reimburse the Investment Adviser for, any
Operating Expenses of such Fund in excess of the Expense Limitation that are
paid or assumed by the Investment Adviser pursuant to the agreement set forth in
the paragraph above, regardless of the year in which such excess expenses were
incurred. This reimbursement will be made as promptly as possible, and to the
maximum extent permissible, without causing the Operating Expenses of the
applicable Fund for any year to exceed the Expense Limitation. This agreement of
the Trust to reimburse the Investment Adviser for excess expenses of any Fund
paid or absorbed by the Investment Adviser will terminate in the event the
Investment Adviser or any affiliate of the Investment Adviser terminates any
agreement now in effect between the Trust on behalf of such Fund and the
Investment Adviser (or any affiliate of the Investment Adviser) (including for
this purpose any agreement between the Trust, on behalf of any series in which
such Fund invests substantially all of its assets, and the Investment Adviser or
any affiliate of the Investment Adviser) without the consent of the Trust.

Cadre Liquid Asset Fund - U.S. Government Series paid the former
administrator for the Trust $47,686 for the period April 24, 1996 (commencement
of operations) through October 31, 1996 and $44,753 for the period November 1,
1996 through July 31, 1997. For the period August 1, 1997 through October 31,
1997, fees payable by Cadre Liquid Asset Fund - U.S. Government Series to the
Investment Adviser for administrative services were $36,303, a portion of which
were waived. For the fiscal year ended October 31, 1998, fees payable by Cadre
Liquid Asset Fund - U.S. Government Series to the Investment Adviser for
administrative services were $106,892 a portion of which was waived.

Transfer Agent Agreement. The Investment Adviser serves as the transfer
agent of the Funds and the Portfolios pursuant to the terms of an amended
transfer agent agreement dated November 2, 1998. Each of the Funds pays fees to
the Investment Adviser for transfer agency services. With respect to each Fund
these fees are computed at the annual rate of 0.05% of the first $250 million of
such Fund's net assets, 0.04% on the next $750 million of net assets, and 0.03%
of net assets exceeding $1 billion. No fee is paid by the Portfolios for
transfer agent services. During the period August 1, 1997 through October 31,
1997, fees payable by Cadre Liquid Asset Fund - U.S. Government Series to the
Investment Adviser for transfer agent services were $18,152, a portion of which
was waived. During the fiscal year ended October 31, 1998, fees payable by Cadre
Liquid Asset Fund - U.S. Government Series to the Investment Adviser for
transfer agent services were $53,446, a portion of which was waived.

24
<PAGE> 79
TRUSTEES AND OFFICERS

The Board of Trustees has the overall responsibility for monitoring the
operations of the Trust, the Funds and the Portfolios and for supervising the
services provided by the Investment Adviser and other organizations. The
officers of the Trust are responsible for managing the day-to-day operations of
the Trust and the Funds.

Set forth below is information with respect to each of the Trustees and
officers of the Trust, including their principal occupations during the past
five years.

<TABLE>
<CAPTION>
Name, Position with Trust, Principal Occupations
Age and Address During Last Five Years
- -------------------------- ----------------------

<S> <C>
*William T. Sullivan, Jr. Chairman and Chief Executive Officer,
Trustee, Chairman, CEO and Cadre Financial Services, Inc. and Cadre
President, 53 Securities, Inc. (brokerage services)

*David L. Boyle Vice Chairman of Ambac Financial
Trustee, 51 Group, Inc. Prior to joining Ambac,
Ambac Financial Group, Inc. Managing Director
One State Street of Worldwide Services,
New York, New York 10004 Citibank, N.A.

Harvey A. Fein Chief Financial Officer, Molina Medical
2238 Glendon Avenue Medical Centers; formerly, independent
Los Angeles, California 90064 financial consultant (1994-1995) and
Trustee, 52 Director of Finance, Blue Cross of
California - Wellpoint Health Networks

Donald Gray, Jr. Director of Finance, City of New London
Trustee, 48 Executive Director, New England
Director of Finance States Government
City of New London Finance Officers Association
181 State St.
New London, CT 06320

*C. Roderick O'Neil Chairman, O'Neil Associates (investment
Trustee, 67 and financial consulting firm); Director,
375 Park Avenue Ambac Financial Group, Inc., AMBAC
Suite 2602 Assurance Corporation, Fort Dearborn
New York, New York 10152 Income Securities, Inc. and Beckman
Instruments, Inc.; Trustee, Memorial
Drive Trust (finance)

Russell E. Galipo Vice President and Manager of Shawmut
Trustee, 66 Bank CT., N.A. from 1973 to 1994
4538 Alpine Drive
Lakeland, Florida 33801-0502
</TABLE>

25
<PAGE> 80
<TABLE>
<S> <C>
William J. Reynolds Retired
Trustee, 74
51 Fox Run Court
Newington, CT 06111

Don Irvin Tharpe Executive Director, Association of School
3105 Franklins Way Business Officials International;
Herndon, Virginia 22071 formerly, Chairman and Trustee,
Trustee, 46 Investment Services for Education Trust

Martin G. Flanigan Vice President and Controller, Cadre
Treasurer, 35 Financial Services, Inc. and Cadre
Securities, Inc.; Vice President and
Mutual Funds Controller, Union Bank of
Switzerland; Vice President, Concord
Holding Corporation; and Assistant
Treasurer of Pacific Horizon Funds,
Emerald Funds, Vista Funds, Prairie
Funds, Infinity Funds, 231 Funds,
Pilot Funds and BNY Hamilton Funds

William M. Sullivan, Esq. General Counsel of Cadre Financial
Secretary, 31 Services, Inc. and Cadre Securities, Inc.

Linda Cassesse Registration Manager of Cadre Financial
Assistant Secretary, 46 Services, Inc. and Cadre Securities Inc.;
from 1995 to 1997 assisted New York City
Marshall Henry Daley; 1990 to 1995
Registration Manager Lanborn Asset
Management.
</TABLE>

- --------------------
* Trustee who is an "interested person" of the Trust, as defined in the 1940
Act.

Except as otherwise indicated above, the address of each Trustee and
officer of the Trust is 905 Marconi Avenue, Ronkonkoma, New York 11779. Mr.
Sullivan, Mr. Boyle, and Mr. O'Neil are Trustees who are "interested persons"
of the Trust, as defined in the 1940 Act, by virtue of their affiliations
with the Investment Adviser or companies affiliated with the Investment
Adviser.

Trustees who are not employees of the Investment Adviser or one of its
affiliated companies and who also are not affiliated with investors in the Funds
or with investors in other funds that invest in the Portfolios, are paid fees by
the Trust. Such Trustees are paid an annual retainer of $5,000 and receive an
attendance fee of $750 for each meeting of the Board of Trustees they attend. If
such Trustees serve as members of the Audit Committee they receive an attendance
fee of $750 for each Audit Committee meeting they attend, with the Chairman of
the Audit Committee receiving an additional $1,000 annual fee. The Audit
Committee is comprised of three of the Independent Trustees. Officers of the
Trust receive no compensation from the Trust. All Trustees who

26
<PAGE> 81
are not employees of the Investment Adviser or its affiliated companies are
reimbursed for reasonable out-of-pocket expenses incurred in connection with the
performance of their responsibilities, including travel related expenses. As of
the date of this Statement of Additional Information, the Trustees and officers
of the Trust, as a group, owned less than 1% of the outstanding shares of the
Trust and the Fund.

The following table sets forth certain information regarding the
compensation received by the Trustees of the Trust for the fiscal year ended
October 31, 1998.

COMPENSATION TABLE*

<TABLE>
<CAPTION>
Pension or
Retirement Total
Aggregate Benefits Compensation
Compensation Accrued as Part from Trust Paid
Name of Person from Trust of Fund Expenses to Trust

<S> <C> <C> <C>
William T. Sullivan, Jr. $ 0 $ 0 $ 0

Donald W. Green $ 5,000 $ 0 $ 5,000

C. Roderick O'Neil $ 8,750 $ 0 $ 8,750

Russell E. Galipo $11,250 $ 0 $11,250

David L. Boyle $ 0 $ 0 $ 0

William J. Reynolds $ 8,250 $ 0 $ 8,250

Donald E. Gray, Jr. $ 0 $ 0 $ 0
</TABLE>

EXPENSES

All expenses of the Trust, the Funds and the Portfolios not expressly
assumed by the Investment Adviser or the Distributor are paid by the Trust. The
Funds bear pro rata portions of the expenses of the Trust and the Portfolios.
Expenses borne by the Trust, the Funds and the Portfolios include, but are not
limited to: fees for investment advisory and administration services, the fees
and expenses of any registrar, custodian, accounting agent, transfer agent or
dividend disbursing agent; brokerage commissions; taxes; registration costs of
the Trust and its shares under federal and state securities laws; the cost and
expense of printing, including typesetting, and distributing prospectuses and
supplements thereto to shareholders; all expenses of shareholders' and Trustees'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of Trustees or members of any advisory
board or committee who are not employees of the Investment Adviser or any
affiliate of the Investment Adviser; all expenses incident to any dividend,
withdrawal or redemption options; charges and expenses of any outside service
used for

27
<PAGE> 82
pricing shares of the Trust; fees and expenses of legal counsel; fees and
expenses of the Trust's independent auditors; membership dues of industry
associations; interest on Trust borrowings; postage; insurance premiums on
property or personnel (including officers and Trustees) of the Trust which inure
to its benefit; and extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification relating
thereto). As described under "Investment Advisory and Other Services --
Administration Agreement," the Investment Adviser has agreed to pay or absorb
certain expenses of the Funds and the Trust, on behalf of the Funds, has agreed
to reimburse the Investment Adviser for amounts paid or absorbed pursuant to
this agreement, subject to certain conditions and limitations.

PERFORMANCE INFORMATION

Calculation of Yield. The Funds may publish quotations of "current yield"
and "effective yield" in advertisements, sales materials and shareholder
reports. Current yield is the simple annualized yield for an identified seven
calendar day period. This yield calculation is based on a hypothetical account
having a balance of exactly one share of a Fund at the beginning of the
seven-day period. The base period return is the net change in the value of the
hypothetical account during the seven-day period, including dividends declared
on any shares purchased with dividends on the shares but excluding any capital
changes. Yield will vary as interest rates and other conditions change. The
yield of Cadre Liquid Asset Fund - U.S. Government Series for the seven-day
period ended October 31, 1998, was 4.77%, which is equivalent to an effective
yield of 4.88%. Yields also depend on the quality, length of maturity and type
of instruments held and operating expenses of the Fund. For the fiscal year
ended October 31, 1998, the Investment Adviser had voluntarily agreed to waive
its fees and to reimburse certain expenses of Cadre Liquid Asset Fund - U.S.
Government Series. The yield of Cadre Liquid Asset Fund - U.S. Government Series
quoted above reflects the effect of this fee waiver and reimbursement of
expenses without which the yield would have been lower.

Effective yield is computed by compounding the unannualized seven-day
period return as follows: by adding 1 to the unannualized seven-day base period
return, raising the sum to a power equal to 365 divided by 7, and subtracting 1
from the result.
365/7
Effective yield = [(base period return + 1) ]-1

Calculation of Total Return. The Funds may also disseminate quotations of
their average annual total return and other total return data from time to time.
Average annual total return quotations for the specified periods are computed by
finding the average annual compounded rates of return (based on net investment
income and any realized and unrealized capital gains or losses on investments
over such periods) that would equate the initial amount invested to the
redeemable value of such investment at the end of each period. In making these
computations, all dividends and distributions are assumed to be reinvested and
all applicable recurring and non-recurring expenses are

28
<PAGE> 83
taken into account. The Funds also may quote annual, average annual and
annualized total return and aggregate total return performance data, both as a
percentage and as a dollar amount based on a hypothetical investment amount, for
various periods.

Total return quotations will be computed in accordance with the following
formula, except that as required by the periods of the quotations, actual
annual, annualized or aggregate data, rather than average annual data, may be
quoted:
n
P(1+T) = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical
$1,000 payment made at the beginning of the period.

Actual annual or annualized total return data generally will be lower than
average annual total return data because the average rates of return reflect
compounding of return. Aggregate total return data, which is calculated
according to the following formula, generally will be higher than average annual
total return data because the aggregate rates of return reflect compounding over
longer periods of time:

ERV - P
-------
P

Where: P = a hypothetical initial payment of $1,000.
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period.

Yield and total return quotations are based upon the historical performance
of the Funds and are not intended to indicate future performance. The yield and
total return of the Funds fluctuate and will depend upon not only changes in
prevailing interest rates, but also upon any realized gains and losses and
changes in the Funds' expenses.

GENERAL INFORMATION

Description Of Shares. Interests in the Funds are represented by shares of
beneficial interest, $.001 par value. The Trust is authorized to issue an
unlimited number of shares, and may issue shares in series, with each series
representing interests in a separate portfolio of investments (a "series"). As
of the date of this Statement of Additional Information, there were ten series
of the Trust: Government Money Market Portfolio; Money Market Portfolio; Cadre
Liquid Asset Fund - U.S. Government Series; Cadre Liquid Asset Fund - Money
Market Series; Cadre Affinity Fund - U.S. Government Series; Cadre Affinity
Fund - Money Market Series; SweepCash U.S. Government Money Market Fund;
SweepCash Money Market Fund; Cadre Reserve Fund - U.S. Government Series; and
Cadre Reserve Fund - Money Market Series. Shares of the Government Money Market
Portfolio and the Money Market Portfolio may be held only by other

29
<PAGE> 84
series of the Trust (including the Funds) and by certain other investment funds.

Each share of each Fund represents an equal proportionate interest in that
Fund with each other share of that Fund, without any priority or preference over
other shares. All consideration received from the sale of shares of a particular
Fund, all assets in which such consideration is invested, and all income,
earnings and profits derived therefrom are allocated to and belong to that Fund.
As such, the interest of shareholders in each Fund is separate and distinct from
the interest of shareholders of the other Funds, and shares of a Fund are
entitled to dividends and distributions only out of the net income and gains, if
any, of that Fund as declared by the Board of Trustees. The assets of each Fund
and each other series of the Trust (including the Portfolios) are segregated on
the Trust's books and are charged with: the expenses and liabilities of that
Fund or series; a pro rata share of the general expenses and liabilities of the
Trust not attributable solely to any particular series; and, in the case of the
Funds which invest in a Portfolio, a pro rata share of the expenses and
liabilities of the applicable Portfolio. The Board of Trustees determines those
expenses and liabilities deemed to be general expenses and liabilities of the
Trust, and these items are allocated among Funds and other series of the Trust
in a manner deemed fair and equitable by the Board of Trustees in its sole
discretion.

As of February 22, 1999, the following entities owned of record or are
known by the Trust to own beneficially 5% or more of the outstanding shares of
Cadre Liquid Asset Fund - U.S. Government Series:

<TABLE>
<S> <C>
Ambac Financial Group, Inc.(1) 27.12%
One State Street Plaza
New York, New York

Town of Suffield 21.13%
Treasurer' Office
83 Mountain Road
Suffield, Connecticut 06078

Fort Walton Beach, City of 9.87%
107 Miracle Strip Parkway SW
Fort Walton Beach, Florida

Town of North Haven 7.43%

Sequoia Healthcare District 6.09%
</TABLE>

As of February 22, 1999, the following entities owned of record or are
known by the Trust to own beneficially 5% or more of the outstanding shares of
Cadre Reserve Fund - U.S. Government Series:

<TABLE>
<S> <C>
Ambac Financial Group, Inc.(1) 62.33%
One State Street Plaza
New York, New York

New Britian, City of 26.24%
7 West Main Street
New Britian, CT 06051

Connie Lee 6.25%
</TABLE>

30
<PAGE> 85
- -------
(1) Ownership percentage includes indirect beneficial ownership of the shares of
the Fund owned by subsidiaries of Ambac Financial Group, Inc., including
Ambac Assurance Corporation.

The Portfolios. The Portfolios are organized as separate series of the
Trust. Investors in the Portfolios may include the Funds and other series of the
Trust, other registered investment companies (or series thereof), and certain
other types of investment funds. Each investor in the Portfolios, including the
Funds, may add to or reduce its investment in the Portfolios on each Business
Day. At 4:00 p.m. (Eastern time) on each such Business Day, the net asset value
per share of a Portfolio is determined. On days for which the Public Securities
Association recommends an early closing of the U.S. government securities
markets, the computation of net asset value per share will be made as of such
earlier closing time, rather than as of 4:00 p.m.

Trustee and Officer Liability. Under the Trust's Declaration of Trust and
its By-Laws, and under Delaware law, the Trustees, officers, employees and
agents of the Trust are entitled to indemnification under certain circumstances
against liabilities, claims and expenses arising from any threatened, pending or
completed action, suit or proceeding to which they are made parties by reason of
the fact that they are or were such Trustees, officers, employees or agents of
the Trust, subject to the limitations of the 1940 Act which prohibit
indemnification which would protect such persons against liabilities to the
Trust or its shareholders to which they would otherwise be subject by reason of
their own bad faith, willful misfeasance, gross negligence or reckless disregard
of duties.

Shareholder Liability. Under Delaware law, shareholders of the Fund could,
under certain circumstances, be held personally liable for the obligations of
the Trust but only to the extent of the shareholder's investment. However, the
Declaration of Trust disclaims liability of shareholders, Trustees or officers
of the Trust for acts or obligations of the Trust, which are binding only on the
assets and property of the Trust. The risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Trust itself would be unable to meet its obligations and should be
considered remote.

Independent Auditors. KPMG LLP, 757 Third Avenue, New York, New York
10017, are the independent auditors of the Trust. The independent auditors are
responsible for auditing the financial statements and prepare the tax returns of
the Funds and the Portfolios. The selection of the independent auditors is
approved annually by the Board of Trustees.

Custodian. U.S. Bank National Association, U.S. Bank Place, 601 Second
Avenue South, Minneapolis, Minnesota 55402, serves as custodian of the
Trust's assets and maintains custody of the cash and investments

31
<PAGE> 86
of the Funds and the Portfolios. Cash held by the custodian, which may at times
be substantial, is insured by the Federal Deposit Insurance Corporation up to
the amount of available insurance coverage limits (presently, $100,000).

Shareholder Reports. Shareholders of the Trust are kept fully informed
through annual and semi-annual reports showing diversification of investments,
securities owned and other information regarding the activities of the Funds.
The financial statements of the Funds and the Portfolios are audited each year
by the Trust's independent auditors.

Legal Counsel. Schulte Roth & Zabel LLP, New York, New York, serves as
counsel to the Trust.

Registration Statement. This Statement of Additional Information and the
Prospectuses do not contain all of the information set forth in the Registration
Statement the Trust has filed with the SEC. The complete Registration Statement
may be obtained from the SEC upon payment of the fee prescribed by the rules and
regulations of the SEC.

Financial Statements. The following audited financial statements of Cadre
Liquid Asset Fund - U.S. Government Series (formerly known as Cadre
Institutional Investors Trust Liquid Asset Fund) and the notes thereto and the
report of independent auditors with respect to such financial statements, are
incorporated herein by reference to the 1998 Annual Report of Cadre Liquid Asset
Fund - U.S. Government Series: Portfolio of Investments; Statement of Assets
and Liabilities; Statement of Operations; and Statement of Changes in Net
Assets. No other information or statement contained in the Annual Report, other
than those referred to above, is incorporated by reference or is a part of this
Statement of Additional Information.