CADRE INSTITUTIONAL INVESTORS TRUST, 485BPOS, 2000-02-28

CADRE INSTITUTIONAL INVESTORS TRUST
485BPOS, 2000-02-28

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As filed with the Securities and Exchange Commission on February 28, 2000

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /

Post-Effective Amendment No. 7 /X/
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 8 /X/

(Check appropriate box or boxes.)
CADRE INSTITUTIONAL INVESTORS TRUST
-----------------------------------
(Exact Name of Registrant as Specified in Charter)

905 Marconi Avenue
RONKONKOMA, NEW YORK 11779
--------------------------
(Address of Principal Executive Offices)

(631) 467-0200
(Registrant's Telephone Number, Including Area Code)

Anne G. Gill, Esq.

Cadre Institutional Investors Trust

c/o Ambac Financial Group, Inc.
One State Street Plaza
NEW YORK, NEW YORK 10004

(Name and address of Agent for Service)

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

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

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

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

<PAGE>

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

FEBRUARY 28, 2000

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

Cadre Affinity Fund - U.S. Government 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>

TABLE OF CONTENTS

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

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

Investor Expenses..................................................1

Investment Objective and Policies................................. 2

Management Arrangements............................................4

How to Buy Shares..................................................4

How to Redeem Shares...............................................6

Exchange Privilege.................................................7

Net Asset Value....................................................8

Dividends and Distributions........................................8

Taxes..............................................................9

Distribution Plan..................................................10

Performance Information............................................10

Additional Information.............................................10

Financial Highlights...............................................13

<PAGE>

ABOUT THE FUND

INVESTMENT GOALS. Cadre Affinity Fund - U.S. Government 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 U.S. Government Money Market
Portfolio. The Portfolio, like the Fund, is a series of the Trust. The Portfolio
has the same investment objective and substantially the same investment policies
as the Fund. Cadre Financial Services, Inc. is the Portfolio's investment
adviser.

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

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.

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 onactual expenses incurred for the
period ended October 31, 1999.

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

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<PAGE>

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

<S> <C>
Management Fees(1)............................................................0.30%
Distribution (12b-1) Fees.....................................................0.10%
Other Expenses(2)...............................................................67%
Total Annual Fund Operating Expenses (before reimbursement
and/or waiver) .... ...................................................... 1.07%
Reimbursement and/or waiver of Fund Expenses(3)............................. (0.52%)
Total Annual Fund Operating Expenses (after reimbursement and/or waiver)......0.55%

<FN>
(1) Includes investment advisory fee of the Portfolio.

(2) Includes the Fund's share of the Portfolio's operating expenses
other than the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's
share of the Portfolio's expenses) to the extent necessary to assure
that total ordinary operating expenses of the Fund do not exceed an
annual rate of 0.55% of the average daily net assets of the Fund.
This expense limitation may not be modified or eliminated except with
the approval of the Board of Trustees of the Trust. Excess expenses
paid or absorbed by Cadre Financial are carried forward and may be
repaid by the Fund in the future, but only if the repayment does not
cause the expense limitation to be exceeded. As of October 31, 1999,
excess expenses subject to reimbursement by the Fund were $39,150.
</FN>
</TABLE>

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

$56.22 $176.29 $307.28 $689.28

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Cadre Affinity Fund - U.S. Government Series" (the "Fund")
seeks to provide high current income, consistent with preservation of capital
and maintenance of liquidity.

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<PAGE>

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

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

The 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.

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 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.

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.

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.

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<PAGE>

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

MANAGEMENT ARRANGEMENTS

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

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, interest rate swaps,
investment advisory and administrative services to states, municipalities and
municipal authorities. Ambac is a publicly held company whose shares are traded
on the New York Stock Exchange.

As of January 31, 2000, the Investment Adviser provided investment advisory
services to accounts with assets of approximately $2.3 billion. In addition,
through its subsidiaries, Ambac manages its own portfolios of approximately $9
billion.

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

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

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.

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<PAGE>

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought . 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 (select option 2).

Prior to making an initial investment, an account number must be obtained. To
obtain an account number, please call 1-800-221-4524 (select option 4). You must
also mail a completed account application to:

Cadre Affinity Fund - U.S. Government 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
(select option 2).

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 - U.S. Government Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # 104755879186
Further Credit: ___________________________
Entity Name: ____________________________

Fund Account #

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<PAGE>

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 - U.S. Government Series. Purchase
checks should be sent to:

Cadre Affinity Fund - U.S. Government 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.

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 (select
option 4) for further information and to request the necessary forms.

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,
(select option 2).

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 during any 90 day period
redeems 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
(select option 2). 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.

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<PAGE>

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.

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 - U.S. Government 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 a 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 - U.S.
Government 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.

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.

-7-
<PAGE>

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."

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 gain. 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.

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<PAGE>

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.

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 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.

-9-

<PAGE>

DISTRIBUTION PLAN

The Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company
Act that authorizes it to pay expenses relating to the sale and distribution of
its shares. Pursuant to the plan, the Fund makes payments to the Distributor in
an amount equal to an annual rate of 0.10% of the Fund's average daily net
assets to compensate the Distributor for distribution related services it
provides to the Fund. Because the payments are made from fund assets on an
on-going basis, over time it will increase the cost of an investment in shares
and may cost more than paying other types of sales charges.

The Distributor 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 or the Distributor. These services may
include, but are not limited to, granting a license to the Fund to use the
organization's name and logos, providing the Distributor with mailing lists of
its members and information about its members and permitting dissemination of
Fund materials to its members. The Distributor may also make payments to banks
and brokerage firms that distribute shares of the Fund to customers for
providing shareholder related services. Payments to a bank or broker are made at
the annual rate of 0.10% of the average daily net assets of the Fund
attributable to shares held by customers of that bank or broker.

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.

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 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.

-10-

<PAGE>

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.

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 Fund shares are voted
regarding 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

-11-

<PAGE>

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.

-12-

<PAGE>

FINANCIAL HIGHLIGHTS

The following Information has been audited by KPMG LLP, independent auditors,
whose report thereon appears in the Fund's annual report dated October 31, 1999.
This information should be read in conjunction with the financial statements,
the notes thereto and the independent auditors report which is incorporated by
reference in the Statement of Additional Information.

Period Ended October 31,
1999 (1)
---------------------------

<S> <C>
Net Asset Value, beginning of period .................... $ 1.000
------------

Income from Investment Operations:
Net investment income (2) .......................... 0.023
------------

Less Dividends from:
Net investment income .............................. (0.023)
------------

Total Dividends ......................................... (0.023)
------------

Net increase in net asset
value ................................................... --
------------

Net Asset Value, end of period .......................... $ 1.000
============

Total return ............................................ 2.29% *

Ratio/Supplemental Data:
Net Assets, end of period (000's) ....................... $ 24,956
------------

Ratio to average net assets:
Net investment income including reimbursement/waiver 4.58% **
Operating expenses including reimbursement/waiver .. 0.55% **
Operating expenses excluding reimbursement/waiver .. 1.07% **

<FN>
*- Not Annualized
**- Annualized
(1) The Fund commenced operations on May 3, 1999.
(2) Net investment income per share before waiver of fees and reimbursement of
expense by the Investment Advisor was $0.0202 for the period ended October 31,
1999.
</FN>

</TABLE>

-13-

<PAGE>

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 February 28, 2000.
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 (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

-14-

<PAGE>

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

PROSPECTUS

FEBRUARY 28, 2000

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

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.

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

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>

TABLE OF CONTENTS

CADRE AFFINITY 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.......................................................7

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

Net Asset Value.......................................................... 10

Dividends and Distributions...............................................10

Taxes.....................................................................11

Distribution Plan.........................................................12

Performance Information...................................................12

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

Financial Highlights......................................................15

<PAGE>

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.

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.

-1-

<PAGE>

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 actual expenses incurred for the
period ended October 31, 1999.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<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

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

Management Fees(1)......................................................... 0.32%
Distribution (12b-1) Fees.................................................. 0.10%
Other Expenses(2).......................................................... 0.44%
Total Annual Fund Operating Expenses
(before reimbursement and/or waiver)................................... 0.86%
Reimbursement and/or Waiver of Fund Expenses(3)............................(0.29%)
Total Annual Fund Operating Expenses (after reimbursement and/or waiver) ...0.57%

<FN>
- -----------------
(1) Includes investment advisory fee of the Portfolio.

(2) Includes the Fund's share of the Portfolio's 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. As of October 31, 1999, excess expenses subject
to reimbursement by the Fund were $29,610.
</FN>
</TABLE>

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.

-2-

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

$58.26 $182.65 $318.29 713.62

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.

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.

The Portfolio may invest in the following types of securities:

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

-3-

<PAGE>

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.

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. 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

-4-

<PAGE>

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.

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").

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.

-5-

<PAGE>

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought. 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."

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 (select option 2). Prior to making an initial investment, an
account number must be obtained. To obtain an account number, please call
1-800-221-4524 (select option 4). 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.

-6-

<PAGE>

For additional information on purchasing shares, please call 1-800-221-4524
(select option 2).

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

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

HOW TO REDEEM SHARES

-7-

<PAGE>

For additional information on redeeming shares, please call 1-800-221-4524
(select option 2).

-8-

<PAGE>

Written redemption requests should be sent to:

Cadre Affinity 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 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.

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.

-9-

<PAGE>

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.

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

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.

-10-

<PAGE>

TAXES

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.

-11-

<PAGE>

DISTRIBUTION PLAN

PERFORMANCE INFORMATION

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 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.

-12-

<PAGE>

ADDITIONAL INFORMATION

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 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 Fund shares are voted regarding
those matters.

-13-

<PAGE>

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.

-14-

<PAGE>

FINANCIAL HIGHLIGHTS

Period Ended
October 31, 1999 (1)
-------------------

<S> <C>
Net Asset Value, beginning of period........................... $ 1.000
------------

Income from Investment Operations:
Net investment income (2)................................. 0.023
-------------

Less Dividends from:
Net investment income..................................... (0.023)
-------------

Total Dividends................................................ (0.023)
-------------

Net increase in net asset
value.......................................................
--
-------------

Net Asset Value, end of period................................. $ 1.000
=============

Total return................................................... 2.35% *

Ratio/Supplemental Data:
Net Assets, end of period (000's).............................. $ 49,512
-------------

Ratio to average net assets:
Net investment income including reimbursement/waiver...... 4.65% **
Operating expenses including reimbursement/waiver......... 0.57% **
Operating expenses excluding reimbursement/waiver......... 0.86% **

-15-

<PAGE>

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.

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>

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

PROSPECTUS

February 28, 2000

- --------------------------------------------------------------------------------
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>

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

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

<PAGE>

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.

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.

-1-

<PAGE>

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 actual expenses incurred for the
period ended October 31, 1999.

Shareholder Fees (Fees Paid Directly From Your Investment)

<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

Annual Fund Operating Expenses (Expenses That Are Deducted From Fund Assets) (As
A Percentage Of Average Net Assets)

Management Fees(1).................................................................. 0.23%
Distribution (12b-1) Fees.............................................................None
Other Expenses(2)....................................................................1.64%
Total Annual Fund Operating Expenses (before reimbursement and/or waiver)........... 1.87%
Reimbursement and/or Waiver of Fund Expenses(3)....................................(1.65%)
Total Annual Fund Operating Expenses (after reimbursement and/or waiver)............ 0.22%

- ---------------
<FN>

(1) Includes investment advisory fee of the Portfolio.

(2) Includes the Fund's share of the Portfolio's 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. As of October 31, 1999,
excess expenses subject to reimbursement by the Fund were $54,177.
</FN>
</TABLE>

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-

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 5 Years 10 Years
------ ------- ------- -------

$22.53 $70.86 $123.92 $280.43

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.

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:

-3-

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.

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.

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.

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

-4-

<PAGE>

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

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 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").

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, interest rate swaps,
investment advisory and administrative services to states, municipalities and
municipal authorities. Ambac is a publicly held company whose shares are traded
on the New York Stock Exchange.

-5-

<PAGE>

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:

0.10% 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.

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought. 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."

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 (select option 2).

-6-

<PAGE>

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
(select option 2).

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

-7-

<PAGE>

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.

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 (select
option 4) for further information and to request the necessary forms .

HOW TO REDEEM SHARES

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
(select option 2).

Telephone Redemption Procedures. You may redeem shares by calling 1-800-221-4524
(select option 2). 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.

-8-

<PAGE>

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 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>

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

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

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

-10-

<PAGE>

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>

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.

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>

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

PERFORMANCE INFORMATION

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.

-13-

<PAGE>

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.

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 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 Fund shares are voted on regarding
those matters.

-14-

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.

-15-

<PAGE>

FINANCIAL HIGHLIGHTS

Period Ended October
31, 1999 (1)
-----------------------

<S> <C>
Net Asset Value, beginning of period.............................. $ 1.000
------------

Income from Investment Operations:
Net investment income (2).........................................
0.023
------------

Less Dividends from:
Net investment income............................................. (0.023)
------------

Total Dividends......................................................... (0.023)
------------

Net increase in net asset
value.................................................................. --

Net Asset Value, end of period....................................... $ 1.000
============

Total return............................................................ 2.50%*

Ratio/Supplemental Data:
Net Assets, end of period (000's).................................... $ 22,397
------------

Ratio to average net assets:
Net investment income including reimbursement/waiver......... 5.08% **
Operating expenses including reimbursement/waiver............ 0.22% **
Operating expenses excluding reimbursement/waiver............ 1.87% **

<FN>
*- Not Annualized
**- Annualized
(1) The Fund commenced operations on May 19, 1999.
(2) Net investment income per share before waiver of fees and reimbursement of
expense by the Investment Advisor was $0.0156 for the period ended October 31,
1999.
</FN>
</TABLE>

-16-

<PAGE>

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.

811-9064
-17-

<PAGE>

CADRE RESERVE FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

FEBRUARY 28, 2000

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

Cadre Reserve Fund - U.S. Government 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>

TABLE OF CONTENTS

CADRE RESERVE FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

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

Investor Expenses..........................................................1

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

Management Arrangements....................................................4

How to Buy Shares..........................................................5

How to Redeem Shares.......................................................7

Exchange Privilege.........................................................8

Net Asset Value...........................................................10

Dividends and Distributions...............................................10

Taxes.....................................................................11

Performance Information...................................................12

Additional Information....................................................12

Financial Highlights......................................................15

<PAGE>

ABOUT THE FUND

INVESTMENT GOALS. Cadre Reserve Fund - U.S. Government 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.

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 actual expenses incurred for the
period ended October 31, 1999.

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

-1-

<PAGE>

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

<S> <C>
Management Fees(1)........................................................ 0.21%
Distribution (12b-1) Fees...................................................None
Other Expenses(2)......................................................... 0.28%
Total Annual Fund Operating Expenses
(before reimbursement and /or waiver)................................... 0.49%
Reimbursement and/or Waiver of Fund Expenses(3).......................... (0.29)%
Total Annual Fund Operating Expenses (after reimbursement and/or waiver).. 0.20%

- --------------------------------------------------------------------------------
<FN>
(1) Includes investment advisory fee of the Portfolio.

(2) Includes the Fund's share of the Portfolio's operating expenses other than
the investment advisory fee.

(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Fund (including the Fund's share
of the Portfolio's expenses) to the extent necessary to assure that
total ordinary operating expenses of the Fund do not exceed an annual
rate of 0.20% of the average daily net assets of the Fund. This expense
limitation may not be modified or eliminated except with the approval
of the Board of Trustees of the Trust. Excess expenses paid or absorbed
by Cadre Financial are carried forward and may be repaid by the Fund in
the future, but only if the repayment does not cause the expense
limitation to be exceeded. As of October 31, 1999, excess expenses subject
to reimbursement by the Fund were $106,236.
</FN>
</TABLE>

EXAMPLE

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

$20.48 $64.44 $112.71 $255.20

-2-

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Cadre Reserve Fund - U.S. Government 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 U.S. Government 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>

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.

MANAGEMENT ARRANGEMENTS

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

-4-

<PAGE>

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

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought. 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."

-5-

<PAGE>

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 (select option 2).

Cadre Reserve Fund - U.S. Government 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
(select option 2).

Cadre Reserve Fund - U.S. Government Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # 104 755 879103
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 - U.S. Government Series. Purchase checks
should be sent to:

Cadre Reserve Fund - U.S. Government 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 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.

-6-

<PAGE>

HOW TO REDEEM SHARES

For additional information on redeeming shares, please call 1-800-221-4524
(select option 2).

-7-

<PAGE>

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.

Written redemption requests should be sent to:

Cadre Reserve Fund - U.S. Government Series
905 Marconi Avenue
Ronkonkoma, New York 11779

EXCHANGE PRIVILEGE

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

-8-

<PAGE>

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

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

-9-

<PAGE>

NET ASSET VALUE

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

DIVIDENDS AND DISTRIBUTIONS

-10-

<PAGE>

TAXES

-11-

<PAGE>

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

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-12-

<PAGE>

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 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 Fund shares are voted regarding
those matters.

-13-

<PAGE>

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

-14-

<PAGE>

FINANCIAL HIGHLIGHTS

Period Ended October 31,
1999 (1)
---------------------------

<S> <C>
Net Asset Value, beginning of period............................ $ 1.000
-----------

Income from Investment Operations:
Net investment income (2).................................. 0.040

Less Dividends from:
Net investment income...................................... (0.040)
------------

Total Dividends................................................. (0.040)

Net increase in net asset
value....................................................... --

Net Asset Value, end of period.................................. $ 1.000
============

Total return.................................................... 4.04% *

Ratio/Supplemental Data:
Net Assets, end of period (000's)............................... $114,563
-------------

Ratio to average net assets:
Net investment income including reimbursement/waiver....... 4.86% **
Operating expenses including reimbursement/waiver.......... 0.20% **
Operating expenses excluding reimbursement/waiver.......... 0.49% **

<FN>
*- Not Annualized
**- Annualized
(1) The Fund commenced operations on January 5, 1999.
(2) Net investment income per share before waiver of fees and reimbursement of
expense by the Investment Advisor was $0.0376 for the period ended October
31, 1999.
</FN>
</TABLE>

-15-

<PAGE>

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 February 28, 2000.
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>

CADRE LIQUID ASSET FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

PROSPECTUS

FEBRUARY 28, 2000

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

Cadre Liquid Asset Fund - U.S. Government 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>

TABLE OF CONTENTS

CADRE LIQUID ASSET FUND - U.S. GOVERNMENT SERIES
A SERIES OF CADRE INSTITUTIONAL INVESTORS TRUST

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

Fund Performance........................................................1

Investor Expenses.......................................................3

Investment Objective and Policies.......................................4

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

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

How to Redeem Shares....................................................7

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

Net Asset Value.........................................................9

Dividends and Distributions............................................10

Taxes..................................................................10

Performance Information................................................11

Additional Information.................................................11

Financial Highlights...................................................13

<PAGE>

ABOUT THE FUND

INVESTMENT GOALS. Cadre Liquid Asset Fund - U.S. Government Series is a 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.

FUND PERFORMANCE

The return information provided below illustrates how the Fund's performance can
vary, which is one indication of the risks of investing in the Fund. Please keep
in mind that the Fund's past performance does not represent how it will perform
in the future.

-1-

<PAGE>

CALENDAR YEAR TOTAL RETURNS
---------------------------

[GRAPH DEPICTED HERE] GRAPH DEPICTS THE CALENDAR YEAR RETURNS FOR THE YEARS
1997, 1998 AND 1999.

YEAR RETURNS
1997 5.40%
1998 5.21%
1999 4.78%

-2-

<PAGE>

BEST AND WORST QUARTERLY PERFORMANCE
(DURING THE PERIODS SHOWN ABOVE)

BEST QUARTER RETURN WORST QUARTER RETURN
------------------- --------------------
1.34% (3Q 1997) 1.11% (1Q 1999)

AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/99

FUND/INDEX 1-YEAR SINCE INCEPTION (4-24-96)
---------- ------ -------------------------
Cadre Liquid Asset Fund - 4.78% 4.85%
U.S. Government Series

Merrill Lynch 3-Month
Treasury Bill Index 5.16% 5.18%

Note: The Merrill Lynch 3 Month Treasury Bill Index is an unmanaged index
generally representative of the average yield of three month treasury bills.

For the Fund's current yield information, call 1-800-221-4524.

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 actual expenses incurred for the
year ended October 31, 1999.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<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

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees(1)........................................................ 0.30%
Distribution (12b-1) Fees...................................................None
Other Expenses(2)......................................................... 0.25%
Total Annual Fund Operating Expenses (before reimbursement and/or waiver). 0.55%
Reimbursement and/or Waiver of Fund Expenses(3)...........................(0.10%)
Total Annual Fund Operating Expenses (after reimbursement and/or waiver).. 0.45%
- -------------
<FN>
(1) Includes investment advisory fee of the Portfolio.
(2) Includes the Fund's share of the Portfolio's 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 0.45% 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. As of October 31, 1999, excess expenses subject to
reimbursement by the Fund were $ 36,348.
</FN>
</TABLE>

-3-

EXAMPLE

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$46.02 $144.45 $252.03 $566.87

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. Cadre Liquid Asset Fund - U.S. Government 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 U.S. Government Money Market Portfolio (the
"Portfolio").

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

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

-4-

<PAGE>

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
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.

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-

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought. 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."

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 (select option 2).

Cadre Liquid Asset Fund -- U.S. Government 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
(select option 2).

-6-

Cadre Liquid Asset Fund -- U.S. Government Series
US Bank NA
Minneapolis, MN
ABA # 091 000 022
Cr. Acct # 1702 2503 5030
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 -- U.S. Government Series. Purchase
checks should be sent to:

Cadre Liquid Asset Fund -- U.S. Government Series
905 Marconi Avenue
Ronkonkoma, NY 11779

HOW TO REDEEM SHARES

For additional information on redeeming shares, please call 1-800-221-4524
(select option 2).

-7-

<PAGE>

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.

Written redemption requests should be sent to:

Cadre Liquid Asset Fund -- U.S. Government 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.

-8-

<PAGE>

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of Cadre Reserve Fund -- U.S.
Government 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.

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.

NET ASSET VALUE

-9-

<PAGE>

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

TAXES

-10-

<PAGE>

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-11-

<PAGE>

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 Fund shares are voted
regarding those matters.

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

-12-

<PAGE>

FINANCIAL HIGHLIGHTS

Period ended
Year ended Year ended Year ended October October 31, 1996
October 31, 1999 October 31, 1998 31, 1997 (1)
------------------ ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>

Net Asset Value, beginning
of period ......................... $ 1.000 $ 1.000 $ 1.000 $ 1.000
----------- ----------- ------------ ----------------

Income from Investment Operations:
Net investment income (2) ............... 0.046 0.052 0.053 0.027
----------- ----------- ------------ ----------------

Less Dividends from:
Net investment income ................... (0.046) (0.052) (0.053) (0.027)
Net realized gain ....................... -- -- (0.000)*** --
----------- ----------- ------------ ----------------

Total Dividends ........................... (0.046) (0.052) (0.053) (0.027)

Net increase in net asset value ........... -- -- -- --
----------- ----------- ------------ ----------------

Net Asset Value, end of period ............ $ 1.000 $ 1.000 $ 1.000 $ 1.000
=========== =========== ============ ================

Total Return .............................. 4.70% 5.17% 5.39% 2.72% *

Ratios/Supplemental Data:
Net Assets, end of
period (000's) .................... $ 45,148 $ 98,229 $ 138,661 $ 70,881
----------- ----------- ------------ ----------------

Ratios to average net assets:
Net investment
income including
reimbursement/waiver ................ 4.61% 5.17% 5.38% 5.18% **
Operating expenses
including reimburse-
ment/waiver ......................... 0.45% 0.41% 0.26% 0.20% **
Operating expenses
excluding reimburse-
ment/waiver .......................... 0.55% 0.47% 0.49% 0.75% **

<FN>
* Not Annualized
** Annualized
*** Amount is less than 0.000 per share The Fund commenced investment
operations on April 24, 1996
(2) Net investment income per share before waiver of fees and reimbursement of
expenses by the Investment Advisor was $0.0451, $0.0523, $0.0514 and
$0.024 for the years ended October 31, 1999, 1998 and 1997 and the period
ended October 31, 1996, respectively.
</FN>
</TABLE>

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<PAGE>

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 February 28, 2000.
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

-14-

<PAGE>

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

PROSPECTUS

FEBRUARY 28, 2000

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

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>

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.....................................................7

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

Net Asset Value.........................................................10

Dividends and Distributions.............................................10

Taxes...................................................................11

Performance Information.................................................12

Additional Information..................................................12

Financial Highlights....................................................15

<PAGE>

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

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<PAGE>

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 onactual expenses incurred for the
period ended October 31, 1999.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<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

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

Management Fees(1)...........................................................0.32%
Distribution (12b-1) Fees....................................................None
Other Expenses(2)............................................................0.62%
Total Annual Fund Operating Expenses (before reimbursement and/or waiver)....0.94%
Reimbursement and/or Waiver of Fund Expenses(3).............................(0.47%)
Total Annual Fund Operating Expenses (after reimbursement and/or waiver).....0.47%

- ---------------
<FN>
(1) Includes investment advisory fee of the Portfolio.
(2) Includes the Fund's share of the Portfolio's 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. As
of October 31, 1999, excess expenses subject to reimbursement by the Fund
were $49,221.
</FN>
</TABLE>

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-

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 5 YEARS 10 YEARS
------ ------- ------- --------

$48.06 $150.82 $263.10 $591.45

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>

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

-4-

<PAGE>

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>

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524,
(select option 2) on the day that wire transfer credit is sought. 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."

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 (select option 2).

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.

-6-

<PAGE>

For additional information on purchasing shares, please call 1-800-221-4524
(select option 2).

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

HOW TO REDEEM SHARES

-7-

<PAGE>

For additional information on redeeming shares, please call 1-800-221-4524
(select option 2).

-8-

<PAGE>

Written redemption requests should be sent to:

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

EXCHANGE PRIVILEGE

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

-9-

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.

NET ASSET VALUE

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

DIVIDENDS AND DISTRIBUTIONS

-10-

TAXES

The discussion set forth above regarding federal and state income taxation is
included for general

-11-

<PAGE>

information only. You should consult your tax advisor concerning the federal and
state tax consequences of an investment in the Fund.

PERFORMANCE INFORMATION

ADDITIONAL INFORMATION

-12-

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 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 Fund shares are voted regarding
those matters.

-13-

<PAGE>

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

-14-

FINANCIAL HIGHLIGHTS

Period Ended October 31,
1999 (1)
-------------------------
<S> <C>

Net Asset Value, beginning of period...................... $ 1.000
-----------------
Income from Investment Operations:
Net investment income (2)............................ 0.024
-----------------
Less Dividends from:
Net investment income................................ (0.024)
-----------------

Total Dividends........................................... (0.024)
-----------------

Net increase in net asset value........................... --
-----------------

Net Asset Value, end of period............................ $ 1.000
=================

Total return.............................................. 2.40%*

Ratio/Supplemental Data:
Net Assets, end of period (000's)......................... $ 36,415
-----------------

Ratio to average net assets:
Net investment income including reimbursement/waiver. 4.72% **
Operating expenses including reimbursement/waiver.... 0.47% **
Operating expenses excluding reimbursement/waiver.... 0.94% **

-15-

<PAGE>

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 February 28, 2000.
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>

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

PROSPECTUS

FEBRUARY 28, 2000

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

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

No sales charges are 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>

TABLE OF CONTENTS

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

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

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

Investment Objective and Policies.......................................4

Management Arrangements.................................................6

How to Buy Shares.......................................................7

How to Redeem Shares....................................................9

Exchange Privilege.....................................................11

Net Asset Value........................................................12

Dividends and Distributions............................................13

Taxes..................................................................13

Distribution Plan......................................................14

Performance Information................................................14

Additional Information.................................................15

<PAGE>

ABOUT THE FUND

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

The Funds are professionally managed investment vehicles. They are designed to
address the short-term cash investment needs of entities in the financial
services industry, including, banks, broker-dealers, savings and loan
associations and other financial institutions, providers or payors. Together
with additional services available to shareholders, the Funds are part of a
comprehensive cash management program.

As money market funds, the Funds seek to maintain a stable net asset values of
$1.00 per share.

PRINCIPAL INVESTMENT STRATEGIES. SweepCash Money Market Fund pursues its
investment objective by investing all of its investable assets in the Money
Market Portfolio. The Money Market Portfolio has the same investment objective
and substantially the same investment policies as the SweepCash Money Market
Fund.

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

- - U.S. Government Obligations

- - Bank Obligations

- - Commercial Paper and Short-Term Corporate Debt Instruments

- - Repurchase Agreements

- - Floating-Rate and Variable-Rate Obligations

SweepCash U.S. Government Money Market Fund pursues its investment objective by
investing all of its investable assets in the U.S. Government Money Market
Portfolio. The U.S. Government Money Market Portfolio has the same investment
objective and substantially the same investment policies as SweepCash U.S.
Government Money Market Fund.

PRINCIPAL RISKS. A decline in short-term interest rates will reduce the yield of
a Fund and the return on an investment. Strong equity markets or a weak economy
could cause a decline in

-1-

<PAGE>

short-term interest rates. The Portfolios invest 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 a 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 a Fund.

INVESTOR EXPENSES

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

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

SWEEPCASH SWEEPCASH U.S. GOVERNMENT
MONEY MARKET FUND MONEY MARKET FUND
----------------- -----------------

<S> <C> <C>
Maximum Sales Charge (Load) Imposed on
Purchases..................................... None None

Maximum Deferred Sales Charge (Load)................ None None

Maximum Sales Charge (Load) Imposed on
Reinvested Dividends............................ None None

Redemption Fee...................................... None None

Exchange Fee........................................ None None

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

Management Fees(1)................................. 0.08% 0.06%

Distribution (12b-1) Fees.......................... 0.25% 0.25%

Other Expenses(2).................................. 0.41% 0.42%

Total Annual Fund Operating Expenses
(before reimbursement).......................... 0.74% 0.73%

Reimbursement of Fund Expenses(3)................... (0.07%) (0.08%)

Total Annual Fund Operating Expenses
(after reimbursement)........................... 0.67% 0.65%

-2-

<PAGE>

- ----------------
<FN>
(1) Includes investment advisory fee of the applicable Portfolio.
(2) Includes a Fund's share of the applicable Portfolio's operating expenses
other than the advisory fee.
(3) The Fund's administration agreement requires Cadre Financial Services,
Inc. to pay or absorb expenses of the Funds (including a Fund's share
of the relevant Portfolio's expenses) to the extent necessary to assure
that total ordinary operating expenses of SweepCash Money Market Fund
do not exceed an annual rate of 0.67% of the average daily net assets
of the SweepCash Money Market Fund, and that total ordinary operating
expenses of SweepCash U.S. Government Money Market Fund do not exceed
an annual rate of 0.65% of the average daily net assets of SweepCash
U.S. Government Money Market Fund. These expense limitations 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 a Fund in the
future, but only if the repayment does not cause the applicable expense
limitation to be exceeded.

</FN>
</TABLE>

EXAMPLE

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

The Example assumes that you invest $10,000 in a 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 a 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
------ -------

SweepCash Money Market Fund......................... $68.45 $214.37

SweepCash U.S. Government Money
Market Fund..................................... $66.41 $208.03

-3-

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE. SweepCash Money Market Fund ("Sweep Money Fund") and
SweepCash U.S. Government Money Market Fund ("Sweep U.S. Government Money Fund")
(together, the "Funds") each seek to provide high current income, consistent
with preservation of capital and maintenance of liquidity.

INVESTMENT POLICIES. Sweep Money Fund pursues its investment objective by
investing all of its investable assets in the Money Market Portfolio.

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

Sweep U.S. Government Money Fund pursues its investment objective by investing
all of its investable assets in the U.S. Government Portfolio.

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

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

Securities purchased by the Portfolios, 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 Money Market 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 Money
Market 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 Portfolios invest in certain variable-rate and floating-rate securities, but
do not invest in any other derivatives.

-4-

<PAGE>

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

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

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

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

REPURCHASE AGREEMENTS--These agreements involve the purchase of a security by a
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. A 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, a 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 (Money Market Portfolio Only)--Debt obligations which the
Money Market Portfolio is permitted to purchase may be backed by an
unconditional and irrevocable

-5-

<PAGE>

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 a
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.

These securities may have demand features which give a 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. A 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 Funds and the Portfolios 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 a Fund or a Portfolio while it has any borrowings outstanding.

INVESTMENT RESTRICTIONS. The Money Market 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 Funds and the Portfolios 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
objectives of the Funds, are deemed fundamental policies. These fundamental
policies cannot be changed without the approval of the holders of a majority of
a Fund's or a 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 Funds 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 Portfolios. The Investment Adviser is an
indirect subsidiary of Ambac Financial Group, Inc. ("Ambac"). Through its
subsidiaries, Ambac is a leading insurer of

-6-

<PAGE>

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, 2000, the Investment Adviser provided investment advisory
services to accounts with assets of approximately $2.3 billion. In addition,
through subsidiaries, Ambac manages its own portfolios of approximately $9
billion.

The Money Market Portfolio pays the Investment Adviser a monthly fee which is
computed at the annual rate of 0.08% of the Money Market Portfolio's average
daily net assets. The U.S. Government Money Market Portfolio pays the Investment
Adviser a monthly fee which is computed at the annual rate of 0.06% of the U.S.
Government Money Market 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 Portfolios in accordance with
each 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
Portfolios.

ADMINISTRATOR. The Investment Adviser provides administrative services to the
Funds. 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. Each 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
0.15% on average daily net assets in excess of $1 billion

HOW TO BUY SHARES

GENERAL INFORMATION. Shares of a 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.

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 and the Participant notifies
the Administrator prior to 4:00 P.M. Eastern time by calling (800) 221-4524
(select option 2) on the day that wire transfer credit is sought. 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."

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<PAGE>

Shares are entitled to receive dividends beginning on the day of purchase. For
this reason, a 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 (select option 2).

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 Funds' custodian. The Funds do not impose any transaction charges.
However, charges may be imposed by the bank that transmits the wire. Purchase
payments should be wired to SweepCash Money Market Fund at:

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

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<PAGE>

or SweepCash U.S. Government Money Market Fund at:

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

PURCHASE BY CHECK. Shares may also be purchased by sending a check. Shares will
be issued when the check is credited to a 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 SweepCash Money Market Fund or SweepCash U.S. Government Money
Market Fund and sent to:

905 Marconi Avenue
Ronkonkoma, NY 11779

MINIMUM INITIAL AND SUBSEQUENT INVESTMENT AMOUNTS. There are no minimum
investment requirements. However, a 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 Funds do 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.

SUB-ACCOUNT SERVICES. You may open sub-accounts with a 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 (select
option 4) for further information and to request the necessary forms.

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares of a 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

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<PAGE>

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
(select option 2).

A Fund may pay redemption proceeds by distributing securities held by a
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 during any 90 day period
redeems shares having a value not exceeding the lesser of (i) $250,000 or (ii)
1% of the net assets of a Fund, will not be subject to this procedure. In
unusual circumstances, a 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.

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, a 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 a 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, address
and number, 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 Funds reserve
the right to request additional

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<PAGE>

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 SweepCash Money Market Fund or
SweepCash U.S. Government Money Market Fund at:

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 Sweep Money 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. You
may exchange shares of Sweep U.S. Government Money Fund for shares of Cadre
Reserve Fund -- U.S. Government 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.

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 one Fund and the purchase of
shares of the other Fund. Shares of a Fund will be redeemed at the net asset
value per share of that 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.

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<PAGE>

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, a 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.

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

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 a 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."

NET ASSET VALUE

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

In determining the value of a Portfolio's assets, securities held by a 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 Funds to maintain net asset values of $1.00
per share. However, no assurance can be given that the Funds will be able to
maintain a stable net asset value.

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<PAGE>

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 a Fund's fiscal year. All dividends and other distributions are
automatically reinvested in full and fractional shares of a 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.

To satisfy certain distribution requirements of the Internal Revenue Code, a
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.

TAXES

TAXATION OF THE FUNDS. The Funds have each elected and intend to qualify each
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code. If so qualified, a 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 Funds do not expect to distribute any long-term capital gains, you
will also be subject to tax on any capital gains distributions you receive.
Since a Fund does not expect to earn dividend income, the dividends and other
distributions a Fund pays will generally not qualify for the dividends-received
deduction available to corporate investors. In January of each year, a Fund will
send you a statement showing the tax status of distributions for the past
calendar year.

A 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

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<PAGE>

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 a 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 a Fund, certain states and localities may allow the character of a Fund's
income to pass through to shareholders. If so, the portion of dividends paid by
a 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 a
Fund may invest. Any exemption from state and local income taxes does not
preclude states from assessing other taxes (such as intangible property taxes)
on the ownership of U.S. Government securities.

DISTRIBUTION PLAN

Each Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company
Act that authorizes it to pay expenses relating to the sale and distribution of
its shares. Pursuant to the Plan, each Fund makes payments to the Distributor in
an amount equal to an annual rate of 0.10% of its average daily net assets to
compensate the Distributor for distribution related services it provides to the
Fund. Because the payments are made from Fund assets on an on-going basis, over
time it will increase the cost of an investment in shares and may cost more than
paying other types of sales charges.

The Distributor may enter into agreements to compensate membership associations
and other organizations whose members purchase shares of a Fund and which
provide certain services to the Fund or the Distributor. These services may
include, but are not limited to, granting a license to the Fund to use the
organization's name and logos, providing the Distributor with mailing lists of
its members and information about its members and permitting dissemination of
Fund materials to its members. The Distributor may also make payments to banks
and brokerage firms that distribute shares of a Fund to customers for providing
shareholder related services. Payments to a bank or broker are made at the
annual rate of 0.10% of the average daily net assets of the Fund attributable to
shares held by customers of that bank or broker.

PERFORMANCE INFORMATION

A 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 a 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 a

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<PAGE>

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. A Fund may disseminate
yields for periods longer than seven days, and may also report its total return.
The "total return" of a 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 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

Shareholders of a 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 a 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, a Fund will
pass through to its shareholders the right to vote on Portfolio matters
requiring shareholder approval.

INFORMATION CONCERNING INVESTMENT STRUCTURE. The Funds do not invest directly in
securities. Instead, they each invest all of their investable assets in one of
the Portfolios, separate series of the Trust. The Portfolios, in turn, purchase,
hold and sell investments in accordance with the objective and investment
policies of the respective Funds. The Trustees of the Trust believe that the per
share expenses of a Fund (including its share of the

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<PAGE>

Portfolio's expenses) will be less than or approximately equal to the expenses
that a Fund would incur if its assets were invested directly in securities and
other investments.

A Fund may withdraw its investment from a 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 a Fund withdraws its investment in a 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 a Portfolio, a Fund could receive
securities and other investments from a Portfolio instead of cash. This could
cause a Fund to incur certain expenses.

A change in the investment objective, policies or restrictions of a Portfolio
may cause a Fund to withdraw its investment in the Portfolio. Alternatively,
that 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 a Portfolio may be changed without the approval of
investors in that Portfolio. However, a Portfolio will notify a Fund at least 30
days before any changes are implemented. If a Fund is asked to vote on any
matters concerning a 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 Portfolios will be held by investors other than the Funds. These
investors may include other series of the Trust, other mutual funds and other
types of pooled investment vehicles. When investors in a Portfolio vote on
matters affecting that Portfolio, a Fund could be outvoted by other investors. A
Fund may also otherwise be adversely affected by other investors in a Portfolio.
These other investors offer shares (or interests) to their investors which have
costs and expenses that differ from those of the Funds. Thus, the investment
returns for investors in other funds that invest in a Portfolio may differ from
the investment return of shares of a Fund. These differences in returns are also
present in other fund structures. Information about other holders of shares of
the Portfolios is available from the Funds.

CUSTODIAN. U.S. Bank National Association (the "Custodian") is the Funds'
custodian. The Custodian maintains custody of all securities and cash assets of
the Funds and the Portfolios 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 Funds' shares. The
Distributor is located at 905 Marconi Avenue, Ronkonkoma, New York 11779.

TRANSFER AGENT. The Investment Adviser also serves as the Funds' transfer agent,
shareholder servicing agent and dividend disbursing agent. Shareholders of a
Fund should call 1-800-221-4524 with any questions regarding transactions in
shares of a Fund or share account balances. Each Fund pays a monthly fee for
transfer agent services which is currently calculated at the annual rate of 0
.05% of that Fund's average daily net assets.

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<PAGE>

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

-17-

<PAGE>

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 Funds send annual and semi-annual reports to shareholders. These reports
contain information regarding the investments of the Portfolios and the
investment performance of the Funds and are available without charge from the
Funds. If you have questions regarding a 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 reports will be available beginning on or about December 30, 1999.

This Prospectus sets forth concisely the information about the Funds and the
Trust that you should know before investing. Additional information about the
Funds and the Trust has been filed with the Securities and Exchange Commission
(SEC) in a Statement of Additional Information (SAI) dated February 28, 2000.
The SAI is incorporated herein by reference and is available without charge by
writing to the Funds or by calling 1-800-221-4524. Information about the Funds
(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 Funds 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

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<PAGE>

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 FEBRUARY 28, 2000

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.
(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 Cadre Reserve Fund - U.S. Government Series and Cadre Reserve Fund -
Money Market Series which has a minimum initial investment requirement of $1
million. See "Purchasing Shares." Shares of the Funds are not insured by Ambac
Assurance Corporation.

<PAGE>

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
February 28, 2000 (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.

<PAGE>

TABLE OF CONTENTS

PAGE
----

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

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

PORTFOLIO TRANSACTIONS AND BROKERAGE..................................8

PURCHASING SHARES.....................................................9

SHAREHOLDER ACCOUNTS.................................................12

REDEEMING SHARES.................................................... 13

EXCHANGE PRIVILEGE...................................................13

DETERMINATION OF NET ASSET VALUE.....................................13

TAXES................................................................14

INVESTMENT ADVISORY AND OTHER SERVICES...............................15

TRUSTEES AND OFFICERS................................................20

EXPENSES.............................................................23

PERFORMANCE INFORMATION............................................. 23

GENERAL INFORMATION..................................................25

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<PAGE>

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 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.

-2-

<PAGE>

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 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

-3-

<PAGE>

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.

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 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 them 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.

-4-

<PAGE>

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:

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.

-5-

<PAGE>

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 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

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<PAGE>

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.

(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

-7-
<PAGE>

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.

(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.

-8-

<PAGE>
The Investment Adviser serves as the investment adviser to other clients,
including other series of the Trust, other investment funds and 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, 1999:

<TABLE>
<CAPTION>
SHARES
NET ASSETS OUTSTANDING OFFERING PRICE
---------- ----------- --------------

<S> <C> <C> <C>
Cadre Liquid Asset Fund --
U.S. Government Series $ 45,147,971 $ 45,147,576 $1.00
Cadre Liquid Asset Fund --
Money Market Series 36,414,905 36,414,905 $1.00
Cadre Affinity Fund --
U.S. Government Series 24,956,085 24,956,085 $1.00
Cadre Affinity Fund --
Money Market Series 49,511,758 49,511,758 $1.00
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 114,562,509 114,562,509 $1.00
Cadre Reserve Fund --
Money Market Series 22,397,444 22,397,444 $1.00

</TABLE>

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.

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<PAGE>

Distribution Agreement. Cadre Securities, Inc. (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.

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 makes monthly
payments to the Distributor in an amount computed at the annual rate of 0.10% of
the Fund's average daily net assets to compensate the Distributor for
distribution related services it provides to the Fund and expenses that it bears
in connection with the distribution of shares of the Fund. These expenses may
include, but are not limited to, payments made to membership associations and
other organizations (each, an "Organization") whose members purchase shares of
the Fund and which provide certain services either to shareholders of the Fund
or to the Distributor. The Distributor may also make payments to banks and
brokerage firms that sell or make available shares of the Fund to customers for
providing shareholder related services. These services may include, but are not
limited to, maintaining regular contact with customers that have purchased
shares of the Fund, answering customer inquiries concerning the Fund, receiving
and transmitting to the Distributor applications from persons seeking to become
shareholders of the Fund and transmitting purchase and redemption requests.

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<PAGE>

The amount of payments made under the Distribution Plans for Cadre Affinity
Fund -- U.S. Government Series and Cadre Affinity Fund - Money Market Series for
the period May 3, 1999 through October 31, 1999 were as follows:

Cadre Affinity Fund - U.S. Government Series $14,027
Cadre Affinity Fund - Money Market Series $23,001

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 1940 Act
that applies to SweepCash U.S. Government Money Market Fund and SweepCash Money
Market Fund. Each of those Funds makes monthly payments to the Distributor in an
amount computed at the annual rate of 0.25% of the Fund's average daily net
assets to compensate the Distributor for distribution related services it
provides to the Fund and expenses that it bears in connection with the
distribution of shares of the Fund. These expenses may include, but are not
limited to, payments made to membership associations and other organizations
(each, an "Organization") whose members purchase shares of the Fund and which
provide certain services either to shareholders of the Fund or to the
Distributor. The Distributor may also make payments to banks and brokerage firms
that sell or make available shares of the Fund to customers for providing
shareholder related services. These services may include, but are not limited
to, maintaining regular contact with customers that have purchased shares of the
Fund, answering customer inquiries concerning the Fund, receiving and
transmitting to the Distributor applications from persons seeking to become
shareholders of the Fund and transmitting purchase and redemption requests.

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 6, 1998, and
were amended and continued by action of the Board of Trustees (including the
vote of a majority of the Qualified Trustees) at a meeting held in person on
December 15, 1999. The plans may be continued in effect from year to year
provided that each such continuance is approved annually by a vote of both a
majority of the Qualified Trustees and the Board of Trustees in the manner
specified by Rule 12b-1 under the 1940 Act. The Distribution Plans require that
the Distributor provide the Board of Trustees and that the Board of Trustees
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 Trust, then in office.

A Distribution Plan may be terminated at any time as to any 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 shares of the Funds involved
and may not be materially amended in any other respect without a vote of the
majority of both the Board of Trustees and the Qualified Trustees.

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

-11-

<PAGE>

The Distribution Plans, as amended, were approved by the Board of Trustees
based upon determinations that functions performed by the Distributor,
Organizations and brokerage firms and banks should help to make the Funds more
attractive to investors and to provide a greater scope and quality of services
to shareholders. This, in turn, may foster the distribution of shares of the
Funds and the growth of assets of the Funds to levels which permit the Funds to
achieve and maintain certain expense economies and to maintain asset levels to
permit the effective investment of the Funds' assets. For these reasons, the
Board of Trustees determined that there is a reasonable likelihood that each
Distribution Plan, as amended, will benefit each of the Funds covered by that
Plan and their respective shareholders.

The Trustees 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 Plans.

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.

-12-
<PAGE>

REDEEMING SHARES

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.

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.

-13-
<PAGE>

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 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

-14-

<PAGE>

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, interest rate swaps, and investment advisory and
administration services to states, municipalities, 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.

Investment Advisory fees payable to the Investment Adviser by each of the
Funds (including each Fund's share of investment advisory fees payable by the
Portfolios) pursuant to the investment advisory agreement that was in effect for
each period shown below were as follows:

-15-
<PAGE>

REIMBURSED
FEES PAYABLE FEES WAIVED EXPENSES
------------ ----------- --------
CADRE LIQUID ASSET FUND - U.S. GOVERNMENT SERIES
<S> <C> <C> <C>
For the fiscal year ended October 31, 1997 $ 157,391 $119,029 $ 70,147
For the fiscal year ended October 31, 1998 $ 160,337 $ 0 $ 0
For the fiscal year ended October 31, 1999 $ 46,411 $ 0 $ 36,348

CADRE LIQUID ASSET FUND - MONEY MARKET SERIES
May 3, 1999 (commencement of operations)
through October 31, 1999 $ 15,503 $ 0 $ 49,221

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES
May 3, 1999 (commencement of operations)
through October 31, 1999 $ 8,423 $ 0 $ 39,150

CADRE AFFINITY FUND - MONEY MARKET SERIES
May 3, 1999 (commencement of operations)
through October 31, 1999 $ 18,382 $ 0 $ 29,610

CADRE RESERVE FUND - U.S. GOVERNMENT SERIES
January 5, 1999 (commencement of operations)
through October 31, 1999 $ 45,843 $ 0 $106,236

CADRE RESERVE FUND - MONEY MARKET SERIES
May 19, 1999 (commencement of operations)
through October 31, 1999 $ 2,880 $ 0 $ 54,177
</TABLE>

The SweepCash U.S. Government Money Market fund and SweepCash Money Market
funds have not commenced operations as of the date of this Statement of
Additional Information.

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 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

-16-

<PAGE>

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 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 a term expiring August 1, 2000, 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"):

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<PAGE>

EXPENSE LIMITATION
(% OF A FUND'S AVERAGE
NAME OF FUND DAILY NET ASSETS)
------------ -----------------

Cadre Liquid Asset Fund -
U.S. Government Series 0.45%
Cadre Liquid Asset Fund -
Money Market Series 0.47%
Cadre Affinity Fund -
U.S. Government Series 0.55%
Cadre Affinity Fund -
Money Market Series 0.57%
SweepCash U.S. Government
Money Market Fund 0.65%
SweepCash Money Market Fund 0.67%
Cadre Reserve Fund -
U.S. Government Series 0.20%
Cadre Reserve Fund -
Money Market Series 0.22%

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 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.

Administration fees payable to the Administrator by each of the Funds
pursuant to the administrative agreement that was in effect for each period
shown below were as follows:

-18-

FEES PAYABLE FEES WAIVED
------------ -----------
CADRE LIQUID ASSET FUND - U.S. GOVERNMENT SERIES
<S> <C> <C>
For the period November 1, 1996 through July 31, 1997(1) $ 44,753 $ 0
For the period August 1, 1997 through October 31, 1997 $ 36,303 $ 18,551
For the fiscal year ended October 31, 1998 $ 106,892 $ 64,727
For the fiscal year ended October 31, 1999 $ 101,568 $ 24,064

CADRE LIQUID ASSET FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $ 36,830 $ 36,830

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES
For the fiscal year ended October 31, 1999 $ 26,651 $ 26,651

CADRE AFFINITY FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $ 43,702 $ 36,349

CADRE RESERVE FUND - U.S. GOVERNMENT SERIES
For the fiscal year ended October 31, 1999 $ 73,618 $ 73,618

CADRE RESERVE FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $ 3,601 $ 3,601

</TABLE>

The SweepCash U.S. Government Money Market Fund and SweepCash Money Market Funds
have not commenced operations as of the date of this Statement of Additional
Information.

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.

- ------------------
(1) These fees werre paid to the former administrator of the Trust, which is not
affiliated with the Investment Adviser.

-19-

<PAGE>

Fees payable to the Investment Adviser for transfer agent services for the
periods shown below were as follows:

FEES PAYABLE FEES WAIVED
------------ -----------
CADRE LIQUID ASSET FUND - U.S. GOVERNMENT SERIES
<S> <C> <C>
August 1, 1997 through October 31, 1997 $18,152 $ 9,276
For the fiscal year ended October 31, 1998 $53,446 $ 0
For the fiscal year ended October 31, 1999 $29,944 $ 0

CADRE LIQUID ASSET FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $ 9,692 $ 5,288

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES
For the fiscal year ended October 31, 1999 $ 7,013 $ 7,013

CADRE AFFINITY FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $11,500 $ 0

CADRE RESERVE FUND - U.S. GOVERNMENT SERIES
For the fiscal year ended October 31, 1999 $36,809 $ 36,809

CADRE RESERVE FUND - MONEY MARKET SERIES
For the fiscal year ended October 31, 1999 $ 1,800 $ 1,800

The SweepCash U.S. Government Money Market Fund and SweepCash Money Market Funds
have not commenced operations as of the date of this Statement of Additional
Information.
</TABLE>

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.

NAME, POSITION WITH TRUST, PRINCIPAL OCCUPATIONS
AGE AND ADDRESS DURING LAST FIVE YEARS
--------------- ----------------------

*William T. Sullivan, Jr. Chairman and Chief Executive Officer,
Trustee, Chairman, CEO and Cadre Financial Services, Inc. and Cadre
President, 54 Securities, Inc. (brokerage services)
905 Marconi Avenue Ronkonkoma, NY 11779

*David L. Boyle Vice Chairman of Ambac Financial
Trustee, 52 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.

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<PAGE>

Harvey A. Fein Chief Financial Officer, Molina
Trustee, 53 Medical Centers; formerly, independent
2238 Glendon Avenue financial consultant (1994-1995) and
Los Angeles, California 90064 Director of Finance, Blue Cross of
California - Wellpoint Health Networks

Michael P. Flanagan County Superintendent of Schools,
Trustee, 50 Wayne Regional Educational Services
8975 Tamarack Court Agency, adjunct professor, Wayne State
Plymouth, MI 48170 University; County Library Board, Wayne
County, Michigan; Governor's Reading
Council, State of Michigan

Russell E. Galipo Vice President and Manager of Shawmut
Trustee, 67 Bank CT., N.A. from 1973 to 1994
4538 Alpine Drive
Lakeland, Florida 33801-0502

*C. Roderick O'Neil Chairman, O'Neil Associates (investment
Trustee, 69 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)

William J. Reynolds Retired
Trustee, 76
51 Fox Run Court
Newington, CT 06111

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

Anne G. Gill, Esq. First Vice President
Secretary, 36 Corporate Secretary and
One State Street Plaza Assistant General Counsel
New York, New York 10004 Ambac Financial Group, Inc.

Linda Cassesse Registration Manager of Cadre Financial
Assistant Secretary, 47 Services, Inc. and Cadre Securities Inc.;
905 Marconi Avenue from 1995 to 1997 assisted New York City
Ronkonkoma, NY 11779 Marshall Henry Daley; 1990 to 1995
Registration Manager Lanborn Asset
Management.

Peter Poillon First Vice President and Corporate
Treasurer, 40 Controller Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004

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

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<PAGE>

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 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 or the Nominating Committee they receive an attendance fee of
$750 for each Audit Committee and Nominating Committee meeting they attend, with
the Chairman of the Audit Committee and the Chairman of the Nominating Committee
receiving an additional $1,000 annual fee. The Audit Committee is comprised of
three of the Independent Trustees. The Nominating Committee is also comprised of
three Independent Trustees. Officers of the Trust receive no compensation from
the Trust. All Trustees who 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, 1999.

COMPENSATION TABLE

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>
David L. Boyle $ 0 $ 0 $ 0

Harvey A. Fein 0 0 0

Michael P. Flanagan 0 0 0

Russell E. Galipo 11,250 0 11,250

Don Gray 0 0 0

C. Roderick O'Neil 8,000 0 8,000

William J. Reynolds 9,500 0 9,500

William T. Sullivan, Jr. 0 0 0

Don I. Tharpe 0 0 0

</TABLE>

-22-

<PAGE>

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 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
seven-day yield and seven-day effective yield for each of the Funds as of
October 31, 1999 were as follows:

SEVEN-DAY EFFECTIVE
--------- ---------

Cadre Liquid Asset Fund - U.S. Government Series 4.95% 5.07%
Cadre Liquid Asset Fund - Money Market Series 5.12% 5.25%
Cadre Affinity Fund - U.S. Government Series 4.86% 4.98%
Cadre Affinity Fund - Money Market Series 5.02% 5.15%
Cadre Reserve Fund - U.S. Government Series 5.23% 5.36%
Cadre Reserve Fund - Money Market Series 5.36% 5.51%

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,
1999, the Investment Adviser had voluntarily agreed to waive its fees and to
reimburse certain expenses of each Fund. The yield of each series quoted above
reflects the effect of this fee waiver and reimbursement of expenses without
which the yield would have been lower.

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<PAGE>

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.

Effective yield = [(base period return + 1)365/7 ]-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 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:

P(1+T) = ERVn

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.

-24-

<PAGE>

GENERAL INFORMATION

Organization. The Trust is a Delaware business trust that was organized on
June 27, 1995 as Ambac Treasurers Trust. On June 10, 1997, the Trust changed its
name to Cadre Institutional Investors Trust.

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 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 14, 2000, Ambac Assurance Corporation, a wholly-owned
subsidiary of Ambac Financial Group, Inc., may be deemed to control the Cadre
Reserve Fund - Money Market Series by virtue of owning more than 25% of the
outstanding shares of the series. Ambac Assurance Corporation, currently holds
40.27% of the outstanding shares in the aforementioned series. Consequently,
Ambac Financial Group, Inc., the parent corporation of Ambac Assurance
Corporation, may be deemed to control the Cadre Reserve Fund - Money Market
Series by virtue of owning all of the outstanding shares of Ambac Assurance
Corporation. These control relationships will continue to exist until such time
as the above-described share ownership represents 25% or less of the outstanding
shares of the series. Through the exercise of voting rights with respect to
shares of the series, the controlling persons set forth above may be able to
determine the outcome of shareholder voting on matters as to which approval of
shareholders is required. Ambac Financial Group, Inc. of One State Street Plaza,
New York, NY 10004 is organized under the laws of the State of Delaware.

As of February 14, 2000, the City of Bridgeport, Connecticut, may be
deemed to control the Cadre Reserve Fund - U.S. Government Series by virtue of

-25-

<PAGE>

owning more than 25% of the outstanding shares of the series. The City of
Bridgeport currently holds 25.55% of the outstanding shares in aforementioned
series. This control relationship will continue to exist until such time as the
above-described share ownership represents 25% or less of the outstanding shares
of the series. Through the exercise of voting rights with respect to shares of
the series, the controlling persons set forth above may be able to determine the
outcome of shareholder voting on matters as to which approval of shareholders is
required. The City of Bridgeport is recognized as a corporation under the laws
of Connecticut. Its address is as follows: 45 Lyons Terrace, Bridgeport, CT
06604.

As of February 14, 2000, Illinois Municipal League Risk Management
Association at P.O. Box 5180, Springfield, IL may be deemed to control the Cadre
Affinity Fund - U.S. Government Series by virtue of owning more than 25% of the
outstanding shares of the series. Illinois Municipal League Risk Management
Association currently holds 32.18% of the outstanding shares in the Affinity
Fund - U.S. Government Series. This control relationship will continue to exist
until such time as the above-described share ownership represents 25% or less of
the outstanding shares of the series. Through the exercise of voting rights with
respect to shares of the series, the controlling persons set forth above may be
able to determine the outcome of shareholder voting on matters as to which
approval of shareholders is required.

As of February 14, 2000, 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:

Town of Suffield 12.86%
Treasurer's Office
83 Mountain Road
Suffield, CT 06078

City of Reading 10.58%
Treasury Department
815 Washington Street
Reading, PA 19601-3690

Town of Bethel 8.89%
P.O. Box 274
Bethel, CT 06801

Lower Allen Township 6.74%
1993 Hummel Avenue
Camp Hill, PA 17011

Lower Southhampton Township 5.83%
1500 Desire Avenue
Feasterville Trevose, PA 19053

Town of East Haven 5.78%
250 Main Street
East Haven, CT 06512

City of Norwalk 5.72%
125 East Avenue
Norwalk, CT 06856

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<PAGE>

Sequoia Healthcare District 5.08%
170 Alameda De Las Pulgas
Room 114
Redwood City, CA 94062

As of February 14, 2000, 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 - Money Market Series:

Sharp Community 19.91%
Medical Group
8695 Spectrum Center Court
San Diego, CA 92123-1489

Community Hospital 15.89%
of the Monterey Peninsula
P.O. Box HH
Monterey, CA 93942-108599

Chinese Hospital Association 13.54%
845 Jackson Street
San Francisco, CA 94133

CA Breast Cancer 6.28%
Treatment Program
845 Jackson Street
San Francisco, CA 94133

CA Breast Cancer 6.28%
Treatment Program
1625 East Shaw Avenue
Suite 155
Fresno, CA 93710

-27-

<PAGE>

As of February 14, 2000, the following entities owned of record or are known
by the Trust to own beneficially 5% or more of the outstanding shares of Cadre
Affinity Fund - U.S. Government Series:

Illinois Municipal League Risk 32.18%
Management Association
P.O. Box 5180
Springfield, IL 62705

Grayson County 13.46%
Board of Education
P.O. Box 4009
Litchfield, KY 42755

Madison County
School System 13.33%
329 Kingston Big Hill Road
Berea, KY 40403

City of Ottawa 8.18%
301 W. Madison Street
Ottawa, IL 61350

As of February 14, 2000, the following entities owned of record or are known
by the Trust to own beneficially 5% or more of the outstanding shares of Cadre
Affinity Fund - Money Market Series:

Talbert Medical Group, Inc. 21.54%
1665 Scenic Avenue
Costa Mesa, CA 92626

Molina Medical Centers, Inc. 18.30%
One Golden Shore Drive
Long Beach, CA 90802

Physician Association 10.98%
Greater San Gabriel Valley
P.O. Box 6027
Pasadena, CA 91102

Medical Pathways 6.32%
Management Corporation
12750 Center Court Drive
Suite 480
Cerritos, CA 90703

McKenna & Associates 5.40%
Care Insurance Services, Inc.
3501 North Jamboree Road
Suite 3500
Newport Beach, CA 92660

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<PAGE>

As of February 14, 2000, 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:

City of Bridgeport 25.55%
45 Lyons Terrace
Bridgeport, CT 06604

Ambac Financial Group, Inc. 16.53%
1 State Street Plaza
New York, NY 10004

Town of Suffield 15.35%
83 Mountain Road
Suffield, CT 06078

Municipality of 12.71%
Bethel Park
5100 W. Library Avenue
Bethel Park, PA 15102

City of Harvey 10.58%
1530 Broadway
Harvey, IL 60426

Town of North Haven 8.44%
18 Church Street
North Haven, CT 06473

As of February 14, 2000, 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 - Money Market Series:

Ambac Assurance Corporation(1) 40.27%
1 State Street Plaza
New York, NY 10004

Teamsters Benefit Trust 13.80%
c/o Lipman Insurance Admin.
P.O. Box 5820
Fremont, CA 94538

Union Charter Township 9.57%
2010 South Lincoln Road
Mount Pleasant, MI 48858-903610

Molina Medical Centers, Inc. 7.84%
One Golden Shore Drive
Long Beach, CA 90802-4202

_________________
(1) Ownership percentage includes indirect ownership of the shares of the series
owned by subsidiaries of Ambac Assurance Corporation, such as Connie Lee
Insurance Corporation.

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<PAGE>

Kalamazoo County 6.72%
201 W. Kalamazoo Avenue
Kalamazoo, MI 49007

Van Buren County 5.64%
212 E. Paw Paw Street
Paw Paw, MI 49079

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 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.

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<PAGE>

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 information set forth below is hereby
incorporated herein by reference:

(1) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 11 of
Cadre Institutional Investors Trust -- Cadre Liquid Asset Fund -- U. S.
Government Series Annual Report for the fiscal year ended October 31, 1999,
which was filed with the SEC on January 24, 2000;

(2) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 10 of
Cadre Institutional Investors Trust -- Cadre Liquid Asset Fund -- Money Market
Series Annual Report for the fiscal year ended October 31, 1999, which was filed
with the SEC on January 24, 2000;

(3) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 10 of
Cadre Institutional Investors Trust -- Cadre Affinity Fund -- U. S. Government
Series Annual Report for the fiscal year ended October 31, 1999, which was filed
with the SEC on January 24, 2000;

(4) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 10 of
Cadre Institutional Investors Trust -- Cadre Affinity Fund -- Money Market
Series Annual Report for the fiscal year ended October 31, 1999, which was filed
with the SEC on January 24, 2000;

(5) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 10 of
Cadre Institutional Investors Trust -- Cadre Reserve Fund -- U. S. Government
Series Annual Report for the fiscal year ended October 31, 1999, which was filed
with the SEC on January 24, 2000; and

(6) The audited financial statements, together with the notes thereon
and Independent Auditor's Report thereon set forth on pages 4 through 10 of
Cadre Institutional Investors Trust -- Cadre Reserve Fund -- Money Market Series
Annual Report for the fiscal year ended October 31, 1999, which was filed with
the SEC on January 24, 2000.

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<PAGE>

U.S. GOVERNMENT MONEY MARKET PORTFOLIO
MONEY MARKET PORTFOLIO

NOTE:

The following portions of this Post-Effective Amendment to the
Registration Statement (Part A and Part B) relate to two series of Registrant
known as the U.S. Government Money Market Portfolio and the Money Market
Portfolio. They are being filed by Registrant pursuant to Section 8(b) of the
Investment Company Act of 1940, as amended, to amend information set forth in
the Registration statement regarding these two series. Shares of these series
are not registered under the Securities Act of 1933 (the "1933 Act"). Shares of
the U.S. Government Money Market Portfolio and the Money Market Portfolio
(collectively, the "Portfolios") are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. This Registration Statement does not constitute an
offer to sell, or the solicitation of an offer to buy, shares of the Portfolios.

PART A

Responses to Items 1, 2, 3, 5 and 9 of this Part A have been omitted
pursuant to paragraph 2(b) of Instruction B of the General Instructions to Form
N-1A.

ITEM 1. Not applicable.

ITEM 2. Not applicable.

ITEM 3. Not applicable.

ITEM 4. Investment Objectives, Principal Investment

STRATEGIES, AND RELATED RISKS.

Information regarding each Portfolio's investment objective, the
kinds of securities in which it principally invests, other investment practices,
and risk factors associated with an investment in that Portfolio is set forth
below. Additional information concerning other investment techniques and
features and limitations concerning the Portfolios' investment programs is
contained in Part B.

THE PORTFOLIOS. The investment objective of each Portfolio is to seek high
current income, consistent with preservation of capital and maintenance of
liquidity. The Portfolios pursue this objective in the manner described below.
Each 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 of the Portfolios will be U.S. dollar denominated. In addition,
all securities purchased by the Portfolios, including repurchase agreements,
must be of high quality and be determined by Cadre Financial Services, Inc., the
Portfolios' investment adviser (the "Investment Adviser"), to present minimal
credit risks pursuant to procedures adopted by the Board of Trustees of the
Trust.

-1-

<PAGE>

The Portfolios may invest in certain variable and floating rate
securities, as described below, but do not invest in any other securities
commonly known as derivatives.

The investment objective of each Portfolio may be changed without the
approval of investors in the Portfolio, but not without written notice thereof
to the investors in the Portfolio at least 30 days prior to implementing the
change. No assurance can be given that a Portfolio will achieve its investment
objective.

MONEY MARKET PORTFOLIO. The Money Market Portfolio invests in short-term debt
securities, including: debt obligations issued or guaranteed by the U.S.
government or an agency or instrumentality of the U.S. government ("Government
Securities"); certificates of deposit, time deposits, bankers' acceptances and
other obligations issued by domestic banks; commercial paper and other
obligations of domestic corporations; and repurchase agreements with respect to
the foregoing types of securities. The Portfolio may invest more than 25% of the
value of its net assets in obligations of domestic banks and may also invest
more than 25% of the value of its net assets in Government Securities. The
Portfolio does not invest in obligations of foreign banks or their U.S.
branches.

Investments purchased by the Money Market Portfolio must 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), or, if unrated, be of
comparable quality as determined in accordance with procedures established by
the Trust's Board of Trustees. NRSROs currently rating instruments of the type
the Money Market Portfolio may purchase are Moody's Investors Services, Inc.,
Standard & Poor's Ratings Group, Duff & Phelps Crediting Rating Co., Fitch
Investors Service, L.P., IBCA Limited and IBCA Inc., and Thomson Bank Watch,
Inc.

U.S. GOVERNMENT MONEY MARKET PORTFOLIO. The U.S. Government Money Market
Portfolio invests in Government Securities and repurchase agreements
collateralized by Government Securities.

GOVERNMENT SECURITIES. Government Securities include obligations that are issued
by the U.S. Treasury. These obligations, which include Treasury bills, notes and
bonds, are backed by the full faith and credit of the U.S. government.
Government Securities also include obligations issued by federal agencies and
instrumentalities ("Agency Securities"). Certain Agency Securities, such as the
Export-Import Bank of the United States, the General Services Administration,
the Government National Mortgage Association, and the Small Business
Administration, are backed by the full faith and credit of the U.S. government.
Other Agency Securities, such as obligations of the Federal Farm Credit Banks,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal
National Mortgage Association and Student Loan Marketing Association, are backed
by the right of the issuer to borrow from the U.S. Treasury under certain
circumstances or are backed by the credit of the agency or instrumentality
issuing the obligation. These types of Agency Securities are not deemed direct
obligations of the United States, and therefore involve more risk than
obligations which are backed by the full faith and credit of the U.S.
government.

REPURCHASE AGREEMENTS. A repurchase agreement involves the purchase of a
security by a Portfolio with an agreement by the seller of the security to
repurchase it from the Portfolio at a mutually agreed upon day and price,
frequently the next business day. The resale price is in excess of the purchase
price and reflects the rate of return earned by the Portfolio. The maturities of
repurchase agreements entered into by a Portfolio normally do not exceed seven
days. However, a Portfolio may enter into a repurchase agreement maturing in
more than seven days provided that not more than 10% of the Portfolio's net
assets would, as a result, be invested in repurchase agreements having
maturities in excess of seven days and under which the Portfolio also does not
have the right to repayment within seven days. Repurchase agreements will at all
times be fully collateralized by their underlying securities ("collateral") in
an amount at least equal to the purchase price plus accrued interest, marked to
market daily. The collateral for repurchase agreements is held by the Trust's
custodian (or a subcustodian) and is required to consist of investments of the
type in which the Portfolio is authorized to invest (without regard to the
maturity of such obligations). If the seller defaults and the value of the
collateral securing a repurchase agreement declines, a Portfolio may incur a
loss. The Portfolios, however, enter into repurchase agreements only with banks
or primary dealers designated as such by the Federal Reserve Bank of New York
and which have been determined by the Investment Adviser to present minimal
credit risk in accordance with guidelines established by the Board of Trustees
of the Trust.

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VARIABLE AND FLOATING RATE SECURITIES. Securities purchased by the Portfolios
may include variable and floating rate securities. The interest rates payable on
these securities are adjusted either at predesignated intervals or whenever
there is a change in an established benchmark rate of interest, and, upon reset,
the market value approximates par. These securities may also have a demand
feature under which the Portfolio can demand repayment of principal on specified
dates or after giving specified notice. The Portfolios only purchase variable
and floating rate securities that are eligible for purchase by money market
funds under applicable regulations, and therefore do not purchase securities
such as inverse floaters, range floaters, COFI floaters, capped floaters or dual
index floaters. In determining the maturities of securities and calculating a
Portfolio's dollar-weighted average portfolio maturity, variable rate Government
Securities are deemed to have a maturity equal to the period remaining until the
next readjustment of the interest rate. Floating rate Government Securities with
demand features are deemed to have a maturity equal to the period remaining
until the principal amount can be recovered through demand. Although all
securities purchased the Portfolios will have stated maturities of 397 days or
less, adjustable rate securities and securities subject to a demand feature, may
be deemed to have maturities which are shorter than their stated maturity dates,
pursuant to procedures adopted by the Board of Trustees of the Trust.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Portfolios 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 Portfolios do not borrow for purposes of making investments (a
practice known as "leverage"). However, they each may borrow money from banks in
an amount not exceeding one-third of the value of the Portfolio's total assets
(calculated at the time of the borrowing), for temporary extraordinary or
emergency purposes. The Portfolios may pledge their assets to secure these
borrowings. Additional investments will not be made by a Portfolio while it has
any borrowings outstanding.

BANK OBLIGATIONS (Money Market Portfolio Only). The Money Market Portfolio may
purchase certificates of deposit, time deposits, bankers' acceptances and other
obligations issued by domestic banks. Certificates of deposit are negotiable
certificates evidencing the obligation of a bank to repay funds deposited with
it for a specified period of time. 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. Bankers' acceptances are
credit instruments evidencing the obligation of a bank to pay a draft drawn on
it by a customer. These instruments reflect the obligation both of the bank and
of the drawer to pay the face amount of the instrument upon maturity. Bank
obligations also include obligations that are uninsured, direct obligations
bearing fixed, floating or variable interest rates.

Banks are subject to extensive governmental regulation which may
limit both the amounts and types of loans and the financial commitments which
may be made and interest rates and fees which may be charged. The profitability
of this industry is largely dependent upon the availability and cost of capital
funds for the purpose of financing lending obligations under prevailing money
market conditions. Also, general economic conditions play an important part in
the operation of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability to
meet its obligations under a letter of credit or guarantee.

To the extent the investments of the Money Market Portfolio may be
concentrated in bank obligations, the Portfolio will have correspondingly
greater exposure to these risk factors.

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COMMERCIAL PAPER (Money Market Portfolio Only). The Money Market Portfolio may
purchase commercial paper of domestic corporations. Commercial Paper is an
unsecured promissory note issued to finance short-term credit needs of a
corporation.

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.

ASSET-BACKED SECURITIES (Money Market Portfolio Only). The Money Market
Portfolio may purchase asset-backed securities, which are securities issued by
special purpose entities whose primary assets consist of a pool of mortgages,
loans, receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and, in
certain cases, supported by letters of credit, surety bonds or other forms of
credit or liquidity enhancements. The value of these asset-backed securities
also may be affected by the creditworthiness of the servicing agent for the pool
of assets, the originator of the loans or receivables or the financial
institution providing the credit support.

INVESTMENT RESTRICTIONS. Each Portfolio is subject to various additional
restrictions on its investments. Certain of these restrictions are deemed
fundamental policies and cannot be changed without the approval of the holders
of a majority of the Portfolio's outstanding voting securities, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"). See response to
Item 12 of Part B. The Trust will provide written notice to investors in a
Portfolio of any change in the investment policies or restrictions of that
Portfolio at least 30 days prior to implementing the change.

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 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. The U.S. Government Money Market Portfolio invests
solely in short-term Government Securities, and repurchase agreements
collateralized by such securities. The Money Market Portfolio invests in various
types of high quality short-term debt obligations. Shares of the Portfolios are

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<PAGE>

not insured or guaranteed by the U.S. government or any government agency. The
return on an investment in the Portfolios will increase or decrease in response
to changes in short-term market interest rates. The market value of a
Portfolio's investments will fluctuate, with investments increasing in value as
interest rates fall and decreasing in value as interest rates rise. However, the
Portfolios expect to value their investments at amortized cost. As a result, any
change in the market value of an investment will not generally be reflected in
the value at which a Portfolio carries the investment. Although the Money Market
Portfolio limits its purchases of investments to those that satisfy certain
credit quality standards, the issuer of an obligation held by the Portfolio
could default on its obligation to pay interest or to repay principal. In such
event, investors in the Portfolio could suffer a loss.

Virtually all portfolio transactions for the Portfolios will be
effected on a principal basis with issuers, underwriters or dealers serving as
primary market-makers.

ITEM 6. Management, Organization, and Capital Structure.

MANAGEMENT. The Board of Trustees of the Trust is responsible for supervising
the operations and affairs of the Trust and the Portfolios. The Trust's
officers, who are all officers or employees of the Investment Adviser, are
responsible for the daily management and administration of the operation of the
Portfolios.

INVESTMENT ADVISER. The Investment Adviser, Cadre Financial Services, Inc., 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 and municipal authorities. Ambac is a publicly held company
whose shares are traded on the New York Stock Exchange.

As of January 31, 2000 the Investment Adviser provided investment
management services to 8 investment accounts and had aggregate assets under
management in excess of $2.3 billion. In addition, through its subsidiaries,
Ambac manages its own investment portfolios of approximately $9 billion.

Subject to overall supervision of the Board of Trustees, the
Investment Adviser is responsible for managing the assets of the Portfolios in
accordance with their respective investment objectives and policies. The
Investment Adviser formulates a continuing investment program and makes all
decisions regarding securities to be purchased or sold for each Portfolio. In
addition, the Investment Adviser provides all necessary administrative services
to the Portfolios, and furnishes, without expense to the Portfolios, the
services of its personnel to serve as officers and Trustees of the Trust. The
Portfolios each pay the Investment Adviser a monthly fee for these services.
These fees are computed at the annual rates of 0.06% of the U.S. Government
Money Market Portfolio's average daily net assets during the month, and 0.08% of
the Money Market portfolio's average daily net assets during the month.

SHAREHOLDER ACCOUNTING AND CUSTODY SERVICES. The Investment Adviser is
responsible for maintaining records of the ownership of shares of the Portfolios
and for determining the daily net asset values of the Portfolios. U.S. Bank
National Association, U.S. Bank Place, 601 Second Avenue, Minneapolis, Minnesota
55402, maintains custody of the investments of the Portfolios.

PORTFOLIO EXPENSES. Each Portfolio pays all of its expenses, including but not
limited to: the fees of the Investment Adviser; the fees and expenses of the
Trust's independent auditors, legal counsel and custodian; taxes; brokerage fees
and commissions; interest; costs incident to meetings of Trustees and the filing
of reports with regulatory bodies and the maintenance of the Trust's legal
existence; the fees and expenses of non-interested Trustees of the Trust; and
any extraordinary expenses of a non-recurring nature. General expenses incurred

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by the Trust which are not allocable to any specific series of the Trust,
including certain of the expenses noted above, are allocated to all series of
the Trust, including the Portfolios, in a manner deemed fair and equitable by
the Board of Trustees in its sole discretion.

CAPITAL STRUCTURE. Cadre Institutional Investors Trust (the "Trust") is a
diversified, open-end management investment company that was organized as a
trust under the laws of the State of Delaware pursuant to a Certificate of Trust
dated June 27, 1995, as amended. The Trust is authorized to issue an unlimited
number of shares of beneficial interest, $0.001 par value. The Trust currently
has ten authorized series of shares representing interests in its different
investment portfolios.

Shares of the U.S. Government Money Market Portfolio and the Money
Market Portfolio (collectively, the "Portfolios") are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933 (the "1933 Act").
Investments in the Portfolios may be made only by other series of the Trust,
other registered investment companies and other collective investment vehicles
which are authorized under their investment policies and applicable laws and
regulations to purchase shares of the Portfolios. Such investors must be
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, shares of the Portfolios.

The Board of Trustees has the power to establish additional series of
shares, representing interests in separate investment portfolios and, subject to
applicable laws and regulations, to issue two or more classes of shares of each
series. Shares of each class and series, including shares of the Portfolios, are
issued fully paid and non-assessable, and have no preemptive or conversion
rights.

Shareholders of the Trust are entitled to vote on the election of
Trustees and the ratification of the Trust's independent auditors when those
matters are voted upon at a meeting of shareholders of the Trust. Investors in
each Portfolio are entitled to vote, as a separate class, on certain other
matters affecting that Portfolio. Each share of a Portfolio is entitled to one
vote (or a fractional vote with respect to fractional shares). However, when
shares of more than one series vote together on a matter as a separate class,
each share of each series will have that number of votes as equals the net asset
value of such share. Shares of a Portfolio held by another series of the Trust
will not be entitled to vote on matters being voted on by all shareholders of
the Trust as a single class (such as the election of Trustees) because the
shareholders of the other series will have the right to vote with respect to
such matters. All shares of the Trust 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.

ITEM 7. Shareholder Information

The net income of each Portfolio is determined each day on which both
the New York Stock Exchange is open for trading and the Federal Reserve Bank of
New York is open (each, a "Business Day"). This determination is made once each
day as of 4:00 p.m. Eastern time, except on days for which the Public Securities
Association (the "PSA") recommends an early closing of the U.S. government
securities markets when the net asset value will be computed as of such earlier
closing time. All the net income of each Portfolio is allocated pro rata and
distributed as dividends to investors in the Portfolio at the time of this
determination.

For this purpose, the net income of each Portfolio consists of (i)
all income accrued, less amortization of any premium, on the Portfolio's assets,
less (ii) all actual and accrued expenses of the Portfolio, in each case
determined from the time of the immediately preceding net income determination
and computed in accordance with generally accepted accounting principles.
Interest income includes discount earned (including original issue discount and
market discount) on discount paper, accrued ratably to the date of maturity and
any net realized gains or losses on the assets of the Portfolio.

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TAX CONSEQUENCES. The assets, income and distributions of the Portfolios will be
managed so that an investor in the Portfolio that is subject to taxation under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and
invests all of its investable assets in a Portfolio, will be able to meet the
requirements of Subchapter M.

The Portfolios will elect to be taxed as partnerships for federal
income tax purposes and therefore will not be subject to any income tax.
However, each investor in a Portfolio will be deemed to have received its share
(as determined in accordance with the governing instruments of the Trust) of the
Portfolio's ordinary income and capital gains in determining its own federal
income tax liability, if any. The determination of such share will be made in
accordance with the Code.

PURCHASE OF PORTFOLIO SHARES. Shares of the Portfolios are issued solely in
private placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Portfolios may
only be made by other series of the Trust, other registered investment companies
and other collective investment vehicles which are authorized under their
investment policies and applicable laws and regulations to purchase shares of
the Portfolios. Shares may be purchased only by "accredited investors" as
defined by Regulation D under the 1933 Act.

No sales load or other charge is imposed in connection with
investments in the Portfolios. All investments in a Portfolio are made at the
net asset value of per share of that Portfolio next determined after an order to
purchase shares is received by the Portfolio. Net asset value is computed as of
4:00 p.m. (Eastern time) on each Business Day, except on days for which the PSA
recommends an early closing of the U.S. government securities markets when the
net asset value will be computed as of such earlier closing time. Investments
must be made in federal funds (i.e., monies credited to its custodian bank by a
Federal Reserve bank).

There are no minimum initial or subsequent investment requirements
imposed by the Portfolios. However, each Portfolio reserves the right to reject
any purchase order and to modify or suspend the continuous offering of its
shares.

Each Portfolio's net asset value per share is determined by
subtracting the Portfolio's liabilities (including accrued expenses) from the
total value of its investments and other assets and dividing the result by the
total number of shares of the Portfolio outstanding. For purposes of calculating
net asset value and net asset value per share, each Portfolio's investments are
valued using the "amortized cost" method of valuation. This method involves
valuing each investment at cost 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 a Portfolio would receive if it sold the investment. Use of this
valuation method is designed to permit the Portfolios to maintain stable net
assets values per share of $1.00. There can be no assurance, however, that
either Portfolio will be able to maintain a stable net asset value per share.
The amortized cost method of valuation will not be used to value an investment
held by a Portfolio if the Board of Trustees determines that such method does
not constitute the "fair value" of such investment.

REDEMPTION OF PORTFOLIO SHARES. An investor may redeem all or any portion of its
shares of a Portfolio at any time at the net asset value per share of the
Portfolio next computed after the receipt by the Portfolio of a redemption
request in proper form. Redemption proceeds will be paid in federal funds
normally on the day the redemption request is received, but in any event within

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seven days, absent certain unusual circumstances as described below in Item 19
of Part B.

In the event that the Board of Trustees of the Trust determines that
it would be detrimental to the best interests of remaining investors of a
Portfolio to pay any redemption or redemptions in cash, a redemption payment may
be made in whole or in part by a distribution in kind of portfolio securities
held by the Portfolio, 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 by
the Portfolio in computing its net asset value. In the unlikely event that
shares of a Portfolio are redeemed in kind, the redeeming investor 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 Portfolio during any 90 day period for any one
investor.

INVESTOR INQUIRIES. Investor inquiries should be directed to the Investment
Adviser.

ITEM 8. Distribution Arrangements.

No sales load or other charge is imposed in connection with
investments in the Portfolios. Cadre Securities, Inc., an affiliate of the
Investment Adviser, acts as placement agent in connection with the private
offering of shares of the Portfolio.

ITEM 9. Financial Highlights Information.

Not applicable.

PART B

ITEM 10. Cover Page and Table of Contents

Cover Page. Not applicable.

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TABLE OF CONTENTS

PAGE
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Fund History.................................................................9

Description of the Fund and Investments and Risks............................9

Management of the Fund......................................................15

Control Persons and Principal Holders of Securities.........................17

Investment Advisory and Other Services......................................18

Brokerage Allocation and Other Practices....................................19

Capital Stock and Other Securities..........................................20

Purchase, Redemption and Pricing of Shares..................................21

Taxation of the Fund........................................................22

Underwriters................................................................23

Calculation of Performance Data.............................................23

Financial Statements........................................................24

ITEM 11. Fund History

Not applicable.

ITEM 12. Description of the Fund and Investments and Risks.

The investment objective of each Portfolio is high current income,
consistent with preservation of capital and maintenance of liquidity. This
section provides additional information regarding the types of investments that
may be made by the Portfolios and the investment practices in which each
Portfolio may engage.

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 principalamount 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

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loan to a single borrower and subject to other regulations designed to promote
financial soundness.

GOVERNMENT, TREASURY 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"), and
repurchase agreements collateralized by 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 Part A, 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 variable and floating rate securities, which are described in Part
A.

REPURCHASE AGREEMENTS. As discussed in Part A, 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 of the Trust. 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 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
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 Part A, 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

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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 the 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 COMMERCIAL 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 froma 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 onf
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.

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 the Portfolio's investment objective 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 daily
amount of a Portfolio's net income and, in extreme cases, changes in interest
rates could cause the net asset value per share of a Portfolio to decline. In
the event of unusually large redemption demands, securities may have to be sold
by a Portfolio at a loss prior to maturity 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 a Portfolio will
achieve its investment objective.

INVESTMENT RATINGS (Money Market Portfolio Only). Corporate obligations
purchased by the Money Market Portfolio must at the time of purchase meet
certain ratings requirements, as described in Part A. The commercial paper, bond
and other short- and long-term rating categories that satisfy these ratings
requirements which have been established by Standard & Poor's Ratings 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:

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<PAGE>

COMMERCIAL PAPER AND SHORT-TERM RATINGS:

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 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.

CERTAIN LONG-TERM RATINGS:

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 Long- and
Short-Term Ratings as used in the corporate 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.

INVESTMENT RESTRICTIONS. Each Portfolio is 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 that Portfolio's
outstanding voting securities. A "majority of the outstanding voting securities"
of a Portfolio for this purpose means the lesser of (i) 67% of the shares of the
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 Portfolio. As fundamental investment
restrictions, a Portfolio may not:

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<PAGE>

(1) Purchase a security, other than a Government Security, if as a result
of such purchase, more than 5% of the value of the Portfolio's assets would be
invested in the securities of any one issuer, or the Portfolio would own more
than 10% of the voting securities, or of any class of securities, of any one
issuer. (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 Portfolio's total assets would
be invested in the securities of issuers engaged in any one industry; except
that the Money Market Portfolio may invest more than 25% of the value of its net
assets in obligations of domestic banks (and of U.S. branches of foreign banks,
but only if the Money Market Portfolio is permitted by its then current
investment policies to purchase obligations of U.S. branches of foreign banks).
The types of bank obligations in which 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 Portfolio invests 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 1940 Act or borrow money,
except that the Portfolio 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 its total assets (calculated at the time of the borrowing). A Portfolio
may not make additional investments while it has any borrowings outstanding.
This restriction shall not be deemed to prohibit a Portfolio from purchasing or
selling securities on a when-issued or delayed delivery basis, or entering into
repurchase agreements.

(4) Purchase or sell commodities or commodity contracts, or real estate or
interests in real estate (including limited partnership interests), except that
the Portfolio, 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, the Portfolio may be deemed to
be an underwriter under the 1933 Act.

(6) Make loans of money or securities, except through the purchase of
permitted investments, including repurchase agreements and, if permitted under
the investment policies of the Portfolio then in effect, through loans of
portfolio securities in an amount not to exceed 33 1/3% of the value of the
Portfolio's total assets.

(The investment policies of the Portfolios do not currently permit loans of
portfolio securities.)

(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 the 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.)

Each Portfolio has the following additional investment restrictions which
are not fundamental and may be changed by the Board of Trustees, without a vote
of investors. Under these restrictions, a Portfolio may not:

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

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<PAGE>

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

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

(4) With respect to the Money Market Portfolio, 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 Portfolio's net assets would be
invested in illiquid securities and such repurchase agreements under which 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.

(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.

Unless otherwise specified, all percentage and other restrictions,
requirements and limitations on investments set forth above and elsewhere in
Part B, and those set forth in Part A, 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.

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<PAGE>

ITEM 13. Management of the Fund.

The Board of Trustees of the Trust has the overall responsibility for
monitoring the operations of the Trust and the Portfolios and 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 Portfolios.

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.

NAME, POSITION WITH TRUST, AGE PRINCIPAL OCCUPATIONS
AND ADDRESS DURING LAST FIVE YEARS
- ----------- ----------------------
<S> <C>
*William T. Sullivan, Jr. Chairman and Chief Executive Officer,
Trustee, 54 Cadre Financial Services, Inc. and
Chairman, CEO and Securities, Inc. (brokerage services)
Cadre President,
905 Marconi Avenue
Ronkonkoma, NY 11779

Harvey A. Fein Chief Financial Officer, Molina Medical
Trustee, 53 Medical Centers; formerly, independent
2238 Glendon Avenue financial consultant (1994-1995) and
Los Angeles, California 90064 Director of Finance, Blue Cross of
California - Wellpoint Health Networks

Michael P. Flanagan County Superintendent of Schools,
Trustee, 50 Wayne Regional Educational Services Agency;
8975 Tamarack Court adjunct professor, Wayne State University; County
Plymouth, MI 48170 Library Board, Wayne, County, Michigan;
Governor's Reading Council, State of Michigan

Russell E. Galipo Vice President and Manager of Shawmut
Trustee, 67 Bank CT., N.A. from 1973 to 1994
4538 Alpine Drive
Lakeland, Florida 33801-0502

*C. Roderick O'Neil Chairman, O'Neil Associates (investment
Trustee, 69 and financial consulting firm);
375 Park Avenue Director, Ambac Financial Group, Inc.,
Suite 2602 AMBAC Assurance Corporation, Fort Dearborn
New York, New York 10152 Income Securities, Inc. and Beckman
Instruments, Inc.; Trustee, Memorial
Drive Trust (finance)

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<PAGE>

William J. Reynolds Retired
Trustee, 76
51 Fox Run Court
Newington, CT 06111

Don Irvin Tharpe Executive Director, Association of School
Trustee, 48 Business Officials International;
3105 Franklins Way formerly, Chairman and Trustee,
Herndon, Virginia 22071 Investment Services for Education Trust

Anne G. Gill, Esq. First Vice President, Corporate Secretary,
Secretary, 36 Assistant General Counsel to Ambac Financial
One State Street Plaza Group, Inc.
New York, New York 10004

Linda Cassesse Registration Manager of Cadre Financial
Assistant Secretary, 47 Services, Inc. and Cadre Securities
905 Marconi Avenue Inc.; from 1995 to 1997 assisted New York City
Ronkonkoma, New York 11779 Marshall Henry Daley; 1990 to 1995 Registration
Manager Lanborn Asset Management.

Peter Poillon First Vice President and Corporate Controller,
Treasurer, 40 Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
</TABLE>

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 and/or companies affiliated with the Investment Adviser.

Trustees, other than Independent Trustees who are affiliated with investors
in other series of the Trust or with investors in the Portfolios (which
investors are not other series of the Trust) and other than Trustees who are
employees of the Investment Adviser or one of its affiliated companies, 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 or the
Nominating Committee they receive an attendance fee of $750 for each Audit
Committee meeting and each Nominating Committee meeting they attend, with the
Chairman of the Audit Committee and the Chairman of the Nominating Committee
receiving an additional $1,000 annual fee. The Audit Committee is comprised of
three of the Independent Trustees. The Nominating Committee is also comprised of
three Independent Trustees. Officers of the Trust receive no compensation from
the Trust. All Trustees who 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 each Portfolio.
- --------------------------

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

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<PAGE>

The following table sets forth certain information regarding the
compensation received by the Trustees of the Trust for the fiscal year ended
October 31, 1999.

COMPENSATION TABLE

<S> <C> <C> <C>
David L. Boyle $ 0 $ 0 $ 0

Harvey A. Fein 0 0 0

Michael P. Flanagan 0 0 0

Russell E. Galipo 11,250 0 11,250

C. Roderick O'Neill 8,000 0 8,000

William J. Reynolds 9,500 0 9,500

William T. Sullivan, Jr. 0 0 0

Don I. Tharpe 0 0 0
</TABLE>

ITEM 14. Control Persons and Principal Holders of Securities.

As of February 14, 2000, the Michigan School District Liquid Asset Fund
Plus may be deemed to control the Cadre Institutional Investors Trust - Money
Market Portfolio by virtue of owning more than 25% of the outstanding shares of
the Portfolio. The Michigan School District Liquid Asset Fund Plus currently
holds 77.19% of the outstanding shares of the Money Market Portfolio. This
control relationship will continue to exist until such time as the
above-described share ownership represents 25% or less of the outstanding shares
of the Portfolio. Through the exercise of voting rights with respect to shares
of the Portfolio, the controlling person set forth above may be able to
determine the outcome of shareholder voting on matters as to which approval of
shareholders is required. The address of Michigan School District Liquid Asset
Fund Plus is c/o Michigan Association of School Boards, 1001 Centennial Way,
Suite 400, Lansing, MI 48933.

As of February 14, 2000, the Cadre Institutional Investors Trust Reserve
Fund - U.S. Government Series and the Illinois Park District Liquid Asset Fund
Plus may be deemed to control the Cadre Institutional Investors Trust - U.S.
Government Money Market Portfolio by virtue of owning more than 25% of the
outstanding shares of the Portfolio. The Reserve Fund - U.S. Government Series
currently holds 30.04% of the outstanding shares and the Illinois Park District
Liquid Asset Fund Plus currently holds 32.25% of the U.S. Government Money
Market Portfolio. These control relationships will continue to exist until such
time as the above-described share ownership represents 25% or less of the
outstanding shares of the Portfolio. Through the exercise of voting rights with
respect to shares of the Portfolio, the controlling persons set forth above may
be able to determine the outcome of shareholder voting on matters as to which
approval of shareholders is required. The address of Cadre Institutional
Investors Trust Reserve Fund - U.S. Government Series is 905 Marconi Avenue,

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<PAGE>

Ronkonkoma, NY 11779. The address of Illinois Park District Liquid Asset Fund
Plus is c/o Illinois Association of Park Districts, 211 E. Monroe Street,
Springfield, IL 62701.

As of February 14, 2000, the following entities owned of record 5% or more
of the outstanding shares of Cadre Institutional Investors Trust - Money Market
Portfolio:

Cadre Institutional Investors Trust 10.14%
Affinity Fund
Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

Cadre Institutional Investors Trust 6.07%
Reserve Fund
Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

Cadre Institutional Investors Trust 6.60%
Liquid Asset Fund
Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

Michigan School District 77.19%
Liquid Asset Fund Plus
c/o Michigan Association of School Boards
1001 Centennial Way
Suite 400
Lansing, Michigan 48933

As of February 14, 2000, the following entities owned of record 5% or more
of the outstanding shares of the Cadre Institutional Investors Trust - U.S.
Government Money Market Portfolio:

Cadre Institutional Investors Trust 18.29%
Affinity Fund
U.S. Government Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

Cadre Institutional Investors Trust 30.04%
Reserve Fund
U.S. Government Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

Cadre Institutional Investors Trust 19.42%
Liquid Asset Fund
U.S. Government Money Market Series
905 Marconi Avenue
Ronkonkoma, NY 11779

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<PAGE>

Illinois Park District 32.25%
Liquid Asset Fund Plus
Illinois Association of Park Districts
211 E. Monroe Street
Springfield, IL 62701

ITEM 15. 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, 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 "Agreement"), the Investment Adviser manages
the investment of each Portfolio's assets 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 Agreement. In addition, the Investment Adviser
provides all necessary administrative services to the Portfolio, 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 Agreement provides
for the payment by each Portfolio of a monthly fee to the Investment Adviser.
The fees are calculated daily and computed at the annual rate of 0.06% of the
net assets of the U.S. Government Money Market Portfolio and 0.08% of the net
assets of the Money Market Portfolio.

The Agreement provides that in the absence of willful misfeasance, bad
faith, negligence or reckless disregard of its obligations thereunder, the
Investment Adviser is not liable to the Trust, the Portfolios or shareholders of
the Trust for any act or omission by the Investment Adviser or for any losses
sustained by the Trust, the Portfolios or shareholders of the Trust. The
Agreement in no way restricts the Investment Adviser from acting as investment
adviser to others.

The Agreement was approved by the Board of Trustees of the Trust,
including a majority of the Independent Trustees, who are not parties to the
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
Agreement was also approved by the shareholders of Liquid Asset U.S. Government
Money Market Fund at a meeting held on October 30, 1998. (That fund was the sole
operating series of the Trust as of such date and intends to invest all of its
investable assets in the U.S. Government Money Market Portfolio.) The Agreement
may be continued in effect from year to year with respect to a Portfolio after
its initial term upon the approval of the holders of shares of that Portfolio or
the approval of the Board of Trustees. In seeking such approval by the holders
of shares of a Portfolio, each series of the Trust which is an investor in the
Portfolio and each otherinvestment company or series thereof which is an
investor in the Portfolio will seek instructions from its shareholders as to how
that series' or company's interest in the Portfolio will be voted and will vote
its interest in accordance with those instructions. In the case of certain other

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<PAGE>

investment funds that invest in the Portfolio, such funds may vote their shares
either in accordance with the same procedures or in the same proportion as the
shares of other holders of shares of the Portfolio are voted. Each annual
continuance of the 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 Agreement may be terminated with respect to a
Portfolio 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 the Portfolio, or by the
Investment Adviser. The 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 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.

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 each Portfolio's cash and investments. Cash held
by the custodian, which may be substantial, is insured by the Federal Deposit
Insurance Corporation up to the amount of available insurance coverage limits
(presently $100,000).

INDEPENDENT ACCOUNTANTS. KPMG LLP, 757 Third Avenue, New York, New York,
10154, are independent auditors of the Trust. The independent auditors are
responsible for auditing the financial statements and prepare tax returns of
each Portfolio. The selection of independent auditors is approved annually by
the Board of Trustees.

ITEM 16. Brokerage Allocation and Other Practices.

Subject to the general supervision of the Board of Trustees of the Trust,
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 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.

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<PAGE>

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

ITEM 17. Capital Stock and Other Securities.

Interests in each Portfolio 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 "fund").

Each share of each fund represents an equal proportionate interest in that
fund with each other share of such fund, without any priority or preference over
other shares. All consideration received for the sales 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 are separate and distinct from the
interest of shareholders of the other funds, if any, comprising the Trust, 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 are segregated on the Trust's books and are charged with the
expenses and liabilities of that fund and with a share of the general expenses
and liabilities of the Trust not attributable to other funds. The Board of
Trustees determines those expenses and liabilities deemed to be general, and
these items are allocated among funds in a manner deemed fair and equitable by
the Board of Trustees in its sole discretion.

Investors in each Portfolio participate pro rata in the distribution of
taxable income, loss, gain and credit of that Portfolio. Upon liquidation of a
Portfolio, investors in that Portfolio are entitled to share pro rata in the
Portfolio's net assets available for distribution to investors.

Under Delaware law, an investor in the Portfolios could, under certain
circumstances, be held personally liable for the obligations of the Trust but
only to the extent of the investor's investment. However, the Trust's
Declaration of Trust disclaims liability of such persons and the Trustees and
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 an investor in a
Portfolio incurring financial loss on account of being an investor is limited to
circumstances in which the Trust itself would be unable to meet its obligations
and should be considered remote.

Annual meetings of shareholders of the Trust will not be held except as
required by the 1940 Act or other applicable law. A meeting will be held on the
removal of a Trustee or Trustees of the Trust if requested in writing by holders
of not less than 10% of the outstanding shares of the Trust.

ITEM 18. Purchase, Redemption and Pricing of Shares.

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<PAGE>

DISTRIBUTION OF SHARES. Shares of the Portfolios are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. An investment in the Portfolios may be
made only by other series of the Trust, other registered investment companies
and other collective investment vehicles which are authorized under their
investment policies and applicable laws and regulations to purchase shares of
the Portfolios. Such investors must be "accredited investors" within the meaning
of Regulation D under the 1933 Act.

As described in Item 7 of Part A, shares of the Portfolios are sold,
without a sales charge, at the net asset value next computed after receipt of a
purchase order by the Portfolio. Net asset value is computed once daily for each
Portfolio, on each day on which both the New York Stock Exchange is open for
trading and the Federal Reserve Bank of New York is open (each, a "Business
Day"), as described below.

Cadre Securities, Inc. ("CSI"), an affiliate of the Investment Adviser with
offices at 905 Marconi Avenue, Ronkonkoma, New York 11779, which is an indirect
subsidiary of Ambac, acts as placement agent for shares of the Portfolios
pursuant to the terms of a placement agency agreement with the Trust (the
"Placement Agreement"). The Portfolios do not pay any compensation to CSI for
its services as placement agent.

The Board of Trustees, including a majority of the Independent Trustees,
approved the Placement Agreement at a meeting held in person on June 17, 1998.
The Placement Agreement will remain in effect until June 17, 2000, 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 Placement 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 Placement Agreement, CSI is
required to bear all costs associated with distribution of shares of the
Portfolios. The Trust has agreed to indemnify CSI to the extent permitted by
applicable law against certain liabilities under the Securities Act of 1933, as
amended.

REDEMPTION OF SHARES. The proceeds of the redemption of shares of the Portfolios
are normally paid as described in the Part A. However, the payment of redemption
proceeds may be postponed by a Portfolio 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 the Portfolio of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Portfolio to determine
fairly the value of its net assets, or (d) during any other period when the SEC,
by order, so permits for the protection of investors. Applicable rules and
regulations of the SEC will govern as to whether the conditions described in (b)
or (c) exist.

COMPUTATION OF NET ASSET VALUE. Part A describes the days on which the net asset
values per share of the Portfolios are computed for purposes of purchases and
redemptions of shares by investors in the Portfolios, and also sets forth the
times as of which such computations are made. Net asset value is computed once
daily as of 4:00 p.m. Eastern time on each Business Day, except as described
below. The New York Stock Exchange currently observes the following holidays:
New Year's Day; Martin Luther King's Birthday (third Monday in January);
Presidents' Day (third Monday in February); Good Friday (Friday before Easter);
Memorial Day (last Monday in May); Independence Day; Labor Day (first Monday in
September); Thanksgiving Day (fourth Thursday in November); and Christmas Day.
The Federal Reserve Bank of New York currently observes all the holidays listed
above except Good Friday, and also observes Columbus Day (second Monday in
October) and Veterans Day.

-22-

<PAGE>

Net asset value is computed as of the closing time of the U.S. government
securities markets on days when the PSA 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.

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. 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, a Portfolio is
required to maintain a dollar-weighted average 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, as computed for purposes of sales and redemptions of shares, 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 of each Portfolio calculated by using available market quotations for the
investments of the Portfolio deviates from the net asset value per share of
$1.00 computed by using the amortized cost method to value such investments. If
such deviation exceeds 1/2 of 1%, the Board will promptly consider what action,
if any, should be taken. The Trustees will take such action as they deem
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 of the Portfolio in kind, withholding dividends or
the distribution of net income, paying distributions from capital gains, or
utilizing a net asset value per share that is based upon available market
quotations. Use of amortized cost valuation by the Portfolios is subject to
certain additional requirements imposed by SEC rules.

ITEM 19. Taxation of the Fund.

The Trust is organized as a Delaware business trust. The Portfolios are
separate series of the Trust. Under the anticipated method of operation of each
Portfolio as a partnership for federal income tax purposes, each Portfolio will
not be subject to any income tax. However, each investor in a Portfolio that is
not a tax-exempt investor will be taxable on its share (as determined in
accordance with the governing instruments of the Trust) of that Portfolio's
ordinary income and capital gains in determining income tax liability. The
determination of such shares will be made in accordance with the Code and
regulations promulgated thereunder.

The taxable year-end of each Portfolio is October 31. Although, as
described above, the Portfolios will not be subject to federal income tax, the
Trust will file appropriate income tax returns with respect to the Portfolios.

The Trust believes that, in the case of an investor in a Portfolio that
seeks to qualify as a regulated investment company ("RIC") under the Code, the
investor should be treated for federal income tax purposes as an owner of an
undivided interest in the assets and operations of the Portfolio, and

-23-
<PAGE>

accordingly, should be deemed to own a proportionate share of each of the assets
of the Portfolio and should be entitled to treat as earned by it the portion of
the Portfolio's gross income attributable to that share. The Trust also believes
that each such investor should be deemed to hold its proportionate share of a
Portfolio's assets for the period the Portfolio has held the assets or for the
period the investor has been a partner in the Portfolio, which ever is shorter.
Each investor in a Portfolio should consult its tax advisers regarding whether,
in light of its particular tax status and any special tax rules applicable to
it, this approach applies to its investment in the Portfolio, or whether the
investor has no direct interest in Portfolio assets or operations.

In order to enable an investor in a Portfolio that is otherwise eligible
to qualify as a RIC under the Code to so qualify, each Portfolio intends to
satisfy the requirements of Subchapter M of the Code relating to the nature of
the Portfolio's gross income and the composition (diversification) of the
Portfolio's assets as if those requirements were directly applicable to the
Portfolio, and to allocate and distribute its net investment income and any net
realized capital gains in a manner that will enable an investor in the Portfolio
that is a RIC to comply with the qualification requirements imposed by
Subchapter M.

Each Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income
(including net investment income derived from interest on U.S. Treasury
obligations), net realized capital gains, and any other items of income, gain,
loss, deduction or credit in a manner intended to comply with the Code and
applicable regulations.

To the extent the cash proceeds of any redemption or distribution exceed an
investor's adjusted tax basis in shares of a Portfolio, the investor will
generally recognize gain for federal income tax purposes. If, upon a complete
redemption, the investor's adjusted tax basis in shares of a Portfolio exceeds
the proceeds of the redemption, the investor generally will recognize a loss for
federal income tax purposes. An investor's adjusted tax basis in shares of a
Portfolio will generally be the aggregate price paid therefor, increased by the
amounts of its distributive share of items of realized net income (including
income, if any, exempt from federal income tax) and gain, and reduced, but not
below zero, by the amounts of its distributive share of items of realized net
loss and the amounts of any distributions received by the investor.

Portfolio income allocated to investors that is derived from interest on
obligations of the U.S. government and certain of its agencies and
instrumentalities (but generally not from capital gains realized upon the
disposition of such obligations) may be exempt from state and local taxes. The
Trust will advise investors in the Portfolios of the extent, if any, to which a
Portfolio's income consists of such interest. Investors are urged to consult
their tax advisers regarding the possible exclusion of such portion of the
income allocated to them by a Portfolio for state and local income tax purposes.

The above discussion does not address the special tax rules applicable to
certain classes of investors, such as tax-exempt entities, or the state, local
or non-U.S. tax laws that may be applicable to certain investors. Investors
should consult their own tax advisers with respect to the special tax rules that
may apply to their particular situations, as well as the state, local or foreign
tax consequences of them investing in a Portfolio.

ITEM 20. Underwriters.

CSI acts as the placement agent for shares of the Portfolios. See Item 18.

ITEM 21. Calculation of Performance Data.

Not applicable.

ITEM 22. Financial Statements.

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<PAGE>

The audited financial statements of the Portfolios for the fiscal year ended
October 31, 1999 are contained in the Annual Reports of the Funds for the fiscal
year ended October 31, 1999 and such Annual Reports are incorporated herein by
reference.

<PAGE>

PART C

OTHER INFORMATION

ITEM 23. Exhibits.

EXHIBIT
NUMBER DESCRIPTION

23(a)1 Amended and Restated Declaration of Trust, dated
June 17, 1998, previously filed as an exhibit to
Post-Effective Amendment No. 5, December 16,
1998.

23(a)2 Certificate of Designation, dated June 17, 1998,
establishing additional series of Registrant,
previously filed as an exhibit to Post-Effective
Amendment No. 5, December 16, 1998.

23(a)3 Certificate of Designation, dated December 16,
1998, changing the names of certain series and
establishing an additional series of Registrant,
previously filed as an exhibit to Post-Effective
Amendment No. 5, December 16, 1998.

23(a)4 Certificate of Designation, dated March 10, 1999,
changing the names of certain series, filed herewith.

23(b) By-Laws of Registrant, as amended and restated
through December 16, 1998, filed herewith.

23(c) Instruments defining rights of holders of the
securities being offered, previously filed as Exhibit
4 to Post-Effective Amendment No. 2, February 28,
1997.

23(d) Form of Investment Advisory Agreement between
Registrant and Cadre Financial Services, Inc,
previously filed as an exhibit to Post-Effective
Amendment No. 5, December 16, 1998.

23(e)1 Amended Distribution Agreement between Registrant
and Cadre Securities, Inc., dated June 17, 1998,
previously filed as an exhibit to Post-Effective
Amendment No. 5, December 16, 1998.

23(e)2 Placement Agency Agreement between Registrant and
Cadre Securities, Inc., dated November 1, 1998,
previously filed as an exhibit to Post-Effective
Amendment No. 5, December 16, 1998.

23(f) Not Applicable.

23(g)1 Custodian Agreement between Registrant and First
Trust National Association (now known as U.S.
Bank National Association), previously filed as
Exhibit 8 to Post-Effective Amendment No. 4, May
11, 1998.

23(g)2 Form of Amendment to Appendix A of Custodian
Agreement, previously filed as an exhibit to
Post-Effective Amendment No. 5, December 16,
1998.

23(h)1 Administration Agreement between Registrant and
Cadre Financial Services, Inc., dated August 1,
1997, previously filed as Exhibit 9(a) to
Post-Effective Amendment No. 3, March 2, 1998.

23(h)2 Amendment to Schedules A and B of Administration
Agreement as amended March 16, 1999, filed herewith.

23(h)3 Amended Transfer Agent Agreement between
Registrant and Cadre Financial Services, Inc.,
dated November 1, 1998, previously filed as an
exhibit to Post-Effective Amendment No. 5,
December 16, 1998.

23(i) Not Applicable.

23(j) Consent of Independent Auditors is filed herewith.

23(k) Not Applicable.

23(l) Agreement Regarding Initial Capital, previously filed
as Exhibit 13 to Post-Effective Amendment No. 2,
February 28, 1997.

23(m)1 Plan of Distribution pursuant to Rule 12b-1 for
Cadre Affinity Fund - U.S. Government Series and
Cadre Affinity Fund - Money Market Series, as
amended December 15, 1999, filed herewith.

23(m)2 Plan of Distribution pursuant to Rule 12b-1 for
SweepCash U.S. Government Money Market Fund and
SweepCash Money Market Fund, as amended December
15, 1999, filed herewith.

23(o) Not applicable.

23(n) Not applicable.

23(p) Not applicable because Registrant is a Money Market
Fund.

ITEM 24. Persons Controlled by or Under Common Control with Registrant.

None, except to the extent that certain series of the Registrant
may be deemed under common control with direct and indirect subsidiaries of
Ambac Financial Group, Inc. to the extent that Ambac Financial Group, Inc. and
one or more of its subsidiaries may be deemed to control a series of the
Registrant by virtue of owning more than 25% of the outstanding voting
securities of such series.

<PAGE>

ITEM 25. Indemnification.

As permitted by Section 17(h) and (i) of the Investment Company Act of
1940, as amended (the "Investment Company Act"), and pursuant to Article VI of
Registrant's By-Laws, officers, trustees, employees and agents of Registrant may
be indemnified against certain liabilities in connection with Registrant, and
pursuant to Section 1.10 of the Distribution Agreement (previously filed as
Exhibit 23(e)1), Cadre Securities, Inc. as principal underwriter of Registrant,
may be indemnified against certain liabilities which it may incur. Such Article
VI of the By-Laws and Section 1.10 of the Distribution Agreement are hereby
incorporated by reference in their entirety.

Registrant intends to maintain an insurance policy insuring its
officers and trustees against certain liabilities, and certain costs of
defending claims against such officers and trustees, and to bear the costs of
such policy except for such costs as is determined to be attributable to
coverage protecting such persons against liabilities to which they may become
subject as a consequence of their own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy will also insure Registrant against the cost of indemnification
payments to officers and trustees under certain circumstances.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
trustees, officers and controlling persons of Registrant and the principal
underwriter pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer, or controlling person of Registrant and the
principal underwriter in connection with the successful defense of any action,
suit or proceeding) is asserted against Registrant by such trustee, officer or
controlling person or the principal underwriter in connection with the shares
being registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws in a manner consistent with Release No. 11330 of the
Securities and Exchange Commission under the Investment Company Act so long as
the interpretations of Sections 17(h) and 17(i) of the Investment Company Act
remain in effect and are consistently applied.

<PAGE>

ITEM 26. Business and Other Connections of Investment Adviser.

See "Management of the Trust" in the Prospectus constituting Part A of
this Registration Statement and "Investment Advisory Arrangements" in the
Statement of Additional Information constituting Part B of this Registration
Statement.

Reference is made to the Form ADV (File No. 801-50048) and Schedules
thereto on file with the Commission of Cadre Financial Services, Inc., for a
description of the names and employments of the directors, officers and partners
of Cadre Financial Services, Inc., and other required information. Except as
otherwise indicated, the address of each such person is 905 Marconi Avenue,
Ronkonkoma, New York 11779.

ITEM 27. Principal Underwriters.

(a) The Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc. The Distributor is a wholly-owned subsidiary of Ambac
Capital Corporation which, in turn, is a wholly owned subsidiary of Ambac
Financial Group, Inc.

(b) The information required by this Item 29 (b) with respect to each
director, officer, or partner of Cadre Securities, Inc. is incorporated by
reference to Schedule A of Form BD filed by Cadre Securities, Inc. with the
Securities and Exchange Commission pursuant to the Securities Act of 1934 (File
No. 8-49667).

(c) The Distributor does not receive compensation for its services as
principal underwriter, but may receive compensation under the Distribution Plan
of Registrant (which is applicable to certain series of Registrant).

ITEM 28. Location of Accounts and Records.

All accounts books and other documents required to be maintained by
Registrant by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are maintained at the offices of Cadre Financial Services, Inc., 905
Marconi Avenue, Ronkonkoma, New York 11779.

ITEM 29. Management Services.

Not Applicable.

ITEM 30. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

(c) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request, and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant, Cadre Institutional
Investors Trust, certifies that it meets the requirements for effectiveness of
this Post-Effective Amendment No. 7 to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 7 to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the County of Suffolk,
and State of New York, on the 28th day of February, 2000.

Cadre Institutional Investors Trust

By: /S/ WILLIAM T. SULLIVAN, JR.

WILLIAM T. SULLIVAN, JR.
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 7 to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/S/ WILLIAM T. SULLIVAN, JR. TRUSTEE, PRESIDENT
WILLIAM T. SULLIVAN, JR. (PRINCIPAL EXECUTIVE OFFICER) FEBRUARY 28, 2000

/S/ DAVID L. BOYLE
DAVID L. BOYLE TRUSTEE FEBRUARY 28, 2000

/S/ HARVEY A. FEIN
HARVEY A. FEIN TRUSTEE FEBRUARY 28, 2000

/S/ MICHAEL P. FLANAGAN
MICHAEL P. FLANAGAN TRUSTEE FEBRUARY 28, 2000

/S/ RUSSELL E. GALIPO
RUSSELL E. GALIPO TRUSTEE FEBRUARY 28, 2000

/S/ C. RODERICK O'NEIL
C. RODERICK O' NEIL TRUSTEE FEBRUARY 28, 2000

/S/ WILLIAM J. REYNOLDS
WILLIAM J. REYNOLDS TRUSTEE FEBRUARY 28, 2000

/S/ DON I. THARPE
DON I. THARPE TRUSTEE FEBRUARY 28, 2000

/S/ PETER R. POILLON TREASURER
PETER R. POILLON (PRINCIPAL FINANCIAL OFFICER) FEBRUARY 28, 2000

<PAGE>

INDEX TO EXHIBITS

23(a)4 Certificate of Designation, dated March 10, 1999

23(b) By-Laws of Registrant, as amended and restated through December 16,
1998

23(h)2 Amendment to Schedules A and B of Administration Agreement, dated
March 16, 1999

23(j) Consent of Independent Auditors

23(m)1 Plan of Distribution pursuant to Rule 12b-1 for Cadre Affinity Fund -
U.S. Government Series and Cadre Affinity Fund - Money Market Series

23(m)2 Plan of Distribution pursuant to Rule 12b-1 for SweepCash U.S.
Government Money Market Fund and Sweep Cash Money Market Fund

CADRE INSTITUTIONAL INVESTORS TRUST

Certificate of Designation

The undersigned, constituting a majority of the Trustees of Cadre
Institutional Investors Trust, organized under the laws of the State of Delaware
as a business trust (the "Trust"), hereby certify that, pursuant to the
authority conferred upon the Trustees by Section 6 of Article III of the Amended
and Restated Declaration of Trust dated June 17, 1998 (the "Declaration of
Trust") have executed this instrument for the purpose of changing the names of
the series of shares of the Trust ("Series") noted below, which Series have
heretofore been established by the Trustees:

a. Liquid Asset U.S. Government Money Market Fund shall be known as Cadre
Liquid Asset Fund - U.S. Government Series;
b. Liquid Asset Money Market Fund shall be known as Cadre Liquid Asset
Fund - Money Market Series;
c. Sponsored Liquid Asset U.S. Government Money Market Fund shall be
known as Cadre Affinity Fund - U.S. Government Series;
d. Sponsored Liquid Asset Money Market Fund shall be known as Cadre
Affinity Fund - Money Market Series;
e. Institutional Cash U.S. Government Money Market Fund shall be known as
Cadre Reserve Fund - U.S. Government Series; and
f. Institutional Cash Money Market Fund shall be known as Cadre Reserve
Fund - Money Market Series;

This Certificate of Designation may be executed in counterparts, each
of which shall, for all purposes, constitute an original, and all of which when
taken together, shall constitute but one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, each of the undersigned Trustees of the Trust have
set their hands as of the 10th day of March, 1999.

------------------------
William T. Sullivan, Jr.

------------------------
David L. Boyle

------------------------
Harvey A. Fein

------------------------
Russell E. Galipo

------------------------
Donald E. Gray, Jr.

------------------------
C. Roderick O'Neil

------------------------
William J. Reynolds

------------------------
Don I. Tharpe

------------------------
Michael A. Flanagan

BY-LAWS

CADRE INSTITUTIONAL INVESTORS TRUST
A DELAWARE BUSINESS TRUST

(AS AMENDED AND RESTATED THROUGH DECEMBER 16, 1998)

These By-Laws are made and adopted pursuant to Article IV, Section 3,
of the Agreement and Declaration of Trust establishing Cadre Institutional
Investors (the "Trust") (formerly named "Ambac Treasurers Trust"), dated June
27, 1995, as from time to time amended (the "Declaration"). All words
capitalized in these By-Laws that are not otherwise defined herein shall have
the meaning or meanings set forth for such words or terms in the Declaration.

ARTICLE I
OFFICES

SECTION 1. PRINCIPAL OFFICE.

The Board of Trustees shall fix and, from time to time, may change the
location of the principal executive office of the Trust at any place within or
without the State of Delaware.

SECTION 2. DELAWARE OFFICE.

The Board of Trustees shall establish a registered office in the State
of Delaware and shall appoint as the Trust's registered agent for service of
process in the State of Delaware an individual resident in the State of Delaware
or a Delaware corporation or a foreign corporation authorized to transact
business in the State of Delaware; provided that, in each case, the business
office of such registered agent for service of process shall be identical with
the registered Delaware office of the Trust.

SECTION 3. OTHER OFFICES.

The Board of Trustees may at any time establish an office or offices in
the County of Suffolk, State of New York, and at such other places within or
without the State of Delaware as the Trustees may from time to time designate or
the business of the Trust may require.

1
<PAGE>

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 1. TIME AND PLACE OF MEETINGS.

All meetings of Shareholders shall be held at such time and place,
whether within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. MEETINGS.

Meetings of Shareholders of the Trust or any Series (or class) shall be
held whenever a vote of such Shareholders is required by the Declaration and at
such other times as the Trustees may determine to be necessary, appropriate or
advisable. Meetings of Shareholders to consider any matter as to which a vote of
Shareholders is required by the 1940 Act or is permitted to be requested by
Shareholders pursuant to the 1940 Act and as to which the Trustees have not
called a meeting of Shareholders shall be called by the secretary upon the
written request of the holders of Shares entitled to cast not less than ten
percent (10%) of all the votes then entitled to be case on such matter at a
meeting of Shareholders. Such request shall state the purpose or purposes of
such meeting and the matters proposed to be acted on thereat. The secretary
shall inform such Shareholders of the estimated reasonable cost of preparing and
mailing such notice of the meeting. Upon payment to the Trust of such costs, the
secretary shall give notice stating the purpose or purposes of the meeting to
each Shareholder entitled to vote at such meeting. Unless requested by
Shareholders entitled to cast a majority of all votes entitled to be cast on
such matter, a meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any meeting of Shareholders held
during the preceding twelve (12) months.

SECTION 3. NOTICE OF MEETINGS.

Written notice of each meeting of Shareholders stating the place, date
and hour thereof, and in the case of a special meeting, specifying the purpose
or purposes thereof, shall be given, to each Shareholder entitled to vote
thereat, not less than ten (10) nor more than ninety (90) days prior to the
meeting either by mail or by presenting it to such Shareholder personally or by
leaving it at his residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, addressed to the Shareholder at his post office address as it appears
on the records of the Trust.

If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Declaration, (iii) a reorganization of the
Trust, or (iv) a voluntary dissolution of the Trust, the notice shall state the
general nature of that proposal.

2
<PAGE>

SECTION 4. QUORUM; ADJOURNMENTS.

Except as otherwise provided by law, by the Declaration or by these
By-Laws, at all meetings of Shareholders the holders of Shares representing
forty percent (40%) of the Shares entitled to vote on a matter, present in
person or represented by proxy, shall be requisite and shall constitute a quorum
for the transaction of business as to such matter. This section shall not affect
any applicable requirement of law or the Declaration for the vote necessary for
the adoption of any measure. In the absence of a quorum, the Shareholders
present in person or represented by proxy and entitled to vote on a matter shall
have power to adjourn the meeting with respect to such matter from time to time
without notice other than announcement at the meeting until such quorum shall be
present. The holders of Shares entitled to cast not less than a majority of all
the votes entitled to be cast at such meeting on a matter shall also have the
power to adjourn the meeting. Written notice shall be given as required by
Article III, Section 3, if a meeting is adjourned to a date more than one
hundred twenty (120) days after the record date originally scheduled with
respect to the meeting. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted had a
quorum been present at the time originally fixed for the meeting.

SECTION 5. VOTED REQUIRED.

Except as otherwise provided by applicable law, by the Declaration or
by these By-Laws and subject to the provisions of Article III, Section 6(d) of
the Declaration, when a quorum is present at any meeting, a majority of the
Shares voted shall decide all questions and a plurality shall elect a Trustee.

SECTION 6. VOTING.

At any meeting of Shareholders, each Shareholder having the right to
vote shall be entitled to vote in person or by proxy, and each Shareholder of
record shall be entitled to cast such number of votes as specified by Article V
of the Declaration for each Share (and fractional share) entitled to vote so
registered in his name on the records of the Trust on the date fixed as the
record date for the determination of Shareholders entitled to vote at such
meeting. Shares held by two or more persons (whether as joint tenants,
co-fiduciaries or otherwise) will be voted as follows, unless written instrument
or court order providing to the contrary has been filed with the secretary of
the Trust: (1) if only one votes, his vote will bind all; (2) if more than one
votes, the vote of the majority will bind all; and (3) if more than one votes
and the vote is evenly divided, the Shares will be voted in accordance with the
determination of a majority of such persons and any person appointed to act by a
court of competent jurisdiction, or, in the absence of such appointment, the
vote will be cast proportionately.

SECTION 7. PROXIES.

Each proxy shall be in writing executed by the Shareholder giving the
proxy or by his duly authorized attorney. No proxy shall be valid after the
expiration of eleven (11) months from its date, unless a longer period is
provided for in the proxy.

3
<PAGE>

SECTION 8. PROCEDURES AT MEETINGS.

At all meetings of Shareholders, all questions relating to the
qualification of voters, the validity of proxies, the acceptance or rejection of
votes, the order and manner in which matters are submitted to a vote, and all
other matters relating to questions of procedure shall be decided by the
chairman of the meeting, in a manner consistent with these By-Laws.

SECTION 9. INFORMAL ACTION BY SHAREHOLDERS.

Any action required or permitted to be taken at a meeting of
Shareholders may be taken without a meeting if (i) a consent in writing, setting
forth such action, is signed by the holders of outstanding Shares having not
less than the minimum number of votes that would be necessary to authorize such
action at a meeting of Shareholders at which all Shares issued and outstanding
and entitled to vote thereat were present in person or by proxy, and (ii) such
consents are filed with the records of the Trust.

ARTICLE III
TRUSTEES

SECTION 1. POWERS.

Subject to the applicable provisions of the Declaration and these
By-Laws relating to action required to be approved by the Shareholders or by the
outstanding Shares, the business and affairs of the Trust shall be managed and
all powers shall be exercised by or under the direction of the Board of
Trustees.

SECTION 2. NUMBER OF TRUSTEES.

The exact number of Trustees within the limits specified in the
Declaration shall be fixed from time to time by a written instrument signed, or
by resolution approved at a duly constituted meeting, by a majority of the Board
of Trustees.

SECTION 3. VACANCIES.

Vacancies in the Board of Trustees may be filled by a majority of the
then remaining Trustees at a duly constituted meeting; except that a vacancy
shall be filled only by a person elected by Shareholders if required by the 1940
Act.

SECTION 4. ANNUAL MEETINGS OF THE TRUSTEES.

The Trustees shall hold an annual meeting for the election of officers
and the transaction of other business which may come before the meeting.

4
<PAGE>

SECTION 5. REGULAR AND SPECIAL MEETINGS OF THE TRUSTEES.

The Trustees may in their discretion provide for regular or special
meetings of the Trustees. Regular meetings of the Trustees may be held without
further notice, except as otherwise required by the 1940 Act in which case
notice shall be given as prescribed in Section 6 of this Article III, and may be
held at such time and place as shall be fixed in advance by the Trustees.
Special meetings of the Trustees may be called at any time by the president and
shall be called by the president, vice president or the secretary upon the
request of any two (2) Trustees or, if there shall be only one (1) Trustee, upon
the request of such sole Trustee.

SECTION 6. NOTICE OF SPECIAL MEETING.

Notice of any special meeting of the Trustees shall be given by oral or
written notice delivered personally, telephoned, telegraphed, mailed or
electronically transmitted to each Trustee at his business or residence address.
Personally delivered, telegram or electronically transmitted notice shall be
given at least twenty-four (24) hours prior to the meeting. Notice by mail shall
be given at least five (5) days prior to the meeting. If mailed, such notice
will be deemed to be given when deposited in the United States mail properly
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed given when the telegram is delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of, any
special meeting of the Trustees need be stated in the notice, unless
specifically required by the 1940 Act.

SECTION 7. QUORUM; ADJOURNMENT.

A majority of the authorized number of Trustees shall constitute a
quorum for the transaction of business; provided, that if less than a majority
of such number of Trustees is present at any such meeting, a majority of the
Trustees present or the sole Trustee present may adjourn the meeting from time
to time without further notice until a quorum is present.

SECTION 8. VOTING.

The action of a majority of the Trustees present at a meeting at which
a quorum is present shall be the action of the Trustees, unless the concurrence
of a greater proportion or of any specified group of Trustees is required for
such action by law, the Declaration or these By-Laws.

SECTION 9. EXECUTIVE AND OTHER COMMITTEES.

The Trustees shall have an audit committee (constituted as set forth in
Section 14 of this Article III) and may designate one or more other committees.
Each committee shall consist of one (1) or more Trustees and shall have such
title as the Trustees may consider to be properly descriptive of its function,
except that not more than one committee shall be designated as the Executive
Committee and that the Executive Committee shall consist of two (2) or more
Trustees. Each such committee shall serve at the pleasure of the Trustees.

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In the absence of any member of such committee, the members thereof
present at any meeting, whether or not they constitute a quorum and, except as
in the case of the audit committee, may appoint a Trustee to act in the place of
such absent member.

The Trustees may delegate to any of the committees appointed under
these By-Laws any of the powers of the Trustees, except the power to: (1) amend
the Declaration; (2) authorize the merger or consolidation of the Trust or the
sale, lease or exchange of all or substantially all of the Trust Property
belonging to the Trust or any Series (or class); (3) approve the incorporation
of the Trust; (4) approve the termination of the Trust; (5) declare dividends or
distributions on Shares; (6) issue Shares except pursuant to a general formula
or method specified by the Trustees by resolution; (7) amend these By-Laws; or
(8) elect, appoint or remove Trustees.

Each committee, as and when requested by the Trustees, shall keep
minutes or other appropriate written evidence of its meetings or proceedings and
shall report the same to the Trustees and shall observe such other procedures
with respect to its meetings as may be prescribed by the Trustees in the
resolution appointing such committee, or, if and to the extent not so
prescribed, as are prescribed in these By-Laws with respect to meetings of the
Trustees.

SECTION 10. PARTICIPATION IN MEETINGS BY TELEPHONE.

Any Trustee may participate in a meeting of the Trustees or of any
committee of the Trustees by means of conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting except where the 1940 Act requires
Trustee action at a meeting held in person.

SECTION 11. INFORMAL ACTION BY TRUSTEES.

Unless an in person meeting is required by the 1940 Act, any action
required or permitted to be taken at any meeting of the Trustees or of any
committee of the Trustees may be taken without a meeting, if a consent in
writing to such action is signed by each Trustee in the case of a meeting of
Trustees, or each Trustee who is a member of the committee, in the case of a
meeting of a committee, and such written consent is filed with the minutes of
proceedings of the Trustees or of the committee. Any such consent may be
executed in counterparts.

SECTION 12. COMPENSATION.

The Trustees shall determine and from time to time fix by resolution
the compensation payable to Trustees for their services to the Trust in that
capacity. Such compensation may, but need not, consist of an annual fee or a fee
for attendance at meetings of the Trustees or of any committee of the Trustees
of which the Trustees receiving such fees are members, or a combination of an
annual fee and a fee for attendance. The chairman of the Board of Trustees, if
any, and the chairman, if any, of each committee of Trustees, may be paid
additional amounts for services rendered in such capacities. In addition, the
Trustees may authorize the reimbursement of Trustees for their expenses for
attendance at meetings of the Trustees and at meetings of any committee of the
Trustees of which they are members. Nothing herein contained shall be construed
to preclude any Trustee from serving the Trust in any other capacity and
receiving compensation therefor.

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SECTION 13. ADVISORY BOARDS.

The Trustees may establish one or more advisory boards for the purpose
of obtaining guidance regarding the operations and features of the Trust and the
various series thereof. The function of each such board shall be advisory only,
and no such board or any member thereof shall have any power to bind or to take
any action on behalf of the Trust. Each such advisory board shall be composed of
such persons (who may include Trustees) as may be appointed by the President;
provided, HOWEVER, that a majority of the members of each advisory board shall
be comprised of persons who are not "interested persons," as defined by the 1940
Act, of the Trust, and that each advisory board shall also meet such other
requirements as to its composition as are imposed on boards of directors of
registered investment companies by Section 10 of the 1940 Act. Each advisory
board shall meet at such times and at such places as may be determined by the
President. Neither the Trust nor the investment adviser of the Trust (or any
person affiliated with such investment adviser) shall pay any compensation to or
reimburse any expenses of any member of an advisory board, except as may be
approved by the Trustees; provided, however, that the investment adviser of the
Trust (and its affiliates) may reimburse advisory board members for reasonable
travel costs incurred in connection with their attendance at meetings. The
President shall have the authority to remove any advisory board member, with or
without cause.

Members of each advisory board shall be deemed "agents" of the Trust
for purposes of the indemnification provisions of Article VI hereof and shall be
entitled to such indemnification from the Trust as is provided to agents of the
Trust pursuant thereto.

SECTION 14. AUDIT COMMITTEE.

There shall be a standing audit committee of the Trustees (the "Audit
Committee"). The Audit Committee shall be comprised of three (3) Trustees,
appointed by the Trustees, who are not "interested persons" of the Trust, as
such term is defined by the 1940 Act. Each member of the Audit Committee shall
serve for a term of three (3) years, with the term of each member expiring in
successive years. The term of each member of the Audit Committee shall be
specified by the Trustees in the resolution of the Trustees appointing such
member.

ARTICLE IV
WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to law, the
Declaration or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or, in the case of any waiver of notice of
any meeting of Shareholders, signed by the proxy for a person entitled to notice
thereof, whether before or after the time stated therein, shall be deemed
equivalent of the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by law, the Declaration or these By-Laws. The
attendance by any person at any meeting in person, or in the case of a meeting
of Shareholders, by proxy, shall constitute a waiver of notice of such meeting,
except where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

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ARTICLE V
OFFICERS

SECTION 1. EXECUTIVE OFFICERS.

The executive officers of the Trust shall be a president, a secretary
and a treasurer. If the Trustees shall elect a chairman pursuant to Section 7 of
this Article V, then the chairman shall also be an executive officer of the
Trust. If the Trustees shall elect one or more vice-presidents, each such
vice-president shall be an executive officer. The chairman, if there be one,
shall be elected from among the Trustees, but no other executive officer need be
a Trustee. Any two or more executive offices, except those of president and
vice-president, may be held by the same person. A person holding more than one
office may not act in more than one capacity to execute, acknowledge or verify
on behalf of the Trust an instrument required by law to be executed,
acknowledged and verified by more than one officer. The executive officers of
the Trust shall be elected annually at a meeting of Trustees.

SECTION 2. OTHER OFFICERS AND AGENTS.

The Trustees may also elect or may delegate to the president, authority
to appoint, remove, or fix the duties, compensation or terms of office of one or
more assistant vice-presidents, assistant secretaries and assistant treasurers,
and such other officers and agents as the Trustees shall at any time and from
time to time deem to be advisable.

SECTION 3. TENURE, RESIGNATION AND REMOVAL.

Each officer of the Trust shall hold office until his successor is
elected or appointed or until his earlier displacement from office by
resignation, removal or otherwise; provided, that if the term of office of any
officer elected or appointed pursuant to Section 2 of this Article shall have
been fixed by the Trustees or by the president acting under authority delegated
by the Trustees, such officer shall cease to hold such office no later than the
date of expiration of such term, regardless of whether any other person shall
have been elected or appointed to succeed him. Any officer of the Trust may
resign at any time by written notice to the Trust. Any officer or agent of the
Trust may be removed at any time by the Trustees or by the president acting
under authority delegated by the Trustees pursuant to Section 2 of this Article
if in their or his judgment the best interest of the Trust would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights between the Trust and such officer or
agent.

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SECTION 4. VACANCIES.

If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Trustees or by the president acting under authority
delegated by the Trustees pursuant to Section 2 of this Article. Each officer
elected or appointed to fill a vacancy shall hold office for the balance of the
term for which his predecessor was elected or appointed.

SECTION 5. COMPENSATION.

The compensation, if any, of all officers of the Trust shall be fixed
by the Trustees or by the president acting under authority delegated by the
Trustees pursuant to Section 2 of this Article.

SECTION 6. AUTHORITY AND DUTIES.

All officers as between themselves and the Trust shall have such
powers, perform such duties and be subject to such restrictions, if any, in the
management of the Trust as may be provided in these By-Laws, or, to the extent
not so provided, as may be prescribed by the Trustees or by the president acting
under authority delegated by the Trustees pursuant to Section 2 of this Article.

SECTION 7. CHAIRMAN.

When and if the Trustees deem such action to be necessary or
appropriate, they may elect a chairman from among the Trustees. The chairman
shall preside at meetings of the Shareholders and of the Trustees; and he shall
have such other powers and duties as may be prescribed by the Trustees. The
chairman shall in the absence or disability of the president exercise the powers
and perform the duties of the president.

SECTION 8. PRESIDENT.

The president shall be the chief executive officer of the Trust. He
shall have responsibility for the general and active management of the business
of the Trust, shall see to it that all orders, policies and resolutions of the
Trustees are carried into effect, and, in connection therewith, shall be
authorized to delegate to any vice-president of the Trust such of his powers and
duties as president and at such times and in such manner as he shall deem
advisable. In the absence or disability of the chairman, or if there be no
chairman, the president shall preside at all meetings of the Shareholders and of
the Trustees; and he shall have such other powers and perform such other duties
as are incident to the office of a corporate president and as the Trustees may
from time to time prescribe.

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SECTION 9. VICE-PRESIDENTS.

The vice-president, if any, or, if there be more than one, the
vice-presidents, shall assist the president in the management of the business of
the Trust and the implementation of orders, policies and resolutions of the
Trustees at such times and in such manner as the president may deem to be
advisable. If there be more than one vice-president, the Trustees may designate
one as the executive vice-president, in which case he shall be first in order of
seniority, and the Trustees may also grant to other vice-presidents such titles
as shall be descriptive of their respective functions or indicative of their
relative seniority. In the absence or disability of both the president and the
chairman, or in the absence or disability of the president if there be no
chairman, the vice-president, or, if there be more than one, the vice-presidents
in the order of their relative seniority, shall exercise the powers and perform
the duties of those officers; and the vice-president or vice-presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed by the president or by the Trustees.

SECTION 10. ASSISTANT VICE-PRESIDENT.

The assistant vice-president, if any, or if there be more than one, the
assistant vice-presidents, shall perform such duties as may from time to time be
prescribed by the Trustees or by the president acting under authority delegated
by the Trustees pursuant to Section 2 of this Article.

SECTION 11. SECRETARY.

The secretary shall (a) keep the minutes of the meetings and
proceedings and any written consents evidencing actions of the Shareholders, the
Trustees and any committees of the Trustees in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the Trust, and, when authorized by the
Trustees, cause the seal of the Trust to be affixed to any document requiring
it, and when so affixed, attested by his signature as secretary or by the
signature of an assistant secretary; and (d) in general, perform such other
duties as from time to time may be assigned to him by the president or by the
Trustees.

SECTION 12. ASSISTANT SECRETARIES.

The assistant secretary, if any, or, if there be more than one, the
assistant secretaries in the order determined by the Trustees or by the
president, shall in the absence or disability of the secretary exercise the
powers and perform the duties of the secretary, and he or they shall perform
such other duties as the Trustees, the president or the secretary may from time
to time prescribe.

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SECTION 13. TREASURER.

The treasurer shall be the chief financial officer of the Trust. The
treasurer shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Trust, shall deposit all moneys and other valuable
effects in the name and to the credit of the Trust in such depositories as may
be designated by the Trustees, and shall render to the Trustees and the
president, at regular meetings of the Trustees or whenever they or the president
may require it, an account of all his transactions as treasurer and of the
financial condition of the Trust.

If required by the Trustees, the treasurer shall give the Trust a bond
in such sum and with such surety or sureties as shall be satisfactory to the
Trustees for the faithful performance of the duties of his office and for the
restoration to the Trust, in case of his death, resignation, retirement or
removal from office, all books, papers, vouchers, money and other property or
whatever kind in his possession or under his control belonging to the Trust.

SECTION 14. ASSISTANT TREASURERS.

The assistant treasurer, if any, or, if there be more than one, the
assistant treasurers in the order determined by the Trustees or by the
president, shall in the absence or disability of the treasurer exercise the
powers and perform the duties of the treasurer, and he or they shall perform
such other duties as the Trustees, the president or the treasurer may from time
to time prescribe.

ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS

SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES.

For purposes of this Article, "agent" means any person who is or was a
Trustee, officer, employee or other agent of this Trust or is or was serving at
the request of this Trust as a Trustee, director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or was a Trustee, director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor of another enterprise at
the request of such predecessor entity; "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorney's fees and any expenses of establishing a right to indemnification
under this Article.

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SECTION 2. ACTIONS OTHER THAN BY TRUST.

This Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of this Trust) by reason of the fact that such person is or was an
agent of this Trust, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceedings, if
it is determined that such person acted in good faith and reasonably believed:
(a) in the case of conduct in his official capacity as a Trustee of the Trust,
that his conduct was in the Trust's best interests and (b) in all other cases,
that his conduct was at least not opposed to the Trust's best interests and (c)
in the case of a criminal proceeding, that he had no reasonable cause to believe
the conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not of itself create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed to be in the best interests of
this Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.

SECTION 3. ACTIONS BY THE TRUST.

This Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of this Trust to procure a judgment in its favor by reason of
the fact that such person is or was an agent of this Trust, against expenses
actually and reasonably incurred by that person in connection with the defense
or settlement of that action if that person acted in good faith, in a manner
that such person believed to be in the best interests of this Trust and with
such care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances.

SECTION 4. EXCLUSION OF INDEMNIFICATION.

Notwithstanding any provision to the contrary contained herein, there
shall be no right to indemnification for any liability arising by reason of
willful misfeasance, bad faith, gross negligence, or the reckless disregard of
the duties involved in the conduct of the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this
Article:

(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's
official capacity; or

(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to this Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by
reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine; or

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(c) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval,
or of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of with or
without court approval, unless the required approval set forth
in Section 6 of this Article is obtained.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT.

To the extent that an agent of this Trust has been successful on the
merits in defense of any proceeding referred to in Sections 2 or 3 of this
Article or in defense of any claim, issue or matter therein, before the court or
other body before whom the proceeding was brought, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith, provided that the Board of Trustees, including a majority
who are disinterested, non-party Trustees, also determines that based upon a
review of the facts, the agent was not liable by reason of the disabling conduct
referred to in Section 4 of this Article.

SECTION 6. REQUIRED APPROVAL.

Except as provided in Section 5 of this Article, any indemnification
under this Article shall be made by this Trust only if authorized in the
specific case on a determination that indemnification of the agent is proper in
the circumstances because the agent has met the applicable standard of conduct
set forth in Sections 2 or 3 of this Article and is not prohibited from
indemnification because of the disabling conduct set forth in Section 4 of this
Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of
the Trust (as defined in the 1940 Act); or

(b) A written opinion by an independent legal counsel.

SECTION 7. ADVANCE OF EXPENSES.

Expenses incurred in defending any proceeding may be advanced by this
Trust before the final disposition of the proceeding upon a written undertaking
by or on behalf of the agent, to repay the amount of the advance if it is
ultimately determined that he or she is not entitled to indemnification,
together with at least one of the following as a condition to the advance: (i)
security for the undertaking; or (ii) the existence of insurance protecting the
Trust against losses arising by reason of any lawful advances; or (iii) a
determination by a majority of a quorum of Trustees who are not parties to the
proceeding and are not interested persons of the Trust (as defined in the 1940
Act), or by an independent legal counsel in a written opinion, based on a review
of readily available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must be made in the manner
specified in Section 6 of this Article for determining that the indemnification
is permissible.

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SECTION 8. OTHER CONTRACTUAL RIGHTS.

Nothing contained in this Article shall affect any right to
indemnification to which persons other than Trustees and officers of this Trust
or any subsidiary hereof may be entitled by contract or otherwise.

SECTION 9. LIMITATIONS.

No indemnification or advance shall be made under this Article, except
as provided in Sections 5 or 6 in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the
Declaration, a resolution of the Shareholders, or an agreement
in effect at the time of accrual or the alleged cause of
action asserted in the proceeding in which the expenses were
incurred or other amounts were paid which prohibits or
otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

SECTION 10. INSURANCE.

Upon the approval of the Board of Trustees, the Trust may purchase and
maintain insurance protecting any agent of the Trust against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such, but the portion of the cost of such insurance protecting
the agent against liabilities as to which the Trust would not have the power to
indemnify the agent under the provisions of this Article and the Declaration
shall not be borne by the Trust.

SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN.

This Article does not apply to any proceeding against any Trustee,
Investment Manager or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of this
Trust as defined in Section 1 of this Article. Nothing contained in this Article
shall limit any right to indemnification to which such a Trustee, Investment
Manager, or other fiduciary may be entitled by contract or otherwise which shall
be enforceable to the extent permitted by applicable law other than this
Article.

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ARTICLE VII
RECORDS AND REPORTS

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

This Trust shall keep at its principal executive office or at the
office of its transfer agent, a record of its Shareholders, giving the names and
addresses of all Shareholders and the number and Series (and class) of Shares
held by each Shareholder.

SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS.

The Trust shall keep at its principal executive office the original or
a copy of these By-Laws as amended to date, which shall be open to inspection by
the Shareholders at all reasonable times during office hours.

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS.

The accounting books and records of the Trust and minutes of
proceedings of the Shareholders and the Board of Trustees and any committee or
committees of the Board of Trustees shall be kept at such place or places
designated by the Board of Trustees or in the absence of such designation, at
the principal executive office of the Trust. The minutes shall be kept in
written form and the accounting books and records shall be kept either in
written form or in any other form capable of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon
the written demand of any Shareholder at any reasonable time during usual
business hours for a purpose reasonably related to the holder's interests as a
Shareholder. The inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts. Inspection by any Shareholder
of the Shareholder list and books and records of the Trust shall be at the
discretion of the Trustees.

SECTION 4. INSPECTION BY TRUSTEES.

Every Trustee shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the Trust. This inspection by a Trustee may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.

SECTION 5. FINANCIAL STATEMENTS.

The Trustees shall submit to the Shareholders such written financial
reports as are required by the 1940 Act.

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ARTICLE VIII
CONTRACTS, CHECKS AND DRAFTS

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.

All checks, drafts, or other orders for payment of money, notes or
other evidences of indebtedness issued in the name of or payable to the Trust
shall be signed or endorsed in such manner and by such person or persons as
shall be designated from time to time in accordance with the resolution of the
Board of Trustees.

SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED.

The Board of Trustees, except as otherwise provided in these By-Laws,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the Trust and
this authority may be general or confined to specific instances; and unless so
authorized or ratified by the Board of Trustees or within the agency power of an
officer, no officer, agent, or employee shall have any power or authority to
bind the Trust by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

ARTICLE IX
SHARES OF BENEFICIAL INTEREST

SECTION 1. CERTIFICATES OF SHARES.

The Trust shall not be obligated to issue certificates representing
Shares of the Trust or any Series (or class), except that the Trustees may
determine to authorize the issuance of certificates for Shares of any Series (or
class), and in such case, certificates shall be issued in accordance with such
procedures as the Trustees may establish. If certificates for Shares are issued,
each such certificate shall be signed by the chairman, if there be one, or by
the president or a vice-president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer. Certificates may
be sealed with the seal of the Trust. The signatures and seal, if any, on a
certificate may be either manual or facsimile. A certificate is valid and may be
issued whether or not an officer who signed it is still an officer when it is
issued. A full record of the issuance of each certificate and the identifying
number assigned thereto shall be made on the books and records of the Trust
usually kept for the purpose or required by statute.

SECTION 2. TRANSFERS OF SHARES.

Upon surrender to the Trust or its transfer agent of a certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Trust shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books. Shares of the Trust or any Series (or class) not represented by
certificates shall be transferred by recording the transaction on the books of
the Trust upon presentation of proper evidence of succession, assignment or
authority to transfer.

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The Trust shall be entitled to treat the holder of record of any Share
or Shares as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by applicable law.

SECTION 3. LOST CERTIFICATE.

The Trustees may by resolution establish procedures pursuant to which a
new certificate or certificates may be issued in place of any certificate or
certificates theretofore issued by the Trust which have been mutilated or which
are alleged to have been lost, stolen or destroyed, upon presentation of each
such mutilated certificate, or the making of an affidavit by the person claiming
any such certificate to have been lost, stolen or destroyed as to the fact and
circumstances of the loss, theft or destruction thereof. The Trustees, in their
discretion and as a condition precedent to the issuance of any new certificate,
may include among such procedures a requirement that the owner of any
certificate alleged to have been lost, stolen or destroyed, or the owner's legal
representative, furnish the Trust with a bond, in such sum and with such surety
or sureties as the Trustees may direct, as indemnity against any claim that may
be made against the Trust in respect of such lost, stolen or destroyed
certificate.

SECTION 4. FIXING OF RECORD DATE.

For purposes of determining the Shareholders entitled to notice of, or
to vote at, any meeting of Shareholders or at any adjournment thereof in respect
of which a new record date is not fixed, or entitled to express written consent
to or dissent from the taking of action by Shareholders without a meeting, or
for the purpose of determining the Shareholders entitled to receive payment of
any dividend or other distribution or allotment of any rights, or to exercise
any rights in respect of any change, conversion or exchange of Shares, or for
the purpose of any other lawful action, the Trustees may fix, in advance, a date
as the record date for any such determination of Shareholders. Such date shall
not be more than ninety (90) days, and in case of a meeting of Shareholders not
less than ten (10) days, before the date on which the meeting or particular
action requiring such determination of Shareholders is to be held or taken. If
no record date is fixed, (a) the record date for the determination of
Shareholders entitled to notice of or to vote at a meeting of Shareholders shall
be the later of: (i) the close of business on the day on which the notice of
meeting is first mailed to any Shareholder; or (ii) the thirtieth (30th) day
before the meeting; (b) the record date for determining the Shareholders
entitled to express written consent to the taking of any action without a
meeting, when no prior action by the Trustees is necessary, shall be the day on
which the first written consent is expressed; and (c) the record date for the
determination of Shareholders entitled to receive payment of a dividend or other
distribution or an allotment of any other rights shall be at the close of
business on the day on which the resolution of the Trustees, declaring the
dividend, distribution or allotment of rights, is adopted.

17
<PAGE>

ARTICLE X
FISCAL YEAR

The fiscal year of the Trust or any Series shall be fixed and may from
time to time be changed by resolution of the Trustees.

ARTICLE XI SEAL

The Trustees shall adopt a seal, which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time provide. The
seal of the Trust may be affixed to any document, and the seal and its
attestation may be lithographed, engraved or otherwise printed on any document.

ARTICLE XII
FEDERAL SUPREMACY

If at any time when the Trust is registered as an investment company
under the 1940 Act, any of the foregoing provisions of these By-Laws or the law
of the State of Delaware relating to business trusts shall conflict or be
inconsistent with any applicable provision of the 1940 Act, the applicable
provision of the 1940 Act shall be controlling and the Trust shall not take any
action which is in conflict or inconsistent therewith.

ARTICLE XIII
DECLARATION OF TRUST

The Agreement and Declaration of Trust establishing the Trust, dated
June 27, 1995, as amended, provides that the name "Cadre Institutional Investors
Trust" refers to the Trustees under the Declaration collectively as Trustees,
but not as individuals or personally; and that no Trustee, Shareholder, officer,
employee or agent of the Trust shall be held personally liable, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
or otherwise, in connection the affairs of the Trust, but the Trust Property
only shall be liable.

ARTICLE XIV
AMENDMENTS

These By-Laws may be amended, altered or repealed, or new By-Laws may
be adopted by the Trustees. The Trustees shall in no event adopt By-Laws which
are in conflict with the Declaration, and, subject to Article XII, Section 2, of
these By-Laws, any apparent inconsistency shall be construed in favor of the
related provisions in the Declaration.

18
<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE I OFFICES..................................................... 1

SECTION 1. PRINCIPAL OFFICE.......................................... 1
SECTION 2. DELAWARE OFFICE........................................... 1
SECTION 3. OTHER OFFICES............................................. 1

ARTICLE II MEETINGS OF SHAREHOLDERS.................................... 2

SECTION 1. TIME AND PLACE OF MEETINGS................................ 2
SECTION 2. MEETINGS.................................................. 2
SECTION 3. NOTICE OF MEETINGS........................................ 2
SECTION 4. QUORUM; ADJOURNMENTS...................................... 3
SECTION 5. VOTED REQUIRED............................................ 3
SECTION 6. VOTING.................................................... 3
SECTION 7. PROXIES................................................... 3
SECTION 8. PROCEDURES AT MEETINGS.................................... 4
SECTION 9. INFORMAL ACTION BY SHAREHOLDERS........................... 4

ARTICLE III TRUSTEES.................................................... 4

SECTION 1. POWERS.................................................... 4
SECTION 2. NUMBER OF TRUSTEES........................................ 4
SECTION 3. VACANCIES................................................. 4
SECTION 4. ANNUAL MEETINGS OF THE TRUSTEES........................... 4
SECTION 5. REGULAR AND SPECIAL MEETINGS OF THE TRUSTEES.............. 5
SECTION 6. NOTICE OF SPECIAL MEETING................................. 5
SECTION 7. QUORUM; ADJOURNMENT....................................... 5
SECTION 8. VOTING.................................................... 5
SECTION 9. EXECUTIVE AND OTHER COMMITTEES............................ 5
SECTION 10. PARTICIPATION IN MEETINGS BY TELEPHONE.................... 6
SECTION 11. INFORMAL ACTION BY TRUSTEES............................... 6
SECTION 12. COMPENSATION.............................................. 6
SECTION 13. ADVISORY BOARDS........................................... 7
SECTION 14. AUDIT COMMITTEE........................................... 7

ARTICLE IV WAIVER OF NOTICE............................................ 7

ARTICLE V OFFICERS.................................................... 8

SECTION 1. EXECUTIVE OFFICERS........................................ 8
SECTION 2. OTHER OFFICERS AND AGENTS................................. 8
SECTION 3. TENURE, RESIGNATION AND REMOVAL........................... 8

-i-

<PAGE>
PAGE
----
SECTION 4. VACANCIES................................................. 9
SECTION 5. COMPENSATION.............................................. 9
SECTION 6. AUTHORITY AND DUTIES...................................... 9
SECTION 7. CHAIRMAN.................................................. 9
SECTION 8. PRESIDENT................................................. 9
SECTION 9. VICE-PRESIDENTS........................................... 10
SECTION 10. ASSISTANT VICE-PRESIDENT.................................. 10
SECTION 11. SECRETARY................................................. 10
SECTION 12. ASSISTANT SECRETARIES..................................... 10
SECTION 13. TREASURER................................................. 11
SECTION 14. ASSISTANT TREASURERS...................................... 11

ARTICLE VI INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER
AGENTS...................................................... 11

SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES.......................... 11
SECTION 2. ACTIONS OTHER THAN BY TRUST............................... 11
SECTION 3. ACTIONS BY THE TRUST...................................... 12
SECTION 4. EXCLUSION OF INDEMNIFICATION.............................. 12
SECTION 5. SUCCESSFUL DEFENSE BY AGENT............................... 13
SECTION 6. REQUIRED APPROVAL......................................... 13
SECTION 7. ADVANCE OF EXPENSES....................................... 13
SECTION 8. OTHER CONTRACTUAL RIGHTS.................................. 14
SECTION 9. LIMITATIONS............................................... 14
SECTION 10. INSURANCE................................................. 14
SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN...................... 14

ARTICLE VII RECORDS AND REPORTS......................................... 15

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.............. 15
SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS..................... 15
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS............... 15
SECTION 4. INSPECTION BY TRUSTEES.................................... 15
SECTION 5. FINANCIAL STATEMENTS...................................... 15

ARTICLE VIII CONTRACTS, CHECKS AND DRAFTS................................ 16

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.................. 16
SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED................... 16

<PAGE>

PAGE
----

ARTICLE IX SHARES OF BENEFICIAL INTEREST............................... 16

SECTION 1. CERTIFICATES OF SHARES.................................... 16
SECTION 2. TRANSFERS OF SHARES....................................... 16
SECTION 3. LOST CERTIFICATE.......................................... 17
SECTION 4. FIXING OF RECORD DATE..................................... 17

ARTICLE X FISCAL YEAR................................................. 18

ARTICLE XI SEAL........................................................ 18

ARTICLE XII FEDERAL SUPREMACY........................................... 18

ARTICLE XIII DECLARATION OF TRUST........................................ 18

ARTICLE XIV AMENDMENTS.................................................. 18

iii

<PAGE>

BY-LAWS

CADRE INSTITUTIONAL INVESTORS TRUST

A DELAWARE BUSINESS TRUST

AS AMENDED AND RESTATED THROUGH DECEMBER 16, 1998

SCHEDULE A
(AS AMENDED MARCH 16, 1999)

The Administration Agreement shall be applicable to the following series of the
Trust:

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
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
SweepCash U.S. Government Money Market Fund
SweepCash Money Market Fund

Agreed to and accepted:

CADRE INSTITUTIONAL INVESTORS TRUST

By:___________________________
Name:_________________________
Title:_________________________
Date:__________________________

CADRE FINANCIAL SERVICES, INC.

By:___________________________
Name:_________________________
Title:_________________________
Date:__________________________

<PAGE>

SCHEDULE B
(AS AMENDED MARCH 16, 1999)

FEE SCHEDULE FOR FUND ADMINISTRATION SERVICES

Administration Charges*

All Funds Covered By This Agreement Other Than Cadre Reserve Fund - U.S.
Government Series and Cadre Reserve Fund - Money Market Series
- --------------------------------------------------------------
First $250 million of Fund's average daily net assets 19 basis points per annum
Next $750 million of Fund's average daily net assets 16.5 basis points per annum
Over $1 billion of Fund's average daily net assets 14 basis points per annum

Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
- ------------------------------------
First $250 million of Fund's average daily net assets 10 basis points per annum
Next $750 million of Fund's average daily net assets 7.5 basis points per annum
Over $1 billion of Fund's average daily net assets 5 basis points per annum

*Based on average daily net assets of the applicable Fund.

Expense Limitation Agreement
- ----------------------------

CF agrees to pay or to absorb the operating expenses of each Fund that
receives services pursuant to this Agreement (including any fees or expense
reimbursements payable to CF or any affiliate of CF pursuant to this Agreement
or any other agreement, but excluding interest, taxes, brokerage commissions,
litigation expenses and extraordinary expenses of each Fund) ("Operating
Expenses"), and including a Fund's share of the Operating Expenses of any series
of the Trust in which the Fund invests substantially all of its assets, which
exceed in the aggregate the following per annum rates as a percentage of a
Fund's average daily net assets (the "Expense Limitation"):

<PAGE>

Name of Fund
- ------------ Expense Limitation
(% of Fund's average daily net assets)
--------------------------------------

Cadre Liquid Asset Fund - U.S. Government Series 0.45%
Cadre Liquid Asset Fund - Money Market Series 0.47%
Cadre Affinity Fund - U.S. Government Series 0.55%
Cadre Affinity Fund - Money Market Series 0.57%
Cadre Reserve Fund - U.S. Government Series 0.20%
Cadre Reserve Fund - Money Market Series 0.22%
SweepCash U.S. Government Money Market Fund 0.65%
SweepCash Money Market Fund 0.67%

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 now in effect between the Trust on behalf
of such Fund and CF (or any affiliate of CF) (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 CF or any affiliate of CF) is
terminated by the Trust without the consent of CF or the CF affiliate that is a
party to such agreement.

Excess Expense Reimbursement Agreement
- ------------------------------------

The Trust, on behalf of each Fund subject to the Expense Limitation,
agrees to carry forward, and to reimburse CF out of the assets belonging to such
Fund for, any Operating Expenses of such Fund in excess of the Expense
Limitation that are paid or assumed by CF pursuant to the agreement set forth in
the paragraph above, regardless of the year in which such excess expenses were
incurred. Such 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 CF for excess expenses of any Fund paid or absorbed by CF
shall terminate in the event CF or any affiliate of CF terminates any agreement
now in effect between the Trust on behalf of such Fund and CF (or any affiliate
of CF) (including for this purpose any agreement between the Trust, on

<PAGE>

behalf of any series in which such Fund invests substantially all of its assets,
and CF or any affiliate of CF) without the consent of the Trust

Agreed to and accepted:

CADRE INSTITUTIONAL INVESTORS TRUST

By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________

CADRE FINANCIAL SERVICES, INC.

By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________

CONSENT OF INDEPENDENT AUDITORS'

The Board of Trustees and Shareholders
Cadre Institutional Investors Trust:

We consent to the use of our reports dated December 15, 1999 incorporated herein
by reference and to the references to our firm under the headings "Financial
Highlights" in the prospectuses and "Independent Auditors" in the statements of
additional information .

KPMG LLP

New York, New York
February 28, 2000

CADRE INSTITUTIONAL INVESTORS TRUST

Amended Plan of Distribution Pursuant to Rule 12b-1 and Related Agreement for
Cadre Affinity Fund - U.S. Government Series and
Cadre Affinity Fund - Money Market Series

WHEREAS, Cadre Institutional Investors Trust (the "Trust") is
registered as an open-end, management investment company under the Investment
Company Act of 1940 (the "Act"); and

WHEREAS, the Trust has previously adopted this plan of distribution
pursuant to Rule 12b-1 under the Act (the "Plan") to authorize the assets of its
series known as Cadre Affinity Fund - U.S. Government Series and Cadre Affinity
Fund - Money Market Series (each, a "Fund") each to utilize its assets to
finance the distribution of the shares of such Fund to investors; and

WHEREAS, Cadre Securities, Inc. (the "Distributor") serves as the
distributor of shares of the Fund; and

WHEREAS, the Trust has determined to use its authority under the Plan
to make payments to the Distributor in order to compensate the Distributor for
services it renders in connection with the distribution of shares of the Funds
and in recognition of expenses that it incurs in connection therewith; and

WHEREAS, the Board of Trustees of the Trust, including a majority of
the trustees who are not "interested persons," as defined by the Act, of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements related thereto, have determined to amend and
restate the Plan and to enter into an agreement pursuant the Plan with the
Distributor (the "Agreement"); and

WHEREAS the Distributor desires to enter into the Agreement on the
terms and conditions set forth below;

NOW, THEREFORE, the Trust amends the Plan to provide as follows, and
the Trust, on behalf of each Fund, and the Distributor hereby enter into the
Agreement pursuant to the Plan in accordance with the requirements of Rule 12b-1
under the Act, and provide and agree as follows:

<PAGE>

SECTION 1. FINANCING OF DISTRIBUTION SERVICES. Each Fund is hereby
authorized to use its assets to finance certain activities in connection with
the distribution of the Fund's shares, as specified below. In this regard, each
Fund may make payments to the Distributor to compensate the Distributor for the
services that it provides and the expenses that it bears in connection with the
distribution of shares of the Fund. Each Fund is making the payments provided
for herein primarily in recognition of the fact that the Distributor pays
compensation to membership associations, banks and other organizations whose
members or customers purchase shares of the Fund, or whose members or customers
are affiliated with entities which purchase shares of the Fund (collectively,
"Organizations"), in consideration of such entities providing various services
either to shareholders of the Fund or to the Distributor, which services
directly or indirectly may foster the distribution of shares of the Fund.
Subject to compliance by the Organizations with applicable law, these services
may include, without limitation, one or more of the following: (a) the licensing
of the Organization's name and logos to permit the use thereof in informational
materials regarding the Fund; (b) conferring with and advising the Fund's
investment adviser, administrator and Distributor (collectively, the "Service
Providers") regarding the policies and features of the Fund and providing them
with information about the members or customers of or persons associated with
the Organization and others who are eligible to invest in the Fund in order to
assist the Service Providers and their affiliates in providing services to the
Fund and its shareholders; (c) permitting the Distributor to include information
in the Organization's publications announcing informational meetings and
seminars at which representatives of Service Providers, who are licensed as
securities salespersons, discuss the Fund and related matters; (d) conferring
with the Service Providers as to local facilities to be used in connection with
the administration and operation of the Fund; (e) permitting the dissemination
of information regarding the Fund to members or customers of the Organization,
including sales materials, prospectuses, statements of additional information
and shareholder communications provided by the Fund or the Distributor; (f)
conferring with the Service Providers regarding coordination of efforts and the
resolution of operational difficulties that may arise between the Fund and
persons that are or may become shareholders in the Fund; (g) providing the
Distributor with mailing lists of members or customers of the Organization; (h)
maintaining regular contact with the members or customers that have purchased
shares of the Fund, and answering their inquiries concerning the Fund; (i)
receiving and transmitting to the Distributor applications from persons seeking
to become shareholders of the Fund; (j) transmitting purchase and redemption
requests and maintaining facilities for the automatic "sweep: of member or
customer funds; and (k) retaining industry associations and others to assist the
Organization in providing any of the services or functions set forth above.

SECTION 2. PAYMENTS UNDER THE PLAN. The maximum amount of payments made
pursuant to the Plan shall be as follows:

Under the Plan, each Fund is authorized to expend its assets in an
amount which shall not exceed the annual rate of 0.10% of the average daily net
asset value of shares of the Fund.

2
<PAGE>

For purposes of determining the amounts payable under the Plan, the net
asset value of the outstanding shares of the Fund shall be computed in the
manner specified in the Fund's then current prospectus and statement of
additional information.

Section 3. PAYMENTS TO THE DISTRIBUTOR. In consideration of services
provided by the Distributor, the Trust on behalf of each Fund agrees to pay a
monthly fee to the Distributor which fee shall be computed at the annual rate of
0.10% of the average daily net asset value of shares of such Fund.

SECTION 4. REPORTS OF DISTRIBUTOR. So long as the Plan and the
Agreement are in effect, the Distributor shall provide to the Board of Trustees
of the Trust, and the trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to the Plan and the Agreement, and the
purposes for which such expenditures were made. Such report shall identify each
Organization providing services as described in Section 1 above, the nature of
those services and the amounts paid to such Organization by the Distributor.

SECTION 5. EFFECTIVENESS OF PLAN AND AGREEMENT. The Plan as amended and
the Agreement shall each become effective on [ ].

SECTION 6. CONTINUANCE OF PLAN AND AGREEMENT. The Plan and the
Agreement shall remain in effect until November 30, 2000, unless terminated
prior thereto in accordance with Section 8, and shall continue in effect from
year to year thereafter, provided that such continuance is specifically approved
at least annually by the Board of Trustees in the manner specified by Rule 12b-1
under the Act.

SECTION 7. AMENDMENTS. The Plan and the Agreement may be amended at any
time by the Board of Trustees; provided that: (a) any amendment to increase
materially the amount to be spent hereunder by a Fund shall be approved by a
vote of a majority of the outstanding shares of that Fund; (b) any amendment of
the terms of the Plan or the Agreement shall be approved by the Board of
Trustees in the manner specified by Rule 12b-1 under the Act; and (c) any
amendment of the Agreement shall also require the approval of the Distributor.

SECTION 8. TERMINATION. The Plan is terminable as to a Fund, without
penalty, at any time by (a) a vote of a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Trust and who have no direct
or indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, or (b) a vote of a majority of the outstanding shares of
the Fund. The Agreement may be terminated as to a Fund by the Distributor or by
(a) a vote of a majority of the Trustees who are not "interested persons" (as
defined in the Act) of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
or (b) a vote of a majority of the outstanding shares of the Fund, without
penalty, at any time upon 30 days' written notice.

3
<PAGE>

SECTION 9. SELECTION/NOMINATION OF TRUSTEES. While this Plan is in
effect, the selection and nomination of those Trustees who are not "interested
persons" (as defined in the Act) of the Trust shall be committed to the
discretion of the non-interested Trustees then serving as such.

SECTION 10. ASSIGNMENT. The Plan shall remain in effect as such, so as
to authorize the use of Fund assets in the amounts and for the purposes set
forth herein, notwithstanding the termination of the Agreement or the occurrence
of an "assignment," as defined by the Act and the rules thereunder, of the
Agreement. However, the Agreement shall terminate automatically on the event of
its "assignment," as defined by the Act and the rules thereunder. Upon a
termination of the Agreement, a Fund may continue to make payments pursuant to
the Plan to the Distributor only upon the approval of a new agreement. However,
in lieu of such an agreement, the Trust may adopt other arrangements regarding
the use of the amounts authorized to be paid by a Fund hereunder. Any new
agreement or other arrangements shall be subject to approval by the Board of
Trustees of the Trust, in the manner specified by Rule 12b-1 under the Act.

SECTION 11. MISCELLANEOUS.

a. The captions in this Plan and Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.

b. The Declaration of Trust of Cadre Institutional Investors Trust
states and notice is hereby given that the Agreement is not executed on behalf
of the trustees of the Trust as individuals, and the obligations of the Trust
under the Agreement are not binding upon any of the trustees, officers or
shareholders of the Trust individually, but are binding only upon the assets and
property of the series of the Trust to which such obligations relate.

c. The Plan and the Agreement shall be interpreted in accordance with
the laws of the State of New York, without reference to conflict of law
principles, and by the applicable provisions of the Act. To the extent that the
law of the State of New York conflict with the applicable provisions of the Act,
the latter shall control.

4
<PAGE>

IN WITNESS WHEREOF, the Trust has amended the Plan, and the Trust and
the Distributor have entered into, executed and delivered the Agreement, as of [
].

CADRE INSTITUTIONAL INVESTORS TRUST
on behalf of

CADRE AFFINITY FUND - U.S. GOVERNMENT SERIES

and

CADRE AFFINITY FUND - MONEY MARKET SERIES

By: _________________________________
Name:
Title:

CADRE SECURITIES, INC.

By: __________________________________
Name:
Title

CADRE INSTITUTIONAL INVESTORS TRUST

Amended Plan of Distribution Pursuant to Rule 12b-1 and Related Agreement for
SweepCash U.S. Government Money Market Fund and
SweepCash Money Market Fund

WHEREAS, Cadre Institutional Investors Trust (the "Trust") is
registered as an open-end, management investment company under the Investment
Company Act of 1940 (the "Act"); and

WHEREAS, the Trust has previously adopted this plan of distribution
pursuant to Rule 12b-1 under the Act (the "Plan") to authorize the assets of its
series known as SweepCash U.S. Government Money Market Fund and SweepCash Money
Market Fund (each, a "Fund") each to utilize its assets to finance the
distribution of the shares of such Fund to investors; and

WHEREAS, Cadre Securities, Inc. (the "Distributor") serves as the
distributor of shares of the Fund; and

WHEREAS the Distributor desires to enter into the Agreement on the
terms and conditions set forth below;

<PAGE>

SECTION 2. PAYMENTS UNDER THE PLAN. The maximum amount of payments made
pursuant to the Plan shall be as follows:

Under the Plan, each Fund is authorized to expend its assets in an
amount which shall not exceed the annual rate of 0.10% of the average daily net
asset value of shares of the Fund.

2
<PAGE>

SECTION 5. EFFECTIVENESS OF PLAN AND AGREEMENT. The Plan as amended and
the Agreement shall each become effective on [ ].

3
<PAGE>

SECTION 11. MISCELLANEOUS.

4
<PAGE>

IN WITNESS WHEREOF, the Trust has amended the Plan, and the Trust and
the Distributor have entered into, executed and delivered the Agreement, as of [
].

CADRE INSTITUTIONAL INVESTORS TRUST
on behalf of

SWEEPCASH U.S. GOVERNMENT MONEY MARKET FUND

and

SWEEPCASH MONEY MARKET FUND

By: _________________________________
Name:
Title:

CADRE SECURITIES, INC.

By: __________________________________
Name:
Title