REICH & TANG EQUITY FUND INC
485B24E, 1997-02-26
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       As filed with the Securities and Exchange Commission on February 25, 1997
                                                        Registration No. 2-94184


                       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. 23

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 19

                         REICH & TANG EQUITY FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

                   600 Fifth Avenue, New York, New York 10020
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (212) 830-5200

                 -----------------------------------------------
                               Bernadette N. Finn
                     c/o Reich & Tang Asset Management L.P.
                                600 Fifth Avenue
                            New York, New York 10020
                     (Name and address of agent for service)
                 -----------------------------------------------

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


<PAGE>

<TABLE>
<CAPTION>

     CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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

<S>            <C>               <C>           <C>               <C>    
                                Proposed         Proposed
                                 Maximum         Maximum
Securities        Amount        Offering         Aggregate       Amount of
  Being            Being        Price per        Offering      Registration
Registered       Registered       Unit*           Price           Fee

COMMON
STOCK


$.001 par      1,337,289.977     $18.27        $330,000.00       $100.00**
value


- --------------------------------------------------------------------------
</TABLE>


*    Estimated  solely  for  the  purposes  of  determining  the  amount  of the
     registration  fee  based on the net asset  value  per share of such  Common
     Stock on February 14, 1997.

     ** Calculated pursuant to Rule 24e-2(a) under the Investment Company Act of
1940.  5,130,714.910  shares were redeemed during the fiscal year ended December
31,  1996:  1,319,227.58  of  which  are  being  used  for  "reduction"  in this
amendment, and 3,811,487.33 of which were previously so used in filings pursuant
to Rule 24e-2(a) or 24f-2(c)  during the current fiscal year ending December 31,
1997.

Exhibit:  Opinion of  Battle Fowler LLP
<PAGE>


                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of this  Post-Effective  Amendment to its
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective  Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 25th day of February, 1997.

                                        REICH & TANG EQUITY FUND, INC.



                                        By:  /s/Steven W. Duff
                                             Steven W. Duff
                                             Executive Vice President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  to its  Registration  Statement  has  been  signed  below by the
following persons in the capacities and on the dates indicated.


     SIGNATURE                          CAPACITY                      DATE


(1)  Principal Executive Officer


     /s/Steven W. Duff                  Executive Vice President      2/25/97
     Steven W. Duff


(2)  Principal Financial and
     Accounting Officer


     /s/Richard De Sanctis
     Richard De Sanctis                 Treasurer                     2/25/97


(3)  Majority of Directors


     Robert F. Hoerle    Director
     W. Giles Mellon     Director
     Robert Straniere    Director
     Yung Wong           Director


By:  /s/Bernadette N. Finn
     Bernadette N. Finn                                               2/25/97
     Attorney-in-Fact*


*    Powers of Attorney filed as Other Exhibits to Post-Effective  Amendment No.
     11 to Registration  Statement on Form N-1A (File Nos.  2-94184 and 811-4148
     and incorporated herein by reference).



<TABLE> <S> <C>

<ARTICLE>           6
<LEGEND>            The  schedule   contains   summary   financial   information
                    extracted  from  the  financial  statements  and  supporting
                    schedules  as of the end of the most  current  period and is
                    qualified in its  entirety by  reference  to such  financial
                    statements.
</LEGEND>
<CIK>               0000756916
<NAME>              Reich & Tang Equity Fund, Inc.
       
<S>                               <C>    
<FISCAL-YEAR-END>             DEC-31-1996
<PERIOD-START>                JAN-01-1996
<PERIOD-END>                  DEC-31-1996
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         69637139
<INVESTMENTS-AT-VALUE>        93266864
<RECEIVABLES>                 615428
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          0
<TOTAL-ASSETS>                93882292
<PAYABLE-FOR-SECURITIES>      512084
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     2069754
<TOTAL-LIABILITIES>           2581838
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      67678008
<SHARES-COMMON-STOCK>         5044178
<SHARES-COMMON-PRIOR>         6335760
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       (7279)
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      23629725
<NET-ASSETS>                  91300454
<DIVIDEND-INCOME>             1905747
<INTEREST-INCOME>             312923
<OTHER-INCOME>                0
<EXPENSES-NET>                1343741
<NET-INVESTMENT-INCOME>       874929
<REALIZED-GAINS-CURRENT>      22512273
<APPREC-INCREASE-CURRENT>     (5800512)
<NET-CHANGE-FROM-OPS>         17586690
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     874270
<DISTRIBUTIONS-OF-GAINS>      13865880
<DISTRIBUTIONS-OTHER>         728
<NUMBER-OF-SHARES-SOLD>       3234560
<NUMBER-OF-SHARES-REDEEMED>   5130715
<SHARES-REINVESTED>           604573
<NET-CHANGE-IN-ASSETS>        (21032207)
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    659
<GROSS-ADVISORY-FEES>         888522
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               1353503
<AVERAGE-NET-ASSETS>          109767787
<PER-SHARE-NAV-BEGIN>         17.73
<PER-SHARE-NII>               .15
<PER-SHARE-GAIN-APPREC>       2.83
<PER-SHARE-DIVIDEND>          .15
<PER-SHARE-DISTRIBUTIONS>     2.46
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           18.10
<EXPENSE-RATIO>               1.22
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>



                               BATTLE FOWLER LLP
                              75 East 55th Street
                            New York, New York 10022


                                                  February 25, 1997


Reich & Tang Equity Fund, Inc.
600 Fifth Avenue
New York, New York 10020

Gentlemen:

     We have acted as  counsel to Reich & Tang  Equity  Fund,  Inc.,  a Maryland
Corporation  (the "Fund"),  in  connection  with the  preparation  and filing of
Registration  Statement  No.  2-94184 on Form N-1A pursuant to Rule 24e-2 of the
Securities  Act  of  1933   registering  the  issuance  of  (the   "Registration
Statement") 1,337,289.997 shares of Common Stock , par value $.001 per share, of
the Fund.

     We have  examined  copies of the  Amended  Articles  of  Incorporation  and
By-Laws  of the Fund,  the  Registration  Statement,  and such  other  corporate
records,  proceedings  and  documents,  including  the  consent  of the Board of
Directors  and the minutes of the meeting of the Board of Directors of the Fund,
as we have  deemed  necessary  for the  purpose  of this  opinion.  We have also
examined such other  documents,  papers,  statutes and  authorities as we deemed
necessary  to  form a  basis  for  the  opinion  hereinafter  expressed.  In our
examination of such material,  we have assumed the genuineness of all signatures
and the  conformity to original  documents of all copies  submitted to us. As to
various  questions  of fact  material  to such  opinion,  we  have  relied  upon
statements  and  certificates  of officers and  representatives  of the Fund and
others.

     Based upon the  foregoing,  we are of the  opinion  that the 1,337,289.997
shares of Common Stock,  par value $.001 per share, of the Fund, to be issued in
accordance  with the terms of the offering,  as set forth in the  Prospectus and
Statement  of  Additional  Information  included  as  part  of the  Registration
Statement and in accordance  with  applicable  state  securities  laws,  when so
issued and paid for,  will  constitute  validly  authorized  and legally  issued
shares of Common Stock, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the reference to us in the Registration Statement
under the heading  "Federal Income Taxes" in the Prospectus and in the Statement
of Additional  Information,  and under the heading "Counsel and Auditors" in the
Statement of Additional Information.


                                                  Very truly yours,


                                                  BATTLE FOWLER LLP




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