CONNECTICUT DAILY TAX FREE INCOME FUND INC
485BPOS, 1996-05-31
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            As filed with the Securities and Exchange Commission on May 31, 1996


                                                        Registration No. 2-96456


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [X]

                         Pre-Effective Amendment No.                  [ ]

                       Post-Effective Amendment No. 21                [X]

                                     and/or

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]

                              Amendment No. 18 [X]


                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

                     c/o Reich & Tang Asset Management L.P.
                                600 Fifth Avenue
                            New York, New York 10020
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (212) 830-5220


                               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)

                     Copy to: MICHAEL R. ROSELLA, Esq.
                              Battle Fowler LLP
                              75 East 55th Street
                              New York, New York 10020
                              (212) 856-6858


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


The  Registrant  has  registered  an indefinite  number of securities  under the
Securities  Act of 1933 pursuant to Section 24(f) under the  Investment  Company
Act of 1940, as amended,  and Rule 24f-2 thereunder,  and the Registrant filed a
Rule 24f-2 Notice for its fiscal year ended January 31, 1996 on March 25, 1996.
    


<PAGE>


                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.

                       Registration Statement on Form N-1A



                              CROSS-REFERENCE SHEET
                             Pursuant to Rule 404(c)



Part A
Item No.                                       Prospectus Heading


1. Cover Page . . . . . . . . . . . . . . . Cover Page


2. Synopsis. . . . . . . . . . . . . . . . .Introduction; Table of Fees and
                                            Expenses


3. Condensed Financial Information . . . . .Selected Financial Information


4. General Description of Registrant . . . .General Information; Investment
                                            Objectives, Policies and Risks


5. Management of the Fund . . . . . . . . . Management of the Fund; Custodian,
                                            Transfer Agent and Dividend
                                            Agent; Distribution and Service Plan

   
5A. Management's Discussion of
    Fund Performance . . . . . . . . . . . .Not Applicable
    


6. Capital Stock and Other Securities . . . Description of Common Stock;
                                            How to Purchase and Redeem Shares;
                                            General Information; Dividends and
                                            Distributions; Federal Income Taxes


7. Purchase of Securities Being Offered . . How to Purchase and Redeem Shares;
                                            Net Asset Value; Distribution and 
                                            Service Plan


8. Redemption or Repurchase . . . . . . . . How to Purchase and Redeem Shares


9. Legal Proceedings . . . . . . . . . . . .Not Applicable


<PAGE>



Part B                                      Caption in Statement of
Item No.                                    Additional Information


10. Cover Page . . . . . . . . . . . . . . .Cover Page


11. Table of Contents . . . . . . . . . . . Table of Contents


12. General Information and History . . . . Manager; Management of the Fund


13. Investment Objectives and Policies. . . Investment Objectives, Policies
                                            and Risks

   
14. Management of the Fund. . . . . . . . . Manager; Management of the Fund
    

15. Control Persons and Principal
    Holders of Securities . . . . . . . . . Management of the Fund;
                                            Description of Common Stock


16. Investment Advisory
    and Other Services . . . . . . . . . . .Manager; Management of the Fund;
                                            Distribution and Service Plan;
                                            Custodian and Transfer Agent;
                                            Expense Limitation


17. Brokerage Allocation. . . . . . . . . . Portfolio Transactions



18. Capital Stock and
    Other Securities . . . . . . . . . . . .Description of Common Stock


19. Purchase, Redemption and Pricing
    of Securities Being Offered . . . . . . How to Purchase and Redeem Shares;
                                            Net Asset Value


20. Tax Status . . . . . . . . . . . . . . .Federal Income Taxes;
                                            Connecticut Income Taxes

21. Underwriters . . . . . . . . . . . . . .Distribution and Service Plan


22. Calculations of Yield
    Quotations of Money Market Funds . . . .Yield Quotations

   
23. Financial Statements . . . . . . . . . .Independent Auditor's Report;
                                            Statement of Net Assets (audited),
                                            dated  January 31, 1996; Statement
                                            of Operations (audited), dated
                                            January 31,  1996; Statements of
                                            Changes in Net Assets (audited),
                                            for the fiscal years ended
                                            January 31, 1995 and 1996; Notes to
                                            Financial Statements (audited)
    

<PAGE>


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

CONNECTICUT DAILY TAX FREE INCOME FUND, INC.

                                        600 Fifth Avenue, New York, NY 10020
                                        (212) 830-5200
================================================================================


SUPPLEMENT DATED May 31, 1996


Reich  & Tang  Asset  Management  L.P.,  the  Fund's  investment  advisor,  is a
wholly-owned subsidiary of New England Investment Companies,  L.P. ("NEIC"). New
England  Mutual Life  Insurance  Company  ("The New  England")  owns NEIC's sole
general partner and a majority of the limited partnership  interest in NEIC. The
New England and  Metropolitan  Life Insurance  Company  ("MetLife") have entered
into an agreement to merge,  with MetLife to be the survivor of the merger.  The
merger is conditioned upon, among other things, approval by the policyholders of
The New England and MetLife  and receipt of certain  regulatory  approvals.  The
merger is not expected to occur until after July 1, 1996.

The merger of The New England into MetLife will  constitute an  "assignment"  of
the  existing  investment  advisory  agreement  relating to the Fund.  Under the
Investment  Company  Act of  1940,  such  an  "assignment"  will  result  in the
automatic  termination of the investment  advisory  agreement,  effective at the
time of the merger. In anticipation of the merger, shareholders of the Fund have
approved a new  investment  advisory  agreement,  intended to take effect at the
time of the  merger.  The new  agreement  will be  substantially  similar to the
existing agreement.


<PAGE>


- --------------------------------------------------------------------------------
CONNECTICUT                                            600 FIFTH AVENUE
DAILY TAX FREE                                         NEW YORK, NY 10020
INCOME FUND, INC.                                      (212) 830-5220
================================================================================

   
PROSPECTUS
MAY 31, 1996
    

Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market fund whose  investment  objectives are to seek as high a level of current
income,  exempt  from  Federal  income  taxes and to the  extent  possible  from
Connecticut  personal  income  taxes,  as  is  believed  to be  consistent  with
preservation of capital, maintenance of liquidity and stability of principal. No
assurance can be given that these objectives will be achieved.

This  Prospectus  sets  forth  concisely  the  information  about  the Fund that
prospective  investors will find helpful in making their  investment  decisions.
Additional  information  about the Fund has been filed with the  Securities  and
Exchange  Commission and is available upon request and without charge by calling
or writing  the Fund at the address or  telephone  number set forth  above.  The
"Statement of Additional Information" bears the same date as this Prospectus and
is incorporated by reference into this Prospectus in its entirety.

   
Reich & Tang Asset  Management L.P. acts as Manager of the Fund and Reich & Tang
Distributors  L.P. acts as Distributor of the Fund's shares.  Reich & Tang Asset
Management L.P. is a registered  investment  advisor.  Reich & Tang Distributors
L.P. is a registered  broker-dealer  and member of the National  Association  of
Securities Dealers, Inc.
    

AN  INVESTMENT  IN THE  FUND IS  NEITHER  INSURED  NOR  GUARANTEED  BY THE  U.S.
GOVERNMENT.  THE FUND  INTENDS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE  ALTHOUGH  THERE CAN BE NO ASSURANCE  THAT THIS VALUE WILL BE  MAINTAINED.

SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

 THIS PROSPECTUS SHOULD BE READ AND RETAINED BY INVESTORS FOR FUTURE REFERENCE.

- -------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------


<PAGE>


<TABLE>
<CAPTION>
                           TABLE OF FEES AND EXPENSES

Annual Fund Operating Expenses
(as a percentage of average net assets)

   
                   <S>                                            <C>    <C>
                  Management Fees                                        .30%
                  12b-1 Fees                                             .20%
                  Other Expenses                                         .41%
                        Administration Fees-After Fee Waiver     .18%    ____
                  Total Fund Operating Expenses                          .91%

<S>                                                        <C>            <C>           <C>            <C>     
Example                                                    1 year         3 years       5 years        10 years
- -------                                                    ------         -------       -------        --------
        You would pay the following expenses on a $1,000
        investment, assuming 5% annual return
        (cumulative through the end of each year)            $9            $29            $50            $112

The purpose of the above fee table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein. The Manager has voluntarily waived a
portion of the Administration  Fees; absent such waiver the Administration  Fees
would have been .20%. and Total Fund Operating Expenses would have been .94%. As
of December 1, 1995,  however,  the  Administration Fee was changed to .21%. THE
FIGURES  REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A  REPRESENTATION
OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.
    
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         SELECTED FINANCIAL INFORMATION

The following  selected  financial  information  of  Connecticut  Daily Tax Free
Income  Fund,  Inc. has been  audited by  McGladrey & Pullen,  LLP,  Independent
Certified Public  Accountants,  whose report thereon appears in the Statement of
Additional Information.
   
                                                              Year Ended January 31,
<S>                                       <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C> 
                                          1996     1995     1994    1993     1992     1991     1990     1989     1988     1987
                                          ----     ----     ----    ----     ----     ----     ----     ----     ----     ----

Per Share Operating Performance:
(for a share outstanding throughout the period)

Net asset value, beginning of period     $1.0000  $1.0000  $1.0000  $1.0000   $1.0000 $1.0000 $1.0000 $1.0000  $1.0000  $1.0000
                                         -------  -------  -------  -------   ------- ------- ------- -------  -------  -------  
Income from investment operations:
  Net investment income.....              0.0300   0.0230   0.0170   0.0210   0.0350  0.0490   0.0540   0.0440   0.0380  0.0380
Less distributions:
Dividends from net investment income     (0.0300) (0.0230) (0.0170) (0.0210) (0.0350)(0.0490) (0.0540) (0.0440) (0.0380)(0.0380)
                                          -------  -------  -------  ------- -------  -------  -------  -------  ------- -------
Net asset value, end of period           $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000
                                         =======  =======  =======  ======= ======== =======  =======  =======  =======  =======
Total Return................              3.02%    2.29%    1.70%    2.12%   3.56%    5.01%    5.58%    4.53%   3.90%    3.88%

Ratios/Supplemental Data

Net assets, end of
  period (000's omitted)               $105,826  $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638 $248,193
Ratios to average net assets:
  Expenses..................              .91%+    .88%    0.87%    0.86%+   0.79%   0.80%    0.78%    0.79%    0.76%+   0.75%+
  Net investment income.....             2.96%+   2.25%    1.68%    2.14%+   3.51%   4.92%    5.44%    4.44%    3.83%+   3.75%+

+  Net of management,  shareholder  servicing  and  administration  fees  waived
   equivalent to .03%, .06%, .03% and .09% of average net assets, respectively.
    
</TABLE>


                                       2
<PAGE>


INTRODUCTION

Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market fund whose  investment  objectives are to seek as high a level of current
income,  exempt under  current law from  Federal  income taxes and to the extent
possible from Connecticut personal income taxes, as is believed to be consistent
with  preservation  of  capital,  maintenance  of  liquidity  and  stability  of
principal by investing principally in short-term,  high quality debt obligations
of the State of Connecticut, its political subdivisions, and certain possessions
and  territories  of the United  States,  the  interest  on which is exempt from
Federal income tax under section 103 of the Internal  Revenue Code (the "Code"),
as described under "Investment Objectives,  Policies and Risks" herein. The Fund
also may invest in  municipal  securities  of issuers  located in  jurisdictions
other than Connecticut, the interest income on which will be exempt from Federal
income  tax,  but will be  subject  to  Connecticut  personal  income  taxes for
Connecticut residents. The Fund seeks to maintain an investment portfolio with a
dollar-weighted average maturity of 90 days or less, and to value its investment
portfolio at  amortized  cost and maintain a net asset value of $1.00 per share.
The Fund intends to invest all of its assets in tax-exempt obligations; however,
it  reserves  the  right to  invest  up to 20% of the  value  of its net  assets
intaxable  obligations.  This is a summary of the Fund's fundamental  investment
policies which are set forth in full under "Investment Objectives,  Policies and
Risks"  herein and in the  Statement of  Additional  Information  and may not be
changed  without  approval of a majority of the Fund's  outstanding  shares.  No
assurance can be given that these objectives will be achieved.

   
The  Fund's  investment  advisor  is Reich & Tang  Asset  Management  L.P.  (the
"Manager"), which is a registered investment advisor and which currently acts as
manager  or  administrator  to  fifteen  other  open-end  management  investment
companies.  The Fund's shares are distributed  through Reich & Tang Distributors
L.P.  (the  "Distributor"),  with whom the Fund has entered into a  Distribution
Agreement  and a  Shareholder  Servicing  Agreement  pursuant to the Fund's plan
adopted under Rule 12b-1 (the "Rule") under the Investment  Company Act of 1940,
as amended, (the "1940 Act"). (See "Distribution and Service Plan" herein.)

On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund
Business Day"),  investors may, without charge by the Fund,  purchase and redeem
shares of the Fund's common stock at their net asset value next determined after
receipt of the order.  An investor's  purchase  order will be accepted after the
payment is  converted  into Federal  funds,  and shares will be issued as of the
Fund's next net asset value  determination which is made as of 12 noon, New York
City time, on each Fund  Business Day. (See "How to Purchase and Redeem  Shares"
and "Net  Asset  Value"  herein.)  Dividends  from  accumulated  net  income are
declared by the Fund on each Fund Business Day. The Fund generally pays interest
dividends  monthly.  Net capital  gains,  if any, will be  distributed  at least
annually  and in no event  later than within 60 days after the end of the Fund's
fiscal year. All dividends and  distributions of capital gains are automatically
invested in additional  shares of the Fund unless a  shareholder  has elected by
written notice to the Fund to receive either of such distributions in cash. (See
"Dividends and Distributions" herein.)
    

The  Fund  intends  that  its  investment  portfolio  will  be  concentrated  in
Connecticut Municipal Obligations and bank participation certificates therein. A
summary of special risk factors  affecting the State of Connecticut is set forth
under  "Connecticut  Risk  Factors"  herein and in the  Statement of  Additional
Information.  Investment in the Fund should be made with an understanding of the
risks which an  investment  in  Connecticut  Municipal  Obligations  may entail.
Payment  of  interest  and  preservation  of  capital  are  dependent  upon  the
continuing  ability of Connecticut  issuers and/or obligors of state,  municipal
and public authority debt obligations to

                                       3
<PAGE>


meet their obligations thereunder. Investors should consider the greater risk of
the Fund's  concentration  versus the safety that comes with a less concentrated
portfolio and should  compare  yields  available on  portfolios  of  Connecticut
issues with those of more diversified  portfolios including  out-of-state issues
before  making  an  investment  decision.  The  Fund's  Board  of  Directors  is
authorized to divide the unissued shares into separate series of stock,  one for
each of the Fund's  separate  investment  portfolios  that may be created in the
future.

INVESTMENT OBJECTIVES,
POLICIES AND RISKS

The Fund is a non-diversified,  open-end management investment company that is a
short-term, tax-exempt money market fund whose investment objectives are to seek
as high a level of current income,  exempt from Federal income taxes and, to the
extent  possible,  from  Connecticut  personal  income  taxes (the  "Connecticut
Personal  Income Tax"),  as is believed to be consistent  with  preservation  of
capital,  maintenance  of liquidity and stability of principal.  There can be no
assurance that the Fund will achieve its investment objectives.

The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of  Connecticut,  other states,  territories
and  possessions  of  the  United  States,  and  their  authorities,   agencies,
instrumentalities and political  subdivisions,  the interest on which is, in the
opinion of bond counsel at the date of issuance,  currently  exempt from Federal
income taxation ("Municipal  Obligations") and in participation  certificates in
Municipal  Obligations  purchased  from  banks,  insurance  companies  or  other
financial  institutions.  Dividends paid by the Fund which are  "exempt-interest
dividends"  by virtue of being  properly  designated  as derived from  Municipal
Obligations  and  participation  certificates in Municipal  Obligations  will be
exempt from Federal income tax provided the Fund complies with Section 852(b)(5)
of Subchapter M of the Code.

Although the Supreme  Court has  determined  that  Congress has the authority to
subject  the  interest  on bonds such as the  Municipal  Obligations  to regular
Federal  income  taxation,  existing law  excludes  such  interest  from regular
Federal income tax. However,  "exempt-interest  dividends" may be subject to the
Federal   alternative   minimum  tax.  (See  "Federal   Income  Taxes"  herein.)
Exempt-interest  dividends paid by the Fund correctly identified as derived from
obligations  issued by or on behalf of the State of Connecticut or any political
subdivision  thereof,  or  public  instrumentality,  state or  local  authority,
district,  or  similar  public  entity  created  under  the laws of the State of
Connecticut or from  obligations  (such as certain  obligations  issued by or on
behalf of possessions or territories of the United States) the interest on which
Federal  law   prohibits   the  states  from  taxing   ("Connecticut   Municipal
Obligations")  will be exempt from the  Connecticut  Personal  Income Tax.  (See
"Connecticut Income Taxes" herein.) To the extent suitable Connecticut Municipal
Obligations  are not available for investment by the Fund, the Fund may purchase
Municipal   Obligations   issued   by   other   states,   their   agencies   and
instrumentalities or other obligations, the dividends designated as derived from
interest  income on which  will be exempt  from  Federal  income tax but will be
subject to the Connecticut  Personal Income Tax. However,  except as a temporary
defensive  measure during periods of adverse market  conditions as determined by
the  Manager,  the  Fund  will  invest  at  least  65% of its  total  assets  in
Connecticut Municipal  Obligations,  the exempt-interest  dividends derived from
which are exempt from the Connecticut  Personal  Income Tax,  although the exact
amount of the Fund's assets  invested in such  securities will vary from time to
time. The Fund's investments may include  "when-issued"  Municipal  Obligations,
stand-by commitments and taxable repurchase  agreements.  Although the Fund will
attempt to invest 100% of its assets in Municipal Obligations, the Fund reserves
the right to invest up to 20% of the value of its net assets in securities,  the
interest income on which is subject to Federal,  state and local income tax. The
Fund expects to

                                       4
<PAGE>


invest more than 25% of its assets in participation  certificates purchased from
banks in industrial revenue bonds and other Connecticut Municipal Obligations.

In  view  of  this   "concentration"  in  bank  participation   certificates  in
Connecticut Municipal Obligations, an investment in the Fund should be made with
an  understanding of the  characteristics  of the banking industry and the risks
which such an  investment  may  entail,  which  include  extensive  governmental
regulation,  changes in the  availability and cost of capital funds, and general
economic  conditions (See "Variable Rate Demand  Instruments  and  Participation
Certificates"  in the  Statement  of  Additional  Information.)  The  investment
objectives of the Fund  described in this  paragraph  may not be changed  unless
approved by the holders of a majority of the outstanding shares of the Fund that
would  be  affected  by such a  change.  As used in this  Prospectus,  the  term
"majority of the outstanding shares" of the Fund means,  respectively,  the vote
of the lesser of (i) 67% or more of the shares of the Fund present at a meeting,
if the  holders  of more  than  50% of the  outstanding  shares  of the Fund are
present or represented by proxy or (ii) more than 50% of the outstanding  shares
of the Fund.

   
The Fund may only purchase  Municipal  Obligations  that have been determined by
the Fund's  Board of  Directors  to present  minimal  credit  risks and that are
Eligible  Securities at the time of  acquisition.  The term Eligible  Securities
means (i) Municipal  Obligations  with remaining  maturities of 397 days or less
and rated in the two highest  short-term rating categories by any two nationally
recognized statistical rating ("NRSROs") or in such categories by the only NRSRO
that has rated the Municipal Obligations (collectively,  the "Requisite NRSROs")
(acquisition  in the  latter  situation  must also be  ratified  by the Board of
Directors);  (ii) Municipal Obligations with remaining maturities of 397 days or
less but that at the time of issuance  were  long-term  securities  (i.e.,  with
maturities  greater  than 366 days)  and  whose  issuer  has  received  from the
Requisite NRSROs a rating with respect to comparable  short-term debt in the two
highest  short-term rating  categories and (iii) unrated  Municipal  Obligations
determined by the Fund's Board of Directors to be of comparable  quality.  Where
the  issuer of a  long-term  security  with a  remaining  maturity  which  would
otherwise  qualify  it as  an  Eligible  Security,  does  not  have  have  rated
short-term debt  outstanding,  the long-term  security is treated as unrated but
may not be purchased  if it has a long-term  rating from any NRSRO that is below
the two highest  long-term  categories.  A determination of comparability by the
Board of Directors is made on the basis of its credit  evaluation of the issuer,
which may include an evaluation of a letter of credit,  guarantee,  insurance or
other  credit  facility  issued  in  support  of the  Municipal  Obligations  or
participation   certificates.   (See  "Variable  Rate  Demand   Instruments  and
Participation  Certificates" in the Statement of Additional  Information.) While
there are several  organizations  that currently qualify as NRSROs, two examples
of NRSROs are  Standard  & Poor's  Corporation  ("S&P")  and  Moody's  Investors
Service, Inc. ("Moody's").  The two highest ratings by S&P and Moody's are "AAA"
and "AA" by S&P in the case of  long-term  bonds  and notes or "Aaa" and "Aa" by
Moody's in the case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by
Moody's in the case of notes;  "A-1" and "A-2" by S&P or "Prime-1" and "Prime-2"
by Moody's in the case of tax-exempt commercial paper. The highest rating in the
case of variable and floating  demand notes is "VMIG-1" by Moody's and "SP-1/AA"
by S&P. Such  instruments may produce a lower yield than would be available from
less highly rated instruments. The Fund's Board of Directors has determined that
obligations  which are  backed  by the  credit of the  Federal  government  (the
interest on which is not exempt from Federal income taxation) will be considered
to have a rating equivalent to Moody's "Aaa".  Subsequent to its purchase by the
Fund,  the quality of an  investment  may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Fund. If this occurs, the
Board of  Directors  of the Fund shall  reassess  promptly  whether the security
presents minimal credit risks and shall cause the


                                       5
<PAGE>


Fund to take such  action as the Board of  Directors  determines  is in the best
interest of the Fund and its shareholders. However, reassessment is not required
if the  security  is disposed of or matures  within  five  business  days of the
Manager  becoming aware of the new rating and provided further that the Board of
Directors is subsequently notified of the Manager's actions.
    

In addition, in the event that a security (1) is in default, (2) ceases to be an
eligible  investment  under Rule 2a-7 or (3) is determined to no longer  present
minimal  credit  risks,   the  Fund  will  dispose  of  the  security  absent  a
determination  by the Fund's  Board of Directors  that  disposal of the security
would not be in the best  interests of the Fund.  In the event that the security
is disposed of it shall be disposed of as soon as  practicable  consistent  with
achieving  an orderly  disposition  by sale,  exercise of any demand  feature or
otherwise.  In  the  event  of  a  default  with  respect  to a  security  which
immediately  before default  accounted for 1/2 of 1% or more of the Fund's total
assets, the Fund shall promptly notify the Securities and Exchange Commission of
such fact and of the  actions  that the Fund  intends to take in response to the
situation.

In view of the "concentration" of the Fund in bank participation certificates in
Connecticut  Municipal  Obligations,  which may be  secured  by bank  letters of
credit  or  guarantees,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail which include extensive  governmental  regulation,
changes in the  availability  and cost of  capital  funds and  general  economic
condition.   (See   "Variable   Rate  Demand   Instruments   and   Participation
Certificates" in the Statement of Additional  Information.) Banks are subject to
extensive governmental regulations which may limit both the amounts and types of
loans and other 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  operations under prevailing money market  conditions.  Also,
general  economic  conditions  play an important  part in the operations 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.  The Fund may invest 25% or more of the net assets of
any  portfolio  in  securities  that are related in such a way that an economic,
business or political  development  or change  affecting  one of the  securities
would also affect the other securities  including,  for example,  securities the
interest  upon  which  is paid  from  revenues  of  similar  type  projects,  or
securities the issuers of which are located in the same state.

All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund's
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.

As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory restriction under the 1940 Act with respect to investing its assets in
one or relatively  few issuers.  This  non-diversification  may present  greater
risks than in the case of a diversified  company.  However,  the Fund intends to
qualify as a "regulated  investment company" under Subchapter M of the Code. The
Fund will be  restricted  in that,  at the close of each  quarter of the taxable
year, at least 50% of the value of its total assets must be represented by cash,
government  securities,  investment  company  securities  and  other  securities
limited  in  respect of any one issuer to not more than 5% in value of the total
assets of the Fund and to not more than 10% of the outstanding voting securities
of such issuers. In addition,  at the close of each quarter of its taxable year,
not more  than 25% in  value of the  Fund's  total  assets  may be  invested  in
securities of one issuer other than government


                                        6

<PAGE>


securities.  The  limitations  described in this  paragraph are not  fundamental
policies  and  may be  revised  to the  extent  applicable  Federal  income  tax
requirements are revised. (See "Federal Income Taxes" herein.)

The  primary  purpose of  investing  in a  portfolio  of  Connecticut  Municipal
Obligations  is  the  special  tax  treatment  accorded   Connecticut   resident
individual investors. However, payment of interest and preservation of principal
is  dependent  upon the  continuing  ability of the issuers  and/or  obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.   Investors   should   consider  the  greater  risk  of  the  Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should  compare  yields  available on  portfolios  of  Connecticut
issues with those of more diversified  portfolios including  out-of-state issues
before making an investment  decision.  The Fund's  management  believes that by
maintaining the Fund's investment portfolio in liquid, short-term,  high quality
investments, including participation certificates and other variable rate demand
instruments  that  have  high  quality  credit  support  from  banks,  insurance
companies or other financial  institutions,  the Fund is largely  insulated from
the credit risks that may exist on long-term Connecticut Municipal  Obligations.
For  additional  information,  please  refer  to  the  Statement  of  Additional
Information.

CONNECTICUT RISK FACTORS

   
Because of the Fund's  concentration  in investments  in  Connecticut  Municipal
Obligations,  the safety of an investment in the Fund will depend importantly on
the  financial  strength of  Connecticut  and its  political  subdivisions.  The
Connecticut  economy  relies in part on  activities  that have been  subject  to
cyclical  change,  and the State is now in a recession the depth and duration of
which are  uncertain.  The State's  General Fund ran operating  deficits for the
four fiscal years ended June 30, 1991, and accumulated an unappropriated deficit
of $965,712,000.  While the State's General Fund ran operating surpluses for the
four fiscal years ended June 30, 1995,  largely  because of the enactment of the
Connecticut  Personal Income Tax,  contractions in defense and other  industries
are adversely  affecting  Connecticut's  economy,  and  unemployment and poverty
plague  some of its cities and towns.  There can be no  assurance  that  general
economic difficulties or the financial circumstances of Connecticut or its towns
and cities will not adversely  affect the market value of their  obligations  or
the ability of the obligors to pay debt service on such obligations.
    

MANAGEMENT OF THE FUND

The Fund's Board of Directors  which is responsible  for the overall  management
and  supervision of the Fund, has employed Reich & Tang Asset  Management,  L.P.
("the Manager") to serve as investment manager of the Fund. The Manager provides
persons  satisfactory  to the Fund's  Board of Directors to serve as officers of
the Fund. Such officers, as well as certain other employees and directors of the
Fund, may be directors or officers of Reich & Tang Asset  Management,  Inc., the
sole  general  partner  of the  Manager,  or  employees  of the  Manager  or its
affiliates. Due to the services performed by the Manager, the Fund currently has
no  employees  and its  officers  are not  required to devote  full-time  to the
affairs of the Fund. The Statement of Additional  Information  contains  general
background  information  regarding  each director and  principal  officer of the
Fund.

   
The Manager is a Delaware  limited  partnership with its principal office at 600
Fifth  Avenue,  New York,  New York  10020.  The  Manager  was at April 30, 1996
investment manager,  advisor or supervisor with respect to assets aggregating in
excess of $9.1 billion.  The Manager acts as investment manager or administrator
of fifteen  other  registered  investment  companies  and also  advises  pension
trusts, profit-sharing trusts and endowments.
    

New England  Investment  Companies,  L.P.  ("NEICLP") is the limited partner and
owner of a 99.5% interest in the newly created limited partnership, Reich & Tang
Asset  Management  L.P.,  the Manager.  Reich & Tang Asset  Management,  Inc. (a
wholly-owned subsidiary of


                                        7
<PAGE>


NEICLP) is the general  partner and owner of the  remaining  .5% interest of the
Manager.  Reich & Tang Asset Management L.P. has succeeded NEICLP as the Manager
of the Fund.

   
New England Investment  Companies,  Inc. ("NEIC"), a Massachusetts  corporation,
serves as the sole  general  partner  of NEICLP.  The New  England  Mutual  Life
Insurance  Company ("The New  England")  owns  approximately  55.9% of the total
partnership  units   outstanding  of  NEICLP,   and  Reich  &  Tang,  Inc.  owns
approximately 17.6% of the outstanding partnership units of NEICLP.

In addition,  NEIC is a wholly-owned  subsidiary of The New England which may be
deemed a "controlling person" of the Manager. NEIC is a holding company offering
a broad  array of  investment  styles  across a wide  range of asset  categories
through  ten  investment  advisory/management  affiliates  and two  distribution
subsidiaries.  These  include,  in addition  to the  Manager,  Loomis,  Sayles &
Company,  L.P.,  Copley Real Estate  Advisors,  Inc.,  Back Bay Advisors,  L.P.,
Marlborough Capital Advisors, L.P., Westpeak Investment Advisors, L.P., Draycott
Partners,   Ltd.,  TNE  Investment   Services,   L.P.,  New  England  Investment
Associates,  Inc., Harris Associates and an affiliate, Capital Growth Management
Limited  Partnership.  These affiliates in the aggregate are investment advisors
or managers to 42 other registered investment companies.
    

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.


For its services under the Investment Management Contract,  the Manager receives
from the Fund a fee  equal to .30% per  annum of the  Fund's  average  daily net
assets for managing  the Fund's  investment  portfolio  and  performing  related
services.  In addition  to its fees under the  Investment  Management  Contract,
Reich & Tang  Distributors  L.P.,  (the  "Distributor"),  receives a service fee
equal to .20% per  annum of the  Fund's  average  daily  net  assets  under  the
Shareholder Servicing Agreement. The fees are accrued daily and paid monthly.

   
Pursuant  to the  Administrative  Services  Contract  for the Fund,  the Manager
performs clerical,  accounting  supervision and office service functions for the
Fund and provides the Fund the  personnel to (i) supervise  the  performance  of
bookkeeping  and related  services by Investors  Fiduciary  Trust  Company,  the
Fund's  bookkeeping  agent;  (ii) prepare reports to and filings with regulatory
authorities;  and (iii) perform such other services as the Fund may from time to
time  request of the  Manager.  The  personnel  rendering  such  services may be
employees of the Manager or its affiliates.  The Manager, at its discretion, may
voluntarily waive all or a portion of the  administrative  services fee. For its
services under the Administrative  Services Contract, the Manager receives a fee
equal to .21% per annum of the Fund's  average daily net assets.  Any portion of
the total  fees  received  by the  Manager  may be used to  provide  shareholder
services  and for  distribution  of Fund shares (see  "Distribution  and Service
Plan" herein).
    

DESCRIPTION OF COMMON STOCK

The Fund was  incorporated in Maryland on March 8, 1985. The authorized  capital
stock of the Fund consists of twenty  billion shares of stock having a par value
of  one-tenth  of one cent  ($.001) per share.  The Fund's Board of Directors is
authorized  to divide the unissued  shares into separate  series of stock,  each
series representing a separate,  additional investment portfolio.  Shares of all
series will have identical voting rights,  except where, by law, certain matters
must be approved by a majority of the shares of the affected series.  Each share
of  any  series  of  shares  when  issued  has  equal  dividend,   distribution,
liquidation  and voting  rights  within the series for which it was issued,  and
each fractional  share has those rights in proportion to the percentage that the
fractional  share  represents  of a whole  share.  Shares  will be  voted in the
aggregate.  There are no conversion or preemptive  rights in connection with any
shares of


                                        8
<PAGE>


the Fund. All shares,  when issued in accordance  with the terms of the offering
will be fully paid and nonassessable.  Shares are redeemable at net asset value,
at the option of the shareholder.

   
Under its  Articles of  Incorporation  the Fund has the right to redeem for cash
shares of stock owned by any  shareholder to the extent and at such times as the
Fund's Board of Directors  determines to be necessary or  appropriate to prevent
an undue concentration of stock ownership which would cause the Fund to become a
"personal holding company" for Federal income tax purposes.  In this regard, the
Fund may also  exercise  its right to reject  purchase  orders.  As of April 30,
1996, the amount of shares owned by all officers and directors of the Fund, as a
group, was less than 1% of the outstanding shares of the Fund.
    

The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
directors can elect 100% of the  directors if the holders  choose to do so, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors.  Certificates  for Fund shares will
not be issued to an investor.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares  dividends equal to all its net investment  income  (excluding
capital gains and losses,  if any, and  amortization of market discount) on each
Fund  Business  Day and  generally  pays  dividends  monthly.  There is no fixed
dividend rate. In computing  these  dividends,  interest earned and expenses are
accrued daily.

Net realized  capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Fund's fiscal year.

All dividends and distributions of capital gains are  automatically  invested in
additional Fund shares immediately upon payment thereof unless a shareholder has
elected by written notice to the Fund to receive either of such distributions in
cash.

HOW TO PURCHASE AND REDEEM SHARES

Investors who have accounts with  Participating  Organizations may invest in the
Fund through their Participating Organizations in accordance with the procedures
established  by  the  Participating  Organizations.  (See  "Investments  Through
Participating  Organizations"  herein.) All other  investors,  and investors who
have accounts with Participating  Organizations but who do not wish to invest in
the Fund  through  their  Participating  Organizations,  may  invest in the Fund
directly.  (See "Direct Purchase and Redemption Procedures" herein.) The minimum
initial  investment in the Fund by  Participating  Organizations is $1,000 which
may be satisfied by initial  investments  aggregating  $1,000 by a Participating
Organization  on behalf of customers  whose  initial  investments  are less than
$1,000.  The  minimum  initial  investment  for  securities  brokers,  financial
institutions  and  other  industry  professionals  that  are  not  Participating
Organizations is $1,000.  The minimum initial investment for all other investors
is  $5,000.  Initial  investments  may be made in any  amount  in  excess of the
applicable  minimums.  The minimum  amount for  subsequent  investments  is $100
unless the investor is a client of a  Participating  Organization  whose clients
have made aggregate subsequent investments of $100.

The Fund sells and redeems its shares on a  continuing  basis at their net asset
value  and  does not  impose  a charge  for  either  sales or  redemptions.  All
transactions in Fund shares are effected through the Fund's transfer agent which
accepts orders for purchases and redemptions  from  Participating  Organizations
and from investors directly.

In order to maximize earnings on its portfolio, the Fund normally has its assets
as fully invested as is  practicable.  Many securities in which the Fund invests
require immediate settlement in funds of Federal Reserve member banks on deposit
at a Federal Reserve Bank (commonly known as "Federal Funds").  Accordingly, the
Fund does not accept a subscription or invest an investor's payment in portfolio
securities until the payment has been converted into Federal Funds.


                                       9
<PAGE>


Shares  will be issued as of the first  determination  of the  Fund's  net asset
value per share made after  acceptance of the  investor's  purchase order at the
net asset value per share next  determined  after receipt of the purchase order.
Shares begin accruing income  dividends on the day they are purchased.  The Fund
reserves the right to reject any subscription for its shares.

Shares are issued as of 12 noon, New York City time, on any Fund Business Day as
defined herein on which an order for the shares and  accompanying  Federal Funds
are received by the Fund's transfer agent before 12 noon. Orders  accompanied by
Federal Funds and received after 12 noon, New York City time, on a Fund Business
Day will not result in share  issuance  until the  following  Fund Business Day.
Fund  shares  begin  accruing  income  on the day the  shares  are  issued to an
investor.

There is no  redemption  charge,  no minimum  period of  investment,  no minimum
amount for a redemption, and no restriction on frequency of withdrawals.  Unless
other  instructions  are given in proper form to the Fund's  transfer  agent,  a
check for the proceeds of a redemption will be sent to the shareholder's address
of record. If a shareholder elects to redeem all the shares of the Fund he owns,
all  dividends  accrued  to the  date  of  such  redemption  will be paid to the
shareholder along with the proceeds of the redemption.

The  right  of  redemption  may not be  suspended  or the date of  payment  upon
redemption  postponed for more than seven days after the shares are tendered for
redemption, except for any period during which the New York Stock Exchange, Inc.
is closed (other than  customary  weekend and holiday  closings) or during which
the  Securities  and Exchange  Commission  determines  that  trading  thereon is
restricted,  or for any period during which an emergency  (as  determined by the
Securities and Exchange  Commission) exists as a result of which disposal by the
Fund of its portfolio securities is not reasonably practicable or as a result of
which it is not  reasonably  practicable  for the Fund fairly to  determine  the
value of its net assets, or for such other period as the Securities and Exchange
Commission  may by order permit for the  protection of the  shareholders  of the
Fund.

Redemption  requests  received by the Fund's  transfer agent before 12 noon, New
York City time, on any Fund  Business Day become  effective at 12 noon that day.
Shares redeemed are not entitled to participate in dividends declared on the day
a redemption becomes effective. A redemption request received after 12 noon, New
York City time,  on any Fund  Business  Day becomes  effective  on the next Fund
Business Day.

The Fund has reserved the right to redeem the shares of any  shareholder  if the
net  asset  value  of all  the  remaining  shares  in the  shareholder's  or his
Participating  Organization's  account  after a  withdrawal  is less than  $500.
Written notice of a proposed mandatory redemption will be given at least 30 days
in advance to any  shareholder  whose  account is to be redeemed or the Fund may
impose  a  monthly  service  charge  of $10 on such  accounts.  For  Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to  the   appropriate   Participating   Organization,   and  the   Participating
Organization  will be responsible for notifying the Participant  Investor of the
proposed  mandatory  redemption.  During  the  notice  period a  shareholder  or
Participating  Organization  who  receives  such a notice  may  avoid  mandatory
redemption by purchasing  sufficient additional shares to increase the total net
asset value to at least the  minimum  amount and  thereby  avoid such  mandatory
redemption.

The  redemption of shares may result in the  investor's  receipt of more or less
than paid for the shares and, thus, in a taxable gain or loss to the investor.

INVESTMENTS THROUGH
PARTICIPATING ORGANIZATIONS

Participant  Investors  may,  if they  wish,  invest  in the  Fund  through  the
Participating  Organizations  with  which  they  have  accounts.  "Participating
Organizations" are securities brokers, banks and financial institutions or other


                                       10
<PAGE>


industry  professionals  or  organizations  which have entered into  shareholder
servicing  agreements  with the  Manager  with  respect to  investment  of their
customer  accounts in the Fund.  When  instructed by its customer to purchase or
redeem Fund shares, the Participating  Organization,  on behalf of the customer,
transmits to the Fund's  transfer agent a purchase or redemption  order,  and in
the case of a  purchase  order,  payment  for the  shares  being  purchased.  No
certificates are issued with respect to investments  made through  Participating
Organizations.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund each  purchase  and  redemption  of Fund  shares for the  customers'
accounts.  Also,  Participating  Organizations may send their customers periodic
account  statements  showing  the  total  number  of Fund  shares  owned by each
customer as of the statement  closing date,  purchases and  redemptions  of Fund
shares by each  customer  during the period  covered  by the  statement  and the
income  earned by Fund  shares of each  customer  during  the  statement  period
(including  dividends  paid in cash or reinvested  in  additional  Fund shares).
Participant  Investors whose Participating  Organizations have not undertaken to
provide  such  confirmations  and  statements  will  receive  them from the Fund
directly.

Participating Organizations may charge Participant Investors a fee in connection
with their use of  specialized  purchase and  redemption  procedures  offered to
Participant   Investors  by  the  Participating   Organizations.   In  addition,
Participating  Organizations offering purchase and redemption procedures similar
to those  offered to  shareholders  who invest in the Fund  directly  may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders  who invest in the Fund directly.  Accordingly,
the net yield to investors who invest through Participating Organizations may be
less than by investing in the Fund directly.  A Participant Investor should read
this Prospectus in conjunction with the materials  provided by the Participating
Organization  describing the procedures under which Fund shares may be purchased
and redeemed through the Participating Organization.

The Glass-Steagall Act limits the ability of a depository  institution to become
an  underwriter  or  distributor  of  securities.   However,   it  is  the  Fund
management's  position  that  banks  are not  prohibited  from  acting  in other
capacities  for  investment  companies,  such as  providing  administrative  and
shareholder  account  maintenance  services and receiving  compensation from the
Manager for providing such services.  However,  this is an unsettled area of the
law and if a determination contrary to the Fund management's position is made by
a  bank  regulatory  agency  or  court  concerning   shareholder  servicing  and
administration  payments to banks from the Manager,  any such  payments  will be
terminated and any shares  registered in the banks' names,  for their underlying
customers,  will be re-registered in the name of the customers at no cost to the
Fund or its shareholders.  In addition, state securities laws may differ on this
issue from the  interpretations  of Federal law  expressed  herein and banks and
financial institutions may be required to register as underwriters, distributors
or dealers pursuant to state law.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day provided that the Federal Funds required in connection  with the orders
are received by the Fund's  transfer agent before 4:00 p.m., New York City time,
on that day.  Orders for which Federal Funds are received  after 4:00 p.m.,  New
York City  time,  will not result in share  issuance  until the  following  Fund
Business  Day.  Participating  Organizations  are  responsible  for  instituting
procedures  to insure  that  purchase  orders by their  respective  clients  are
processed expeditiously.

DIRECT PURCHASE AND
REDEMPTION PROCEDURES

The following purchase and redemption  procedures apply to investors who wish to
invest


                                       11
<PAGE>


in  the  Fund  directly  and  not  through  Participating  Organizations.  These
investors  may  obtain a current  prospectus  and the  subscription  order  form
necessary to open an account by telephoning the Fund at the following numbers:

     Within New York State              212-830-5220
     Outside New York State (TOLL FREE) 800-221-3079

All shareholders,  other than certain Participant  Investors,  will receive from
the Fund individual confirmations of each purchase and redemption of Fund shares
(other than draft check  redemptions) and a monthly  statement listing the total
number of Fund shares  owned as of the  statement  closing  date,  purchase  and
redemptions  of Fund shares  during the month  covered by the  statement and the
dividends paid on Fund shares of each  shareholder  during the statement  period
(including  dividends  paid in cash or reinvested  in  additional  Fund shares).
Certificates for Fund shares will not be issued to an investor.

Initial Purchases of Shares

Mail

Investors  may send a check made payable to  "Connecticut  Daily Tax Free Income
Fund, Inc." along with a completed subscription order form to:

   
     Connecticut Daily Tax Free Income Fund, Inc.
     Reich & Tang Funds
     600 Fifth Avenue
     New York, New York 10020
    

Checks are accepted  subject to  collection  at full face value in United States
currency.  Payment by a check drawn on any member of the Federal  Reserve System
can normally be  converted  into  Federal  Funds within two business  days after
receipt of the check.  Checks drawn on a non-member bank may take  substantially
longer to convert into Federal  Funds.  An investor's  subscription  will not be
accepted until the Fund receives Federal Funds.

Bank Wire

To purchase  shares of the Fund using the wire system for  transmittal  of money
among banks,  investors  should first obtain a new account number by telephoning
the Fund at 212-830-5220 (within New York State) or at 800-221-3079 (outside New
York State). The investors should then instruct a member commercial bank to wire
their money immediately to:

     Investors Fiduciary Trust Company
     ABA # 101003621
     DDA # 890752-953-8
     For Connecticut Daily Tax Free
          Income Fund, Inc.
     Account of (Investor's Name)_________
     Fund Account #0308___________________
     SS #/Tax ID #________________________

The investor should then promptly complete and mail the subscription order form.

Investors  planning to wire funds should instruct their bank early in the day so
the wire transfer can be accomplished before 12 noon on that same day. There may
be a charge by the investor's bank for  transmitting the money by bank wire, and
there also may be a charge for use of  Federal  Funds.  The Fund does not charge
investors in the Fund for its receipt of wire transfers.  Payment in the form of
a "bank wire"  received prior to 12 noon, New York City time, on a Fund Business
Day will be treated as a Federal Funds payment received on that day.

Personal Delivery

Deliver a check made payable to "Connecticut  Daily Tax Free Income Fund,  Inc."
along with a completed subscription order form to:

   
     Reich & Tang Funds
     600 Fifth Avenue - 9th Floor
     New York, New York 10020

Electronic Funds Transfers (EFT),
Pre-authorized Credit
and Direct Deposit Privilege

You may purchase shares of the Fund (minimum of $100) by having salary, dividend
payments,  interest  payments  or any other  payments  designated  by you, or by
having federal salary, social security, or certain veteran's,  military or other
payments from the federal government,


                                       12
<PAGE>


automatically  deposited into your Fund account. You can also have money debited
from your checking  account.  To enroll in any one of these  programs,  you must
file  with  the  Fund  a  completed  EFT  Application,   Pre-authorized   Credit
Application,  or a Direct Deposit Sign-Up Form for each type of payment that you
desire to include in the Privilege.  The  appropriate  form may be obtained from
your  broker  or  the  Fund.  You  may  elect  at any  time  to  terminate  your
participation by notifying in writing the appropriate  depositing  entity and/or
federal  agency.  Death or legal  incapacity will  automatically  terminate your
participation   in  the  Privilege.   Further,   the  Fund  may  terminate  your
participation upon 30 days' notice to you.
    

Subsequent Purchases of Shares

Subsequent purchases can be made by bank wire or personal delivery, as indicated
above, or by mailing a check to:

   
     Connecticut Daily Tax Free Income Fund, Inc.
     Reich & Tang Funds
     P.O. Box 13232
     Newark, New Jersey 07101-3232
    

There is a $100 minimum for subsequent  purchases of shares. All payments should
clearly indicate the shareholder's account number. Provided that the information
on the  subscription  form  on  file  with  the  Fund  is  still  applicable,  a
shareholder may reopen an account without filing a new  subscription  order form
at any time  during the year the  shareholder's  account is closed or during the
following calendar year.

Redemption of Shares

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with, the next  determination of net asset value per share following
reciept by the Fund's transfer agent of the redemption order. Normally,  payment
for redeemed  shares is made on the same Fund Business Day after the  redemption
is effected,  provided the redemption  request is received prior to 12 noon, New
York City time and on the next Fund  Business Day if the  redemption  request is
received after 12 noon, New York City time.  However,  redemption  requests will
not be effected unless the check (including a certified or cashier's check) used
to purchase  the shares has been  cleared for  payment by the  investor's  bank,
currently considered by the Fund to occur within 15 days after investment.

A  shareholder's  original  subscription  order form permits the  shareholder to
redeem by written request and to elect one or more of the additional  redemption
procedures  described  below.  A  shareholder  may only change the  instructions
indicated  on his original  subscription  order form by  transmitting  a written
direction to the Fund's transfer  agent.  Requests to institute or change any of
the additional redemption procedures will require a signature guarantee.  When a
signature  guarantee  is called for,  the  shareholder  should  have  "Signature
Guaranteed"  stamped under his  signature,  signed and guaranteed by an eligible
guarantor  institution  which includes a domestic  bank, a domestic  savings and
loan institution,  a domestic credit union, a member bank of the Federal Reserve
System or a member  firm of a  national  securities  exchange,  pursuant  to the
Fund's  transfer  agent's  standards  and  procedures  (signature  guarantees by
notaries public are not acceptable).

Written Requests

Shareholders may make a redemption in any amount by sending a written request to
the Fund, accompanied by any certificate that may have been previously issued to
the shareholder, addressed to:

   
    Connecticut Daily Tax Free Income Fund, Inc.
    Reich & Tang Funds
    600 Fifth Avenue
    New York, New York 10020
    

All previously issued certificates  submitted for redemption must be endorsed by
the  shareholder  and all written  requests for redemption must be signed by the
shareholder,  in each case with  signature  guaranteed.  Normally the redemption
proceeds are paid by check mailed to the shareholder of record.


                                       13
<PAGE>


Checks

   
By making the appropriate election on their subscription form,  shareholders may
request a supply of checks which may be used to effect redemptions.  The checks,
which will be issued in the  shareholder's  name, are drawn on a special account
maintained by the Fund with the agent bank. Checks may be drawn in any amount of
$250 or more.  When a check is presented to the Fund's agent bank,  it instructs
the Fund's  transfer agent to redeem a sufficient  number of full and fractional
shares in the shareholder's account to cover the amount of the check. The use of
a check to make a  withdrawal  enables  a  shareholder  in the  Fund to  receive
dividends on the shares to be redeemed up to the Fund  Business Day on which the
check  clears.  Checks  provided by the Fund may not be  certified.  Fund shares
purchased by check may not be redeemed by check for up to 15 days  following the
date of purchase.
    

There is no charge to the  shareholder for checks provided by the Fund. The Fund
reserves the right to impose a charge or impose a different minimum check amount
in the future if the Board of Directors  determines that doing so is in the best
interests of the Fund and its shareholders.

Shareholders  electing the checking option are subject to the procedures,  rules
and  regulations  of the Fund's  agent  bank.  Checks  drawn on a jointly  owned
account may, at the shareholder's election,  require only one signature.  Checks
in  amounts  exceeding  the value of the  shareholder's  account at the time the
check is  presented  for payment  will not be  honored.  In  addition,  the Fund
reserves  the  right to  charge  the  shareholder's  account a fee up to $20 for
checks  not  honored as a result of an  insufficient  account  value.  Since the
dollar value of the account  changes  daily,  the total value of the account may
not be  determined  in advance and the  account may not be entirely  redeemed by
check.  The Fund reserves the right to terminate or modify the check  redemption
procedure at any time or to impose additional fees.

Investors  wishing to avail themselves of this method of redemption should elect
it on their  subscription  order  form.  Individuals  and joint  tenants are not
required  to  furnish  any  supporting  documentation.  Corporations  and  other
entities  making this  election,  however,  are  required to furnish a certified
resolution or other  evidence of  authorization  in  accordance  with the Fund's
normal practices.  Appropriate  authorization  forms will be sent by the Fund or
its agents to corporations  and other  shareholders  who select this option.  As
soon as the  authorization  forms are filed in good order, the Fund will provide
the shareholder with a supply of checks. This checking service may be terminated
or modified at any time.

Telephone

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option.  The  proceeds  of a  telephone  redemption  may  be  sent  to the
shareholders  at their  addresses  or,  if in excess of  $1,000,  to their  bank
accounts,  both as set forth in the  subscription  order form or in a subsequent
written  authorization.  The Fund may accept telephone  redemption  instructions
from any person with respect to accounts of shareholders  who elect this service
and thus such  shareholders  risk possible loss of principal and interest in the
event of a telephone  redemption  not  authorized by them.  The Fund will employ
reasonable  procedures to confirm that  telephone  redemption  instructions  are
genuine, and will require that shareholders  electing such option provide a form
of personal  identification.  The failure by the Fund to employ such  procedures
may cause the Fund to be liable  for any losses  incurred  by  investors  due to
telephone redemptions based upon unauthorized or fraudulent instructions.

A  shareholder   making  a  telephone   withdrawal   should  call  the  Fund  at
212-830-5200;  outside New York State at 800-221-3079  and state (i) the name of
the shareholder  appearing on the Fund's records, (ii) the shareholder's account
number with the Fund, (iii) the amount to be withdrawn, (iv) whether such amount
is to be forwarded to the  shareholder's  designated bank account or address and
(v) the name of the person requesting the redemption. Usually the proceeds


                                       14
<PAGE>


are sent to the designated bank account or address on the same Fund Business Day
the redemption is effected,  provided the redemption  request is received before
12 noon,  New York City time and on the next Fund Business Day if the redemption
request is received  after 12 noon,  New York City time.  The Fund  reserves the
right to terminate  or modify the  telephone  redemption  service in whole or in
part at any time and will notify shareholders accordingly.

Exchange Privilege

   
Shareholders of the Fund are entitled to exchange some or all of their shares in
the Fund for shares of certain other  investment  companies which retain Reich &
Tang Asset  Management L.P. as investment  advisor and which  participate in the
exchange  privilege  program with the Fund.  Currently  the  exchange  privilege
program  has been  established  between the Fund and  California  Daily Tax Free
Income Fund,  Inc.,  Daily Tax Free Income Fund,  Inc.,  Florida Daily Municipal
Income  Fund,  Michigan  Daily Tax Free  Income  Fund,  Inc.,  New Jersey  Daily
Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,  Inc., North
Carolina Daily Municipal Income Fund, Inc.,  Pennsylvania Daily Municipal Income
Fund,  Reich & Tang Equity Fund,  Inc,  and Short Term Income Fund,  Inc. In the
future,  the  exchange  privilege  program may be  extended to other  investment
companies which retain Reich & Tang Asset Management L.P. as investment advisor,
manager or  administrator.  An  exchange  of shares in the Fund  pursuant to the
exchange  privilege  is, in effect,  a  redemption  of Fund shares (at net asset
value)  followed by the purchase of shares of the investment  company into which
the  exchange  is made (at net asset  value)  and may  result  in a  shareholder
realizing a taxable gain or loss for Federal income tax purposes.
    

There is no charge for the exchange  privilege or  limitation as to frequency of
exchange. The minimum amount for an exchange is $1,000, except that shareholders
who are  establishing  a new  account  with an  investment  company  through the
exchange  privilege must ensure that a sufficient number of shares are exchanged
to meet the minimum initial investment  required for the investment company into
which the exchange is being made.  Shares are exchanged at their  respective net
asset value.

   
The  exchange  privilege  provides  shareholders  of the Fund with a  convenient
method to shift their investment among different  investment companies when they
feel  such a  shift  is  desirable.  The  exchange  privilege  is  available  to
shareholders  resident in any state in which  shares of the  investment  company
being  acquired  may  legally be sold.  Shares  may be  exchanged  only  between
investment  company  accounts  registered in identical  names.  Before making an
exchange,  the investor  should review the current  prospectus of the investment
company into which the exchange is to be made.  Prospectuses  may be obtained by
contacting the  Distributor at the address or telephone  number set forth on the
cover page of this Prospectus.
    

An exchange pursuant to the exchange privilege is treated for Federal income tax
purposes as a sale on which a shareholder may realize a taxable gain or loss.

Instructions for exchanges may be made by sending a signature guaranteed written
request to:

   
    Connecticut Daily Tax Free Income Fund, Inc.
    Reich & Tang Funds
    600 Fifth Avenue
    New York, New York  10020
    

or, for  shareholders  who have  elected  that option,  by  telephone.  The Fund
reserves  the right to reject any  exchange  request and may modify or terminate
the exchange privilege at any time.

Specified Amount Automatic Withdrawal Plan

Shareholders may elect to withdraw shares and receive payment from the Fund of a
specified  amount  of  $50  or  more  automatically  on  a  monthly,  quarterly,
semi-annual or annual basis in an amount  approved and confirmed by the Manager.
A  specified  amount  plan  payment  is made by the Fund on the 23rd day of each
month. Whenever such 23rd day of a month is not a Fund


                                       15
<PAGE>


Business  Day, the payment date is the Fund  Business Day preceding the 23rd day
of the month. In order to make a payment,  a number of shares equal in aggregate
net asset value to the payment  amount are  redeemed at their net asset value on
the Fund Business Day immediately  preceding the date of payment.  To the extent
that the redemptions to make plan payments exceed the number of shares purchased
through reinvestment of dividends and distributions,  the redemptions reduce the
number of shares purchased on original investment,  and may ultimately liquidate
a shareholder's investment.

The election to receive automatic withdrawal payments may be made at the time of
the original  subscription by so indicating on the subscription  order form. The
election  may also be made,  changed  or  terminated  at any  later  time by the
participant. Because the withdrawal plan involves the redemption of Fund shares,
such  withdrawals may constitute  taxable events to the shareholder but the Fund
does not expect that there will be any realizable capital gains.

DISTRIBUTION AND SERVICE PLAN

Pursuant  to Rule  12b-1  under  the  1940  Act,  the  Securities  and  Exchange
Commission  has required  that an  investment  company which bears any direct or
indirect expense of distributing its shares must do so only in accordance with a
plan  permitted  by the  Rule.  The  Fund's  Board of  Directors  has  adopted a
distribution  and service plan (the "Plan") and,  pursuant to the Plan, the Fund
has entered into a Distribution  Agreement with Reich & Tang  Distributors  L.P.
(the  "Distributor") and a Shareholder  Servicing Agreement with the Manager and
the Distributor.

   
Reich & Tang Asset Management,  Inc. serves as the sole general partner for
both Reich & Tang Asset Management L.P. and Reich & Tang Distributors L.P. Reich
&  Tang  Asset  Management  L.P.  serves  as the  sole  limited  partner  of the
Distributor.
    

Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund,  will  solicit  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions  and orders will not be binding on the
Fund until accepted by the Fund as principal.

For its services under the  Shareholder  Servicing  Agreement,  the  Distributor
receives  from the Fund a  service  fee  equal to .20% per  annum of the  Fund's
average daily net assets (the  "Shareholder  Servicing Fee"). The fee is accrued
daily and paid  monthly  and any  portion of the fee may be deemed to be used by
the  Distributor for purposes of distribution of Fund shares and for payments to
Participating Organizations with respect to servicing their clients or customers
who are shareholders of the Fund.

The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the  Manager  and  Distributor  in  carrying  out  their  obligations  under the
Shareholder Servicing Agreement and (ii) preparing,  printing and delivering the
Fund's  prospectus  to  existing  shareholders  of the  Fund and  preparing  and
printing subscription application forms for shareholder accounts.

   
The Plan  provides that the Manager may make payments from time to time from its
own  resources,  which may include the  Management  Fee and past profits for the
following  purposes:  (i) to  defray  the costs of,  and to  compensate  others,
including Participating Organizations with whom the Distributor has entered into
written   agreements,   for   performing   shareholder   servicing  and  related
administrative  functions  on  behalf of the Fund;  (ii) to  compensate  certain
Participating  Organizations for providing assistance in distributing the Fund's
shares;  and (iii) to pay the costs of  printing  and  distributing  the  Fund's
prospectus to  prospective  investors and to defray the cost of the  preparation
and  printing  of  brochures  and  other  promotional  materials,   mailings  to
prospective  shareholders,   advertising,   and  other  promotional  activities,
including the salaries and/or  commissions of sales personnel in connection with
the distribution of the Fund's shares. The Distributor may also make payments


                                       16
<PAGE>


from time to time from its own  resources,  which may  include  the  Shareholder
Servicing Fee and past profits,  for the purposes  enumerated in (i) above.  The
Manager and the Distributor may make payments to Participating Organizations for
providing  certain of such services up to a maximum of (on an annualized  basis)
 .40% of the  average  daily net asset value of the shares  serviced  through the
Participating  Organization.  However,  the Distributor in its sole  discretion,
will  determine the amount of such payments made pursuant to the Plan,  provided
that such  payments  will not  increase the amount which the Fund is required to
pay to the Manager and the  Distributor for any fiscal year under the Investment
Management  Contract,  the  Shareholder  Servicing  Agreement in effect for that
year.

For the fiscal year ended January 31, 1996,  the total amount spent  pursuant to
the Plan was .38% of the average  daily net assets of the Fund, of which .20% of
the average  daily net assets was paid by the Fund to the  Manager,  pursuant to
the  Shareholder  Servicing  Agreement  and an amount  representing  .18% of the
average  daily  net  assets  was paid by the  Manager  (which  may be  deemed an
indirect payment by the Fund).
    

FEDERAL INCOME TAXES

The Fund has elected to qualify under the Code as a regulated investment company
that distributes  "exempt-interest dividends" as defined in the Code. The Fund's
policy is to distribute  as dividends  each year 100% (and in no event less than
90%) of its  tax-exempt  interest  income,  net of certain  deductions,  and its
investment  company taxable income (if any). If  distributions  are made in this
manner,  dividends  designated as derived from the interest  earned on Municipal
Obligations  are  "exempt-interest  dividends"  and are not  subject  to regular
Federal income tax although such  "exempt-interest  dividends" may be subject to
Federal alternative minimum tax. Dividends paid from taxable income, if any, and
distributions of any realized  short-term capital gains (whether from tax-exempt
or taxable  obligations)  are taxable to  shareholders  as  ordinary  income for
Federal  income  tax  purposes,  whether  received  in  cash  or  reinvested  in
additional  shares of the Fund.  The Fund does not expect to  realize  long-term
capital  gains,  and  thus  does  not  contemplate  distributing  "capital  gain
dividends" or having undistributed capital gain income within the meaning of the
Code. The Fund will inform  shareholders  of the amount and nature of its income
and gains in a written  notice  mailed to  shareholders  not later  than 60 days
after the close of the Fund's  taxable  year.  For Social  Security  recipients,
interest on tax-exempt bonds,  including  tax-exempt  interest dividends paid by
the Fund, is to be added to adjusted  gross income for purposes of computing the
amount of Social  Security  benefits  includible  in gross  income.  The Revenue
Reconciliation  Act of 1993  (P.L.  103-66)  and other  recent  tax  legislation
affects many of the Federal tax aspects of Municipal  Obligations and makes many
important  changes to the Federal  income tax system,  including  an increase in
marginal  tax rates.  In addition to these  changes,  the Tax Reform Act of 1986
(P.L. 99-514) limited the annual amount of many types of tax-exempt bonds that a
state may issue and revised  current  arbitrage  restrictions.  P.L. 99-514 also
provided that interest on certain "private  activity bonds"  (generally,  a bond
issue in which  more than 10% of the  proceeds  are used for a  non-governmental
trade or business  and which meets the private  security or payment  test,  or a
bond issue which meets the private loan  financing  test) issued after August 7,
1986  will  constitute  an  item of tax  preference  subject  to the  individual
alternative  minimum tax and P.L. 103-66  increases the alternative  minimum tax
rate for taxpayers other than corporations to up to 28%.  Further,  corporations
will be required to include in alternative  minimum taxable  income,  75% of the
amount by which their adjusted current earnings (including generally, tax-exempt
interest) exceeds their alternative  minimum taxable income (determined  without
this item).  In  addition,  in certain  cases  Subchapter  S  corporations  with
accumulated  earnings and profits  from  Subchapter C years will be subject to a
tax on "passive investment income," including tax-exempt interest.


                                       17
<PAGE>


   
Interest on certain "private activity bonds"  (generally,  a bond issue in which
more than 10% of the proceeds are used for a non-governmental  trade or business
and which meets the  private  security  or payment  test,  or a bond issue which
meets  the  private  loan  financing  test)  issued  after  August  7, 1986 will
constitue  an item  of tax  preference  subject  to the  individual  alternative
minimum tax.
    

With  respect to  variable  rate  demand  instruments,  including  participation
certificates  therein,  the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund,  that it will be treated for Federal income tax purposes as
the owner thereof and that the interest on the underlying Municipal  Obligations
will be tax-exempt  from Federal  income taxes to the Fund.  Counsel has pointed
out that the Internal  Revenue Service has announced that it will not ordinarily
issue  advance  rulings  on the  question  of the  ownership  of  securities  or
participation  interests  therein  subject to a put and could reach a conclusion
different  from that  reached by counsel.  (See  "Federal  Income  Taxes" in the
Statement of Additional Information.)

In South  Carolina  v.  Baker,  the U.S.  Supreme  Court  held that the  Federal
government  may  constitutionally  require  states to register  bonds which they
issue  and  may  subject  the  interest  on such  bonds  to  Federal  tax if not
registered,  and  the  Court  further  held  that  there  is  no  constitutional
prohibition  against the Federal  government taxing the interest earned on state
or other municipal  bonds.  The Supreme Court decision  affirms the authority of
the Federal  government  to regulate  and  control  bonds such as the  Municipal
Obligations and to tax such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.

CONNECTICUT INCOME TAXES

The  designation  of all or a  portion  of a  dividend  paid  by the  Fund as an
"exempt-interest  dividend"  under the Code does not  necessarily  result in the
exemption  of such amount  from tax under the laws of any state or local  taxing
authority.  However, in the opinion of Day, Berry & Howard,  special Connecticut
tax  counsel to the Fund,  exempt-interest  dividends  correctly  designated  as
derived  from  Connecticut  Municipal  Obligations  received by the Fund are not
subject to the Connecticut Personal Income Tax.

   
Exempt-interest  dividends  that  are not  derived  from  Connecticut  Municipal
Obligations  and any other  dividends  of the Fund that are  treated as ordinary
income for Federal  income tax purposes are  includible in a taxpayer's tax base
for the purposes of the Connecticut Personal Income Tax.
    

While  capital gain  dividends  are not  anticipated  by the Fund,  capital gain
dividends and amounts,  if any, in respect of  undistributed  long-term  capital
gains of the Fund would be includible  in a taxpayer's  tax base for purposes of
the Connecticut Personal Income Tax, as would gains, if any, recognized upon the
redemption,  sale,  or exchange of shares of the Fund,  except that capital gain
dividends  derived  from  obligations  issued  by or on  behalf  of the State of
Connecticut, its political subdivisions, or any public instrumentality, state or
local authority, district or similar public entity created under Connecticut law
are not subject to the tax.

Exempt-interest  dividends,  other than those derived from Connecticut Municipal
Obligations, are subject to the net Connecticut minimum tax.

   
All exempt-interest dividends are includible in gross income for purposes of the
Connecticut  Corporation  Business  Tax payable by  corporations.  However,  the
Corporation  Business Tax allows a deduction for a portion of amounts includible
in gross income  thereunder  to the extent they are treated as  dividends  other
than exempt-interest  dividends or capital gain dividends for Federal income tax
purposes, but


                                       18
<PAGE>


disallows deductions for expenses related to such amounts.
    

Shareholders  are  urged to  consult  their tax  advisors  with  respect  to the
treatment of distributions from the Fund in their own states and localities.

GENERAL INFORMATION

The Fund was incorporated  under the laws of the State of Maryland on March
8, 1985 and it is registered  with the Securities  and Exchange  Commission as a
non-diversified, open-end management investment company.

The Fund prepares semi-annual unaudited and annual audited reports which include
a list  of  investment  securities  held  by the  Fund  and  which  are  sent to
shareholders.

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's shareholders.  This is because the By-Laws of the Fund provide for annual
meetings only (a) for the election of directors, (b) for approval of the revised
investment  advisory  contracts with respect to a particular  class or series of
stock, (c) for approval of revisions to the Fund's  distribution  agreement with
respect  to a  particular  class or series of  stock,  and (d) upon the  written
request of holders or shares entitled to cast not less than 25% of all the votes
entitled to be cast at such meeting.  Annual and other  meetings may be required
with respect to such additional  matters relating to the Fund as may be required
by the 1940 Act  including  the removal of Fund  director(s)  and  communication
among  shareholders,  any  registration  of the  Fund  with the  Securities  and
Exchange  Commission or any state, or as the Directors may consider necessary or
desirable.  Each  Director  serves  until the next  meeting of the  shareholders
called  for the  purpose of  considering  the  election  or  reelection  of such
Director  or of a  successor  to such  Director,  and  until  the  election  and
qualification of his or her successor,  elected at such a meeting, or until such
Director  sooner  dies,  resigns,  retires  or is  removed  by the  vote  of the
shareholders.

For further  information with respect to the Fund and the shares offered hereby,
reference is made to the Fund's registration statement filed with the Securities
and Exchange  Commission,  including  the  exhibits  thereto.  The  Registration
Statement  and the  exhibits  thereto  may be  examined  at the  Securities  and
Exchange  Commission  and copies thereof may be obtained upon payment of certain
duplicating fees.

NET ASSET VALUE

The net asset value of the Fund's shares is  determined as of 12 noon,  New York
City time, on each Fund Business Day. Fund Business Day means  weekdays  (Monday
through  Friday)  except  customary  business  holidays and Good  Friday.  It is
computed by dividing the value of the Fund's net assets (i.e.,  the value of its
securities and other assets less its liabilities,  including expenses payable or
accrued but  excluding  capital stock and surplus) by the total number of shares
outstanding.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of  Directors  will  consider  whether  any  action  should be  initiated.
Although the  amortized  cost method  provides  certainty in  valuation,  it may
result in periods  during  which the value of an  instrument  is higher or lower
than the price an investment  company would receive if the instrument were sold.
The Fund  intends  to  maintain  a stable  net  asset  value at $1.00  per share
although there can be no assurance that this will be achieved.


                                       19
<PAGE>

CUSTODIAN AND TRANSFER AGENT

   
Investors Fiduciary Trust Company,  127 West 10th Street,  Kansas City, Missouri
64105,  is custodian for the Fund's cash and  securities.  Reich & Tang Services
L.P.,  600 Fifth Avenue,  New York,  New York 10020,  is the transfer  agent and
dividend  agent for the  shares  of the  Fund.  The  Fund's  transfer  agent and
custodian do not assist in, and are not responsible  for,  investment  decisions
involving assets of the Fund.
    












                                       20







<PAGE>


                          TABLE OF CONTENTS


   
Table of Fees and Expenses..........................2
Selected Financial Information......................2
Introduction........................................3          CONNECTICUT
Investment Objectives,                                         DAILY TAX 
     Policies and Risks.............................4          FREE INCOME
Connecticut Risk Factors............................7          FUND,  INC.
Management of the Fund..............................7
Description of Common Stock.........................8
Dividends and Distributions.........................9
How to Purchase and Redeem Shares...................9
Investments Through
   Participating Organizations......................10
Direct Purchase and
   Redemption Procedures............................11        PROSPECTUS
   Initial Purchases of Shares......................12        MAY 31, 1996
   Subsequent Purchases of Shares...................13
   Redemption of Shares.............................13
   Exchange Privilege...............................14
   Specified Amount Automatic
           Withdrawal Plan..........................14
Distribution and Service Plan.......................16
Federal Income Taxes................................17
Connecticut Income Taxes............................18
General Information.................................19
Net Asset Value.....................................19
Custodian and Transfer Agent........................20
    


<PAGE>


- --------------------------------------------------------------------------------
VISTA SELECT SHARES OF                                 VISTA SERVICE CENTER
CONNECTICUT                                            P.O. BOX 419392
DAILY TAX FREE                                         KANSAS CITY MISSOURI
INCOME FUND, INC.                                      1-800-34-VISTA
================================================================================
   
PROSPECTUS
May 31, 1996
    

Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management company that is a short-term,  tax-exempt money market fund
whose  investment  objectives  are to seek as high a level  of  current  income,
exempt from Federal  income taxes and to the extent  possible  from  Connecticut
personal  income taxes,  as is believed to be consistent  with  preservation  of
capital,  maintenance of liquidity and stability of principal.  No assurance can
be given  that  these  objectives  will be  achieved.  This  Prospectus  relates
exclusively to the Vista Select shares class of the Fund.

This  Prospectus  sets  forth  concisely  the  information  about  the Fund that
prospective  investors will find helpful in making their  investment  decisions.
Investors  should  read this  Prospectus  and  retain it for  future  reference.
Additional  information  about the Fund has been filed with the  Securities  and
Exchange  Commission and is available upon request and without charge by calling
or writing  the Fund at the address or  telephone  number set forth  above.  The
"Statement of Additional Information" bears the same date as this Prospectus and
is incorporated by reference into this Prospectus in its entirety.

   
Reich & Tang Asset  Management  L.P.  acts as Manager of the Fund and  Reich
&Tang  Distributors L.P. acts as Distributor of the Fund's shares.  Reich & Tang
Asset  Management  L.P.  is  a  registered  investment  advisor.  Reich  &  Tang
Distributors  L.P.  is a  registered  broker-dealer  and member of the  National
Association of Securities Dealers, Inc.
    

Investors  should be aware that the Vista  Select  shares  may not be  purchased
other than through  certain  securities  dealers  with whom Vista  Broker-Dealer
Services,  Inc. ("VBDS") has entered into agreements for this purpose,  directly
from VBDS or through certain  "Participating  Organizations"  (see  "Investments
Through Participating Organizations") with whom they have accounts. Vista Select
shares  have been  created for the primary  purpose of  providing a  Connecticut
tax-free money market fund product for shareholders of certain funds distributed
by VBDS.  Shares of the Fund other  than the Vista  Select  shares  are  offered
pursuant to a separate prospectus.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES
GOVERNMENT.  THE FUND  INTENDS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE ALTHOUGH THERE CAN BE NO ASSURANCE THAT THIS VALUE WILL BE MAINTAINED.

SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL  DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

  THIS PROSPECTUS SHOULD BE READ ANDRETAINED BY INVESTORS FOR FUTURE REFERENCE.

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------


<PAGE>


<TABLE>
<CAPTION>
                           TABLE OF FEES AND EXPENSES

Annual Fund Operating Expenses
(as a percentage of average net assets)

   
                   <S>                                            <C>    <C>
                  Management Fees                                        .30%
                  12b-1 Fees                                             .20%
                  Other Expenses                                         .41%
                        Administration Fees-After Fee Waiver     .18%    ____
                  Total Fund Operating Expenses                          .91%

<S>                                                        <C>            <C>           <C>            <C>     
Example                                                    1 year         3 years       5 years        10 years
- -------                                                    ------         -------       -------        --------
        You would pay the following expenses on a $1,000
        investment, assuming 5% annual return
        (cumulative through the end of each year)            $9            $29            $50            $112

The purpose of the above fee table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein. The Manager has voluntarily waived a
portion of the Administration  Fees; absent such waiver the Administration  Fees
would have been .20%. and Total Fund Operating Expenses would have been .94%. As
of December 1, 1995,  however,  the  Administration Fee was changed to .21%. THE
FIGURES  REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A  REPRESENTATION
OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.
    
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         SELECTED FINANCIAL INFORMATION

The following  selected  financial  information  of  Connecticut  Daily Tax Free
Income  Fund,  Inc. has been  audited by  McGladrey & Pullen,  LLP,  Independent
Certified Public  Accountants,  whose report thereon appears in the Statement of
Additional Information.
   

                                                              Year Ended January 31,
<S>                                       <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C> 
                                          1996     1995     1994    1993     1992     1991     1990     1989     1988     1987
                                          ----     ----     ----    ----     ----     ----     ----     ----     ----     ----

Per Share Operating Performance:
(for a share outstanding throughout the period)

Net asset value, beginning of period     $1.0000  $1.0000  $1.0000  $1.0000   $1.0000 $1.0000 $1.0000 $1.0000  $1.0000  $1.0000
                                         -------  -------  -------  -------   ------- ------- ------- -------  -------  -------  
Income from investment operations:
  Net investment income.....              0.0300   0.0230   0.0170   0.0210   0.0350  0.0490   0.0540   0.0440   0.0380  0.0380
Less distributions:
Dividends from net investment income     (0.0300) (0.0230) (0.0170) (0.0210) (0.0350)(0.0490) (0.0540) (0.0440) (0.0380)(0.0380)
                                          -------  -------  -------  ------- -------  -------  -------  -------  ------- -------
Net asset value, end of period           $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000
                                         =======  =======  =======  ======= ======== =======  =======  =======  =======  =======
Total Return................              3.02%    2.29%    1.70%    2.12%   3.56%    5.01%    5.58%    4.53%   3.90%    3.88%

Ratios/Supplemental Data

Net assets, end of
  period (000's omitted)               $105,826  $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638 $248,193
Ratios to average net assets:
  Expenses..................              .91%+    .88%    0.87%    0.86%+   0.79%   0.80%    0.78%    0.79%    0.76%+   0.75%+
  Net investment income.....             2.96%+   2.25%    1.68%    2.14%+   3.51%   4.92%    5.44%    4.44%    3.83%+   3.75%+

+  Net of management,  shareholder  servicing  and  administration  fees  waived
   equivalent to .03%, .06%, .03% and .09% of average net assets, respectively.
    
</TABLE>


                                       2
<PAGE>

INTRODUCTION


   
Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market fund whose  investment  objectives are to seek as high a level of current
income,  exempt under  current law from  Federal  income taxes and to the extent
possible from Connecticut personal income taxes, as is believed to be consistent
with  preservation  of  capital,  maintenance  of  liquidity  and  stability  of
principal by investing principally in short-term,  high quality debt obligations
of the State of Connecticut, its political subdivisions, and certain possessions
and  territories  of the United  States,  the  interest  on which is exempt from
Federal income tax under section 103 of the Internal  Revenue Code (the "Code"),
as described under "Investment Objectives,  Policies and Risks" herein. The Fund
also may invest in  municipal  securities  of issuers  located in  jurisdictions
other than Connecticut, the interest income on which will be exempt from Federal
income  tax,  but will be  subject  to  Connecticut  personal  income  taxes for
Connecticut residents. The Fund seeks to maintain an investment portfolio with a
dollar-weighted average maturity of 90 days or less, and to value its investment
portfolio at  amortized  cost and maintain a net asset value of $1.00 per share.
The Fund intends to invest all of its assets in tax-exempt obligations; however,
it  reserves  the right to  invest  up to 20% of the value of its net  assets in
taxable  obligations.  This is a summary  of the Fund's  fundamental  investment
policies which are set forth in full under "Investment Objectives,  Policies and
Risks"  herein and in the  Statement of  Additional  Information  and may not be
changed  without  approval of a majority of the Fund's  outstanding  shares.  No
assurance can be given that these objectives will be achieved.

The  Fund's  investment  advisor  is Reich & Tang  Asset  Management  L.P.  (the
"Manager"), which is a registered investment advisor and which currently acts as
manager  or  administrator  to  fifteen  other  open-end  management  investment
companies.  The Fund's shares are distributed  through Reich & Tang Distributors
L.P.  (the  "Distributor"),  with whom the Fund has entered into a  Distribution
Agreement  and a  Shareholder  Servicing  Agreement  pursuant to the Fund's plan
adopted under Rule 12b-1 (the "Rule") under the Investment  Company Act of 1940,
as amended, (the "1940 Act"). (See "Distribution and Service Plan".)
    

On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund
Business Day"),  investors may, without charge by the Fund,  purchase and redeem
shares of the Fund's common stock at their net asset value next determined after
receipt of the order.  An investor's  purchase  order will be accepted after the
payment is  converted  into Federal  funds,  and shares will be issued as of the
Fund's next net asset value  determination which is made as of 12 noon, New York
City time, on each Fund  Business Day. (See "How to Purchase and Redeem  Shares"
and "Net  Asset  Value"  herein.)  Dividends  from  accumulated  net  income are
declared by the Fund on each Fund Business Day. The Fund generally pays interest
dividends  monthly.  Net capital  gains,  if any, will be  distributed  at least
annually  and in no event  later than within 60 days after the end of the Fund's
fiscal year. All dividends and  distributions of capital gains are automatically
invested in additional  shares of the Fund unless a  shareholder  has elected by
written notice to the Fund to receive either of such distributions in cash. (See
"Dividends and Distributions" herein.)

TheFund   intends  that  its  investment   portfolio  will  be  concentrated  in
Connecticut Municipal Obligations and bank participation certificates therein. A
summary of special risk factors  affecting the State of Connecticut is set forth
under  "Connecticut  Risk  Factors"  herein and in the  Statement of  Additional
Information.  Investment in the Fund should be made with an understanding of the
risks which an  investment  in  Connecticut  Municipal  Obligations  may entail.
Payment  of  interest  and  preservation  of  capital  are  dependent  upon  the
continuing  ability of Connecticut  issuers and/or obligors of state,  municipal
and public  authority  debt  obligations to meet their  obligations  thereunder.
Investors  should consider the greater risk of the Fund's  concentration  versus
the safety


                                        3
<PAGE>


that  comes  with  a less  concentrated  portfolio  and  should  compare  yields
available on portfolios  of  Connecticut  issues with those of more  diversified
portfolios  including  out-of-state issues before making an investment decision.
The Fund's Board of Directors is authorized  to divide the unissued  shares into
separate  series  of  stock,  one for  each of the  Fund's  separate  investment
portfolios that may be created in the future.

Vista  Select  shares have been  created for the primary  purpose of providing a
Connecticut tax-free money market fund product for investors who purchase shares
directly from VBDS,  through  dealers with whom VBDS has entered into agreements
for  this  purpose,  or  through  certain  "Participating   Organizations"  (see
"Investments Through  Participating  Organizations"  herein) with whom they have
accounts or who acquire  Vista Select  shares  through the exchange of shares of
certain other investment companies as hereinafter described. Vista Select shares
are  identical  to other  shares of the Fund,  which are  offered  pursuant to a
separate prospectus, with respect to investment objectives and yield, but differ
with respect to certain other matters. For example,  shareholders who hold other
shares  of the Fund may not  participate  in the  exchange  privilege  described
herein and have different arrangements for redemptions by check.

INVESTMENT OBJECTIVES,
POLICIES AND RISKS

The Fund is a non-diversified,  open-end management investment company that is a
short-term, tax-exempt money market fund whose investment objectives are to seek
as high a level of current  income,  exempt from Federal income taxes and to the
extent  possible  from  Connecticut  personal  income  taxes  (the  "Connecticut
Personal  Income Tax"),  as is believed to be consistent  with  preservation  of
capital,  maintenance  of liquidity and stability of principal.  There can be no
assurance that the Fund will achieve its investment objectives.

The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of  Connecticut,  other states,  territories
and  possessions  of  the  United  States,  and  their  authorities,   agencies,
instrumentalities and political  subdivisions,  the interest on which is, in the
opinion of bond counsel at the date of issuance,  currently  exempt from Federal
income taxation ("Municipal  Obligations") and in participation  certificates in
Municipal  Obligations  purchased  from  banks,  insurance  companies  or  other
financial  institutions.  Dividends paid by the Fund which are  "exempt-interest
dividends"  by virtue of being  properly  designated  as derived from  Municipal
Obligations  and  participation  certificates in Municipal  Obligations  will be
exempt from Federal income tax provided the Fund complies with Section 852(b)(5)
of Subchapter M of the Code.

Although the Supreme  Court has  determined  that  Congress has the authority to
subject  the  interest  on bonds such as the  Municipal  Obligations  to regular
Federal  income  taxation,  existing law  excludes  such  interest  from regular
Federal income tax. However,  "exempt-interest  dividends" may be subject to the
Federal   alternative   minimum  tax.  (See  "Federal   Income  Taxes"  herein.)
Exempt-interest  dividends paid by the Fund correctly identified as derived from
obligations  issued by or on behalf of the State of Connecticut or any political
subdivision  thereof,  or  public  instrumentality,  state or  local  authority,
district,  or  similar  public  entity  created  under  the laws of the State of
Connecticut or from  obligations  (such as certain  obligations  issued by or on
behalf of possessions or territories of the United States) the interest on which
Federal  law   prohibits   the  states  from  taxing   ("Connecticut   Municipal
Obligations")  will be exempt from the  Connecticut  Personal  Income Tax.  (See
"Connecticut Income Taxes" herein.) To the extent suitable Connecticut Municipal
Obligations  are not available for investment by the Fund, the Fund may purchase
Municipal   Obligations   issued   by   other   states,   their   agencies   and
instrumentalities or other obligations, the dividends designated as derived from
interest  income on which  will be exempt  from  Federal  income tax but will be
subject to the Connecticut Personal Income Tax. However, except as a


                                       4
<PAGE>


temporary  defensive  measure  during  periods of adverse  market  conditions as
determined  by the  Manager,  the Fund will invest at least 65% of its assets in
Connecticut Municipal  Obligations,  the exempt-interest  dividends derived from
which are exempt from the Connecticut  Personal  Income Tax,  although the exact
amount of the Fund's assets  invested in such  securities will vary from time to
time. The Fund's investments may include  "when-issued"  Municipal  Obligations,
stand-by commitments and taxable repurchase  agreements.  Although the Fund will
attempt to invest 100% of its assets in Municipal Obligations, the Fund reserves
the right to invest  up to 20% of the value of its total  assets in  securities,
the interest income on which is subject to Federal,  state and local income tax.
The Fund  expects  to  invest  more  than  25% of its  assets  in  participation
certificates  purchased  from  banks  in  industrial  revenue  bonds  and  other
Connecticut Municipal Obligations.

   
In  view  of  this   "concentration"  in  bank  participation   certificates  in
Connecticut Municipal Obligations, an investment in the Fund should be made with
an  understanding of the  characteristics  of the banking industry and the risks
which such an  investment  may  entail,  which  include  extensive  governmental
regulation,  changes in the  availability and cost of capital funds, and general
economic  conditions.  (See "Variable Rate Demand  Instruments and Participation
Certificates"  in the  Statement  of  Additional  Information.)  The  investment
objectives of the Fund  described in this  paragraph  may not be changed  unless
approved by the holders of a majority of the outstanding shares of the Fund that
would  be  affected  by such a  change.  As used in this  Prospectus,  the  term
"majority of the outstanding shares" of the Fund means,  respectively,  the vote
of the lesser of (i) 67% or more of the shares of the Fund present at a meeting,
if the  holders  of more  than  50% of the  outstanding  shares  of the Fund are
present or represented by proxy or (ii) more than 50% of the outstanding  shares
of the Fund.

The Fund may only purchase  Municipal  Obligations  that have been determined by
the Fund's  Board of  Directors  to present  minimal  credit  risks and that are
Eligible  Securities at the time of  acquisition.  The term Eligible  Securities
means (i) Municipal  Obligations  with remaining  maturities of 397 days or less
and rated in the two highest  short-term rating categories by any two nationally
recognized statistical rating organizations  ("NRSROs") or in such categories by
the only  NRSRO  that has rated the  Municipal  Obligations  (collectively,  the
"Requisite  NRSROs")  (acquisition in the latter situation must also be ratified
by the Board of Directors); (ii) Municipal Obligations with remaining maturities
of 397 days or less but that at the time of issuance were  long-term  securities
(i.e., with maturities greater than 366 days) and whose issuer has received from
the Requisite NRSROs a rating with respect to comparable  short-term debt in the
two highest short-term rating categories and (iii) unrated Municipal Obligations
determined by the Fund's Board of Directors to be of comparable  quality.  Where
the  issuer of a  long-term  security  with a  remaining  maturity  which  would
otherwise  qualify it as an Eligible  Security,  does not have rated  short-term
debt  outstanding,  the long-term  security is treated as unrated but may not be
purchased  if it has a  long-term  rating  from any NRSRO  that is below the two
highest long-term  categories.  A determination of comparability by the Board of
Directors is made on the basis of its credit evaluation of the issuer, which may
include an  evaluation  of a letter of  credit,  guarantee,  insurance  or other
credit facility issued in support of the Municipal  Obligations or participation
certificates.   (See  "Variable  Rate  Demand   Instruments  and   Participation
Certificates"  in the  Statement  of  Additional  Information.)  While there are
several  organizations  that currently qualify as NRSROs, two examples of NRSROs
are Standard & Poor's Corporation  ("S&P") and Moody's Investors  Service,  Inc.
("Moody's").  The two  highest  ratings by S&P and Moody's are "AAA" and "AA" by
S&P in the case of long-term bonds and notes or "Aaa" and "Aa" by Moody's in the
case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by Moody's in the
case of notes;  "A-1" and "A-2" by S&P or "Prime-1"  and "Prime-2" by Moody's in
the case of  tax-exempt  commercial  paper.  The  highest  rating in the case of
variable and floating  demand notes is "VMIG-1" by Moody's and "SP-1/AA" by S&P.
Such instruments may


                                       5
<PAGE>


produce  a  lower  yield  than  would  be  available   from  less  highly  rated
instruments. The Fund's Board of Directors has determined that obligations which
are backed by the credit of the Federal government (the interest on which is not
exempt  from  Federal  income  taxation)  will be  considered  to have a  rating
equivalent to Moody's "Aaa".
    

Subsequent to its purchase by the Fund,  the quality of an investment  may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs,  the Board of Directors of the Fund shall  reassess
promptly whether the security  presents minimal credit risks and shall cause the
Fund to take such  action as the Board of  Directors  determines  is in the best
interest of the Fund and its shareholders. However, reassessment is not required
if the  security  is disposed of or matures  within  five  business  days of the
Manager  becoming aware of the new rating and provided further that the Board of
Directors is subsequently notified of the Manager's actions.

In addition, in the event that a security (1) is in default, (2) ceases to be an
eligible  investment  under Rule 2a-7 or (3) is determined to no longer  present
minimal  credit  risks,   the  Fund  will  dispose  of  the  security  absent  a
determination  by the Fund's  Board of Directors  that  disposal of the security
would not be in the best  interests of the Fund.  In the event that the security
is disposed of it shall be disposed of as soon as  practicable  consistent  with
achieving  an orderly  disposition  by sale,  exercise of any demand  feature or
otherwise.  In  the  event  of  a  default  with  respect  to a  security  which
immediately  before default  accounted for 1/2 of 1% or more of the Fund's total
assets, the Fund shall promptly notify the Securities and Exchange Commission of
such fact and of the  actions  that the Fund  intends to take in response to the
situation.

   
In view of the "concentration" of the Fund in bank participation certificates in
Connecticut  Municipal  Obligations,  which may be  secured  by bank  letters of
credit  or  guarantees,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail which include extensive  governmental  regulation,
changes in the  availability  and cost of  capital  funds and  general  economic
condition.   (See   "Variable   Rate  Demand   Instruments   and   Participation
Certificates" in the Statement of Additional  Information.) Banks are subject to
extensive governmental regulations which may limit both the amounts and types of
loans and other 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  operations under prevailing money market  conditions.  Also,
general  economic  conditions  play an important  part in the operations 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.  The Fund may invest 25% or more of the net assets of
any  portfolio  in  securities  that are related in such a way that an economic,
business or political  development  or change  affecting  one of the  securities
would also affect the other securities  including,  for example,  securities the
interest  upon  which  is paid  from  revenues  of  similar  type  projects,  or
securities the issuers of which are located in the same state.
    

All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund's
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.

   
As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory restriction under the 1940 Act with respect to investing its assets in
one or relatively  few issuers.  This  non-diversification  may present  greater
risks than in the case of a diversified  company.  However,  the Fund intends to
qualify as a "regulated  investment


                                       6
<PAGE>


company" under Subchapter M of the Code. The Fund will be restricted in that, at
the close of each quarter of the taxable  year, at least 50% of the value of its
total assets must be  represented  by cash,  Government  securities,  investment
company  securities and other securities limited in respect of any one issuer to
not more than 5% in value of the  total  assets of the Fund and to not more than
10% of the outstanding  voting securities of such issuers.  In addition,  at the
close of each  quarter of its  taxable  year,  not more than 25% in value of the
Fund's  total  assets may be invested  in  securities  of one issuer  other than
government  securities.  The  limitations  described in this  paragraph  are not
fundamental  policies and may be revised to the extent applicable Federal income
tax requirements are revised. (See "Federal Income Taxes" herein.)

The  primary  purpose of  investing  in a  portfolio  of  Connecticut  Municipal
Obligations  is  the  special  tax  treatment  accorded   Connecticut   resident
individual investors. However, payment of interest and preservation of principal
is  dependent  upon the  continuing  ability of the issuers  and/or  obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.   Investors   should   consider  the  greater  risk  of  the  Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should  compare  yields  available on  portfolios  of  Connecticut
issues with those of more diversified  portfolios including  out-of-state issues
before making an investment  decision.  The Fund's  management  believes that by
maintaining the Fund's investment portfolio in liquid, short-term,  high quality
investments, including participation certificates and other variable rate demand
instruments  that  have  high  quality  credit  support  from  banks,  insurance
companies or other financial  institutions,  the Fund is largely  insulated from
the credit risks that may exist on long-term Connecticut Municipal  Obligations.
For  additional  information,  please  refer  to  the  Statement  of  Additional
Information.

CONNECTICUT RISK FACTORS

Because of the Fund's  concentration  in investments  in  Connecticut  Municipal
Obligations,  the safety of an investment in the Fund will depend importantly on
the  financial  strength of  Connecticut  and its  political  subdivisions.  The
Connecticut  economy  relies in part on  activities  that have been  subject  to
cyclical  change,  and the State is now in a recession the depth and duration of
which are  uncertain.  The State's  General Fund ran operating  deficits for the
four fiscal years ended June 30, 1991, and accumulated an unappropriated deficit
of $965,712,000.  While the State's General Fund ran operating surpluses for the
four fiscal years ended June 30, 1995,  largely  because of the enactment of the
Connecticut  Personal Income Tax,  contractions in defense and other  industries
are adversely  affecting  Connecticut's  economy,  and  unemployment and poverty
plague  some of its cities and towns.  There can be no  assurance  that  general
economic difficulties or the financial circumstances of Connecticut or its towns
and cities will not adversely  affect the market value of their  obligations  or
the ability of the obligors to pay debt service on such obligations.

MANAGEMENT OF THE FUND

The Fund's Board of Directors  which is responsible  for the overall  management
and  supervision of the Fund, has employed  Reich & Tang Asset  Management  L.P.
("the Manager") to serve as investment manager of the Fund. The Manager provides
persons  satisfactory  to the Fund's  Board of Directors to serve as officers of
the Fund. Such officers, as well as certain other employees and directors of the
Fund, may be directors or officers of Reich & Tang Asset  Management,  Inc., the
sole  general  partner  of the  Manager,  or  employees  of the  Manager  or its
affiliates. Due to the services performed by the Manager, the Fund currently has
no  employees  and its  officers  are not  required to devote  full-time  to the
affairs of the Fund. The Statement of Additional  Information  contains  general
background  information  regarding  each director and  principal  officer of the
Fund.

The Manager is a Delaware  limited  partnership with its principal office at 600
Fifth  Avenue,  New York,  New York  10020.  The  Manager  was at April 30, 1996
investment manager,  advisor or supervisor with respect to assets aggregating in
excess of


                                        7
<PAGE>


$9.1 billion. The Manager acts as investment manager or administrator of fifteen
other  registered   investment   companies  and  also  advises  pension  trusts,
profit-sharing trusts and endowments.

New England Investment  Companies,  L.P.  ("NEICLP") is the limited partner
and owner of a 99.5% interest in the newly created limited partnership,  Reich &
Tang Asset Management L.P., the Manager. Reich & Tang Asset Management,  Inc. (a
wholly-owned  subsidiary  of NEICLP)  is the  general  partner  and owner of the
remaining .5% interest of the Manager.  Reich & Tang Asset  Management  L.P. has
succeeded NEICLP as the Manager of the Fund.

New England Investment  Companies,  Inc. ("NEIC"), a Massachusetts  corporation,
serves as the sole  general  partner  of NEICLP.  The New  England  Mutual  Life
Insurance  Company ("The New  England")  owns  approximately  55.9% of the total
partnership  units   outstanding  of  NEICLP,   and  Reich  &  Tang,  Inc.  owns
approximately 17.6% of the outstanding partnership units of NEICLP.

In addition,  NEIC is a wholly-owned  subsidiary of The New England which may be
deemed a "controlling person" of the Manager. NEIC is a holding company offering
a broad  array of  investment  styles  across a wide  range of asset  categories
through  ten  investment  advisory/management  affiliates  and two  distribution
subsidiaries.  These  include,  in addition  to the  Manager,  Loomis,  Sayles &
Company,  L.P.,  Copley Real Estate  Advisors,  Inc.,  Back Bay Advisors,  L.P.,
Marlborough Capital Advisors, L.P., Westpeak Investment Advisors, L.P., Draycott
Partners,   Ltd.,  TNE  Investment   Services,   L.P.,  New  England  Investment
Associates,  Inc., Harris Associates and an affiliate, Capital Growth Management
Limited  Partnership.  These affiliates in the aggregate are investment advisors
or managers to 42 other registered investment companies.
    

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.

   
For its services under the Investment Management Contract,  the Manager receives
from the Fund a fee  equal to .30% per  annum of the  Fund's  average  daily net
assets for managing  the Fund's  investment  portfolio  and  performing  related
services. In addition, the Distributor receives a fee equal to .20% per annum of
the Fund's average daily net assets under the Shareholder  Servicing  Agreement.
The fees are  accrued  daily and paid  monthly.  Any  portion  of the total fees
received by the Manager and the Distributor  may be used to provide  shareholder
and  administrative   services  and  for  distribution  of  Fund  shares.   (See
"Distribution and Service Plan" herein.)

Pursuant  to the  Administrative  Services  Contract  for the Fund,  the Manager
performs clerical,  accounting  supervision and office service functions for the
Fund and provides the Fund the  personnel to (i) supervise  the  performance  of
accounting and related services by Investors Fiduciary Trust Company. the Fund's
bookkeeping   agent;  (ii)  prepare  reports  to  and  filings  with  regulatory
authorities;  and (iii) perform such other services as the Fund may from time to
time  request of the  Manager.  The  personnel  rendering  such  services may be
employees of the Manager or its affiliates.  The Manager, at its discretion, may
voluntarily waive all or a portion of the  administrative  services fee. For its
services under the Administrative  Services Contract, the Manager receives a fee
equal to . 21% per annum of the Fund's average daily net assets.  Any portion of
the total  fees  received  by the  Manager  may be used to  provide  shareholder
services  and for  distribution  of Fund shares (see  "Distribution  and Service
Plan" herein).
    

DESCRIPTION OF COMMON STOCK

   
The Fund was  incorporated in Maryland on March 8, 1985. The authorized  capital
stock of the Fund consists of twenty  billion shares of stock having a par value
of  one-tenth  of one cent  ($.001) per share.  The Fund's Board of Directors is
authorized


                                       8
<PAGE>


to divide the unissued  shares into separate  series of stock,  each series
representing a separate,  additional investment portfolio.  Shares of all series
will have identical voting rights, except where, by law, certain matters must be
approved by a majority of the shares of the affected  series.  Each share of any
series of shares when issued has equal dividend,  distribution,  liquidation and
voting  rights  within the series for which it was issued,  and each  fractional
share has those rights in proportion to the percentage that the fractional share
represents of a whole share. Shares will be voted in the aggregate. There are no
conversion or preemptive  rights in connection  with any shares of the Fund. All
shares, when issued in accordance with the terms of the offering,  will be fully
paid and nonassessable.  Shares are redeemable at net asset value, at the option
of the shareholder.
    

Vista  Select  shares have been  created for the primary  purpose of providing a
Connecticut tax-free money market fund product for investors who purchase shares
directly from VBDS,  through  dealers with whom VBDS has entered into agreements
for this purpose (see "Investments Through Participating  Organizations" herein)
with whom they have  accounts or who acquire  Vista  Select  shares  through the
exchange  of  shares  of  certain  other  investment  companies  as  hereinafter
described.  Vista Select shares are identical to other shares of the Fund, which
are  offered  pursuant  to a separate  prospectus,  with  respect to  investment
objectives  and yield,  but differ with respect to certain  other  matters.  For
example,  shareholders  who hold other shares of the Fund may not participate in
the exchange  privilege  described  herein and have different  arrangements  for
redemptions by check.

   
Under its  Articles of  Incorporation  the Fund has the right to redeem for cash
shares of stock owned by any  shareholder to the extent and at such times as the
Fund's Board of Directors  determines to be necessary or  appropriate to prevent
an undue concentration of stock ownership which would cause the Fund to become a
"personal holding company" for Federal income tax purposes.  In this regard, the
Fund may also  exercise  its right to reject  purchase  orders.  As of April 30,
1996, the amount of shares owned by all officers and directors of the Fund, as a
group, was less than 1% of the outstanding shares of the Fund.

The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
directors can elect 100% of the  directors if the holders  choose to do so, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors. Unless specifically requested by an
investor who is a shareholder  of record,  the Fund does not issue  certificates
evidencing Fund shares.
    

DIVIDENDS AND DISTRIBUTIONS

The Fund declares  dividends equal to all its net investment  income  (excluding
capital gains and losses,  if any, and  amortization of market discount) on each
Fund  Business  Day and  generally  pays  dividends  monthly.  There is no fixed
dividend rate. In computing  these  dividends,  interest earned and expenses are
accrued daily.

Net realized  capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Fund's fiscal year.

All dividends and distributions of capital gains are  automatically  invested in
additional Fund shares immediately upon payment thereof unless a shareholder has
elected by written notice to the Fund to receive either of such distributions in
cash.

HOW TO PURCHASE AND REDEEM SHARES

Investors may invest in Vista Select shares through VBDS or through dealers with
whom VBDS has entered into  agreements for this purpose as described  herein and
those who have accounts with Participating Organizations may invest in the Vista
Select shares through their  Participating  Organizations in accordance with the
procedures  established by the  Participating  Organizations.  (See "Investments
Through Participating  Organizations" herein.) The minimum initial investment in
the Vista Select shares is $2,500. Initial investments may be made in any amount
in excess of the applicable minimums.


                                       9
<PAGE>


The minimum amount for subsequent investments is $100.

   
The Fund sells and redeems its shares on a  continuing  basis at their net asset
value  and  does not  impose  a charge  for  either  sales or  redemptions.  All
transactions in Fund shares are effected through the Fund's transfer agent which
accepts orders for purchases and redemptions from  Participating  Organizations,
VBDS,  and from  dealers  with whom VBDS has entered  into  agreements  for this
purpose.

In order to maximize earnings on its portfolio, the Fund normally has its assets
as fully invested as is  practicable.  Many securities in which the Fund invests
require immediate settlement in funds of Federal Reserve member banks on deposit
at a Federal Reserve Bank (commonly known as "Federal Funds").  Accordingly, the
Fund does not accept a subscription or invest an investor's payment in portfolio
securities until the payment has been converted into Federal Funds.

Shares  will be issued as of the first  determination  of the  Fund's  net asset
value per share made after  acceptance of the  investor's  purchase order at the
net asset value per share next  determined  after receipt of the purchase order.
Shares begin accruing income  dividends on the day they are purchased.  The Fund
reserves the right to reject any subscription for its shares.

Shares are issued as of 12 noon, New York City time, on any Fund Business Day as
defined herein on which an order for the shares and  accompanying  Federal Funds
are received by the Fund's transfer agent before 12 noon. Orders  accompanied by
Federal Funds and received after 12 noon, New York City time, on a Fund Business
Day will not result in share  issuance  until the  following  Fund Business Day.
Fund  shares  begin  accruing  income  on the day the  shares  are  issued to an
investor.
    

There is no  redemption  charge,  no minimum  period of  investment,  no minimum
amount for a redemption, and no restriction on frequency of withdrawals.  Unless
other  instructions  are given in proper form to the Fund's  transfer  agent,  a
check for the proceeds of a redemption will be sent to the shareholders' address
of record. If a shareholder elects to redeem all the shares of the Fund he owns,
all  dividends  accrued  to the  date  of  such  redemption  will be paid to the
shareholder along with the proceeds of the redemption.

The  right  of  redemption  may not be  suspended  or the date of  payment  upon
redemption  postponed for more than seven days after the shares are tendered for
redemption, except for any period during which the New York Stock Exchange, Inc.
is closed (other than  customary  weekend and holiday  closings) or during which
the  Securities  and Exchange  Commission  determines  that  trading  thereon is
restricted,  or for any period during which an emergency  (as  determined by the
Securities and Exchange  Commission) exists as a result of which disposal by the
Fund of its portfolio securities is not reasonably practicable or as a result of
which it is not  reasonably  practicable  for the Fund fairly to  determine  the
value of its net assets, or for such other period as the Securities and Exchange
Commission  may by order permit for the  protection of the  shareholders  of the
Fund.

   
Redemption  requests  received by the Fund's  transfer agent before 12 noon, New
York City time, on any Fund  Business Day become  effective at 12 noon that day.
Shares redeemed are not entitled to participate in dividends declared on the day
a redemption becomes effective. A redemption request received after 12 noon, New
York City time,  on any Fund  Business  Day becomes  effective  on the next Fund
Business Day.
    

The Fund has reserved the right to redeem the shares of any  shareholder  if the
net  asset  value  of all  the  remaining  shares  in the  shareholder's  or his
Participating  Organization's  account  after a  withdrawal  is less than  $500.
Written notice of a proposed mandatory


                                       10
<PAGE>


redemption  will be given at least 30 days in advance to any  shareholder  whose
account  is to be  redeemed.  For  Participant  Investor  accounts,  notice of a
proposed   mandatory   redemption   will  be  given  only  to  the   appropriate
Participating   Organization,   and  the  Participating   Organization  will  be
responsible  for notifying the  Participant  Investor of the proposed  mandatory
redemption. During the notice period a shareholder or Participating Organization
who  receives  such a  notice  may  avoid  mandatory  redemption  by  purchasing
sufficient  additional  shares to increase the total net asset value to at least
the minimum amount and thereby avoid such mandatory redemption.

The  redemption of shares may result in the  investor's  receipt of more or less
than  he  paid  for his  shares  and,  thus,  in a  taxable  gain or loss to the
investor.

Initial Purchases of Vista Select Shares

Investors may obtain a current  prospectus  and the order form necessary to open
an account by telephoning the Vista Service Center at 1-800-34-VISTA.

Mail

Investors  may send a check made payable to  "Connecticut  Daily Tax Free Income
Fund, Inc." along with a completed subscription order form to:

    Connecticut Daily Tax Free Income Fund, Inc.
    P. O. Box 419392
    Kansas City, Missouri 64141-6392

Checks are accepted  subject to  collection  at full face value in United States
currency.  Payment by a check drawn on any member of the Federal  Reserve System
can normally be  converted  into  Federal  Funds within two business  days after
receipt of the check.  Checks drawn on a non-member bank may take  substantially
longer to convert into Federal  Funds.  An investor's  subscription  will not be
accepted until the Fund receives Federal Funds.

Bank Wire


To purchase  shares using the wire system for  transmittal of money among banks,
investors  should first obtain a new account number by  telephoning  the Fund at
1-800-34-VISTA  to  obtain a new  account  number.  The  investors  should  then
instruct a member commercial bank to wire their money immediately to:

    DST Systems, Inc.
    ABA #1010-0362-1
    VISTA MUTUAL FUNDS
    DDA # 751-1-629
    For Connecticut Daily Tax Free
      Income Fund, Inc.
    Account of  (Investor's Name)___________
    Fund Account #__________________________
    SS #/Tax ID #___________________________

The investor should then promptly complete and mail the subscription order form.

Investors  planning to wire funds should instruct their bank early in the day so
the wire transfer can be accomplished before 12 noon on that same day. There may
be a charge by the investor's bank for  transmitting the money by bank wire, and
there also may be a charge for use of  Federal  Funds.  The Fund does not charge
investors in the Fund for its receipt of wire transfers.  Payment in the form of
a "bank wire"  received prior to 12 noon, New York City time, on a Fund Business
Day will be treated as a Federal Funds payment received on that day.

Personal Delivery

Deliver a check made payable to "Connecticut  Daily Tax Free Income Fund,  Inc."
along with a completed subscription order form to:

    Vista Mutual Funds
    127 W. 10th Street - 8th Floor
    Kansas City, Missouri 64105

Subsequent Purchases of Shares

Subsequent purchases can be made by bank wire or personal delivery, as indicated
above, or by mailing a check to:

    Vista Mutual Funds
    P.O. Box 419392
    Kansas City, Missouri 64141-6392

There is a $100 minimum for subsequent  purchases of shares. All payments should
clearly indicate the shareholder's account number. Provided that the information
on the  subscription  form  on  file  with  the  Fund  is  still  applicable,  a
shareholder may reopen an account without filing a


                                       11
<PAGE>


new  subscription  order  form at any time  during  the  year the  shareholder's
account is closed or during the following calendar year.

Redemption of Shares

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with, the next  determination of net asset value per share following
receipt by the Fund's transfer agent of the redemption order. Normally,  payment
for redeemed  shares is made on the same Fund Business Day after the  redemption
is effected,  provided the redemption  request is received prior to 12 noon, New
York City time and on the next Fund  Business Day if the  redemption  request is
received after 12 noon, New York City time.  However,  redemption  requests will
not be effected unless the check (including a certified or cashier's check) used
to purchase  the shares has been  cleared for  payment by the  investor's  bank,
currently considered by the Fund to occur within 15 days after investment.

A  shareholder's  original  subscription  order form permits the  shareholder to
redeem by written request and to elect one or more of the additional  redemption
procedures  described  below.  A  shareholder  may only change the  instructions
indicated  on his original  subscription  order form by  transmitting  a written
direction to the Fund's transfer  agent.  Requests to institute or change any of
the additional redemption procedures will require a signature guarantee.  When a
signature  guarantee  is called for,  the  shareholder  should  have  "Signature
Guaranteed"  stamped under his  signature,  signed and guaranteed by an eligible
guarantor  institution  which includes a domestic  bank, a domestic  savings and
loan institution,  a domestic credit union, a member bank of the Federal Reserve
System or a member  firm of a  national  securities  exchange,  pursuant  to the
fund's  transfer  agent's  standard  and  procedures  (signature  guarantees  by
notaries public are not acceptable).

Written Requests

Shareholders may make a redemption in any amount by sending a written request to
the Fund addressed to:

    Vista Mutual Funds
    P.O. Box 419392
    Kansas City, Missouri 64141-6392

Normally the redemption  proceeds are paid by check mailed to the shareholder of
record.

Checks

By making the appropriate election on their subscription form,  shareholders may
request a supply of checks which may be used to effect redemptions.  The checks,
which will be issued in the  shareholder's  name, are drawn on a special account
maintained by the Fund with the agent bank. Checks may be drawn in any amount of
$500 or more.  When a check is presented to the Fund's agent bank,  it instructs
the Fund's  transfer agent to redeem a sufficient  number of full and fractional
shares in the shareholder's account to cover the amount of the check. The use of
a check to make a  withdrawal  enables  a  shareholder  in the  Fund to  receive
dividends on the shares to be redeemed up to the Fund  Business Day on which the
check clears.  Checks  provided by the Fund may not be  certified.  Vista Select
Shares purchased by check may not be redeemed by check which could take up to 15
days following the date of purchase.

There is no charge to the  shareholder for checks provided by the Fund. The Fund
reserves the right to impose a charge or impose a different minimum check amount
in the future, if the Board of Directors determines that doing so is in the best
interests of the Fund and its shareholders.

Shareholders  electing the checking option are subject to the procedures,  rules
and  regulations  of the Fund's  agent  bank.  Checks  drawn on a jointly  owned
account may, at the  shareholder's  election,  require only one  signature.  The
Fund's agent bank will not honor checks which are in amounts exceeding the value
of the  shareholder's  account at the time the check is  presented  for payment.


                                       12
<PAGE>


Since the dollar  value of the  account  changes  daily,  the total value of the
account  may not be  determined  in advance  and the account may not be entirely
redeemed by check.  The Fund reserves the right to terminate or modify the check
redemption procedure at any time.

Investors  wishing to avail themselves of this method of redemption should elect
it on their  subscription  order  form.  Individuals  and joint  tenants are not
required  to  furnish  any  supporting  documentation.  Corporations  and  other
entities  making this  election,  however,  are  required to furnish a certified
resolution or other  evidence of  authorization  in  accordance  with the Fund's
normal practices.  Appropriate  authorization  forms will be sent by the Fund or
its agents to corporations  and other  shareholders  who select this option.  As
soon as the  authorization  forms are filed in good order with the Fund's  agent
bank,  it will provide the  shareholder  with a supply of checks.  This checking
service may be terminated or modified at any time.

Telephone

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option.  The  proceeds  of a  telephone  redemption  may  be  sent  to the
shareholders at their addresses or, to their bank accounts, both as set forth in
the subscription order form or in a subsequent written  authorization.  However,
all telephone redemption requests in excess of $25,000 will be wired directly to
such previously designated bank account, for the protection of shareholders. The
Fund may accept telephone  redemption  instructions from any person with respect
to accounts of  shareholders  who elect this service and thus such  shareholders
risk  possible  loss of  principal  and  interest  in the  event of a  telephone
redemption   not   authorized  by  them.   To  provide   evidence  of  telephone
instructions,  the  transfer  agent will  record  telephone  conversations  with
shareholders.  The Fund  will  employ  reasonable  procedures  to  confirm  that
instructions  communicated by telephone are genuine.  The failure by the Fund to
employ such  procedures may cause the Fund to be liable for any losses  incurred
by investors due to telephone  redemptions based upon unauthorized or fraudulent
instructions.

A shareholder making a telephone withdrawal should call the Fund at 800-34-VISTA
and state (i) the name of the shareholder  appearing on the Fund's records, (ii)
the  shareholder's  account  number  with  the  Fund,  (iii)  the  amount  to be
withdrawn,  (iv) whether  such amount is to be  forwarded  to the  shareholder's
designated bank account or address and (v) the name of the person requesting the
redemption.  Usually the  proceeds  are sent to the  designated  bank account or
address on the same Fund Business Day the  redemption is effected,  provided the
redemption  request is  received  before 12 noon,  New York City time and on the
next Fund Business Day if the redemption  request is received after 12 noon, New
York City time. The Fund reserves the right to terminate or modify the telephone
redemption service in whole or in part at any time and will notify  shareholders
accordingly.

Exchange Privilege

Shareholders of the Vista Select shares of the Fund may exchange at relative net
asset value for Vista Shares of the Vista U.S. Government Money Market Fund, the
Vista Tax Free Money Market Fund, the Vista New York Tax Free Money Market Fund,
the Vista  California  Tax Free Money Market Fund and the Vista Select shares of
any Reich & Tang  sponsored  funds and may  exchange at relative net asset value
plus any applicable  sales charges,  the Vista Select shares of the Fund for the
shares of the non-money  market Vista Mutual Funds, in accordance with the terms
of the then-current prospectus of the fund being acquired. The prospectus of the
Vista Mutual Fund into which shares are being exchanged should be read carefully
prior to any  exchange  and  retained  for  future  reference.  With  respect to
exchanges into a fund which charges a front-end sales charge,  such sales charge
will not be applicable if the shareholder  previously  acquired his Vista Select
shares by exchange from such fund.  Under the Exchange  Privilege,  Vista Select
shares  may be  exchanged  for  shares of other  funds  only if those  funds are
registered in the states where the


                                       13
<PAGE>


exchange may legally be made.  In  addition,  the account  registration  for the
Vista Mutual Funds into which Vista Select  shares are being  exchanged  must be
identical to that of the account registration for the Fund from which shares are
being redeemed. Any such exchange may create a gain or loss to be recognized for
Federal  income tax  purposes.  Normally,  shares of the fund to be acquired are
purchased on the  redemption  date,  but such  purchase may be delayed by either
Fund  up to  five  business  days  if the  Fund  determines  that  it  would  be
disadvantageous by an immediate transfer of the proceeds. (This privilege may be
amended or terminated at any time following 60 days' prior notice.) Arrangements
have been made for the  acceptance  of  instructions  by  telephone  to exchange
shares if certain  preauthorizations  or  indemnifications  are  accepted and on
file. Further information is available from the Transfer Agent.

Specified Amount Automatic Withdrawal Plan

Shareholders  who own  $10,000  or more of the  shares  of the Fund may elect to
withdraw shares and receive payment from the Fund of a specified  amount of $100
or more  automatically on a monthly or quarterly basis in an amount approved and
confirmed by the Manager.  In order to make a payment,  a number of shares equal
in  aggregate  net asset value to the payment  amount are  redeemed at their net
asset value so that the designated  payment is received on approximately the 1st
or 15th day of the month following the end of the selected  payment  period.  To
the  extent  that the  redemptions  to make plan  payments  exceed the number of
shares  purchased  through  reinvestment  of dividends  and  distributions,  the
redemptions  reduce the number of shares purchased on original  investment,  and
may ultimately liquidate a shareholder's investment.

The election to receive automatic withdrawal payments may be made at the time of
the original  subscription by so indicating on the subscription  order form. The
election  may also be made,  changed  or  terminated  at any  later  time by the
participant. Because the withdrawal plan involves the redemption of Fund shares,
such  withdrawals may constitute  taxable events to the shareholder but the Fund
does not expect that there will be any realizable capital gains.

Investments Through
Participating Organizations

Participant  Investors  may,  if they  wish,  invest  in the  Fund  through  the
Participating  Organizations  with  which  they  have  accounts.  "Participating
Organizations" are securities brokers, banks and financial institutions or other
industry  professionals  or  organizations  which have entered into  shareholder
servicing  agreements with the Fund. When instructed by its customer to purchase
or  redeem  Fund  shares,  the  Participating  Organization,  on  behalf  of the
customer, transmits to the transfer agent a purchase or redemption order, and in
the case of a  purchase  order,  payment  for the  shares  being  purchased.  No
certificates are issued with respect to investments in the Fund.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund  each  purchase  and  redemption  of  Vista  Select  Shares  for the
customers' accounts. Also, Participating  Organizations may send their customers
periodic  account  statements  showing the total number of Vista  Select  shares
owned  by  each  customer  as of  the  statement  closing  date,  purchases  and
redemptions of Vista Select shares by each customer during the period covered by
the  statement  and the income  earned by Vista Select  shares of each  customer
during the statement period  (including  dividends paid in cash or reinvested in
additional Vista Select shares).

Participating Organizations may charge Participant Investors a fee in connection
with their use of  specialized  purchase and  redemption  procedures  offered to
Participant   Investors  by  the  Participating   Organizations.   In  addition,
Participating  Organizations offering purchase and redemption procedures similar
to those  offered to  shareholders  who invest in the Fund  directly  may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders  who invest in the Fund directly.  Accordingly,
the net yield to investors who invest


                                       14
<PAGE>


through  Participating  Organizations  may be less than by investing in the Fund
directly. A Participant Investor should read this Prospectus in conjunction with
the  materials  provided  by  the  Participating   Organization  describing  the
procedures under which Vista Select shares may be purchased and redeemed through
the Participating Organization.

The Glass-Steagall Act limits the ability of a depository  institution to become
an  underwriter  or  distributor  of  securities.   However,   it  is  the  Fund
management's  position  that  banks  are not  prohibited  from  acting  in other
capacities  for  investment  companies,  such as  providing  administrative  and
shareholder  account  maintenance  services and receiving  compensation from the
Manager for providing such services.  However,  this is an unsettled area of the
law and if a determination contrary to the Fund management's position is made by
a  bank  regulatory  agency  or  court  concerning   shareholder  servicing  and
administration  payments to banks from the Manager,  any such  payments  will be
terminated and any shares  registered in the banks' names,  for their underlying
customers,  will be re-registered in the name of the customers at no cost to the
Fund or its shareholders.  In addition, state securities laws may differ on this
issue from the  interpretations  of Federal law  expressed  herein and banks and
financial institutions may be required to register as underwriters, distributors
or dealers pursuant to state law.

In the case of qualified  Participating  Organizations,  orders  received by the
transfer  agent  before 12 noon,  New York City time,  on a Fund  Business  Day,
without accompanying Federal Funds will result in the issuance of shares on that
day provided that the Federal Funds  required in connection  with the orders are
received by the Fund's  transfer  agent before 4:00 p.m, New York City time,  on
that day.  Orders for which Federal Funds are received after 4:00 p.m., New York
City time,  will not result in share  issuance until the following Fund Business
Day.

DISTRIBUTION AND SERVICE PLAN

   
Pursuant  to Rule  12b-1  under  the  1940  Act,  the  Securities  and  Exchange
Commission  has required  that an  investment  company which bears any direct or
indirect expense of distributing its shares must do so only in accordance with a
plan  permitted  by the  Rule.  The  Fund's  Board of  Directors  has  adopted a
distribution  and service plan (the "Plan") and,  pursuant to the Plan, the Fund
has entered into a Distribution  Agreement with Reich & Tang  Distributors  L.P.
(the  "Distributor") and a Shareholder  Servicing Agreement with the Manager and
the Distributor.

Reich & Tang Asset Management,  Inc. serves as the sole general partner for both
Reich & Tang Asset  Management L.P. and Reich & Tang  Distributors  L.P. Reich &
Tang  Asset   Management  L.P.  serves  as  the  sole  limited  partner  of  the
Distributor.
    

Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund,  will  solicit  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions  and orders will not be binding on the
Fund until accepted by the Fund as principal.

For its services under the  Shareholder  Servicing  Agreement,  the  Distributor
receives  from the Fund a  service  fee  equal to .20% per  annum of the  Fund's
average daily net assets (the  "Shareholder  Servicing Fee"). The fee is accrued
daily and paid  monthly  and any  portion of the fee may be deemed to be used by
the  Distributor for purposes of distribution of Fund shares and for payments to
Participating Organizations with respect to servicing their clients or customers
who are shareholders of the Fund.

The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the  Manager  and  Distributor  in  carrying  out  their  obligations  under the
Shareholder Servicing Agreement and (ii) preparing,  printing and delivering the
Fund's prospectus to existing


                                       15
<PAGE>


shareholders  of the Fund and  preparing and printing  subscription  application
forms for shareholder accounts.

   
The Plan  provides that the Manager may make payments from time to time from its
own  resources,  which may include the  Management  Fee and past profits for the
following purposes: (i) defray the costs of, and to compensate others, including
Participating  Organizations  with whom the Distributor has entered into written
agreements,  for  performing  shareholder  servicing and related  administrative
functions  on behalf  of the  Fund;  (ii) to  compensate  certain  Participating
Organizations  for providing  assistance in distributing the Fund's shares;  and
(iii) to pay the costs of printing and  distributing  the Fund's  prospectus  to
prospective investors, and to defray the cost of the preparation and printing of
brochures and other promotional materials, mailings to prospective shareholders,
advertising,  and other  promotional  activities,  including the salaries and/or
commissions of sales personnel in connection with the distribution of the Fund's
shares.  The  Distributor  may also make payments from time to time from its own
resources, which may include the Shareholder Servicing Fee and past profits, for
the purposes  enumerated in (i) above.  The Manager and the Distributor may make
payments to Participating  Organizations  for providing certain of such services
up to a maximum of (on an annualized  basis) .40% of the average daily net asset
value of the shares serviced through the  Participating  Organization.  However,
the  Distributor  in its sole  discretion,  will  determine  the  amount of such
payments  made  pursuant  to the  Plan,  provided  that such  payments  will not
increase  the amount  which the Fund is  required  to pay to the Manager and the
Distributor for any fiscal year under the Investment  Management  Contract,  the
Shareholder  Servicing  Agreement  or the  Administrative  Services  Contract in
effect for that year.

For the fiscal year ended January 31, 1996,  the total amount spent  pursuant to
the Plan was . 38% of the average  daily net assets of the Fund,  of which . 20%
of the average daily net assets was paid by the Fund to the Manager, pursuant to
the  Shareholder  Servicing  Agreement  and an amount  representing  .18% of the
average  daily  net  assets  was paid by the  Manager  (which  may be  deemed an
indirect payment by the Fund).
    

FEDERAL INCOME TAXES

   
The Fund has elected to qualify under the Code as a regulated investment company
that intends to distribute  "exempt-interest  dividends" as defined in the Code.
The Fund's policy is to distribute as dividends  each year 100% (and in no event
less than 90%) of its tax-exempt interest income, net of certain deductions, and
its investment  company  taxable income (if any). If  distributions  are made in
this  manner,  dividends  designated  as  derived  from the  interest  earned on
Municipal  Obligations  are  "exempt-interest  dividends" and are not subject to
regular  Federal  income tax although such  "exempt-interest  dividends"  may be
subject to Federal  alternative minimum tax. Dividends paid from taxable income,
if any, and distributions of any realized short-term capital gains (whether from
tax-exempt  or taxable  obligations)  are  taxable to  shareholders  as ordinary
income for Federal income tax purposes,  whether  received in cash or reinvested
in additional  shares of the Fund. The Fund does not expect to realize long-term
capital  gains,  and  thus  does  not  contemplate  distributing  "capital  gain
dividends" or having undistributed capital gain income within the meaning of the
Code. The Fund will inform  shareholders  of the amount and nature of its income
and gains in a written  notice  mailed to  shareholders  not later  than 60 days
after the close of the Fund's  taxable  year.  For Social  Security  recipients,
interest on tax-exempt bonds,  including  tax-exempt  interest dividends paid by
the Fund, is to be added to adjusted  gross income for purposes of computing the
amount of Social  Security  benefits  includible  in gross  income.  The Revenue
Reconciliation  Act of 1993 (P.L.  103-66)  and other  recent  tax  legislation,
affects many of the Federal tax aspects of Municipal  Obligations and makes many
important  changes to the Federal  income tax system,  including  an increase of
marginal tax rates.  P.L. 99-514 also provided that interest on certain "private
activity bonds" (generally,  a bond issue in which more than 10% of the proceeds
are used for


                                       16
<PAGE>


a  non-governmental  trade or business and which meets the private securities or
payment  test,  or a bond issue  which meets the private  loan  financing  test)
issued after August 7, 1986 will constitute an item of tax preference subject to
the individual  alternative minimum tax and increases the individual alternative
minimum tax rate and P.L. 103-66 increases the alternative  minimum tax rate for
taxpayers other than corporations to 28%. Further, corporations will be required
to include as an item of tax preference for purposes of the alternative  minimum
tax,  75% of the  amount  by which  its  adjusted  current  earnings  (including
generally,  tax-exempt  interest) exceeds its alternative minimum taxable income
(determined  without this tax preference  item).  In addition,  in certain cases
Subchapter S corporations with accumulated  earnings and profits from Subchapter
C years will be  subject  to a tax on  "passive  investment  income,"  including
tax-exempt interest.

Interest on certain "private activity bonds"  (generally,  a bond issue in which
more than 10% of the proceeds are used for a non-governmental  trade or business
and which meets the  private  security  or payment  test,  or a bond issue which
meets  the  private  loan  financing  test)  issued  after  August  7, 1986 will
constitue  an item  of tax  preference  subject  to the  individual  alternative
minimum tax.

With  respect to  variable  rate  demand  instruments,  including  participation
certificates  therein,  the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund,  that it will be treated for Federal income tax purposes as
the owner thereof and that the interest on the underlying Municipal  Obligations
will be tax-exempt  from Federal  income taxes to the Fund.  Counsel has pointed
out that the Internal  Revenue Service has announced that it will not ordinarily
issue  advance  rulings  on the  question  of the  ownership  of  securities  or
participation  interests  therein  subject to a put and could reach a conclusion
different  from that  reached by counsel.  (See  "Federal  Income  Taxes" in the
Statement of Additional Information.)

In South  Carolina  v.  Baker,  the U.S.  Supreme  Court  held that the  Federal
government  may  constitutionally  require  states to register  bonds which they
issue  and  may  subject  the  interest  on such  bonds  to  Federal  tax if not
registered,  and  the  Court  further  held  that  there  is  no  constitutional
prohibition  against the Federal  government taxing the interest earned on state
or other municipal  bonds.  The Supreme Court decision  affirms the authority of
the Federal  government  to regulate  and  control  bonds such as the  Municipal
Obligations and to tax such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.
    

CONNECTICUT INCOME TAXES

   
The  designation  of all or a  portion  of a  dividend  paid  by the  Fund as an
"exempt-interest  dividend"  under the Code does not  necessarily  result in the
exemption  of such amount  from tax under the laws of any state or local  taxing
authority.  However, in the opinion of Day, Berry & Howard,  special Connecticut
tax  counsel to the Fund,  exempt-interest  dividends  correctly  designated  as
derived  from  Connecticut  Municipal  Obligations  received by the Fund are not
subject to the Connecticut Personal Income Tax.

Exempt-interest  dividends  that  are not  derived  from  Connecticut  Municipal
Obligations  and any other  dividends  of the Fund that are  treated as ordinary
income for Federal  income tax purposes are  includible in a taxpayer's tax base
for purposes of the Connecticut Personal Income Tax.

While  capital gain  dividends  are not  anticipated  by the Fund,  capital gain
dividends and amounts,  if any, in respect of  undistributed  long-term  capital
gains of the Fund would be includible  in a taxpayer's  tax base for purposes of
the Connecticut Personal Income Tax, as would gains, if any, recognized upon the
redemption,  sale,  or exchange of shares of the Fund,  except that capital gain
dividends  derived  from  obligations  issued  by or on  behalf  of the State of
Connecticut, its political subdivisions, or any public 


                                       17
<PAGE>


instrumentality,  state or local  authority,  district or similar  public entity
created under Connecticut law are not subject to the tax.

Exempt-interest  dividends,  other than those derived from Connecticut Municipal
Obligations, are subject to the net Connecticut minimum tax.

All exempt-interest dividends are includible in gross income for purposes of the
Connecticut  Corporation  Business  Tax payable by  corporations.  However,  the
Corporation  Business Tax allows a deduction for a portion of amounts includible
in gross taxable  income  thereunder to the extent they are treated as dividends
other than  exempt-interest  dividends  or capital  gain  dividends  for Federal
income tax  purposes,  but  disallows  deductions  for expenses  related to such
amounts.
    

Shareholders  are  urged to  consult  their tax  advisors  with  respect  to the
treatment of distributions from the Fund in their own states and localities.

GENERAL INFORMATION

The Fund was  incorporated  under the laws of the State of  Maryland on March 8,
1985 and it is  registered  with the  Securities  and Exchange  Commission  as a
non-diversified, open-end management investment company.

The Fund prepares semi-annual unaudited and annual audited reports which include
a list  of  investment  securities  held  by the  Fund  and  which  are  sent to
shareholders.

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's shareholders.  This is because the By-Laws of the Fund provide for annual
meetings only (a) for the election of directors, (b) for approval of the revised
investment  advisory  contracts with respect to a particular  class or series of
stock, (c) for approval of revisions to the Fund's  distribution  agreement with
respect  to a  particular  class or series of  stock,  and (d) upon the  written
request of holders or shares entitled to cast not less than 25% of all the votes
entitled to be cast at such meeting.  Annual and other  meetings may be required
with respect to such additional  matters relating to the Fund as may be required
by the 1940 Act  including  the removal of Fund  director(s)  and  communication
among  shareholders,  any  registration  of the  Fund  with the  Securities  and
Exchange  Commission or any state, or as the Directors may consider necessary or
desirable.  Each  Director  serves  until the next  meeting of the  shareholders
called  for the  purpose of  considering  the  election  or  reelection  of such
Director  or of a  successor  to such  Director,  and  until  the  election  and
qualification of his or her successor,  elected at such a meeting, or until such
Director  sooner  dies,  resigns,  retires  or is  removed  by the  vote  of the
shareholders.

For further  information with respect to the Fund and the shares offered hereby,
reference is made to the Fund's registration statement filed with the Securities
and Exchange  Commission,  including  the  exhibits  thereto.  The  Registration
Statement  and the  exhibits  thereto  may be  examined  at the  Securities  and
Exchange  Commission  and copies thereof may be obtained upon payment of certain
duplicating fees.

NET ASSET VALUE


The net asset value of the Fund's shares is  determined as of 12 noon,  New York
City time, on each Fund Business Day. Fund Business Day means  weekdays  (Monday
through  Friday)  except  customary  business  holidays and Good  Friday.  It is
computed by dividing the value of the Fund's net assets (i.e.,  the value of its
securities and other assets less its liabilities,  including expenses payable or
accrued but  excluding  capital stock and surplus) by the total number of shares
outstanding.

   
The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of  Directors  will  consider  whether  any  action  should be  initiated.
Although the  amortized  cost method  provides  certainty in  valuation,  it may
result in periods  during  which the value of an  instrument  is higher or lower
than the 


                                       18
<PAGE>


price an investment  company would receive if the instrument were sold. The Fund
intends to maintain a stable net asset value at $1.00 per share  although  there
can be no assurance that this will be achieved.
    

CUSTODIAN AND TRANSFER AGENT

   
Investors  Fiduciary  Trust  Company,  127 West 10th  Street,  Kansas City,
Missouri  64105, is custodian for the Fund's cash and securities and is transfer
agent and  dividend  agent for the Vista Select  shares of the Fund.  The Fund's
custodian  and  transfer  agent do not assist in, and are not  responsible  for,
investment decisions involving assets of the Fund.
    


























































                                       19

<PAGE>


                    TABLE OF CONTENTS


   
Table of Fees and Expenses...........................2
Selected Financial Information.......................2
Introduction.........................................3
Investment Objectives,
  Policies and Risks.................................4
Connecticut Risk Factors.............................7
Management of the Fund...............................7
Description of Common Stock..........................8
Dividends and Distributions..........................9
How to Purchase and Redeem Shares....................9
    Initial Purchases of Vista Select Shares.........11
    Subsequent Purchases of Shares...................11
    Redemption of Shares.............................12
    Exchange Privilege...............................13
    Specified Amount Automatic
       Withdrawal Plan...............................14
  Investments Through
    Participating Organizations......................14
Distribution and Service Plan........................15
Federal Income Taxes.................................16
Connecticut Income Taxes.............................17
General Information .................................18
Net Asset Value......................................18
Custodian and Transfer Agent.........................19
    


<PAGE>

- --------------------------------------------------------------------------------
EVERGREEN SHARES OF
CONNECTICUT
DAILY TAX FREE
INCOME FUND, INC.                                           [GRAPHIC OMITTED]
================================================================================

   
PROSPECTUS
May 31, 1996
    

Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market fund whose  investment  objectives are to seek as high a level of current
income,  exempt  from  Federal  income  taxes and to the  extent  possible  from
Connecticut  personal  income  taxes,  as  is  believed  to be  consistent  with
preservation of capital, maintenance of liquidity and stability of principal. No
assurance can be given that these  objectives  will be achieved.  Only Evergreen
shares are offered by this Prospectus.

This  Prospectus  sets  forth  concisely  the  information  about  the Fund that
prospective  investors will find helpful in making their  investment  decisions.
Additional  information  about the Fund has been filed with the  Securities  and
Exchange  Commission and is available upon request and without charge by calling
the Fund at (800) 807-2940. The "Statement of Additional  Information" bears the
same  date as  this  Prospectus  and is  incorporated  by  reference  into  this
Prospectus in its entirety.

Investors  should be aware that the Evergreen  shares may not be purchased other
than through certain  securities  dealers with whom Evergreen Funds Distributor,
Inc.  ("EFD") has entered into agreements for this purpose or directly from EFD.
Evergreen  shares  have been  created  for the  primary  purpose of  providing a
Connecticut tax-free money market fund product for shareholders of certain funds
distributed by EFD.  Shares of the Fund other than Evergreen  shares are offered
pursuant to a separate Prospectus.

Reich & Tang Asset  Management L.P. acts as Manager of the Fund and Reich & Tang
Distributors  L.P. acts as Distributor of the Fund's shares.  Reich & Tang Asset
Management L.P. is a registered  investment  advisor.  Reich & Tang Distributors
L.P. is a registered  broker-dealer  and member of the National  Association  of
Securities Dealers, Inc.

AN  INVESTMENT  IN THE  FUND IS  NEITHER  INSURED  NOR  GUARANTEED  BY THE  U.S.
GOVERNMENT.  THE FUND  INTENDS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE ALTHOUGH THERE CAN BE NO ASSURANCE THAT THIS VALUE WILL BE MAINTAINED.

SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

 THIS PROSPECTUS SHOULD BE READ AND RETAINED BY INVESTORS FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                 <C>                      <C>                                <C>
   
TABLE OF FEES AND EXPENSES           3                       SHAREHOLDER SERVICES               10                        
SELECTED FINANCIAL INFORMATION       3                       Effect of Banking Laws             11
INTRODUCTION                         4                       DISTRIBUTION AND SERVICE PLAN      12
INVESTMENT OBJECTIVES,                                       FEDERAL INCOME TAXES               13
    POLICIES AND RISKS               5                       CONNECTICUT INCOME TAXES           13
CONNECTICUT RISK FACTORS             7                       GENERAL INFORMATION                14
MANAGEMENT OF THE FUND               7                       NET ASSET VALUE                    14
DESCRIPTION OF COMMON STOCK          8                       CUSTODIAN AND TRANSFER AGENT       15            
DIVIDENDS AND DISTRIBUTIONS          8
HOW TO PURCHASE AND REDEEM SHARES    9
   How to Buy Shares                 9
   How to Redeem Shares              9
    
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                           TABLE OF FEES AND EXPENSES

Annual Fund Operating Expenses
(as a percentage of average net assets)

   
                   <S>                                            <C>    <C>
                  Management Fees                                        .30%
                  12b-1 Fees                                             .20%
                  Other Expenses                                         .41%
                        Administration Fees-After Fee Waiver     .17%    ____
                  Total Fund Operating Expenses                          .91%

<S>                                                        <C>            <C>           <C>            <C>     
Example                                                    1 year         3 years       5 years        10 years
- -------                                                    ------         -------       -------        --------
        You would pay the following expenses on a $1,000
        investment, assuming 5% annual return
        (cumulative through the end of each year)            $9            $29            $50            $112

The purpose of the above fee table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein. The Manager has voluntarily waived a
portion of the Administration  Fees; absent such waiver the Administration  Fees
would have been .20%. and Total Fund Operating Expenses would have been .94%. As
of December 1, 1995,  however,  the  Administration Fee was changed to .21%. THE
FIGURES  REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A  REPRESENTATION
OF PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.
    
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         SELECTED FINANCIAL INFORMATION

The following  selected  financial  information  of  Connecticut  Daily Tax Free
Income  Fund,  Inc. has been  audited by  McGladrey & Pullen,  LLP,  Independent
Certified Public  Accountants,  whose report thereon appears in the Statement of
Additional Information.
   

                                                              Year Ended January 31,
<S>                                       <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C> 
                                          1996     1995     1994    1993     1992     1991     1990     1989     1988     1987
                                          ----     ----     ----    ----     ----     ----     ----     ----     ----     ----

Per Share Operating Performance:
(for a share outstanding throughout the period)

Net asset value, beginning of period     $1.0000  $1.0000  $1.0000  $1.0000   $1.0000 $1.0000 $1.0000 $1.0000  $1.0000  $1.0000
                                         -------  -------  -------  -------   ------- ------- ------- -------  -------  -------  
Income from investment operations:
  Net investment income.....              0.0300   0.0230   0.0170   0.0210   0.0350  0.0490   0.0540   0.0440   0.0380  0.0380
Less distributions:
Dividends from net investment income     (0.0300) (0.0230) (0.0170) (0.0210) (0.0350)(0.0490) (0.0540) (0.0440) (0.0380)(0.0380)
                                          -------  -------  -------  ------- -------  -------  -------  -------  ------- -------
Net asset value, end of period           $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000  $1.0000  $1.0000 $1.0000  $1.0000
                                         =======  =======  =======  ======= ======== =======  =======  =======  =======  =======
Total Return................              3.02%    2.29%    1.70%    2.12%   3.56%    5.01%    5.58%    4.53%   3.90%    3.88%

Ratios/Supplemental Data

Net assets, end of
  period (000's omitted)               $105,826  $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638 $248,193
Ratios to average net assets:
  Expenses..................              .91%+    .88%    0.87%    0.86%+   0.79%   0.80%    0.78%    0.79%    0.76%+   0.75%+
  Net investment income.....             2.96%+   2.25%    1.68%    2.14%+   3.51%   4.92%    5.44%    4.44%    3.83%+   3.75%+

+  Net of management,  shareholder  servicing  and  administration  fees  waived
   equivalent to .03%, .06%, .03% and .09% of average net assets, respectively.
    
</TABLE>


                                       3
<PAGE>


- --------------------------------------------------------------------------------
                                  INTRODUCTION
- --------------------------------------------------------------------------------

   
Connecticut Daily Tax Free Income Fund, Inc. (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market fund whose  investment  objectives are to seek as high a level of current
income,  exempt under  current law from  Federal  income taxes and to the extent
possible from Connecticut personal income taxes, as is believed to be consistent
with  preservation  of  capital,  maintenance  of  liquidity  and  stability  of
principal by investing principally in short-term,  high quality debt obligations
of the State of Connecticut, its political subdivisions, and certain possessions
and  territories  of the United  States,  the  interest  on which is exempt from
Federal income tax under section 103 of the Internal  Revenue Code (the "Code"),
as described under "Investment Objectives,  Policies and Risks" herein. The Fund
also may invest in  municipal  securities  of issuers  located in  jurisdictions
other than Connecticut, the interest income on which will be exempt from Federal
income  tax,  but will be  subject  to  Connecticut  personal  income  taxes for
Connecticut residents. The Fund seeks to maintain an investment portfolio with a
dollar-weighted average maturity of 90 days or less, and to value its investment
portfolio at  amortized  cost and maintain a net asset value of $1.00 per share.
The Fund intends to invest all of its assets in tax-exempt obligations; however,
it  reserves  the right to  invest  up to 20% of the value of its net  assets in
taxable  obligations.  This is a summary  of the Fund's  fundamental  investment
policies which are set forth in full under "Investment Objectives,  Policies and
Risks"  herein and in the  Statement of  Additional  Information  and may not be
changed  without  approval of a majority of the Fund's  outstanding  shares.  No
assurance can be given that these objectives will be achieved.

The  Fund's  investment  advisor  is Reich & Tang  Asset  Management  L.P.  (the
"Manager"), which is a registered investment advisor and which currently acts as
manager or  administrator  to  eighteen  other  open-end  management  investment
companies.  The Fund's shares are distributed  through Reich & Tang Distributors
L.P.  (the  "Distributor"),  with whom the Fund has entered into a  Distribution
Agreement  and a  Shareholder  Servicing  Agreement  pursuant to the Fund's plan
adopted under Rule 12b-1 (the "Rule") under the Investment  Company Act of 1940,
as amended, (the "1940 Act"). (See "Distribution and Service Plan" herein.)
    

On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund
Business Day"),  investors may, without charge by the Fund,  purchase and redeem
shares of the Fund's common stock at their net asset value next determined after
receipt of the order.  An investor's  purchase  order will be accepted after the
payment is  converted  into Federal  funds,  and shares will be issued as of the
Fund's next net asset value  determination  which is made as of 12 noon, Eastern
time, on each Fund  Business  Day. (See "How to Purchase and Redeem  Shares" and
"Net Asset Value" herein.) Dividends from accumulated net income are declared by
the Fund on each Fund Business Day. The Fund generally  pays interest  dividends
monthly. Net capital gains, if any, will be distributed at least annually and in
no event later than within 60 days after the end of the Fund's fiscal year.  All
dividends  and  distributions  of capital  gains are  automatically  invested in
additional shares of the Fund unless a shareholder has elected by written notice
to the Fund to receive either of such distributions in cash. (See "Dividends and
Distributions" herein.)

The  Fund  intends  that  its  investment  portfolio  will  be  concentrated  in
Connecticut Municipal Obligations and bank participation certificates therein. A
summary of special risk factors  affecting the State of Connecticut is set forth
under  "Connecticut  Risk  Factors"  herein and in the  Statement of  Additional
Information.  Investment in the Fund should be made with an understanding of the
risks which an  investment  in  Connecticut  Municipal  Obligations  may entail.
Payment  of  interest  and  preservation  of  capital  are  dependent  upon  the
continuing  ability of Connecticut  issuers and/or obligors of state,  municipal
and public  authority  debt  obligations to meet their  obligations  thereunder.
Investors  should consider the greater risk of the Fund's  concentration  versus
the safety  that comes with a less  concentrated  portfolio  and should  compare
yields  available  on  portfolios  of  Connecticut  issues  with  those  of more
diversified portfolios including out-of-state issues before making an investment
decision.  The Fund's Board of Directors  is  authorized  to divide the unissued
shares  into  separate  series of  stock,  one for each of the  Fund's  separate
investment portfolios that may be created in the future.

Evergreen  shares are  identical to other shares of the Fund,  which are offered
pursuant to a separate  prospectus,  with respect to investment  objectives  and
yield,  but differ with respect to certain other  matters.  See "How to Purchase
and Redeem Shares" and "Shareholder Services."


                                       4
<PAGE>


- --------------------------------------------------------------------------------
                             INVESTMENT OBJECTIVES,
                               POLICIES AND RISKS
- --------------------------------------------------------------------------------

The Fund is a non-diversified,  open-end management investment company that is a
short-term, tax-exempt money market fund whose investment objectives are to seek
as high a level of current income,  exempt from Federal income taxes and, to the
extent  possible,  from  Connecticut  personal  income  taxes (the  "Connecticut
Personal  Income Tax"),  as is believed to be consistent  with  preservation  of
capital,  maintenance  of liquidity and stability of principal.  There can be no
assurance that the Fund will achieve its investment objectives.

The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of  Connecticut,  other states,  territories
and  possessions  of  the  United  States,  and  their  authorities,   agencies,
instrumentalities and political  subdivisions,  the interest on which is, in the
opinion of bond counsel at the date of issuance,  currently  exempt from Federal
income taxation ("Municipal  Obligations") and in participation  certificates in
Municipal  Obligations  purchased  from  banks,  insurance  companies  or  other
financial  institutions.  Dividends paid by the Fund which are  "exempt-interest
dividends"  by virtue of being  properly  designated  as derived from  Municipal
Obligations  and  participation  certificates in Municipal  Obligations  will be
exempt from Federal income tax provided the Fund complies with Section 852(b)(5)
of Subchapter M of the Code.

Although the Supreme  Court has  determined  that  Congress has the authority to
subject  the  interest  on bonds such as the  Municipal  Obligations  to regular
Federal  income  taxation,  existing law  excludes  such  interest  from regular
Federal income tax. However,  "exempt-interest  dividends" may be subject to the
Federal   alternative   minimum  tax.  (See  "Federal   Income  Taxes"  herein.)
Exempt-interest  dividends paid by the Fund correctly identified as derived from
obligations  issued by or on behalf of the State of Connecticut or any political
subdivision  thereof,  or  public  instrumentality,  state or  local  authority,
district,  or  similar  public  entity  created  under  the laws of the State of
Connecticut or from  obligations  (such as certain  obligations  issued by or on
behalf of possessions or territories of the United States) the interest on which
Federal  law   prohibits   the  states  from  taxing   ("Connecticut   Municipal
Obligations")  will be exempt from the  Connecticut  Personal  Income Tax.  (See
"Connecticut Income Taxes" herein.) To the extent suitable Connecticut Municipal
Obligations  are not available for investment by the Fund, the Fund may purchase
Municipal   Obligations   issued   by   other   states,   their   agencies   and
instrumentalities or other obligations, the dividends designated as derived from
interest  income on which  will be exempt  from  Federal  income tax but will be
subject to the Connecticut  Personal Income Tax. However,  except as a temporary
defensive  measure during periods of adverse market  conditions as determined by
the  Manager,  the  Fund  will  invest  at  least  65% of its  total  assets  in
Connecticut Municipal  Obligations,  the exempt-interest  dividends derived from
which are exempt from the Connecticut  Personal  Income Tax,  although the exact
amount of the Fund's assets  invested in such  securities will vary from time to
time. The Fund's investments may include  "when-issued"  Municipal  Obligations,
stand-by commitments and taxable repurchase  agreements.  Although the Fund will
attempt to invest 100% of its assets in Municipal Obligations, the Fund reserves
the right to invest up to 20% of the value of its net assets in securities,  the
interest income on which is subject to Federal,  state and local income tax. The
Fund expects to invest more than 25% of its assets in participation certificates
purchased from banks in industrial revenue bonds and other Connecticut Municipal
Obligations.

In  view  of  this   "concentration"  in  bank  participation   certificates  in
Connecticut Municipal Obligations, an investment in the Fund should be made with
an  understanding of the  characteristics  of the banking industry and the risks
which such an  investment  may  entail,  which  include  extensive  governmental
regulation,  changes in the  availability and cost of capital funds, and general
economic  conditions (See "Variable Rate Demand  Instruments  and  Participation
Certificates"  in the  Statement  of  Additional  Information.)  The  investment
objectives of the Fund  described in this  paragraph  may not be changed  unless
approved by the holders of a majority of the outstanding shares of the Fund that
would  be  affected  by such a  change.  As used in this  Prospectus,  the  term
"majority of the outstanding shares" of the Fund means,  respectively,  the vote
of the lesser of (i) 67% or more of the shares of the Fund present at a meeting,
if the  holders  of more  than  50% of the  outstanding  shares  of the Fund are
present or represented by proxy or (ii) more than 50% of the outstanding  shares
of the Fund.

   
The Fund may only purchase  Municipal  Obligations  that have been determined by
the Fund's  Board of  Directors  to present  minimal  credit  risks and that are
Eligible  Securities at the time of  acquisition.  The term Eligible  Securities
means (i) Municipal  Obligations  with remaining  maturities of 397 days or less
and rated in the two highest  short-term rating categories by any two nationally
recognized statistical rating organizations  ("NRSROs") or in such categories by
the only  NRSRO  that has rated the  Municipal  Obligations  (collectively,  the
"Requisite  NRSROs")  (acquisition in the latter situation must also be ratified
by the Board of Directors); (ii) Municipal Obligations with remaining maturities
of 397 days or less but that at the time of issuance were  long-


                                       5
<PAGE>

term securities (i.e.,  with maturities  greater than 366 days) and whose issuer
has  received  from the  Requisite  NRSROs a rating with  respect to  comparable
short-term  debt in the two  highest  short-term  rating  categories  and  (iii)
unrated Municipal Obligations  determined by the Fund's Board of Directors to be
of comparable quality. Where the issuer of a long-term security with a remaining
maturity which would otherwise qualify it as an Eligible Security, does not have
rated short-term debt outstanding,  the long-term security is treated as unrated
but may not be  purchased  if it has a  long-term  rating from any NRSRO that is
below the two highest long-term categories.  A determination of comparability by
the Board of  Directors  is made on the basis of its  credit  evaluation  of the
issuer,  which may  include  an  evaluation  of a letter of  credit,  guarantee,
insurance  or  other  credit   facility  issued  in  support  of  the  Municipal
Obligations   or   participation   certificates.   (See  "Variable  Rate  Demand
Instruments  and  Participation  Certificates"  in the  Statement of  Additional
Information.)  While there are several  organizations  that currently qualify as
NRSROs,  two  examples of NRSROs are Standard & Poor's  Corporation  ("S&P") and
Moody's Investors Service, Inc. ("Moody's").  The two highest ratings by S&P and
Moody's  are "AAA" and "AA" by S&P in the case of  long-term  bonds and notes or
"Aaa" and "Aa" by  Moody's  in the case of bonds;  "SP-1"  and  "SP-2" by S&P or
"MIG-1" and  "MIG-2" by Moody's in the case of notes;  "A-1" and "A-2" by S&P or
"Prime-1" and "Prime-2" by Moody's in the case of tax-exempt  commercial  paper.
The highest rating in the case of variable and floating demand notes is "VMIG-1"
by Moody's and "SP-1/AA" by S&P. Such instruments may produce a lower yield than
would be  available  from less highly  rated  instruments.  The Fund's  Board of
Directors has determined that obligations  which are backed by the credit of the
Federal  government  (the  interest on which is not exempt from  Federal  income
taxation) will be considered to have a rating equivalent to Moody's "Aaa".
    
Subsequent to its purchase by the Fund,  the quality of an investment  may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs,  the Board of Directors of the Fund shall  reassess
promptly whether the security  presents minimal credit risks and shall cause the
Fund to take such  action as the Board of  Directors  determines  is in the best
interest of the Fund and its shareholders. However, reassessment is not required
if the  security  is disposed of or matures  within  five  business  days of the
Manager  becoming aware of the new rating and provided further that the Board of
Directors is subsequently notified of the Manager's actions.

In addition, in the event that a security (1) is in default, (2) ceases to be an
eligible  investment  under Rule 2a-7 or (3) is determined to no longer  present
minimal  credit  risks,   the  Fund  will  dispose  of  the  security  absent  a
determination  by the Fund's  Board of Directors  that  disposal of the security
would not be in the best  interests of the Fund.  In the event that the security
is disposed of it shall be disposed of as soon as  practicable  consistent  with
achieving  an orderly  disposition  by sale,  exercise of any demand  feature or
otherwise.  In  the  event  of  a  default  with  respect  to a  security  which
immediately  before default  accounted for 1/2 of 1% or more of the Fund's total
assets, the Fund shall promptly notify the Securities and Exchange Commission of
such fact and of the  actions  that the Fund  intends to take in response to the
situation.

In view of the "concentration" of the Fund in bank participation certificates in
Connecticut  Municipal  Obligations,  which may be  secured  by bank  letters of
credit  or  guarantees,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail which include extensive  governmental  regulation,
changes in the  availability  and cost of  capital  funds and  general  economic
condition.   (See   "Variable   Rate  Demand   Instruments   and   Participation
Certificates" in the Statement of Additional  Information.) Banks are subject to
extensive governmental regulations which may limit both the amounts and types of
loans and other 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  operations under prevailing money market  conditions.  Also,
general  economic  conditions  play an important  part in the operations 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.  The Fund may invest 25% or more of the net assets of
any  portfolio  in  securities  that are related in such a way that an economic,
business or political  development  or change  affecting  one of the  securities
would also affect the other securities  including,  for example,  securities the
interest  upon  which  is paid  from  revenues  of  similar  type  projects,  or
securities the issuers of which are located in the same state.

All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund's
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.

As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory restriction under the 1940 Act with respect to investing its assets in
one or relatively  few issuers.  This  non-diversification  may present  greater
risks than in the case of a diversified  company.  However,  the Fund intends to
qualify as a
                                       6
<PAGE>


"regulated  investment company" under Subchapter M of the Code. The Fund will be
restricted  in that,  at the close of each quarter of the taxable year, at least
50% of the value of its total  assets must be  represented  by cash,  government
securities,  investment  company  securities  and other  securities  limited  in
respect  of any one  issuer to not more than 5% in value of the total  assets of
the Fund and to not more than 10% of the outstanding  voting  securities of such
issuers. In addition, at the close of each quarter of its taxable year, not more
than 25% in value of the Fund's  total assets may be invested in  securities  of
one issuer other than government  securities.  The limitations described in this
paragraph  are  not  fundamental  policies  and  may be  revised  to the  extent
applicable  Federal income tax  requirements  are revised.  (See "Federal Income
Taxes" herein.)

The  primary  purpose of  investing  in a  portfolio  of  Connecticut  Municipal
Obligations  is  the  special  tax  treatment  accorded   Connecticut   resident
individual investors. However, payment of interest and preservation of principal
is  dependent  upon the  continuing  ability of the issuers  and/or  obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.   Investors   should   consider  the  greater  risk  of  the  Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should  compare  yields  available on  portfolios  of  Connecticut
issues with those of more diversified  portfolios including  out-of-state issues
before making an investment  decision.  The Fund's  management  believes that by
maintaining the Fund's investment portfolio in liquid, short-term,  high quality
investments, including participation certificates and other variable rate demand
instruments  that  have  high  quality  credit  support  from  banks,  insurance
companies or other financial  institutions,  the Fund is largely  insulated from
the credit risks that may exist on long-term Connecticut Municipal  Obligations.
For  additional  information,  please  refer  to  the  Statement  of  Additional
Information.

- --------------------------------------------------------------------------------
                            CONNECTICUT RISK FACTORS
- --------------------------------------------------------------------------------
   
Because of the Fund's  concentration  in investments  in  Connecticut  Municipal
Obligations,  the safety of an investment in the Fund will depend importantly on
the  financial  strength of  Connecticut  and its  political  subdivisions.  The
Connecticut  economy  relies in part on  activities  that have been  subject  to
cyclical  change,  and the State is now in a recession the depth and duration of
which are  uncertain.  The State's  General Fund ran operating  deficits for the
four fiscal years ended June 30, 1991, and accumulated an unappropriated deficit
of $965,712,000.  While the State's General Fund ran operating surpluses for the
four fiscal years ended June 30, 1995,  largely  because of the enactment of the
Connecticut  Personal Income Tax,  contractions in defense and other  industries
are adversely  affecting  Connecticut's  economy,  and  unemployment and poverty
plague  some of its cities and towns.  There can be no  assurance  that  general
economic difficulties or the financial circumstances of Connecticut or its towns
and cities will not adversely  affect the market value of their  obligations  or
the ability of the obligors to pay debt service on such obligations.
    
- --------------------------------------------------------------------------------
                            MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

The Fund's Board of Directors  which is responsible  for the overall  management
and  supervision of the Fund, has employed Reich & Tang Asset  Management,  L.P.
("the Manager") to serve as investment manager of the Fund. The Manager provides
persons  satisfactory  to the Fund's  Board of Directors to serve as officers of
the Fund. Such officers, as well as certain other employees and directors of the
Fund, may be directors or officers of Reich & Tang Asset  Management,  Inc., the
sole  general  partner  of the  Manager,  or  employees  of the  Manager  or its
affiliates. Due to the services performed by the Manager, the Fund currently has
no  employees  and its  officers  are not  required to devote  full-time  to the
affairs of the Fund. The Statement of Additional  Information  contains  general
background  information  regarding  each director and  principal  officer of the
Fund.
   
The Manager is a Delaware  limited  partnership with its principal office at 600
Fifth  Avenue,  New York,  New York  10020.  The  Manager  was at April 30, 1996
investment manager,  adviser or supervisor with respect to assets aggregating in
excess of $9.1 billion.  The Manager acts as investment manager or administrator
of fifteen  other  registered  investment  companies  and also  advises  pension
trusts, profit-sharing trusts and endowments.

New England  Investment  Companies,  L.P.  ("NEICLP") is the limited partner and
owner of a 99.5% interest in the newly created limited partnership, Reich & Tang
Asset  Management  L.P.,  the Manager.  Reich & Tang Asset  Management,  Inc. (a
wholly-owned  subsidiary  of NEICLP)  is the  general  partner  and owner of the
remaining .5% interest of the Manager.  Reich & Tang Asset  Management  L.P. has
succeeded NEICLP as the Manager of the Fund.

New England Investment  Companies,  Inc. ("NEIC"), a Massachusetts  corporation,
serves as the sole  general  partner  of NEICLP.  The New  England  Mutual  Life
Insurance  Company ("The New  England")  owns  approximately  55.9% of the total
partnership  units   outstanding  of  NEICLP,   and  Reich  &  Tang,  Inc.  owns


                                       7
<PAGE>

approximately 17.6% of the outstanding partnership units of NEICLP. In addition,
NEIC is a  wholly-owned  subsidiary  of The New  England  which  may be deemed a
"controlling person" of the Manager.  NEIC is a holding company offering a broad
array of investment  styles across a wide range of asset categories  through ten
investment  advisory/management  affiliates and two  distribution  subsidiaries.
These  include,  in addition to the  Manager,  Loomis,  Sayles & Company,  L.P.,
Copley Real Estate Advisors,  Inc., Back Bay Advisors, L.P., Marlborough Capital
Advisors, L.P., Westpeak Investment Advisors, L.P., Draycott Partners, Ltd., TNE
Investment  Services,  L.P., New England  Investment  Associates,  Inc.,  Harris
Associates and an affiliate,  Capital  Growth  Management  Limited  Partnership.
These  affiliates  in the aggregate  are  investment  advisors or managers to 42
other registered investment companies.
    
Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.

For its services under the Investment Management Contract,  the Manager receives
from the Fund a fee  equal to .30% per  annum of the  Fund's  average  daily net
assets for managing  the Fund's  investment  portfolio  and  performing  related
services.  In addition  to its fees under the  Investment  Management  Contract,
Reich & Tang  Distributors  L.P.,  (the  "Distributor"),  receives a service fee
equal to .20% per  annum of the  Fund's  average  daily  net  assets  under  the
Shareholder Servicing Agreement. The fees are accrued daily and paid monthly.

Pursuant  to the  Administrative  Services  Contract  for the Fund,  the Manager
performs clerical,  accounting  supervision and office service functions for the
Fund and provides the Fund the  personnel to (i) supervise  the  performance  of
bookkeeping  and related  services by Investors  Fiduciary  Trust  Company,  the
Fund's  bookkeeping  agent;  (ii) prepare reports to and filings with regulatory
authorities;  and (iii) perform such other services as the Fund may from time to
time  request of the  Manager.  The  personnel  rendering  such  services may be
employees of the Manager or its affiliates.  The Manager, at its discretion, may
voluntarily waive all or a portion of the  administrative  services fee. For its
services under the Administrative  Services Contract, the Manager receives a fee
equal to .21% per annum of the Fund's  average daily net assets.  Any portion of
the total  fees  received  by the  Manager  may be used to  provide  shareholder
services  and for  distribution  of Fund shares (see  "Distribution  and Service
Plan" herein).

- --------------------------------------------------------------------------------
                           DESCRIPTION OF COMMON STOCK
- --------------------------------------------------------------------------------

The Fund was  incorporated in Maryland on March 8, 1985. The authorized  capital
stock of the Fund consists of twenty  billion shares of stock having a par value
of  one-tenth  of one cent  ($.001) per share.  The Fund's Board of Directors is
authorized  to divide the unissued  shares into separate  series of stock,  each
series representing a separate,  additional investment portfolio.  Shares of all
series will have identical voting rights,  except where, by law, certain matters
must be approved by a majority of the shares of the affected series.  Each share
of  any  series  of  shares  when  issued  has  equal  dividend,   distribution,
liquidation  and voting  rights  within the series for which it was issued,  and
each fractional  share has those rights in proportion to the percentage that the
fractional  share  represents  of a whole  share.  Shares  will be  voted in the
aggregate.  There are no conversion or preemptive  rights in connection with any
shares of the Fund. All shares,  when issued in accordance with the terms of the
offering  will be fully paid and  nonassessable.  Shares are  redeemable  at net
asset value, at the option of the shareholder.
   
Under its  Articles of  Incorporation  the Fund has the right to redeem for cash
shares of stock owned by any  shareholder to the extent and at such times as the
Fund's Board of Directors  determines to be necessary or  appropriate to prevent
an undue concentration of stock ownership which would cause the Fund to become a
"personal holding company" for Federal income tax purposes.  In this regard, the
Fund may also  exercise  its right to reject  purchase  orders.  As of April 30,
1996, the amount of shares owned by all officers and directors of the Fund, as a
group, was less than 1% of the outstanding shares of the Fund.
    
The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
directors can elect 100% of the  directors if the holders  choose to do so, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors.  Certificates  for Fund shares will
ot be issued to an investor.

- --------------------------------------------------------------------------------
                           DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Fund declares  dividends equal to all its net investment  income  (excluding
capital gains and losses,  if any, and  amortization of market discount) on each
Fund  Business  Day and  generally  pays  dividends  monthly.  There is no fixed
dividend rate. In computing  these  dividends,  interest earned and expenses are
accrued daily.

                                       8
<PAGE>


Net realized  capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Fund's fiscal year.

All dividends and distributions of capital gains are  automatically  invested in
additional Fund shares immediately upon payment thereof unless a shareholder has
elected by written notice to the Fund to receive either of such distributions in
cash.

- --------------------------------------------------------------------------------
                        HOW TO PURCHASE AND REDEEM SHARES
- --------------------------------------------------------------------------------
HOW TO BUY SHARES

You can  purchase  shares  of the Fund  through  broker-dealers,  banks or other
financial   intermediaries,   or  directly  through  EFD.  The  minimum  initial
investment  is $1,000  which may be waived in  certain  situations.  There is no
minimum for subsequent  investments.  In states where EFD is not registered as a
broker-dealer, shares of the Fund will only be sold through other broker-dealers
or other financial  institutions that are registered.  Only Evergreen shares are
offered through this  Prospectus.  Instructions on how to purchase shares of the
Fund are set forth in the Share Purchase Application.

Additional Purchase Information.  As a condition of this offering, if a purchase
is canceled due to nonpayment or because an investor's check does not clear, the
investor will be responsible for any loss the Fund or the Fund's Manager incurs.
If such investor is an existing shareholder, the Fund may redeem shares from his
or her account to  reimburse  the Fund or the Fund's  Manager  for any loss.  In
addition,  such  investors may be prohibited or restricted  from making  further
purchase in any of the Evergreen mutual funds.

HOW TO REDEEM SHARES

You may  "redeem",  i.e.,  sell your  shares in the Fund to the Fund on any Fund
Business Day, either directly or through your financial intermediary.  The price
you will receive is the net asset value next calculated  after the Fund receives
your request in proper form. Proceeds generally will be sent to you within seven
days.  However,  for shares recently  purchased by check, the Fund will not send
proceeds  until it is  reasonably  satisfied  that the check has been  collected
(which may take up to ten days).  Once a redemption  request has been telephoned
or mailed, it is irrevocable and may not be modified or canceled.

Redeeming  Shares  Through Your  Financial  Intermediary.  The Fund must receive
instructions  from your financial  intermediary  before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value.  Your financial  intermediary  is
responsible  for  furnishing  all  necessary  documentation  to the Fund and may
charge you for this service.  Certain financial  intermediaries may require that
you give instructions earlier than 4:00 p.m. (Eastern time).

Redeeming  Shares  Directly  by Mail  or  Telephone.  Send a  signed  letter  of
instruction  or stock power form to State Street Bank and Trust Company  ("State
Street") which is the registrar,  transfer agent and dividend  disbursing  agent
for the Fund. Stock power forms are available from your financial  intermediary,
State Street,  and many commercial banks.  Additional  documentation is required
for the sale of shares by corporations,  financial  intermediaries,  fiduciaries
and surviving joint owners. Signature guarantees are required for all redemption
requests  for shares with a value of more than  $10,000 or where the  redemption
proceeds  are to be mailed to an address  other  than that shown in the  account
registration.  A signature guarantee must be provided by a bank or trust company
(not a Notary  Public),  a member firm of a domestic  stock exchange or by other
financial institutions whose guarantees are acceptable to State Street.

Shareholders  may  withdraw  amounts  of $1,000 or more from their  accounts  by
calling State Street at 800-423-2615 between the hours of 8:00 a.m. to 5:30 p.m.
(Eastern time) each Fund Business Day.  Redemption requests made after 4:00 p.m.
(Eastern  time) will be processed  using the net asset value  determined  on the
next  business  day. Such  redemption  requests  must include the  shareholder's
account  name,  as  registered  with the Fund,  and the account  number.  During
periods of drastic  economic  or market  changes,  shareholders  may  experience
difficulty in effecting  telephone  redemptions.  Shareholders who are unable to
reach State Street by telephone should follow the procedures  outlined above for
redemption by mail.

The telephone redemption service is not available to shareholders automatically.
Shareholders  wishing to use the telephone redemption service must indicate this
on the Share Purchase  Application and choose how the redemption proceeds are to
be  paid.  Redemption  proceeds  will  either  (i) be  mailed  by  check  to the
shareholder  at the address in which the account is  registered or (ii) be wired
to an account with the same  registration  as the  shareholder's  account in the
Fund at a designated  commercial bank.  State Street  currently  deducts a $5.00
wire charge from all redemption proceeds wired. This charge is subject to change
without notice. Redemption proceeds will be wired on the same day if the request
is made prior to 12 noon (Eastern  time).  Such shares,  however,  will not earn
dividends for that day.  Redemption  requests  received  after 12 noon will earn
dividends for that day, and the proceeds will be wired on the following business
day.  A  shareholder  who  decides  later  to use  this  service,  or to  change
instructions already given, should fill out a


                                       9
<PAGE>


Shareholder  Services  Form and send it to State Street Bank and Trust  Company,
P.O.  Box  9021,  Boston,  Massachusetts  02205-9827,  with  such  shareholder's
signature  guaranteed by a bank or trust company (not a Notary Public), a member
firm of a domestic  stock  exchange  or by other  financial  institutions  whose
guarantees   are   acceptable  to  State  Street.   Shareholders   should  allow
approximately  ten days for such  form to be  processed.  The Fund  will  employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. These procedures include requiring some form of personal identification
prior to acting upon instructions and tape recording of telephone  instructions.
If the Fund fails to follow such procedures, it may be liable for any losses due
to  unauthorized  or  fraudulent  instructions.  The Fund will not be liable for
following telephone  instructions  reasonably  believed to be genuine.  The Fund
reserves the right to refuse a telephone  redemption if it is believed advisable
to do so.  Financial  intermediaries  may  charge a fee for  handling  telephone
requests.  Procedures  for redeeming Fund shares by telephone may be modified or
terminated without notice at any time.

Redemptions by Check.  Upon request,  the Fund will provide holders of Evergreen
shares,  without  charge,  with checks drawn on the Fund that will clear through
State  Street.  Shareholders  will  be  subject  to  State  Street's  rules  and
regulations governing such checking accounts. Checks will be sent usually within
ten business days following the date the account is  established.  Checks may be
made  payable to the order of any payee in an amount of $250 or more.  The payee
of the  check may cash or  deposit  it like a check  drawn on a bank  (Investors
should be aware that, as in the case with regular bank checks, certain banks may
not provide cash at the time of deposit,  but will wait until they have received
payment from State  Street.)  When such a check is presented to State Street for
payment,  State Street, as the shareholder's  agent, causes the Fund to redeem a
sufficient number of full and fractional shares in the shareholder's  account to
cover the amount of the check.  Checks will be returned by State Street if there
are  insufficient or  uncollectable  shares to meet the withdrawal  amount.  The
check writing procedure for withdrawal enables  shareholders to continue earning
income  on the  shares  to be  redeemed  up to but not  including  the  date the
redemption check is presented to State Street for payment.

Shareholders  wishing  to use this  method  of  redemption  should  fill out the
appropriate  part of the Share  Purchase  Application  (including  the Signature
Card) and mail the completed form to State Street Bank and Trust  Company,  P.O.
Box 9021, Boston, Massachusetts 02205-9827. Shareholders requesting this service
after an account has been opened must  contact  State  Street  since  additional
documentation  will be required.  Currently there is no charge either for checks
or for the clearance of any checks. This service may be terminated or altered at
any time.

- ------------------------------------------------------------------------------- 
                              SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

The Fund offers the following shareholder  services.  For more information about
these services or your account, contact EFD or the toll-free number on the front
of this  Prospectus.  Some  services  are  described in more detail in the Share
Purchase Application.

Systematic  Investment Plan. You may make monthly or quarterly  investments into
an   existing   account   automatically   in  amounts  of  not  less  than  $25.

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $25,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's  account two business days after the request
is received.

Systematic Cash Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing  account  reaches that size, you may  participate in the Fund's
Systematic Cash Withdrawal Plan by filling out the appropriate part of the Share
Purchase  Application.  Under this plan,  you may receive (or designated a third
party to receive) a monthly or  quarterly  check in a stated  amount of not less
than $75. Fund shares will be redeemed as necessary to meet withdrawal payments.
All   participants   must  elect  to  have  their  dividends  and  capital  gain
distributions reinvested automatically.  In order to make a payment, a number of
shares equal in aggregate net asset value to the payment  amount are redeemed at
their net asset value on the Fund Business Day immediately preceding the date of
payment.  To the extent that the  redemptions  to make plan payments  exceed the
number of shares purchased through  reinvestment of dividends and distributions,
the redemptions  reduce the number of shares  purchased on original  investment,
and may ultimately liquidate a shareholder's investment.  Because the withdrawal
plan involves the  redemption of Fund shares,  such  withdrawals  may constitute
taxable events to the  shareholder  but the Fund does not expect that there will
be any realizable capital gains.

Investments  Through  Employee Benefit and Savings Plan.  Certain  qualified and
non-qualified  benefit  and  savings  plans may make  shares of the Fund and the
other  Evergreen  mutual  funds  available  to their  participants.  Each Fund's
investment adviser may provide compensation to organizations providing


                                       10

<PAGE>

administrative  and  recordkeeping  services  to plans  which make shares of the
Evergreen mutual funds available to their participants.

Automatic Reinvestment Plan. For the convenience of investors, all dividends and
distributions are automatically  reinvested in full and fractional shares of the
Fund at the net  asset  value per  share at the  close of  business  on the last
business  day of each month,  unless  otherwise  requested by a  shareholder  in
writing. If the transfer agent does not receive a written request for subsequent
dividends  and/or  distributions to be paid in cash at least three full business
days prior to a given record date, the dividends and/or distributions to be paid
to a  shareholder  will be  reinvested.  If you elect to receive  dividends  and
distributions in cash and the U.S. Postal Service cannot deliver the checks,  or
if the checks remain uncashed for six months, the checks will be reinvested into
your account at the then current net asset value.

Tax  Sheltered  Retirement  Plans.  You may open a pension  and  profit  sharing
account in any Evergreen  mutual fund (except those funds having an objective of
providing  tax free  income),  including:  (i)  Individual  Retirement  Accounts
("IRAs") and Rollover  IRAs;  (ii)  Simplified  Employee  Pension (SEP) for sole
proprietors,  partnerships and corporations;  and (iii) Profit-Sharing and Money
Purchase Pension Plans for corporations and their employees.

The Fund sells and redeems its shares on a  continuing  basis at their net asset
value and does not impose a charge for either sales or redemptions.

In order to maximize earnings on its portfolio, the Fund normally has its assets
as fully invested as is  practicable.  Many securities in which the Fund invests
require immediate settlement in funds of Federal Reserve member banks on deposit
at a Federal Reserve Bank (commonly known as "Federal Funds").  Accordingly, the
Fund does not accept a subscription or invest an investor's payment in portfolio
securities until the payment has been converted into Federal Funds.

Shares  will be issued as of the first  determination  of the  Fund's  net asset
value per share made after  acceptance of the  investor's  purchase order at the
net asset value per share next  determined  after receipt of the purchase order.
Shares begin accruing income  dividends on the day they are purchased.  The Fund
reserves the right to reject any subscription for its shares.

Shares are  issued as of 12 noon,  Eastern  time,  on any Fund  Business  Day as
defined herein on which an order for the shares and  accompanying  Federal Funds
are received by the Fund's transfer agent before 12 noon. Orders  accompanied by
Federal Funds and received  after 12 noon,  Eastern time, on a Fund Business Day
will not result in share  issuance  until the following  Fund Business Day. Fund
shares begin accruing income on the day the shares are issued to an investor.

There is no  redemption  charge,  no minimum  period of  investment,  no minimum
amount for a redemption, and no restriction on frequency of withdrawals.  Unless
other  instructions  are given in proper form to the Fund's  transfer  agent,  a
check for the proceeds of a redemption will be sent to the shareholder's address
of record. If a shareholder elects to redeem all the shares of the Fund he owns,
all  dividends  accrued  to the  date  of  such  redemption  will be paid to the
shareholder along with the proceeds of the redemption.

The  right  of  redemption  may not be  suspended  or the date of  payment  upon
redemption  postponed for more than seven days after the shares are tendered for
redemption, except for any period during which the New York Stock Exchange, Inc.
is closed (other than  customary  weekend and holiday  closings) or during which
the  Securities  and Exchange  Commission  determines  that  trading  thereon is
restricted,  or for any period during which an emergency  (as  determined by the
Securities and Exchange  Commission) exists as a result of which disposal by the
Fund of its portfolio securities is not reasonably practicable or as a result of
which it is not  reasonably  practicable  for the Fund fairly to  determine  the
value of its net assets, or for such other period as the Securities and Exchange
Commission  may by order permit for the  protection of the  shareholders  of the
Fund.

Redemption  requests  received  by the  Fund's  transfer  agent  before 12 noon,
Eastern  time,  on any Fund  Business Day become  effective at 12 noon that day.
Shares redeemed are not entitled to participate in dividends declared on the day
a redemption  becomes  effective.  A redemption  request received after 12 noon,
Eastern  time,  on any Fund  Business  Day  becomes  effective  on the next Fund
Business Day.

The Fund has reserved the right to close an account that through redeemption has
remained  below $1000 for 30 days.  Shareholders  will receive 60 days'  written
notice to increase the account value before the account is closed.

The  redemption of shares may result in the  investor's  receipt of more or less
than paid for the shares and, thus, in a taxable gain or loss to the investor.

EFFECT OF BANKING LAWS

The Glass-Steagall Act limits the ability of a depository  institution to become
an  underwriter  or  distributor  of  securities.   However,   it  is  the  Fund
management's position that banks are not prohibited from


                                       11
<PAGE>

acting  in  other  capacities  for  investment  companies,   such  as  providing
administrative  and  shareholder  account  maintenance  services  and  receiving
compensation from the Manager for providing such services.  However,  this is an
unsettled  area  of  the  law  and  if a  determination  contrary  to  the  Fund
management's  position is made by a bank regulatory  agency or court  concerning
shareholder servicing and administration payments to banks from the Manager, any
such payments will be terminated and any shares  registered in the banks' names,
for  their  underlying  customers,  will  be  re-registered  in the  name of the
customers  at no  cost to the  Fund  or its  shareholders.  In  addition,  state
securities laws may differ on this issue from the interpretations of Federal law
expressed  herein  and banks  and  financial  institutions  may be  required  to
register as underwriters, distributors or dealers pursuant to state law.

- --------------------------------------------------------------------------------
                          DISTRIBUTION AND SERVICE PLAN
- --------------------------------------------------------------------------------

Pursuant  to Rule  12b-1  under  the  1940  Act,  the  Securities  and  Exchange
Commission  has required  that an  investment  company which bears any direct or
indirect expense of distributing its shares must do so only in accordance with a
plan  permitted  by the  Rule.  The  Fund's  Board of  Directors  has  adopted a
distribution  and service plan (the "Plan") and,  pursuant to the Plan, the Fund
has entered into a Distribution  Agreement with Reich & Tang  Distributors  L.P.
(the  "Distributor") and a Shareholder  Servicing Agreement with the Manager and
the Distributor.
   
Reich & Tang Asset Management,  Inc. serves as the sole general partner for both
Reich & Tang Asset  Management L.P. and Reich & Tang  Distributors  L.P. Reich &
Tang  Asset   Management  L.P.  serves  as  the  sole  limited  partner  of  the
Distributor.
    
Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund,  will  solicit  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions  and orders will not be binding on the
Fund until accepted by the Fund as principal.

For its services under the  Shareholder  Servicing  Agreement,  the  Distributor
receives  from the Fund a  service  fee  equal to .20% per  annum of the  Fund's
average daily net assets (the  "Shareholder  Servicing Fee"). The fee is accrued
daily and paid  monthly  and any  portion of the fee may be deemed to be used by
the  Distributor for purposes of distribution of Fund shares and for payments to
Participating Organizations with respect to servicing their clients or customers
who are shareholders of the Fund.

The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the  Manager  and  Distributor  in  carrying  out  their  obligations  under the
Shareholder Servicing Agreement and (ii) preparing,  printing and delivering the
Fund's  prospectus  to  existing  shareholders  of the  Fund and  preparing  and
printing subscription application forms for shareholder accounts.
   
The Plan  provides that the Manager may make payments from time to time from its
own  resources,  which may include the  Management  Fee and past profits for the
following  purposes:  (i) to  defray  the costs of,  and to  compensate  others,
including Participating Organizations with whom the Distributor has entered into
written   agreements,   for   performing   shareholder   servicing  and  related
administrative  functions  on  behalf of the Fund;  (ii) to  compensate  certain
Participating  Organizations for providing assistance in distributing the Fund's
shares;  and (iii) to pay the costs of  printing  and  distributing  the  Fund's
prospectus to  prospective  investors and to defray the cost of the  preparation
and  printing  of  brochures  and  other  promotional  materials,   mailings  to
prospective  shareholders,   advertising,   and  other  promotional  activities,
including the salaries and/or  commissions of sales personnel in connection with
the  distribution  of the Fund's shares.  The Distributor may also make payments
from time to time from its own  resources,  which may  include  the  Shareholder
Servicing Fee and past profits,  for the purposes  enumerated in (i) above.  The
Manager and the Distributor may make payments to Participating Organizations for
providing  certain of such services up to a maximum of (on an annualized  basis)
 .40% of the  average  daily net asset value of the shares  serviced  through the
Participating  Organization.  However,  the Distributor in its sole  discretion,
will  determine the amount of such payments made pursuant to the Plan,  provided
that such  payments  will not  increase the amount which the Fund is required to
pay to the Manager and the  Distributor for any fiscal year under the Investment
Management  Contract,  the  Shareholder  Servicing  Agreement in effect for that
year.

For the fiscal year ended January 31, 1996,  the total amount spent  pursuant to
the Plan was .38% of the average  daily net assets of the Fund, of which .20% of
the average  daily net assets was paid by the Fund to the  Manager,  pursuant to
the  Shareholder  Servicing  Agreement  and an amount  representing  .18% of the
average  daily  net  assets  was paid by the  Manager  (which  may be  deemed an
indirect payment by the Fund).
    
                                       12
<PAGE>

- --------------------------------------------------------------------------------
                              FEDERAL INCOME TAXES
- --------------------------------------------------------------------------------

The Fund has elected to qualify under the Code as a regulated investment company
that distributes  "exempt-interest dividends" as defined in the Code. The Fund's
policy is to distribute  as dividends  each year 100% (and in no event less than
90%) of its  tax-exempt  interest  income,  net of certain  deductions,  and its
investment  company taxable income (if any). If  distributions  are made in this
manner,  dividends  designated as derived from the interest  earned on Municipal
Obligations  are  "exempt-interest  dividends"  and are not  subject  to regular
Federal income tax although such  "exempt-interest  dividends" may be subject to
Federal alternative minimum tax. Dividends paid from taxable income, if any, and
distributions of any realized  short-term capital gains (whether from tax-exempt
or taxable  obligations)  are taxable to  shareholders  as  ordinary  income for
Federal  income  tax  purposes,  whether  received  in  cash  or  reinvested  in
additional  shares of the Fund.  The Fund does not expect to  realize  long-term
capital  gains,  and  thus  does  not  contemplate  distributing  "capital  gain
dividends" or having undistributed capital gain income within the meaning of the
Code. The Fund will inform  shareholders  of the amount and nature of its income
and gains in a written  notice  mailed to  shareholders  not later  than 60 days
after the close of the Fund's  taxable  year.  For Social  Security  recipients,
interest on tax-exempt bonds,  including  tax-exempt  interest dividends paid by
the Fund, is to be added to adjusted  gross income for purposes of computing the
amount of Social  Security  benefits  includible  in gross  income.  The Revenue
Reconciliation  Act of 1993  (P.L.  103-66)  and other  recent  tax  legislation
affects many of the Federal tax aspects of Municipal  Obligations and makes many
important  changes to the Federal  income tax system,  including  an increase in
marginal  tax rates.  In addition to these  changes,  the Tax Reform Act of 1986
(P.L. 99-514) limited the annual amount of many types of tax-exempt bonds that a
state may issue and revised  current  arbitrage  restrictions.  P.L. 99-514 also
provided that interest on certain "private  activity bonds"  (generally,  a bond
issue in which  more than 10% of the  proceeds  are used for a  non-governmental
trade or business  and which meets the private  security or payment  test,  or a
bond issue which meets the private loan  financing  test) issued after August 7,
1986  will  constitute  an  item of tax  preference  subject  to the  individual
alternative  minimum tax and P.L. 103-66  increases the alternative  minimum tax
rate for taxpayers other than corporations to up to 28%.  Further,  corporations
will be required to include in alternative  minimum taxable  income,  75% of the
amount by which their adjusted current earnings (including generally, tax-exempt
interest) exceeds their alternative  minimum taxable income (determined  without
this item).  In  addition,  in certain  cases  Subchapter  S  corporations  with
accumulated  earnings and profits  from  Subchapter C years will be subject to a
tax on "passive investment income," including tax-exempt interest.
   
Interest on certain "private activity bonds"  (generally,  a bond issue in which
more than 10% of the proceeds are used for a non-governmental  trade or business
and which meets the  private  security  or payment  test,  or a bond issue which
meets  the  private  loan  financing  test)  issued  after  August  7, 1986 will
constitue  an item  of tax  preference  subject  to the  individual  alternative
minimum tax.
    
With  respect to  variable  rate  demand  instruments,  including  participation
certificates  therein,  the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund,  that it will be treated for Federal income tax purposes as
the owner thereof and that the interest on the underlying Municipal  Obligations
will be tax-exempt  from Federal  income taxes to the Fund.  Counsel has pointed
out that the Internal  Revenue Service has announced that it will not ordinarily
issue  advance  rulings  on the  question  of the  ownership  of  securities  or
participation  interests  therein  subject to a put and could reach a conclusion
different  from that  reached by counsel.  (See  "Federal  Income  Taxes" in the
Statement of Additional Information.)

In South  Carolina  v.  Baker,  the U.S.  Supreme  Court  held that the  Federal
government  may  constitutionally  require  states to register  bonds which they
issue  and  may  subject  the  interest  on such  bonds  to  Federal  tax if not
registered,  and  the  Court  further  held  that  there  is  no  constitutional
prohibition  against the Federal  government taxing the interest earned on state
or other municipal  bonds.  The Supreme Court decision  affirms the authority of
the Federal  government  to regulate  and  control  bonds such as the  Municipal
Obligations and to tax such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.

- --------------------------------------------------------------------------------
                            CONNECTICUT INCOME TAXES
- --------------------------------------------------------------------------------
   
The  designation  of all or a  portion  of a  dividend  paid  by the  Fund as an
"exempt-interest  dividend"  under the Code does not  necessarily  result in the
exemption  of such amount  from tax under the laws of any state or local  taxing
authority.  However, in the opinion of Day, Berry & Howard,  special Connecticut
tax  counsel to the Fund,  exempt-interest  dividends  correctly  designated  as
derived  from  Connecticut  Municipal  Obligations  received by the Fund are not
subject to the Connecticut Personal Income Tax.

                                       13
<PAGE>

Exempt-interest  dividends  that  are not  derived  from  Connecticut  Municipal
Obligations  and any other  dividends  of the Fund that are  treated as ordinary
income for Federal  income tax purposes are  includible in a taxpayer's tax base
for the purposes of the Connecticut Personal Income Tax.

While  capital gain  dividends  are not  anticipated  by the Fund,  capital gain
dividends and amounts,  if any, in respect of  undistributed  long-term  capital
gains of the Fund would be includible  in a taxpayer's  tax base for purposes of
the Connecticut Personal Income Tax, as would gains, if any, recognized upon the
redemption,  sale,  or exchange of shares of the Fund,  except that capital gain
dividends  derived  from  obligations  issued  by or on  behalf  of the State of
Connecticut, its political subdivisions, or any public instrumentality, state or
local authority, district or similar public entity created under Connecticut law
are not subject to the tax.

Exempt-interest  dividends,  other than those derived from Connecticut Municipal
Obligations, are subject to the net Connecticut minimum tax.

All exempt-interest dividends are includible in gross income for purposes of the
Connecticut  Corporation  Business  Tax payable by  corporations.  However,  the
Corporation  Business Tax allows a deduction for a portion of amounts includible
in gross income  thereunder  to the extent they are treated as  dividends  other
than exempt-interest  dividends or capital gain dividends for Federal income tax
purposes, but disallows deductions for expenses related to such amounts.
    
Shareholders  are  urged to  consult  their tax  advisors  with  respect  to the
treatment of distributions from the Fund in their own states and localities.

- --------------------------------------------------------------------------------
                               GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Fund was  incorporated  under the laws of the State of  Maryland on March 8,
1985 and it is  registered  with the  Securities  and Exchange  Commission  as a
non-diversified, open-end management investment company.

The Fund prepares semi-annual unaudited and annual audited reports which include
a list  of  investment  securities  held  by the  Fund  and  which  are  sent to
shareholders.

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's shareholders.  This is because the By-Laws of the Fund provide for annual
meetings only (a) for the election of directors, (b) for approval of the revised
investment  advisory  contracts with respect to a particular  class or series of
stock, (c) for approval of revisions to the Fund's  distribution  agreement with
respect  to a  particular  class or series of  stock,  and (d) upon the  written
request of holders or shares entitled to cast not less than 25% of all the votes
entitled to be cast at such meeting.  Annual and other  meetings may be required
with respect to such additional  matters relating to the Fund as may be required
by the 1940 Act  including  the removal of Fund  director(s)  and  communication
among  shareholders,  any  registration  of the  Fund  with the  Securities  and
Exchange  Commission or any state, or as the Directors may consider necessary or
desirable.  Each  Director  serves  until the next  meeting of the  shareholders
called  for the  purpose of  considering  the  election  or  reelection  of such
Director  or of a  successor  to such  Director,  and  until  the  election  and
qualification of his or her successor,  elected at such a meeting, or until such
Director  sooner  dies,  resigns,  retires  or is  removed  by the  vote  of the
shareholders.

For further  information with respect to the Fund and the shares offered hereby,
reference is made to the Fund's registration statement filed with the Securities
and Exchange  Commission,  including  the  exhibits  thereto.  The  Registration
Statement  and the  exhibits  thereto  may be  examined  at the  Securities  and
Exchange  Commission  and copies thereof may be obtained upon payment of certain
duplicating fees.

- --------------------------------------------------------------------------------
                                 NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value of the Fund's shares is  determined  as of 12 noon,  Eastern
time,  on each Fund  Business  Day.  Fund  Business Day means  weekdays  (Monday
through  Friday)  except  customary  business  holidays and Good  Friday.  It is
computed by dividing the value of the Fund's net assets (i.e.,  the value of its
securities and other assets less its liabilities,  including expenses payable or
accrued but  excluding  capital stock and surplus) by the total number of shares
outstanding.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of  Directors  will  consider  whether  any  action  should be  initiated.
Although the  amortized  cost method  provides  certainty in  valuation,  it may
result in periods during

                                       14
<PAGE>


which the value of an instrument is higher or lower than the price an investment
company would receive if the instrument  were sold. The Fund intends to maintain
a stable net asset value at $1.00 per share  although  there can be no assurance
that this will be achieved.

- --------------------------------------------------------------------------------
                         CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------

Investors Fiduciary Trust Company,  127 West 10th Street,  Kansas City, Missouri
64105,  is custodian for the Fund's cash and  securities.  State Street Bank and
Trust Company, P.O. Box 9021, Boston, Massachusetts 02205-9827 is the registrar,
transfer  agent and dividend  disbursing  agent for the shares of the Fund.  The
Fund's  transfer  agent and custodian do not assist in, and are not  responsible
for, investment decisions involving assets of the Fund.





























                                       15
<PAGE>




































DISTRIBUTOR
Evergreen Funds Distributor, Inc., 230 Park Avenue, New York, New York 10169

For further information contact the Fund at 2500 Westchester Avenue
Purchase, New York 10577

                                                                  537621 (REV01)
                                                                            3/96



                                       16
<PAGE>


- ------------------------------------------------------------------------------- 
CONNECTICUT
DAILY TAX FREE                              600 FIFTH AVENUE, NEW YORK, NY 10020
INCOME FUND, INC.                                                  (212)830-5220
================================================================================
   
                     STATEMENT OF ADDITIONAL INFORMATION
                                May 31, 1996

          RELATING TO THE CONNECTICUT DAILY TAX FREE INCOME FUND, INC.,
     VISTA SELECT SHARES OF CONNECTICUT DAILY TAX FREE INCOME, INC. AND THE
        EVERGREEN SHARES OF CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
                         PROSPECTUSES DATED MAY 31, 1996


This Statement of Additional  Information,  although not in itself a Prospectus,
expands upon and supplements the information contained in the current Prospectus
of  Connecticut  Daily  Tax Free  Income  Fund,  Inc.,  Vista  Select  Shares of
Connecticut Daily Tax Free Income Fund, Inc. and Evergreen Shares of Connecticut
Daily Tax Free  Income  Fund,  Inc.  (each the  "Fund"),  dated May 31, 1996 and
should  be read in  conjunction  with  the  respective  Prospectus.  The  Fund's
Prospectus may be obtained from any Participating  Organization or by writing or
calling the Fund.  This Statement of Additional  Information is  incorporated by
reference into the respective Prospectus in its entirety.

If you wish to  invest in Vista  Select  Shares  of  Connecticut  Daily Tax Free
Income Fund,  Inc., you should obtain a separate  prospectus by writing to Vista
Service Center, P.O. Box 419392,  Kansas City, Missouri 64141-6392 or by calling
(800) 34-VISTA.

If you wish to invest in Evergreen  Shares of Connecticut  Daily Tax Free Income
Fund,  Inc., you should obtain a separate  prospectus by writing to State Street
Bank and Trust Company,  P.O. Box 9021, Boston,  Massachusetts  02205-9827 or by
calling (800) 807-2840.

                             Table of Contents
- --------------------------------------------------------------------------------

Investment Objectives,                     Manager............................14
  Policies and Risks..................2     Expense Limitation................15
Description of Municipal Obligations..3    Management of the Fund.............16
  Variable Rate Demand Instruments....5    Compensation Table.................17
    and Participation Certificates....5    Counsel and Auditors...............17
  When-Issued Securities..............7    Distribution and Service Plan......18
  Stand-by Commitments................7    Description of Common Stoc.........19
Taxable Securities....................8    Federal Income Taxes...............20
  Repurchase Agreements...............8    Connecticut Income Taxes...........21
Connecticut Risk Factors..............9    Custodian and Transfer Agent.......22
Investment Restrictions..............11    Description of Ratings.............23
Portfolio Transactions...............12    Taxable Equivalent Yield Table.....25
How to Purchase and Redeem Shares....13    Independent Auditors Report........26
Net Asset Value......................13    Financial Statements...............27
Yield Quotations.....................13
    
- --------------------------------------------------------------------------------


<PAGE>


INVESTMENT OBJECTIVES, POLICIES AND RISKS

As stated in the Prospectus, the Fund is a non-diversified,  open-end management
investment  company that is a  short-term,  tax-exempt  money  market fund.  The
Fund's  investment  objectives  are to seek as high a level of  current  income,
exempt from Federal income taxes and, to the extent  possible,  from Connecticut
personal income taxes (the "Connecticut Personal Income Tax"), as is believed to
be  consistent  with  preservation  of capital,  maintenance  of  liquidity  and
stability of principal.  No assurance can be given that these objectives will be
achieved.  The following  discussion  expands upon the description of the Fund's
investment objectives and policies in the Prospectus.

The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of  Connecticut,  other states,  territories
and  possessions  of  the  United  States,  and  their  authorities,   agencies,
instrumentalities and political subdivisions, the interest on which currently is
exempt  from  Federal  income   taxation   ("Municipal   Obligations")   and  in
participation  certificates  in  Municipal  Obligations  purchased  from  banks,
insurance companies or other financial institutions.  Dividends paid by the Fund
which are "exempt-interest  dividends" by virtue of being properly designated as
derived from Municipal  Obligations and participation  certificates in Municipal
Obligations  will be exempt from Federal  income tax provided the Fund  complies
with Section  852(b)(5) of Subchapter M of the Internal Revenue Code of 1986, as
amended,  (the "Code").  Although the Supreme Court has determined that Congress
has the  authority  to  subject  the  interest  on bonds  such as the  Municipal
Obligations  to regular  Federal  income  taxation,  existing law excludes  such
interest from regular Federal income tax. However,  "exempt-interest  dividends"
may be subject to the Federal  alternative  minimum tax.  (See  "Federal  Income
Taxes" herein.) Exempt-interest  dividends paid by the Fund correctly identified
as derived from obligations  issued by or on behalf of the State of Connecticut,
any political  subdivisions thereof, or public  instrumentality,  state or local
authority,  district,  or  similar  public  entity  created  under  the  laws of
Connecticut or from  obligations  (such as certain  obligations  issued by or on
behalf of possessions or territories of the United States) the interest on which
Federal  law   prohibits   the  states  from  taxing   ("Connecticut   Municipal
Obligations")  will be exempt from the  Connecticut  Personal  Income Tax.  (See
"Connecticut Income Taxes" herein.) To the extent suitable Connecticut Municipal
Obligations  are not available for investment by the Fund, the Fund may purchase
Municipal   Obligations   issued   by   other   states,   their   agencies   and
instrumentalities or other obligations, the dividends designated as derived from
interest  income on which  will be exempt  from  Federal  income tax but will be
subject to the Connecticut  Personal Income Tax. Except as a temporary defensive
measure  during  periods of  adverse  market  conditions  as  determined  by the
Manager,  the  Fund  will  invest  at least  65% of its  assets  in  Connecticut
Municipal  Obligations,  the  exempt-interest  dividends  derived from which are
exempt from the Connecticut  Personal  Income Tax,  although the exact amount of
the Fund's assets  invested in such  securities will vary from time to time. The
Fund seeks to maintain an investment  portfolio with a  dollar-weighted  average
maturity of 90 days or less and to value its  investment  portfolio at amortized
cost and  maintain  a net  asset  value at a $1.00  per  share.  There can be no
assurance that this value will be maintained.  The Fund may hold uninvested cash
reserves pending  investment.  The Fund's investments may include  "when-issued"
Municipal Obligations, stand-by commitments and taxable repurchase agreements.

Although  the Fund will  attempt  to  invest  100% of its  assets  in  Municipal
Obligations, the Fund reserves the right to invest up to 20% of the value of its
net assets in  securities,  the interest  income on which is subject to Federal,
state and local  income  tax.  The Fund  expects to invest  more than 25% of its
assets in participation  certificates purchased from banks in industrial revenue
bonds   and  other   Connecticut   Municipal   Obligations.   In  view  of  this
"concentration"  in bank  participation  certificates  in Connecticut  Municipal
Obligations,  an investment in Fund shares should be made with an  understanding
of the  characteristics  of the  banking  industry  and the risks  which such an
investment may entail.  (See "Variable Rate Demand Instruments and Participation
Certificates"  herein.) The investment  objectives of the Fund described in this
paragraph may not be changed unless approved by the holders of a majority of the
outstanding  shares of the Fund that would be affected by such a change. As used
herein,  the term  "majority  of the  outstanding  shares"  of the  Fund  means,
respectively,  the vote of the  lesser  of (i) 67% or more of the  shares of the
Fund  present at a meeting,  if the holders of more than 50% of the  outstanding
shares of the Fund are present or  represented by proxy or (ii) more than 50% of
the outstanding shares of the Fund.

   
The Fund may only purchase  Municipal  Obligations  that have been determined by
the Fund's  Board of  Directors  to present  minimal  credit  risks and that are
Eligible  Securities at the time of  acquisition.  The term Eligible  Securities
means (i) Municipal  Obligations  with remaining  maturities of 397 days or less
and rated in the two highest  short-term rating categories by any two nationally
recognized statistical rating organizations  ("NRSROs") or in such categories by
the only  NRSRO  that has rated the  Municipal  Obligations  (collectively,  the
"Requisite  NRSROs")  (acquisition in the latter situation must also be ratified
by the Board of Directors); (ii) Municipal Obligations with remaining maturities
of 397 days or less but that at the time of issuance were  long-term  securities
(i.e., with maturities greater than 366 days) and whose issuer has received from
the Requisite

                                       2
<PAGE>

NRSROs a rating with respect to  comparable  short-term  debt in the two highest
short-term rating categories and (iii) unrated Municipal Obligations  determined
by the Fund's Board of Directors to be of comparable  quality.  Where the issuer
of a long-term  security with a remaining maturity which would otherwise qualify
it as an Eligible Security, does not have rated short-term debt outstanding, the
long-term  security is treated as unrated but may not be  purchased  if it has a
long-term  rating  from  any  NRSRO  that is  below  the two  highest  long-term
categories.  A determination  of comparability by the Board of Directors is made
on the basis of its  credit  evaluation  of the  issuer,  which may  include  an
evaluation of a letter of credit, guarantee,  insurance or other credit facility
issued in support of the Municipal  Obligations or  participation  certificates.
(See "Variable Rate Demand Instruments and Participation  Certificates" herein.)
While there are several  organizations  that  currently  qualify as NRSROs,  two
examples  of NRSROs  are  Standard  & Poor's  Corporation  ("S&P")  and  Moody's
Investors Service, Inc. ("Moody's").  The two highest ratings by S&P and Moody's
are "AAA" and "AA" by S&P in the case of long-term  bonds and notes or "Aaa" and
"Aa" by  Moody's in the case of bonds;  "SP-1" and "SP-2" by S&P or "MIG-1"  and
"MIG-2" by Moody's in the case of notes; "A-1" and "A-2" by S&P or "Prime-1" and
"Prime-2" by Moody's,  in the case of tax-exempt  commercial  paper. The highest
rating in the case of variable and floating  demand notes is "VMIG-1" by Moody's
and "SP-1/A" by S&P.  Such  instruments  may produce a lower yield than would be
available from less highly rated instruments.  The Fund's Board of Directors has
determined  that  Municipal  Obligations  which are  backed by the credit of the
Federal  Government  will be considered  to have a rating  equivalent to Moody's
"Aaa." (See "Description of Ratings" herein.)
    
All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition  and the average  maturity of the Fund
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.
   
As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory  restriction under the Investment Company Act of 1940, as amended (the
"1940  Act"),  with  respect to investing  its assets in one or  relatively  few
issuers. This  non-diversification may present greater risks than in the case of
a  diversified  company.  However,  the Fund  intends to qualify as a "regulated
investment  company" under Subchapter M of the Code. The Fund will be restricted
in that at the close of each  quarter of the taxable  year,  at least 50% of the
value of its total assets must be  represented by cash,  government  securities,
investment company securities and other securities limited in respect of any one
issuer to not more  than 5% in value of the total  assets of the Fund and to not
more than 10% of the outstanding  voting securities of such issuer. In addition,
at the close of each quarter of its taxable year,  not more than 25% in value of
the Fund's total assets may be invested in  securities  of one issuer other than
government  securities.  The  limitations  described in this  paragraph  are not
fundamental  policies and may be revised to the extent applicable Federal income
tax requirements are revised. (See "Federal Income Taxes" herein.)
    
DESCRIPTION OF MUNICIPAL OBLIGATIONS

As used in the Prospectus, "Municipal Obligations" include the following as well
as "Variable Rate Demand Instruments and Participation  Certificates"  discussed
herein.

1)   Municipal  Bonds  with  remaining  maturities  of 397 days or less that are
     Eligible Securities at the time of acquisition.

     Municipal  Bonds  are  debt  obligations  of  states,   cities,   counties,
     municipalities  and municipal agencies (all of which are generally referred
     to as  "municipalities")  which  generally  have a maturity  at the time of
     issue of one year or more and which are issued to raise  funds for  various
     public purposes such as construction of a wide range of public  facilities,
     to refund outstanding  obligations and to obtain funds for institutions and
     facilities.

     The  two  principal   classifications   of  Municipal  Bonds  are  "general
     obligation" and "revenue"  bonds.  General  obligation bonds are secured by
     the issuer's  pledge of its faith,  credit and taxing power for the payment
     of principal  and  interest.  Issuers of general  obligation  bonds include
     states, counties, cities, towns and other governmental units. The principal
     of, and interest on,  revenue bonds are payable from the income of specific
     projects or  authorities  and  generally  are not supported by the issuer's
     general power to levy taxes. In some cases,  revenues derived from specific
     taxes are pledged to support payments on a revenue bond.

     In addition, certain kinds of "private activity bonds" are issued by public
     authorities to provide funding for various  privately  operated  industrial
     facilities  (hereinafter  referred  to as  "industrial  revenue  bonds"  or
     "IRBs"). Interest on the IRBs is generally exempt, with certain exceptions,
     from regular  Federal  income tax  pursuant to Section  103(a) of the Code,
     provided the issuer and corporate  obligor thereof continue to meet certain
     conditions. (See

                                       3
<PAGE>


     "Federal Income Taxes" herein.) IRBs are, in most cases,  revenue bonds and
     do not generally  constitute the pledge of the credit of the issuer of such
     bonds.  The payment of the principal  and interest on IRBs usually  depends
     solely on the ability of the user of the  facilities  financed by the bonds
     or other  guarantor  to meet its  financial  obligations  and,  in  certain
     instances,  the  pledge  of real and  personal  property  as  security  for
     payment. If there is no established secondary market for the IRBs, the IRBs
     or the  participation  certificates  in IRBs  purchased by the Fund will be
     supported  by letters  of credit,  guarantees  or  insurance  that meet the
     definition of Eligible  Securities at the time of acquisition stated herein
     and  provide  the  demand  feature  which may be  exercised  by the Fund to
     provide  liquidity.  Shareholders  should  note that the Fund may invest in
     IRBs acquired in transactions  involving a Participating  Organization.  In
     accordance with investment  restriction 6 herein,  the Fund is permitted to
     invest up to 10% of the  portfolio in high  quality,  short-term  Municipal
     Obligations  (including IRBs) meeting the definition of Eligible Securities
     at the time of  acquisition  that may not be readily  marketable  or have a
     liquidity feature.

2)   Municipal  Notes  with  remaining  maturities  of 397 days or less that are
     Eligible  Securities at the time of  acquisition.  The  principal  kinds of
     Municipal Notes include tax anticipation  notes, bond  anticipation  notes,
     revenue anticipation notes and project notes. Notes sold in anticipation of
     collection of taxes,  a bond sale or receipt of other  revenues are usually
     general  obligations of the issuing  municipality or agency.  Project notes
     are  issued by local  agencies  and are  guaranteed  by the  United  States
     Department of Housing and Urban Development. Project notes are also secured
     by the full faith and credit of the United States.  The Fund's  investments
     may be concentrated in Municipal Notes of Connecticut issuers.

3)   Municipal  Commercial  Paper that is an  Eligible  Security  at the time of
     acquisition.  Issues of Municipal Commercial Paper typically represent very
     short-term,  unsecured,  negotiable promissory notes. These obligations are
     often issued to meet seasonal working capital needs of municipalities or to
     provide interim  construction  financing and are paid from general revenues
     of  municipalities  or are refinanced  with  long-term  debt. In most cases
     Municipal  Commercial  Paper  is  backed  by  letters  of  credit,  lending
     agreements,  note repurchase agreements or other credit facility agreements
     offered  by banks or other  institutions  which may be  called  upon in the
     event of default by the issuer of the commercial paper.

4)   Municipal  Leases,  which  may take  the form of a lease or an  installment
     purchase  or  conditional   sale  contract,   issued  by  state  and  local
     governments  and  authorities  to acquire a wide variety of  equipment  and
     facilities  such  as  fire  and  sanitation  vehicles,   telecommunications
     equipment  and other  capital  assets.  Municipal  Leases  frequently  have
     special risks not normally  associated  with general  obligation or revenue
     bonds. Leases and installment purchase or conditional sale contracts (which
     normally  provide for title to the leased asset to pass  eventually  to the
     governmental  issuer) have evolved as a means for  governmental  issuers to
     acquire  property and  equipment  without  meeting the  constitutional  and
     statutory   requirements  for  the  issuance  of  debt.  The  debt-issuance
     limitations  of many  state  constitutions  and  statutes  are deemed to be
     inapplicable  because  of the  inclusion  in many  leases or  contracts  of
     "non-appropriation"  clauses that provide that the governmental  issuer has
     no obligation to make future  payments  under the lease or contract  unless
     money is appropriated for such purpose by the appropriate  legislative body
     on a yearly or other  periodic  basis.  To reduce this risk,  the Fund will
     only purchase Municipal Leases subject to a non-appropriation  clause where
     the payment of principal and accrued interest is backed by an unconditional
     irrevocable  letter of credit,  a guarantee,  insurance or other comparable
     undertaking of an approved financial institution.  These types of municipal
     leases may be  considered  illiquid  and subject to the 10%  limitation  of
     investments   in   illiquid   securities   set  forth   under   "Investment
     Restrictions" contained herein. The Board of Directors may adopt guidelines
     and  delegate  to  the  Manager  the  daily  function  of  determining  and
     monitoring the liquidity of municipal leases. In making such determination,
     the Board and the Manager may  consider  such  factors as the  frequency of
     trades for the  obligation,  the number of dealers  willing to  purchase or
     sell the  obligations  and the  number of other  potential  buyers  and the
     nature of the marketplace for the obligations, including the time needed to
     dispose of the  obligations  and the method of  soliciting  offers.  If the
     Board determines that any municipal leases are illiquid, such lease will be
     subject to the 10% limitation on investments in illiquid securities.

5)   Any other  Federal  tax-exempt,  and to the  extent  possible,  Connecticut
     Dividends  and Interest  tax-exempt  obligations  issued by or on behalf of
     states  and  municipal   governments  and  their   authorities,   agencies,
     instrumentalities and political  subdivisions,  whose inclusion in the Fund
     would be consistent with the Fund's  "Investment  Objectives,  Policies and
     Risks" and permissible under Rule 2a-7 under the 1940 Act.


                                       4
<PAGE>


Subsequent to its purchase by the Fund, a rated  Municipal  Obligation may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs,  the Board of Directors of the Fund shall  reassess
promptly  whether the Municipal  Obligation  presents  minimal  credit risks and
shall cause the Fund to take such action as the Board of Directors determines in
the best interest of the Fund and its shareholders. However, reassessment is not
required if the  Municipal  Obligation  is  disposed  of or matures  within five
business  days of the  Manager  becoming  aware of the new rating  and  provided
further that the Board of Directors is  subsequently  notified of the  Manager's
actions.

In addition,  in the event that a Municipal  Obligation  (1) is in default,  (2)
ceases to be an  Eligible  Security or (3) there is a  determination  that it no
longer  presents  minimal  credit risks,  the Fund will dispose of the Municipal
Obligation absent a determination by the Fund's Board of Directors that disposal
of the Municipal  Obligation  would not be in the best interests of the Fund. In
the event that the Municipal  Obligation is disposed of, it shall be disposed of
as soon as practicable consistent with achieving an orderly disposition by sale,
exercise  of any demand  feature or  otherwise.  In the event of a default  with
respect to a Municipal Obligation which immediately before default accounted for
1/2 of 1% or more of the Fund's total assets, the Fund shall promptly notify the
Securities and Exchange Commission of such fact and of the actions that the Fund
intends to take in  response to the  situation.  Certain  Municipal  Obligations
issued by  instrumentalities  of the United States  government are not backed by
the  full  faith  and  credit  of the  United  States  Treasury  but only by the
creditworthiness  of the  instrumentality.  The Fund's  Board of  Directors  has
determined that any Municipal  Obligation that depends  directly,  or indirectly
through a government insurance program or other guarantee, on the full faith and
credit of the United  States  government  will be considered to have a rating in
the highest category.  Where necessary to ensure that the Municipal  Obligations
are Eligible  Securities,  or where the obligations are not freely transferable,
the Fund will  require  that the  obligation  to pay the  principal  and accrued
interest be backed by an  unconditional  irrevocable  bank  letter of credit,  a
guarantee,  insurance or other comparable  undertaking of an approved  financial
institution that would qualify the investment as an Eligible Security.

Variable Rate Demand Instruments and Participation Certificates

Variable  rate demand  instruments  that the Fund will  purchase are  tax-exempt
Municipal  Obligations  that provide for a periodic  adjustment  in the interest
rate paid on the  instrument  and  permit  the  holder to demand  payment of the
unpaid  principal  balance plus accrued  interest at specified  intervals upon a
specified  number of days' notice either from the issuer or by drawing on a bank
letter  of  credit,  a  guarantee  or  insurance  issued  with  respect  to such
instrument.

The variable rate demand instruments in which the Fund may invest are payable on
demand on not more than thirty calendar days' notice and may be exercised either
at any time or at specified  intervals not exceeding 397 days depending upon the
terms of the  instrument.  The terms of the  instruments  provide that  interest
rates are  adjustable at intervals  ranging from daily to up to 397 days and the
adjustments  are based  upon the  "prime  rate"* of a bank or other  appropriate
interest rate adjustment  index as provided in the respective  instruments.  The
Fund will decide which  variable  rate demand  instruments  it will  purchase in
accordance  with  procedures  prescribed  by its Board of  Directors to minimize
credit risks. A fund utilizing the amortized cost method of valuation under Rule
2a-7 of the 1940 Act may only purchase variable rate demand  instruments only if
(i) the instrument is subject to an unconditional demand feature, exercisable by
the Fund in the event of a default in the  payment of  principal  or interest on
the underlying  securities,  that is an Eligible Security or (ii) the instrument
is not  subject  to an  unconditional  demand  feature  but does  qualify  as an
Eligible  Security and has a long-term  rating by the Requisite NRSROs in one of
the two  highest  rating  categories,  or if  unrated,  is  determined  to be of
comparable  quality  by the  Fund's  Board of  Directors.  The  Fund's  Board of
Directors may determine that an unrated  variable rate demand  instrument  meets
the Fund's  quality  criteria if it is backed by a letter of credit or guarantee
or is insured by an insurer that meets the quality  criteria for the Fund stated
herein or on the basis of a credit evaluation of the underlying  obligor.  If an
instrument is ever not deemed to be an Eligible  Security,  the Fund either will
sell it in the market or exercise the demand  feature.  The variable rate demand
instruments  that the Fund may  invest  in  include  participation  certificates
purchased  by the Fund  from  banks,  insurance  companies  or  other  financial
institutions  in  fixed  or  variable  rate,  tax-exempt  Municipal  Obligations
(expected to be concentrated in IRBs) owned by

- --------------------------
* The  "prime  rate"  is  generally  the  rate  charged  by a bank  to its  most
  credit-worthy  customers for short-term  loans. The prime rate of a particular
  bank may differ from other banks and will be the rate  announced  by each bank
  on a particular day.  Changes in the prime rate may occur with great frequency
  and generally become effective on the date announced.


                                       5
<PAGE>

such  institutions  or  affiliated  organizations.  The Fund  will not  purchase
participation  certificates  in  fixed  rate  tax-exempt  Municipal  Obligations
without  obtaining  an opinion  of counsel  that the Fund will be treated as the
owner thereof for Federal income tax purposes. A participation certificate gives
the Fund an undivided  interest in the Municipal  Obligation  in the  proportion
that the Fund's  participation  interest bears to the total principal  amount of
the Municipal  Obligation and provides the demand  repurchase  feature described
below. Where the institution  issuing the participation does not meet the Fund's
eligibility  criteria,  the participation is backed by an irrevocable  letter of
credit or guaranty of a bank  (which may be the bank  issuing the  participation
certificate, a bank issuing a confirming letter of credit to that of the issuing
bank,  or a bank  serving  as agent of the  issuing  bank  with  respect  to the
possible  repurchase of the certificate of participation) or insurance policy of
an insurance  company  that the Board of  Directors  of the Fund has  determined
meets the prescribed  quality  standards for the Fund. The Fund has the right to
sell  the  participation  certificate  back to the  institution  and draw on the
letter of credit or insurance after no more than 30 days' notice,  either at any
time or at specified intervals not exceeding 397 days (depending on the terms of
the  participation),  for all or any part of the full  principal  amount  of the
Fund's participation  interest in the security,  plus accrued interest. The Fund
intends to exercise  the demand  only (1) upon a default  under the terms of the
bond documents,  (2) as needed to provide liquidity to the Fund in order to make
redemptions  of  Fund  shares  or (3) to  maintain  a  high  quality  investment
portfolio. The institutions issuing the participation certificates will retain a
service and letter of credit fee and a fee for providing  the demand  repurchase
feature,  in an  amount  equal  to  the  excess  of  the  interest  paid  on the
instruments over the negotiated yield at which the participations were purchased
by the Fund.  The total fees  generally  range from 5% to 15% of the  applicable
prime rate or other  interest rate index.  With respect to  insurance,  the Fund
will attempt to have the issuer of the  participation  certificate bear the cost
of the insurance,  although the Fund retains the option to purchase insurance if
necessary,  in which case the cost of  insurance  will be an expense of the Fund
subject to the Fund's expense limitation. (See "Expense Limitation" herein.) The
Manager has been  instructed  by the Fund's Board of  Directors  to  continually
monitor  the  pricing,  quality  and  liquidity  of  the  variable  rate  demand
instruments held by the Fund, including the participation  certificates,  on the
basis of published financial  information and reports of the rating agencies and
other bank analytical  services to which the Fund may subscribe.  Although these
instruments  may be sold by the  Fund,  the  Fund  intends  to hold  them  until
maturity,  except under the  circumstances  stated above.  (See "Federal  Income
Taxes" herein.)

In view of the "concentration" of the Fund in bank participation certificates in
Connecticut  Municipal  Obligations,  which may be  secured  by bank  letters of
credit  or  guarantees,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an  investment  may  entail.  Banks are subject to  extensive  governmental
regulations  which  may  limit  both the  amounts  and  types of loans and other
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
operations  under  prevailing money market  conditions.  Also,  general economic
conditions  play an  important  part in the  operations  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. The Fund may invest 25% or more of the net assets of any portfolio in
securities  that  are  related  in such a way  that  an  economic,  business  or
political  development  or change  affecting  one of the  securities  would also
affect the other securities including, for example, securities the interest upon
which is paid from revenues of similar type projects,  or securities the issuers
of which are located in the same state.

The recent period has seen wide  fluctuations  in interest  rates,  particularly
"prime rates" charged by banks. While the value of the underlying  variable rate
demand  instruments  may change with changes in interest  rates  generally,  the
variable rate nature of the underlying  variable rate demand  instruments should
minimize  changes in value of the  instruments.  Accordingly,  as interest rates
decrease or increase,  the  potential for capital  appreciation  and the risk of
potential  capital  depreciation is less than would be the case with a portfolio
of fixed income  securities.  The  portfolio  may contain  variable  rate demand
instruments on which stated  minimum or maximum  rates,  or maximum rates set by
state law limit  the  degree to which  interest  on such  variable  rate  demand
instruments  may  fluctuate;  to the extent it does,  increases  or decreases in
value may be  somewhat  greater  than  would be the case  without  such  limits.
Additionally,  the  portfolio  may contain  variable  rate demand  participation
certificates in fixed rate Municipal Obligations.  The fixed rate of interest on
these  Municipal  Obligations  will be a  ceiling  on the  variable  rate of the
participation  certificate.  In the event that interest rates  increased so that
the variable  rate  exceeded the fixed rate on the  Municipal  Obligations,  the
Municipal Obligations could no longer be valued at par and may cause the Fund to
take corrective  action,  including the elimination of the instruments  from the
portfolio.  Because the adjustment of interest rates on the variable rate demand
instruments  is made in relation to movements of the  applicable  banks'  "prime
rates",  or other  interest  rate  adjustment  index,  the variable  rate demand
instruments are not comparable to long-term fixed rate securities.  Accordingly,
interest  rates on the variable rate demand  instruments  may be higher or lower
than current market rates for fixed rate obligations of comparable  quality with
similar maturities.

                                       6
<PAGE>

Because of the variable  rate nature of the  instruments,  the Fund's yield will
decline  and  its   shareholders   will  forego  the   opportunity  for  capital
appreciation during periods when prevailing interest rates have declined. On the
other hand, during periods where prevailing  interest rates have increased,  the
Fund's  yield will  increase  and its  shareholders  will have  reduced  risk of
capital depreciation.
   
For purposes of determining  whether a variable rate demand  instrument  held by
the Fund matures within 397 days from the date of its acquisition,  the maturity
of the  instrument  will be deemed to be the longer of (1) the  period  required
before the Fund is entitled to receive  payment of the  principal  amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment. The maturity of a variable rate demand instrument will be determined
in the same manner for purposes of computing the Fund's dollar-weighted  average
portfolio  maturity.  If a  variable  rate  demand  instrument  ceases  to be an
Eligible  Security,  it will be sold in the  market or through  exercise  of the
repurchase demand feature to the issuer.
    
When-Issued Securities

New  issues  of  certain  Municipal  Obligations  frequently  are  offered  on a
when-issued  basis.  The payment  obligation  and the interest rate that will be
received  on the  Municipal  Obligations  are each  fixed at the time the  buyer
enters  into the  commitment  although  delivery  and  payment of the  Municipal
Obligations  normally  take  place  within 45 days  after the date of the Fund's
commitment to purchase. Although the Fund will only make commitments to purchase
when-issued Municipal Obligations with the intention of actually acquiring them,
the Fund  may  sell  these  securities  before  the  settlement  date if  deemed
advisable by the Manager.

Municipal  Obligations  purchased on a when-issued basis and the securities held
in the Fund's portfolio are subject to changes in value (both generally changing
in the same way, that is, both  experiencing  appreciation  when interest  rates
decline and  depreciation  when  interest  rates  rise) based upon the  public's
perception  of  the  creditworthiness  of  the  issuer  and  changes,   real  or
anticipated, in the level of interest rates. Purchasing Municipal Obligations on
a when-issued  basis can involve a risk that the yields  available in the market
when the  delivery  takes  place may  actually  be higher  or lower  than  those
obtained in the transaction itself. A separate account of the Fund consisting of
cash  or  liquid  debt  securities  equal  to  the  amount  of  the  when-issued
commitments will be established at the Fund's custodian bank. For the purpose of
determining  the  adequacy  of the  securities  in the  account,  the  deposited
securities  will be valued at market value.  If the market or fair value of such
securities declines,  additional cash or highly liquid securities will be placed
in the account  daily so that the value of the account  will equal the amount of
such  commitments  by  the  Fund.  On the  settlement  date  of the  when-issued
securities,  the Fund will meet its  obligation  from then  available cash flow,
sale of securities held in the separate  account,  sale of other  securities or,
although it would not  normally  expect to do so,  from sale of the  when-issued
securities  themselves (which may have a value greater or lesser than the Fund's
payment obligations).  Sale of securities to meet such obligations may result in
the  realization  of capital gains or losses,  which are not exempt from Federal
income tax.

Stand-by Commitments

When the Fund  purchases  Municipal  Obligations  it may also  acquire  stand-by
commitments  from banks and other  financial  institutions  with respect to such
Municipal  Obligations.  Under a stand-by  commitment,  a bank or  broker-dealer
agrees to purchase at the Fund's  option a specified  Municipal  Obligation at a
specified  price  with  same  day  settlement.  A  stand-by  commitment  is  the
equivalent  of a "put" option  acquired by the Fund with respect to a particular
Municipal Obligation held in its portfolio.

The  amount  payable  to the Fund upon its  exercise  of a  stand-by  commitment
normally  would  be  (1)  the  acquisition  cost  of  the  Municipal  Obligation
(excluding any accrued interest that the Fund paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the security,  plus (2) all interest accrued on
the security since the last interest payment date during the period the security
was owned by the Fund.  Absent  unusual  circumstances  relating  to a change in
market  value,  the Fund would  value the  underlying  Municipal  Obligation  at
amortized cost.  Accordingly,  the amount payable by a bank or dealer during the
time a stand-by commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation.

The Fund's right to exercise a stand-by  commitment would be  unconditional  and
unqualified.  A  stand-by  commitment  would  not be  transferable  by the Fund,
although it could sell the underlying  Municipal  Obligation to a third party at
any time.

The Fund expects that stand-by  commitments  generally will be available without
the payment of any direct or indirect  consideration.  However, if necessary and
advisable,  the Fund may pay for stand-by  commitments either separately in cash
or
                                       7
<PAGE>


by paying a higher price for portfolio  securities which are acquired subject to
such a commitment (thus reducing the yield to maturity  otherwise  available for
the same  securities).  The total amount paid in either  manner for  outstanding
stand-by  commitments held in the Fund's portfolio would not exceed 1/2 of 1% of
the value of the Fund's total assets calculated  immediately after each stand-by
commitment was acquired.

The Fund  would  enter  into  stand-by  commitments  only  with  banks and other
financial  institutions that, in the Manager's  opinion,  present minimal credit
risks  and,  where  the  Municipal  Obligation  does not  meet  the  eligibility
criteria, only where the issuer of the stand-by commitment has received a rating
which meets the eligibility criteria or if not rated, presents a minimal risk of
default as determined by the Board of  Directors.  The Fund's  reliance upon the
credit of these banks and broker-dealers  would be supported by the value of the
underlying  Municipal  Obligations  held by the Fund  that were  subject  to the
commitment.

The Fund intends to acquire stand-by  commitments solely to facilitate portfolio
liquidity  and does not intend to  exercise  its rights  thereunder  for trading
purposes.  The  purpose  of this  practice  is to  permit  the  Fund to be fully
invested in securities the interest on which is exempt from Federal income taxes
while preserving the necessary liquidity to purchase securities on a when-issued
basis,  to meet  unusually  large  redemptions  and to  purchase at a later date
securities other than those subject to the stand-by commitment.

The  acquisition  of a stand-by  commitment  would not affect the  valuation  or
assumed maturity of the underlying Municipal  Obligations which will continue to
be valued in accordance  with the amortized  cost method.  Stand-by  commitments
acquired by the Fund would be valued at zero in determining  net asset value. In
those  cases in which  the Fund  paid  directly  or  indirectly  for a  stand-by
commitment,  its cost would be  reflected  as  unrealized  depreciation  for the
period  during which the  commitment is held by the Fund.  Stand-by  commitments
would not affect the  dollar-weighted  average maturity of the Fund's portfolio.
The maturity of a security  subject to a stand-by  commitment is longer than the
stand-by repurchase date.

The  stand-by  commitments  that the Fund may enter into are  subject to certain
risks which  include the ability of the issuer of the  commitment to pay for the
securities at the time the commitment is exercised, the fact that the commitment
is not marketable by the Fund, and that the maturity of the underlying  security
will generally be different from that of the commitment.

ln addition, the Fund may apply to the Internal Revenue Service for a ruling, or
seek from its counsel an opinion, that interest on Municipal Obligations subject
to  stand-by  commitments  will be exempt from  Federal  income  taxation.  (See
"Federal  Income  Taxes"  herein.) ln the  absence of a favorable  tax ruling or
opinion of  counsel,  the Fund will not  engage in the  purchase  of  securities
subject to stand-by commitments.

TAXABLE SECURITIES

Although  the Fund will  attempt to invest  100% of its net assets in  Municipal
Obligations,  the Fund may invest up to 20% of the value of its total  assets in
securities of the kind described  below, the interest income on which is subject
to Federal income tax, under any one or more of the following circumstances: (a)
pending  investment  of  proceeds  of  sales  of  Fund  shares  or of  portfolio
securities,  (b) pending settlement of purchases of portfolio securities and (c)
to maintain  liquidity for the purpose of meeting  anticipated  redemptions.  In
addition,  the  Fund  may  temporarily  invest  more  than  20% in such  taxable
securities when, in the opinion of the Manager, it is advisable to do so because
of adverse market conditions affecting the market for Municipal Obligations. The
kinds of taxable  securities  in which the Fund may  invest  are  limited to the
following short-term, fixed-income securities (maturing in 397 days or less from
the time of purchase):  (1)  obligations of the United States  government or its
agencies,  instrumentalities  or authorities;  (2) commercial  paper meeting the
definition of Eligible  Securities at the time of acquisition;  (3) certificates
of  deposit  of  domestic  banks  with  assets of $1  billion  or more;  and (4)
repurchase  agreements  with  respect  to any  Municipal  Obligations  or  other
securities  which the Fund is  permitted to own.  (See  "Federal  Income  Taxes"
herein.)

Repurchase Agreements

The Fund may  invest  in  instruments  subject  to  repurchase  agreements  with
securities  dealers or member  banks of the Federal  Reserve  System.  Under the
terms of a typical  repurchase  agreement,  the Fund would acquire an underlying
debt  instrument for a relatively  short period (usually not more than one week)
subject to an obligation of the seller to repurchase  and the Fund to resell the
instrument at a fixed price and time,  thereby  determining the yield during the
Fund's  holding  period.  This results in a fixed rate of return  insulated from
market fluctuations during such period. A repurchase agreement is subject to the
risk that the seller may fail to repurchase the security.  Repurchase agreements
may be deemed to be loans under the


                                       8
<PAGE>


1940 Act.  All  repurchase  agreements  entered  into by the Fund shall be fully
collateralized at all times during the period of the agreement in that the value
of the  underlying  security  shall be at least equal to the amount of the loan,
including the accrued interest thereon, and the Fund or its custodian shall have
possession  of the  collateral,  which the Fund's Board  believes will give it a
valid, perfected security interest in the collateral. ln the event of default by
the seller under a repurchase  agreement construed to be a collateralized  loan,
the  underlying  securities  are not  owned  by the  Fund  but  only  constitute
collateral for the seller's  obligation to pay the repurchase price.  Therefore,
the  Fund may  suffer  time  delays  and  incur  costs  in  connection  with the
disposition  of the  collateral.  The Fund's Board  believes that the collateral
underlying  repurchase  agreements  may be more  susceptible  to  claims  of the
seller's  creditors than would be the case with securities owned by the Fund. It
is expected that  repurchase  agreements will give rise to income which will not
qualify as tax-exempt  income when  distributed  by the Fund.  The Fund will not
invest in a  repurchase  agreement  maturing in more than seven days if any such
investment  together with illiquid securities held by the Fund exceed 10% of the
Fund's  total  net  assets.  (See  Investment   Restriction  Number  6  herein.)
Repurchase  agreements  are  subject  to the same  risks  described  herein  for
stand-by commitments.

CONNECTICUT RISK FACTORS

As  referred  to in the  Prospectus,  the  safety of an  investment  in the Fund
depends importantly on the fiscal stability of Connecticut and its subdivisions,
agencies,   instrumentalities  or  authorities,   which  issue  the  Connecticut
Municipal Obligations in which the Fund's investments are concentrated.

   
The  following  information  is only a summary of risk factors  associated  with
Connecticut.  It has been compiled from official government statements and other
publicly  available  documents.  Although  the Sponsors  have not  independently
verified the information,  they have no reason to believe that it is not correct
in all material respects.

Connecticut's  manufacturing  industry,  which  has  historically  been of prime
economic importance to the State, its municipalities and its residents, has been
in decline for several years. Although  Connecticut's  manufacturing industry is
diversified  between  transportation   equipment  (primarily  aircraft  engines,
helicopters and submarines), non-electrical machinery, fabricated metal products
and electrical machinery,  defense-related business represents a relatively high
proportion  of  manufacturing  receipts.  As a  result,  reductions  in  defense
spending have had a substantial  adverse effect on  Connecticut's  manufacturing
industry.

Connecticut's  manufacturing  employment  peaked in 1970 at over 441,000 workers
but had  declined  35.4% by 1994.  Although the loss of  manufacturing  jobs was
partially offset by a 66.3% rise in other non-agricultural employment during the
same period,  Connecticut's  growth in  non-manufacturing  employment has lagged
behind the New England region and the nation as a whole. Moreover, Connecticut's
largest  defense  contractors  have announced plans to reduce their labor forces
substantially over the next four years.

From 1986 through 1994, Connecticut's unemployment rate was generally lower than
the  unemployment  rate for the U.S. as a whole, and average per capita personal
income of  Connecticut  residents  was higher  than that of  residents  of other
states.  The average  unemployment  rate  (seasonally  adjusted) in  Connecticut
increased  from a low of 3.0% in 1988 to 7.5% in 1992  and,  after a  number  of
important changes in the method of calculation, was reported to be 5.6% in 1994.
Average per capita  personal income of Connecticut  residents  increase in every
year form 1985 to 1994,  rising  from  $18,268 to $29,044.  However,  pockets of
significant unemployment and poverty exist in some Connecticut cities and towns,
and  Connecticut  is now in a  recession,  the depth and  duration  of which are
uncertain.

For the four fiscal  years ended June 30, 1991,  the General Fund ran  operating
deficits  of   approximately   $115,600,000,   $28,000,000,   $259,000,000   and
$808,500,000, respectively. At the end of the 1990-1991 fiscal year, the General
Fund had an accumulated  unappropriated  deficit of  $965,712,000.  For the four
fiscal years ended June 30, 1995,  the General Fund ran  operating  surpluses of
approximately   $110,200,000,   $113,500,000,   $19,700,000  and   $80,5000,000,
respectively.  General Fund budgets for the biennium  ending June 30, 1997, were
adopted in 1995 and amended in 1996.  General Fund expenditures and revenues are
budgeted to be approximately $9,050,000,000 and $9,200,000,000 for the 1995-1996
and 1996-1997 fiscal years, respectively.

In 1991, to address the General Fund's growing deficit,  legislation was enacted
by which the State imposed an income tax on individuals,  trusts and estates for
taxable years  generally  commencing in 1992. For each fiscal year starting with
the 1991-1992  fiscal year, the General Fund has operated at a surplus with over
60% of the State's tax revenues being


                                       9
<PAGE>


generated  by the income  tax and the sales and use tax.  However,  the  State's
budgeted expenditures have almost doubled from approximately $4,3000,000,000 for
the 1986-1987  fiscal year to  approximately  $9,2000,000,000  for the 1996-1997
fiscal year.

The 1991  legislation  also  authorized  the State  Treasurer to issue  Economic
Recovery Notes to fund the General Fund's accumulated deficit of $965,712,000 as
of June 30,  1991,  and  during  1991 the State  issued a total of  $965,710,000
Economic Recovery Notes, of which  $315,710,000 were outstanding as of September
15, 1995.  The notes were to be payable no later than June 30, 1996, but as part
of the budget  adopted for the  biennium  ending June 30,  1997,  payment of the
remaining  notes  scheduled  to be paid  during  the  1995-96  fiscal  year  was
rescheduled to be paid over the four fiscal years ending June 30, 1999.

The State's primary method for financing capital projects is through the sale of
general  obligation  bonds.  As of September 15, 1995,  the State had authorized
general obligation bonds totaling  $10,513,394,000,  of which $9,068,876,000 had
been approved for issuance by the State Bond commission, $7,715,675,000 had been
issued, and $6,186,518,000 were outstanding.

In 1995,  the State  established  the  University of  Connecticut  as a separate
corporate   entity  to  issue  bonds  and   construct   certain   infrastructure
improvements.  The  improvements  are to be  financed  by $18 million of general
obligation  bonds of the State and $962  million  bonds of the  University.  The
University's  bonds  will be secured by a State  debt  service  commitment,  the
aggregate  amount of which is limited to $382  million for the four fiscal years
ending June 30, 1999,  and $580 million for the six fiscal years ending June 30,
2005.

In  addition  to the bonds  described  above,  the  State  also has  limited  or
contingent  liability on a  significant  amount of other bonds.  Such bonds have
been issued by the following  quasi-public  agencies:  the  Connecticut  Housing
Finance Authority, the Connecticut Development Authority, the Connecticut Higher
Education  Supplemental  Loan  Authority,  the  Connecticut  Resources  Recovery
Authority and the Connecticut Health and Educational Facilities Authority.  Such
bonds have also been issued by the cities of  Bridgeport  and West Haven and the
Southeastern  Connecticut Water Authority.  As of September 15, 1995, the amount
of bonds  outstanding  on which the State has  limited or  contingent  liability
totaled $3,755,500,000.

In 1984,  the State  established  a program to plan,  construct  and improve the
State's  transportation system (other than Bradley International  Airport).  The
total cost of the program  through June 30, 2000,  is currently  estimated to be
$11.2 billion, to be met from federal, state, and local funds. The State expects
to finance most of its $4.7  billion  share of such cost by issuing $4.2 billion
share of such cost by issuing  $4.2  billion of special tax  obligation  ("STO")
bonds.  The STO bonds are payable solely from specified motor fuel taxes,  motor
vehicle  receipts,  and license,  permit and fee revenues  pledged  therefor and
credited to the Special Transportation Fund, which was established to budget and
account for such revenues.

As of September 15, 1995, the General Assembly had authorized  $4,157,900,000 of
such STO bonds, of which  $3,269,700,000 had been issued. It is anticipated that
additional STO bonds will be authorized annually in amounts necessary to finance
and to complete the infrastructure program. Such additional bonds may have equal
rank with the  outstanding  bonds  provided  certain  pledged  revenue  coverage
requirements  are met.  The State  expects to  continue  to offer bonds for this
program.

On March 29, 1990, Standard and Poors reduced its ratings of the State's general
obligation  bonds  from AA+ to AA,  and on April 9,  1990,  Moodys  reduced  its
ratings from Aa1 to Aa. On September 13, 1991,  Standard & Poors further reduced
its ratings of the State's general obligation bonds and certain obligations that
depend in part on the  creditworthiness  of the State to AA-. On March 17, 1995,
Fitch reduced its ratings of the State's  general  obligation  bonds from AA+ to
AA.


                                       10
<PAGE>


General  obligation bonds issued by municipalities are payable primarily from ad
valorem taxes on property located in the municipality. A municipality's property
tax base is subject to many  factors  outside the  control of the  municipality,
including the decline in Connecticut's  manufacturing  industry.  In addition to
general   obligation   bonds  backed  by  the  full  faith  and  credit  of  the
municipality,  certain municipal  authorities  finance projects by issuing bonds
that are not  considered  to be debts of the  municipality.  Such  bonds  may be
repaid only from revenues of the financed  project,  the revenues from which may
be insufficient to service the related debt obligations.

In recent years,  certain  Connecticut  municipalities  have experienced  severe
fiscal  difficulties and have reported operating and accumulated  deficits.  The
most  notable  of these  is the City of  Bridgeport,  which  filed a  bankruptcy
petition on June 7, 1991.  The State  opposed the  petition.  The United  States
Bankruptcy  Court for the  District  of  Connecticut  held that  Bridgeport  has
authority  to file such a  petition  should be  dismissed  on the  grounds  that
Bridgeport was not insolvent when the petition was filed.

Regional economic difficulties, reductions in revenues and increases in expenses
could  lead  to  further  fiscal  problems  for  the  State  and  its  political
subdivisions,  authorities and agencies. Difficulties in payment of debt service
on borrowings could result in declines,  possibly severe,  in the value of their
outstanding  obligations,   increases  in  their  future  borrowing  costs,  and
impairment of their ability to pay debt service on their obligations.
    

INVESTMENT RESTRICTIONS

The Fund has adopted the following  fundamental  investment  restrictions  which
apply to all  portfolios  and  which may not be  changed  unless  approved  by a
majority  of the  outstanding  shares of each  series of the Fund's  shares that
would be affected by such a change. The Fund may not:

1)   Make  portfolio  investments  other  than as  described  under  "Investment
     Objectives,  Policies  and Risks" or any other  form of Federal  tax-exempt
     investment which meets the Fund's high quality  criteria,  as determined by
     the Board of Directors and which is consistent  with the Fund's  objectives
     and policies.

2)   Borrow Money. This restriction shall not apply to borrowings from banks for
     temporary or emergency (not leveraging) purposes,  including the meeting of
     redemption  requests that might otherwise require the untimely  disposition
     of  securities,  in an amount up to 15% of the  value of the  Fund's  total
     assets  (including the amount  borrowed)  valued at market less liabilities
     (not  including  the amount  borrowed) at the time the  borrowing was made.
     While  borrowings  exceed 5% of the value of the Fund's total  assets,  the
     Fund will not make any investments. lnterest paid on borrowings will reduce
     net income.

3)   Pledge,  hypothecate,  mortgage or otherwise encumber its assets, except in
     an amount up to 15% of the  value of its  total  assets  and only to secure
     borrowings for temporary or emergency purposes.

4)   Sell securities  short or purchase  securities on margin,  or engage in the
     purchase and sale of put,  call,  straddle or spread  options or in writing
     such  options,  except to the extent  that  securities  subject to a demand
     obligation  and  stand-by  commitments  may be purchased as set forth under
     "Investment Objectives, Policies and Risks."

5)   Underwrite the securities of other issuers,  except insofar as the Fund may
     be deemed an underwriter under the Securities Act of 1933 in disposing of a
     portfolio security.

6)   Purchase  securities  subject  to  restrictions  on  disposition  under the
     Securities  Act of 1933  ("restricted  securities"),  except  the  Fund may
     purchase  variable rate demand  instruments which contain a demand feature.
     The Fund will not invest in a  repurchase  agreement  maturing in more than
     seven days if any such  investment  together with  securities  that are not
     readily  marketable  held by the Fund  exceed 10% of the  Fund's  total net
     assets.

7)   Purchase or sell real  estate,  real estate  investment  trust  securities,
     commodities  or commodity  contracts,  or oil and gas  interests,  but this
     shall not prevent the Fund from investing in Municipal  Obligations secured
     by real estate or interests in real estate.

8)   Make loans to others, except through the purchase of portfolio investments,
     including repurchase agreements, as described under "Investment Objectives,
     Policies and Risks."

9)   Purchase  more than 10% of all  outstanding  voting  securities  of any one
     issuer or invest in companies for the purpose of exercising control.


                                       11
<PAGE>


10)  Invest more than 25% of its assets in the  securities  of  "issuers" in any
     single  industry,  provided  that the Fund may invest  more than 25% of its
     assets in bank participation  certificates and there shall be no limitation
     on the purchase of those Municipal Obligations and other obligations issued
     or   guaranteed  by  the  United   States   government,   its  agencies  or
     instrumentalities.  When the assets and  revenues of an agency,  authority,
     instrumentality  or other political  subdivision are separate from those of
     the government creating the issuing entity and a security is backed only by
     the assets and revenues of the entity, the entity would be deemed to be the
     sole  issuer  of the  security.  Similarly,  in the  case of an  industrial
     revenue bond, if that bond is backed only by the assets and revenues of the
     non-governmental  user, then such  non-governmental user would be deemed to
     be the sole issuer. If, however, in either case, the creating government or
     some other entity, such as an insurance company or other corporate obligor,
     guarantees a security or a bank issues a letter of credit, such a guarantee
     or letter of credit would be  considered  a separate  security and would be
     treated as an issue of such government,  other entity or bank. With respect
     to 75% of the total  amortized  cost value of the Fund's  assets,  not more
     than 5% of the Fund's assets may be invested in securities that are subject
     to  underlying  puts from the same  institution,  and no single  bank shall
     issue its letter of credit and no single financial  institution shall issue
     a credit enhancement covering more than 5% of the total assets of the Fund.
     However, if the puts are exercisable by the Fund in the event of default on
     payment of principal and interest on the underlying security, then the Fund
     may invest up to 10% of its assets in securities  underlying puts issued or
     guaranteed by the same institution;  additionally,  a single bank can issue
     its letter of credit or a single  financial  institution can issue a credit
     enhancement  covering up to 10% of the Fund's assets,  where the puts offer
     the Fund such default protection.

11)  Invest in securities  of other  investment  companies,  except the Fund may
     purchase unit investment  trust  securities where such unit trusts meet the
     investment  objectives of the Fund and then only up to 5% of the Fund's net
     assets,  except as they may be acquired as part of a merger,  consolidation
     or acquisition of assets.

12)  Issue senior  securities,  except insofar as the Fund may be deemed to have
     issued a senior security in connection with any permitted borrowing.

If a percentage restriction is adhered to at the time of an investment,  a later
increase  or  decrease  in  percentage  resulting  from a change  in  values  of
portfolio securities or in the amount of the Fund's assets will not constitute a
violation of such restriction.

PORTFOLIO TRANSACTIONS

The Fund's  purchases  and sales of portfolio  securities  usually are principal
transactions.  Portfolio  securities  are normally  purchased  directly from the
issuer,  from banks and financial  institutions or from an underwriter or market
maker for the securities.  There usually are no brokerage  commissions  paid for
such purchases.  The Fund has paid no brokerage commissions since its formation.
Any transaction for which the Fund pays a brokerage  commission will be effected
at the best  price and  execution  available.  Purchases  from  underwriters  of
portfolio  securities  include a commission or concession  paid by the issuer to
the underwriter, and purchases from dealers serving as market makers include the
spread  between  the bid and  asked  price.  The  Fund  purchases  participation
certificates in variable rate Municipal  Obligations  with a demand feature from
banks or other financial institutions at a negotiated yield to the Fund based on
the applicable  interest rate  adjustment  index for the security.  The interest
received  by the Fund is net of a fee  charged by the  issuing  institution  for
servicing the underlying  obligation and issuing the participation  certificate,
letter of credit,  guarantee or insurance and  providing  the demand  repurchase
feature.

Allocation of  transactions,  including their  frequency,  to various dealers is
determined  by the Manager in its best  judgment  and in a manner  deemed in the
best  interest  of  shareholders  of the Fund rather  than by any  formula.  The
primary  consideration  is prompt  execution of orders in an effective manner at
the most favorable price. No preference in purchasing  portfolio securities will
be given to banks or dealers that are Participating Organizations.

Investment  decisions for the Fund will be made independently from those for any
other  investment  companies  or accounts  that may be or become  managed by the
Manager or its affiliates.  If, however, the Fund and other investment companies
or accounts managed by the Manager are simultaneously engaged in the purchase or
sale of the same  security,  the  transactions  may be  averaged as to price and
allocated  equitably to each account. In some cases, this policy might adversely
affect  the  price  paid or  received  by the Fund or the  size of the  position
obtainable  for the  Fund.  In  addition,  when  purchases  or sales of the same
security for the Fund and for other investment  companies managed by the Manager
occur contemporaneously, the


                                       12
<PAGE>


purchase or sale orders may be aggregated in order to obtain any price advantage
available to large denomination purchasers or sellers.

No portfolio transactions are executed with the Manager or its affiliates acting
as  principal.  In  addition,  the  Fund  will  not  buy  bankers'  acceptances,
certificates of deposit or commercial paper from the Manager or its affiliates.

HOW TO PURCHASE AND REDEEM SHARES

The material relating to the purchase and redemption of shares in the respective
Prospectus is herein incorporated by reference.

NET ASSET VALUE

The Fund does not determine net asset value per share on the following holidays:
New Year's Day,  President's Day, Good Friday,  Memorial Day,  Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

The net asset value of the Fund's shares is  determined as of 12 noon,  New York
City time,  on each Fund  Business  Day. It is computed by dividing the value of
the Fund's net assets (i.e.,  the value of its  securities and other assets less
its liabilities,  including  expenses  payable or accrued but excluding  capital
stock and surplus) by the total number of shares outstanding.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of Directors  will consider  whether any action  should be  initiated,  as
described  in the  following  paragraph.  Although  the  amortized  cost  method
provides certainty in valuation, it may result in periods during which the value
of an instrument  is higher or lower than the price an investment  company would
receive if the instrument were sold.

The Fund's Board of Directors has established procedures to stabilize the Fund's
net asset  value at $1.00 per share.  These  procedures  include a review of the
extent of any deviation of net asset value per share,  based on available market
rates,  from the Fund's $1.00  amortized  cost per share.  Should that deviation
exceed 1/2 of 1%, the Board will consider whether any action should be initiated
to  eliminate  or  reduce   material   dilution  or  other  unfair   results  to
shareholders.  Such action may  include  redemption  of shares in kind,  selling
portfolio  securities prior to maturity,  reducing or withholding  dividends and
utilizing a net asset value per share as  determined by using  available  market
quotations.  The Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less, will not purchase any instrument  with a remaining  maturity
greater than 397 days, will limit portfolio  investments,  including  repurchase
agreements,  to those  United  States  dollar-denominated  instruments  that the
Fund's Board of Directors  determines  present  minimal  credit risks,  and will
comply with certain  reporting and recordkeeping  procedures.  The Fund has also
established  procedures to ensure compliance with the requirement that portfolio
securities are Eligible Securities.  (See "Investment  Objectives,  Policies and
Risks" herein.)

YIELD QUOTATIONS

The  Fund  calculates  a  seven-day  yield  quotation  using a  standard  method
prescribed by the rules of the  Securities and Exchange  Commission.  Under that
method, the Fund's yield figure, which is based on a chosen seven-day period, is
computed  as  follows:  the Fund's  return for the  seven-day  period  (which is
obtained  by  dividing  the net  change in the value of a  hypothetical  account
having a balance  of one share at the  beginning  of the  period by the value of
such account at the  beginning  of the period  [expected to always be $1.00]) is
multiplied  by  (365/7)  with the  resulting  annualized  figure  carried to the
nearest hundredth of one percent. For purposes of the foregoing computation, the
determination  of the net change in account  value during the  seven-day  period
reflects  (i)  dividends  declared on the original  share and on any  additional
shares,  including the value of any additional  shares  purchased with dividends
paid on the original share,  and (ii) fees charged to all shareholder  accounts.
Realized capital gains or losses and unrealized  appreciation or depreciation of
the Fund's portfolio  securities are not included in the computation.  Therefore
annualized  yields may be different  from  effective  yields quoted for the same
period.

The Fund's  "effective  yield" is obtained by adjusting  its "current  yield" to
give effect to the compounding nature of the Fund's portfolio,  as follows:  the
unannualized base period return is compounded and brought out to the nearest one
hundredth of one


                                       13
<PAGE>


percent  by adding one to the base  period  return,  raising  the sum to a power
equal to 365 divided by 7 and subtracting one from the result,  i.e.,  effective
yield = (base period return + 1)365/7 - 1.

Although  published  yield  information  is useful to investors in reviewing the
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from day to day. The Fund's yield for any given period is not an indication,  or
representation  by the Fund,  of future  yields or rates of return on the Fund's
shares,  and may not provide a basis for comparison  with bank deposits or other
investments  that pay a fixed yield for a stated  period of time.  Investors who
purchase the Fund's shares directly may realize a higher yield than  Participant
Investors  because  they will not be subject to any fees or charges  that may be
imposed by Participating Organizations.

The Fund may from  time to time  advertise  its tax  equivalent  yield.  The tax
equivalent  yield is computed based upon a 30-day (or one month) period ended on
the  date of the  most  recent  balance  sheet  included  in this  Statement  of
Additional  Information,  computed by dividing  that portion of the yield of the
Fund (as  computed  pursuant  to the  formulae  previously  discussed)  which is
tax-exempt  by one minus a stated income tax rate and adding the product to that
portion,  if any,  of the  yield of the  Fund  that is not  tax-exempt.  The tax
equivalent  yield for the Fund may also  fluctuate  daily and does not provide a
basis for determining future yields.

The Fund may from time to time advertise a taxable  equivalent yield table which
shows the yield an investor  would need to receive from a taxable  investment in
order to equal a tax-free yield from the Fund. (See the Taxable Equivalent Yield
Table appearing herein.)
   
The Fund's  yield for the seven day period  ended April 30, 1996 was 2.81% which
is equivalent to an effective yield of 2.85%.

MANAGER

The  investment  manager for the Fund is Reich & Tang Asset  Management  L.P., a
Delaware  limited  partnership with principal  offices at 600 Fifth Avenue,  New
York,  New York  10020  (the  "Manager").  The  Manager  was at April  30,  1996
investment manager, advisor, or supervisor with respect to assets aggregating in
excess of $9.1 billion.  In addition to the Fund, the Manager acts as investment
manager and administrator of fifteen other investment companies and also advises
pension trusts, profit-sharing trust and endowments.

New England  Investment  Companies,  L.P.  ("NEICLP") is the limited partner and
owner of a 99.5% interest in the newly created limited partnership, Reich & Tang
Asset  Management  L.P.,  the Manager.  Reich & Tang Asset  Management,  Inc. (a
wholly-owned  subsidiary  of NEICLP)  is the  general  partner  and owner of the
remaining .5% interest of the Manager.  Reich & Tang Asset  Management  L.P. has
succeeded NEICLP as the Manager of the Fund.

New England Investment  Companies,  Inc. ("NEIC"), a Massachusetts  corporation,
serves as the sole  general  partner  of NEICLP.  The New  England  Mutual  Life
Insurance  Company ("The New  England")  owns  approximately  55.9% of the total
partnership  units   outstanding  of  NEICLP,   and  Reich  &  Tang,  Inc.  owns
approximately 17.6% of the outstanding partnership units of NEICLP.

NEIC is a  wholly-owned  subsidiary  of The New  England  which  may be deemed a
"controlling person" of the Manager.  NEIC is a holding company offering a broad
array of investment  styles across a wide range of asset categories  through ten
investment  advisory/management  affiliates and two  distribution  subsidiaries.
These include, in addition to the Manager Loomis, Sayles & Company, L.P., Copley
Real  Estate  Advisors,  Inc.,  Westpeak  Investment  Advisors,  L.P.,  Draycott
Partners,   Ltd.,  TNE  Investment   Services,   L.P.,  New  England  Investment
Associates,  Inc., Harris Associates and an affiliate, Capital Growth Management
Limited  Partnership.  These affiliates in the aggregate are investment advisors
or managers of 42 other registered investment companies.
    

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.

The Manager provides persons  satisfactory to the Board of Directors of the Fund
to serve as  officers  of the Fund.  Such  officers,  as well as  certain  other
employees  and  directors  of the Fund,  may be directors or officers of Reich &
Tang  Asset  Management,  Inc.,  the sole  general  partner  of the  Manager  or
employees of the Manager or its affiliates.

   
The  Investment  Management  Contract was most recently  approved on January 26,
1996 by the Board of  Directors,  including a majority of directors  who are non
interested directors as defined in the 1940 Act, of the Fund or the Manager. The
new Investment Management Contract has a term which extends to January 31, 1997,
and may be continued in force  thereafter  for


                                       14
<PAGE>


successive  twelve-month  periods  beginning each February 1, provided that such
continuance  is  specifically  approved  annually by majority vote of the Fund's
outstanding  voting securities or by its Board of Directors,  and in either case
by a majority of the directors who are not parties to the Investment  Management
Contract or interested  persons of any such party,  by votes cast in person at a
meeting  called  for the  purpose  of  voting  on such  matter.  The  Investment
Management Contract was approved by a majority of the Fund's shareholders at the
meeting held on July 21, 1993.
    

The Investment  Management Contract is terminable without penalty by the Fund on
sixty days'  written  notice  when  authorized  either by  majority  vote of its
outstanding  voting shares or by a vote of a majority of its Board of Directors,
or by the  Manager  on  sixty  days'  written  notice,  and  will  automatically
terminate in the event of its  assignment.  The Investment  Management  Contract
provides  that in the  absence  of  willful  misfeasance,  bad  faith  or  gross
negligence  on  the  part  of  the  Manager,  or of  reckless  disregard  of its
obligations  thereunder,  the  Manager  shall  not be liable  for any  action or
failure to act in accordance with its duties thereunder.

   
For its services under the Investment Management Contract,  the Manager receives
from the Fund a fee equal to .30 of 1% per annum of the Fund's average daily net
assets (the "Management Fee") for managing the Fund's  investment  portfolio and
performing  related  administrative  and  clerical  services.  Pursuant  to  the
Investment  Management  Contract,  for the fiscal years ended  January 31, 1994,
1995 and 1996,  the Manager  received  fees of  $520,579,  $239,914  and 278,564
respectively.  The fees are accrued daily and paid  monthly.  Any portion of the
total  fees  received  by the  Manager  may be used by the  Manager  to  provide
shareholder and  administrative  services.  (See "Distribution and Service Plan"
herein.)

Pursuant to the  Administrative  Services  Contract  with the Fund,  the Manager
performs clerical, accounting supervision,  office service and related functions
for the  Fund  and  provides  the  Fund  with  personnel  to (i)  supervise  the
performance of bookkeeping  and related  services by Investors  Fiduciary  Trust
Company,  the Fund's bookkeeping agent, (ii) prepare reports to and filings with
regulatory  authorities  and (iii)  perform such other  services as the Fund may
from time to time request of the Manager.  The personnel rendering such services
may be employees of the Manager,  of its  affiliates or of other  organizations.
For its  services  under  the  Administrative  Services  Contract,  the  Manager
receives from the Fund a fee equal to 21% per annum of the Fund's  average daily
net assets.  Prior to December 1, 1995, the Administration Fee was .20%. For the
Fund's  fiscal year ended  January 31,  1996,  the  Manager  received  under the
Administrative Services Contract a fee of $187,517 of which $27,856 was waived.
    
Expense Limitation

The Manager has agreed to  reimburse  the Fund for its  expenses  (exclusive  of
interest,  taxes, brokerage and extraordinary expenses) which in any year exceed
the limits on investment  company expenses  prescribed by any state in which the
Fund's  shares are  qualified  for sale.  For the purpose of this  obligation to
reimburse expenses,  the Fund's annual expenses are estimated and accrued daily,
and any  appropriate  estimated  payments  are  made to it on a  monthly  basis.
Subject to the  obligations  of the Manager to reimburse the Fund for its excess
expenses as  described  above,  the Fund has,  under the  Investment  Management
Contract,  confirmed  its  obligation  for  payment  of all its other  expenses,
including  taxes,  brokerage  fees and  commissions,  commitment  fees,  certain
insurance  premiums,  interest  charges and expenses of the custodian,  transfer
agent  and  dividend  disbursing  agent's  fees,   telecommunications  expenses,
auditing and legal expenses,  accounting  services or recordkeeping  agent fees,
costs  of  forming  the  corporation  and   maintaining   corporate   existence,
compensation of directors, officers and employees of the Fund and costs of other
personnel  performing  services for the Fund who are not officers of the general
partner  of  the  Manager  or  its  affiliates,   costs  of  investor  services,
shareholders' reports and corporate meetings, Securities and Exchange Commission
registration  fees and expenses,  state  securities laws  registration  fees and
expenses,  expenses of preparing and printing the Fund's prospectus for delivery
to existing  shareholders  and of  printing  application  forms for  shareholder
accounts,  and the fees payable to the Manager under the  Investment  Management
Contract.

The Fund may  from  time to time  hire its own  employees  or  contract  to have
management   services  performed  by  third  parties  (including   Participating
Organizations) as discussed herein, and the management of the Fund intends to do
so  whenever  it  appears  advantageous  to the Fund.  The Fund's  expenses  for
employees  and for such  services are among the expenses  subject to the expense
limitation described above.


                                       15
<PAGE>


MANAGEMENT OF THE FUND

The Directors and Officers of the Fund and their  principal  occupations  during
the past five years are set forth below. The address of each such person, unless
otherwise  indicated is 600 Fifth Avenue, New York, New York 10020. Mr. Duff may
be deemed an "interested person" of the Fund, as defined in the 1940 Act, on the
basis of his affiliation with the Manager.

   
Steven W. Duff,  42 - President and Director of the Fund, is President of Mutual
Funds  division of the  Manager  since  September  1994.  Mr. Duff was  formerly
Director of Mutual Fund  Administration  at NationsBank  which he was associated
with from June 1981 to August  1994.  Mr.  Duff is  President  and a Director of
California  Daily Tax Free Income Fund,  Inc., Daily Tax Free Income Fund, Inc.,
Michigan  Daily Tax Free Income Fund,  Inc., New Jersey Daily  Municipal  Income
Fund,  Inc.,  New York Daily Tax Free Income Fund,  Inc.,  North  Carolina Daily
Municipal  Income Fund,  Inc.  Short Term Income  Fund,  Inc.,  President  and a
Trustee of Florida Daily Municipal Income Fund, Institutional Daily Income Fund,
Pennsylvania  Daily Municipal  Income Fund,  President of Cortland Trust,  Inc.,
Executive  Vice  President of Reich & Tang Equity Fund,  Inc. and  President and
Chief Executive Officer of Tax Exempt Proceeds Fund, Inc.

Dr. W. Giles  Mellon,  65 -  Director  of the Fund,  is  Professor  of  Business
Administration  and  Area  Chairman  of  Economics  in the  Graduate  School  of
Management, Rutgers University with which he has been associated since 1966. His
address is Rutgers  University  Graduate  School of  Management,  92 New Street,
Newark,  New Jersey 07102. Dr. Mellon is also a Director of California Daily Tax
Free Income Fund, Inc., Daily Tax Free Income Fund, Inc.,  Delafield Fund, Inc.,
Michigan  Daily Tax Free Income Fund,  Inc., New Jersey Daily  Municipal  Income
Fund,  Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Reich & Tang
Equity  Fund,  Inc.  and Short Term Income  Fund,  Inc. and a Trustee of Florida
Daily Municipal  Income Fund,  Institutional  Daily Income Fund and Pennsylvania
Daily Municipal Income Fund.

Robert  Straniere,  54 - Director of the Fund, has been a member of the New York
State  Assembly and a partner with Straniere Law Firm since 1981. His address is
182 Rose Avenue, Staten Island, New York 10306. Mr. Straniere is also a Director
of  California  Daily Tax Free Income  Fund,  Inc.,  Daily Tax Free Income Fund,
Inc.,  Delafield Fund,  Inc.,  Lifecycle  Funds,  Inc.,  Michigan Daily Tax Free
Income Fund,  Inc., New Jersey Daily Municipal Income Fund, Inc., North Carolina
Daily Municipal Income Fund, Inc., Reich & Tang Equity Fund, Inc. and Short Term
Income  Fund,  Inc.  and a Trustee  of  Florida  Daily  Municipal  Income  Fund,
Institutional Daily Income Fund and Pennsylvania Daily Municipal Income Fund.

Dr.  Yung Wong,  57 - Director  of the Fund,  was  Director  of Shaw  Investment
Management  (UK)  Limited  from 1994 to October  1995 and  formerly  was General
Partner of Abacus Partners  Limited  Partnership (a general partner of a venture
capital  investment  firm) since 1984. His address is 29 Alden Road,  Greenwich,
Connecticut   06831.  Dr.  Wong  is  a  Director  of  Republic  Telecom  Systems
Corporation (provider of telecommunications equipment) since January 1989 and of
TelWatch,  Inc. (provider of network management software) since August 1989. Dr.
Wong is also a Director of California  Daily Tax Free Income Fund,  Inc.,  Daily
Tax Free Income Fund, Inc., Delafield Fund, Inc., Michigan Daily Tax Free Income
Fund,  Inc., New Jersey Daily Municipal  Income Fund, Inc., North Carolina Daily
Municipal  Income  Fund,  Inc.,  Reich & Tang Equity  Fund,  Inc. and Short Term
Income  Fund,  Inc.  and a Trustee  of  Florida  Daily  Municipal  Income  Fund,
Institutional Daily Income Fund and Pennsylvania Daily Municipal Income Fund.

Molly Flewharty, 45 - Vice President of the Fund, is Vice President of the Reich
& Tang Mutual Funds division of the Manager since September 1993. Ms.  Flewharty
was formerly Vice President of Reich & Tang,  Inc. which she was associated with
from December 1977 to September  1993.  Ms.  Flewharty is also Vice President of
California  Daily Tax Free Income Fund,  Inc.,  Cortland Trust,  Inc., Daily Tax
Free Income Fund,  Inc.,  Delafield Fund,  Inc.,  Florida Daily Municipal Income
Fund,  Institutional  Daily  Income Fund,  Michigan  Daily Tax Free Income Fund,
Inc.,  New Jersey Daily  Municipal  Income Fund,  Inc.,  New York Daily Tax Free
Income  Fund,   Inc.,   North  Carolina  Daily  Municipal   Income  Fund,  Inc.,
Pennsylvania Daily Municipal Income Fund and Short Term Income Fund, Inc.

Lesley M. Jones,  47 - Vice  President of the Fund, is Senior Vice  President of
the Reich & Tang Mutual Funds division of the Manager since  September 1993. Ms.
Jones was formerly  Senior Vice  President of Reich & Tang,  Inc.  which she was
associated  with from April 1973 to  September  1993.  Ms.  Jones is also a Vice
President of California  Daily Tax Free Income Fund, Inc., Daily Tax Free Income
Fund,  Inc.,   Delafield  Fund,  Inc.,  Florida  Daily  Municipal  Income  Fund,
Institutional  Daily Income Fund, Michigan Daily Tax Free Income Fund, Inc., New
Jersey Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Pennsylvania  Daily
Municipal  Income  Fund,  Reich & Tang Equity  Fund,  Inc. and Short Term Income
Fund, Inc.


                                       16
<PAGE>

Dana E. Messina, 39 - Vice President of the Fund, is Executive Vice President of
the Reich & Tang Mutual Funds division of the Manager since January 1995 and was
Vice President  from  September 1993 to January 1995..  Ms. Messina was formerly
Vice President of Reich & Tang, Inc. which she was associated with from December
1980 to September  1993. Ms. Messina is also Vice President of California  Daily
Tax Free Income Fund,  Inc.,  Cortland Trust,  Inc., Daily Tax Free Income Fund,
Inc.,  Delafield Fund, Inc., Florida Daily Municipal Income Fund,  Institutional
Daily Income Fund,  Michigan Daily Tax Free Income Fund,  Inc., New Jersey Daily
Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,  Inc., North
Carolina Daily Municipal Income Fund, Inc.,  Pennsylvania Daily Municipal Income
Fund,  Reich & Tang Equity Fund,  Inc. and Short Term Income Fund,  Inc. and Tax
Exempt Proceeds Fund, Inc.

Bernadette N. Finn, 48 - Secretary of the Fund, is Vice  President and Assistant
Secretary  of the  Reich & Tang  Mutual  Funds  Division  of the  Manager  since
September 1993. Ms. Finn was formerly Vice President and Assistant  Secretary of
Reich & Tang,  Inc.  which  she  was  associated  with  from  September  1970 to
September  1993. Ms. Finn is also Secretary of California  Daily Tax Free Income
Fund, Inc.,  Cortland Trust,  Inc.,  Daily Tax Free Income Fund,  Inc.,  Florida
Daily Municipal Income Fund, Institutional Daily Income Fund, Michigan Daily Tax
Free Income Fund,  Inc., New Jersey Daily Municipal  Income Fund, Inc., New York
Daily Tax Free Income Fund,  Inc.,  North Carolina Daily Municipal  Income Fund,
Inc.,  Pennsylvania Daily Municipal Income Fund, Tax Exempt Proceeds Fund, Inc.,
a Vice  President and Secretary of Delafield  Fund,  Inc.,  Institutional  Daily
Income Fund, Reich & Tang Equity Fund, Inc. and Short Term Income Fund, Inc.

Richard De Sanctis,  39 - Treasurer of the Fund, is Vice President and Treasurer
of the Manager since September  1993. Mr. De Sanctis was formerly  Controller of
Reich & Tang,  Inc. from January 1991 to September  1993 and Vice  President and
Treasurer  of Cortland  Financial  Group,  Inc.  and Vice  President of Cortland
Distributors,  Inc.  from  1989  to  December  1990.  He is  also  Treasurer  of
California  Daily Tax Free Income Fund,  Inc., Daily Tax Free Income Fund, Inc.,
Delafield Fund, Inc.,  Florida Daily Municipal  Income Fund,  Michigan Daily Tax
Free Income Fund,  Inc., New Jersey Daily Municipal  Income Fund, Inc., New York
Daily Tax Free Income Fund,  Inc.,  North Carolina Daily Municipal  Income Fund,
Inc.,  Pennsylvania Daily Municipal Income Fund, Reich & Tang Equity Fund, Inc.,
Tax Exempt  Proceeds  Fund,  Inc. and Short Term Income  Fund,  Inc. and is Vice
President and Treasurer of Cortland Trust, Inc.

The Fund paid an aggregate remuneration of $15,000 to its directors with respect
to the fiscal year ended January 31, 1996,  all of which  consisted of aggregate
directors' fees paid to the three disinterested directors, pursuant to the terms
of the Investment Management Contract.  (See "Manager" herein.) See Compensation
Table below.

<TABLE>
<CAPTION>
                                             COMPENSATION TABLE

<S>                       <C>                        <C>                        <C>                         <C>
   (1)                    (2)                        (3)                        (4)                         (5)
                       Aggregate                 Pension or              Estimated Annual           Total Compensation
Name of Person,    Compensation from         Retirement Benefits           Benefits upon            from Fund and Fund
Position         Registrant for Fiscal       Accrued as Part of             Retirement                Complex Paid to
                        Year                  Fund Expenses                                            Directors

W. Giles Mellon,
Director             $5,000.00                      0                          0                 $44,000.00 (15 Funds)

Robert Straniere,
Director             $5,000.00                      0                          0                 $44,000.00 (15 Funds)

Dr.Yung Wong
Director             $5,000.00                      0                          0                 $44,000.00 (15 Funds)

*  The total  compensation paid to such persons by the Fund and Fund Complex for
   the fiscal year ending January 31, 1996 (and,  with respect to certain of the
   funds in the Fund Complex, estimated to be paid during the fiscal year ending
   January  31,  1996).  The  parenthetical  number  represents  the  number  of
   investment  companies  (including  the Fund) from which such person  receives
   compensation  that are considered  part of the same Fund complex as the Fund,
   because, among other things, they have a common investment advisor.
</TABLE>
    

COUNSEL AND AUDITORS

Legal matters in connection with the issuance of shares of stock of the Fund are
passed upon by Battle Fowler LLP, 75 East 55th Street, New York, New York 10022.

Matters in connection with Connecticut tax law are passed upon by Day, Berry and
Howard, Cityplace, Hartford, Connecticut 06103.

                                       17
<PAGE>


McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017, independent
certified public accountants, have been selected as auditors for the Fund.

DISTRIBUTION AND SERVICE PLAN

Pursuant  to Rule 12b-1 (the  "Rule")  under the 1940 Act,  the  Securities  and
Exchange  Commission  has required  that an  investment  company which bears any
direct  or  indirect  expense  of  distributing  its  shares  must do so only in
accordance  with a plan permitted by the Rule. The Fund's Board of Directors has
adopted a distribution and service plan (the "Plan") and,  pursuant to the Plan,
the Fund and the  Distributor  have entered into a Distribution  Agreement and a
Shareholder  Servicing  Agreement  with  Reich  & Tang  Distributors  L.P.  (the
"Distributor") as distributor of the Fund's shares.
   
Reich & Tang Asset Management,  Inc. serves as the sole general partner for both
Reich & Tang Asset Management L.P. and Reich & Tang Distributors L.P., and Reich
&  Tang  Asset  Management  L.P.  serves  as the  sole  limited  partner  of the
Distributor.
    
For its services under the  Shareholder  Servicing  Agreement,  the  Distributor
receives from the Fund a fee equal to .20% per annum of the Fund's average daily
net assets (the "Shareholder  Servicing Fee"). The fee is accrued daily and paid
monthly and any  portion of the fee may be deemed to be used by the  Distributor
for purposes of  distribution  of Fund shares and for payments to  Participating
Organizations  with respect to  servicing  their  clients or  customers  who are
shareholders of the Fund.

Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund,  will  solicit  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions  and orders will not be binding on the
Fund until accepted by the Fund as principal.

The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the  Manager  and  Distributor  in  carrying  out  their  obligations  under the
Shareholder Servicing Agreement and (ii) preparing,  printing and delivering the
Fund's  prospectus  to  existing  shareholders  of the  Fund and  preparing  and
printing subscription application forms for shareholder accounts.

The Plan  provides that the Manager may make payments from time to time from its
own  resources  which may include the  Management  Fee and past  profits for the
following  purposes:  (i) to  defray  the costs of,  and to  compensate  others,
including Participating Organizations with whom the Distributor has entered into
written   agreements,   for   performing   shareholder   servicing  and  related
administrative  functions  on  behalf of the Fund;  (ii) to  compensate  certain
Participating  Organizations for providing assistance in distributing the Fund's
shares;  to pay the costs of printing and distributing the Fund's  prospectus to
prospective  investors;  and (iii) to  defray  the cost of the  preparation  and
printing of brochures and other promotional  materials,  mailings to prospective
shareholders,  advertising,  and other  promotional  activities,  including  the
salaries   and/or   commissions  of  sales  personnel  in  connection  with  the
distribution  of the Fund's shares.  The Distributor may also make payments from
time to time from its own resources, which may include the Shareholder Servicing
Fee and past profits for the purposes  enumerated in (i) above. The Distributor,
in its sole discretion, will determine the amount of such payments made pursuant
to the Plan,  provided that such payments will not increase the amount which the
Fund is required to pay to the Manager and Distributor for any fiscal year under
the Investment  Management Contract,  the Shareholder Servicing Agreement or the
Administrative Services Contract in effect for that year.

In  accordance  with the Rule,  the Plan  provides  that all written  agreements
relating to the Plan entered into between either the Fund or the Distributor and
Participating   Organizations  or  other   organizations   must  be  in  a  form
satisfactory  to the Fund's Board of Directors.  In addition,  the Plan requires
the Fund and the  Distributor to prepare,  at least  quarterly,  written reports
setting forth all amounts expended for distribution purposes by the Fund and the
Distributor pursuant to the Plan and identifying the distribution activities for
which those expenditures were made.
   
For the Fund's  fiscal year ended  January 31, 1996,  the amount  payable to the
Distributor  under the Distribution  and Service Plan and Shareholder  Servicing
Agreement adopted  thereunder  pursuant to the Rule under the 1940 Act, totalled
$185,710.,  none of which was  waived.  During  this same period the Manager and
Distributor made payments under the Plan totalling  $355,788,  of which $332,099
was paid to or on  behalf of  Participating  Organizations.  The  excess of such
payments  over  the  total  payments  the  Distributor  received  from  the Fund
represents  distribution  expenses  funded by the Manager and  Distributor  from
their own resources including the Management Fee.


                                       18
<PAGE>


The Board of Directors,  including a majority of the non interested directors as
defined in the 1940 Act,  initially approved the Plan on April 29, 1985 and most
recently  approved  the Plan on January 26,  1996 to  continue  in effect  until
January  31,  1997.  The  Plan  provides  that it may  continue  in  effect  for
successive  annual periods provided it is approved by the shareholders or by the
Board of  Directors,  including a majority of directors  who are not  interested
persons of the Fund and who have no direct or indirect interest in the operation
of the Plan or in the agreements  related to the Plan. The Plan further provides
that it may not be amended to increase  materially  the costs which may be spent
by the Fund for distribution  pursuant to the Plan without shareholder approval,
and the other  material  amendments  must be  approved by the  directors  in the
manner  described in the preceding  sentence.  The Plan may be terminated at any
time by a vote of a majority of the  disinterested  directors of the Fund or the
Fund's shareholders.

DESCRIPTION OF COMMON STOCK

The authorized  capital stock of the Fund,  which was  incorporated  on March 8,
1985 in Maryland,  consists of twenty billion shares of stock having a par value
of  one-tenth  of one cent  ($.001)  per share.  Each share has equal  dividend,
distribution,  liquidation  and voting  rights and a fractional  share has those
rights in proportion to the percentage that the fractional share represents of a
whole share.  Shares will be voted in the aggregate.  There are no conversion or
preemptive  rights in connection  with any shares of the Fund. All shares,  when
issued in  accordance  with the  terms of the  offering  will be fully  paid and
non-assessable.  Shares are redeemable at net asset value,  at the option of the
shareholder.  As of April 30,  1996  there were  100,046,376  shares of the Fund
outstanding.  As of April 30,  1996,  the amount of shares owned by all officers
and directors of the Fund as a group was less than 1% of the outstanding  shares
of the Fund.  Set forth below is certain  information as to persons who owned 5%
or more of the Fund's outstanding shares as of April 30, 1996.

                                                          Nature of
Name and Address                    % of class            ownership

Reich & Tang                            76.88%               Record
  Services L.P.
600 Fifth Avenue
New York, New York 10020

Neuberger & Berman                       6.53%               Record
11 Broadway
New York, New York 10004-1302
    

Under its  Articles of  Incorporation  the Fund has the right to redeem for cash
shares of stock owned by any  shareholder to the extent and at such times as the
Fund's Board of Directors  determines to be necessary or  appropriate to prevent
an undue concentration of stock ownership which would cause the Fund to become a
"personal holding company" for Federal income tax purposes.  In this regard, the
Fund may also exercise its right to reject purchase orders.

The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
directors can elect 100% of the  directors if the holders  choose to do so, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors. Unless specifically requested by an
investor, the Fund will not issue certificates evidencing Fund shares.

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's shareholders.  This is because the By-laws of the Fund provide for annual
meetings only (a) for the election of directors,  (b) for approval of the Fund's
revised  investment  advisory  agreement  with respect to a particular  class or
series of stock,  (c) for  approval  of  revisions  to the  Fund's  distribution
agreement with respect to a particular class or series of stock and (d) upon the
written  request of holders of shares  entitled to cast not less than 25% of all
the votes entitled to be cast at such meeting.  Annual and other meetings may be
required with respect to such additional  matters relating to the Fund as may be
required by the 1940 Act, any  registration  of the Fund with the Securities and
Exchange  Commission or any state, or as the Directors may consider necessary or
desirable.  Each Director serves until the next meeting of  shareholders  called
for the purpose of  considering  the election or re-election of such Director or
of a successor to such Director, and until the election and qualification of his
or her successor,  elected at such meeting,  or until such Director sooner dies,
resigns, retires or is removed by the vote of the shareholders.


                                       19
<PAGE>


FEDERAL INCOME TAXES

The Fund has  elected  to  qualify  under  the Code as a  "regulated  investment
company"  that  distributes  "exempt-interest  dividends".  The Fund  intends to
continue  to qualify for  regulated  investment  company  status so long as such
qualification is in the best interests of its shareholders.  Such  qualification
relieves  the Fund of  liability  for  Federal  income  taxes to the  extent its
earnings are  distributed in accordance  with the  applicable  provisions of the
Code.

The Fund's policy is to  distribute as dividends  each year 100% and in no event
less than 90% of its  tax-exempt  interest  income,  net of certain  deductions.
Exempt-interest  dividends,  as defined in the Code,  are  dividends or any part
thereof  (other  than  capital  gain  dividends)  paid  by  the  Fund  that  are
attributable  to interest on  obligations  the  interest on which is exempt from
regular  Federal  income  tax and  designated  by the  Fund  as  exempt-interest
dividends in a written notice mailed to the Fund's  shareholders  not later than
60 days  after  the  close of its  taxable  year.  The  percentage  of the total
dividends   paid  by  the  Fund  during  any  taxable  year  that  qualifies  as
exempt-interest  dividends  will  be the  same  for all  shareholders  receiving
dividends during the year.
   
Exempt-interest  dividends are to be treated by the Fund's shareholders as items
of interest excludable from their gross income under Section 103(a) of the Code.
If a shareholder receives an exempt-interest  dividend with respect to any share
and such share has been held for six  months or less,  then any loss on the sale
or exchange of such share will be disallowed to the extent of the amount of such
exempt-interest  dividend.  The Code  provides  that  interest  on  indebtedness
incurred, or continued,  to purchase or carry certain tax-exempt securities such
as shares of the Fund is not deductible.  Therefore, among other consequences, a
certain  proportion  of interest on  indebtedness  incurred,  or  continued,  to
purchase or carry  securities on margin may not be deductible  during the period
an investor holds shares of the Fund. For Social Security  recipients,  interest
on tax-exempt bonds, including exempt-interest dividends paid by the Fund, is to
be added to adjusted gross income for purposes of computing the amount of social
security  benefits  includible  in gross  income.  The  amount of such  interest
received  must be disclosed  on the  shareholders'  Federal  income tax returns.
Taxpayers  other than  corporations  are  required  to include as an item of tax
preference  for purposes of the Federal  alternative  minimum tax all tax-exempt
interest on "private activity" bonds (generally, a bond issue in which more than
10% of the proceeds  are used in a  non-governmental  trade or business)  (other
than Section  501(c)(3) bonds) issued after August 7, 1986. Thus, this provision
will  apply to the  portion  of the  exempt-interest  dividends  from the Fund's
assets that are attributable to such post-August 7, 1986 private activity bonds,
if any such  bonds  are  acquired  by the Fund.  Corporations  are  required  to
increase their alternative  minimum taxable income by 75% of the amount by which
the adjusted  current earnings (which will include  tax-exempt  interest) of the
corporation  exceeds the alternative  minimum taxable income (determined without
this provision).  In addition, in certain cases,  Subchapter S corporations with
accumulated  earnings  and  profits  from  Subchapter  C years are  subject to a
minimum tax on excess  "passive  investment  income" which  includes  tax-exempt
interest.  A  shareholder  is advised to consult his tax adviser with respect to
whether  exempt-interest  dividends retain the exclusion under Section 103(a) of
the  Code if such  shareholder  would  be  treated  as a  "substantial  user" or
"related person" under Section 147(a) of the Code with respect to some or all of
the "private activity bonds," if any, held by the Fund.
    

Although it is not intended, it is possible that the Fund may realize short-term
or long-term capital gains or losses from its portfolio  transactions.  The Fund
may also  realize  short-term  or long-term  capital  gains upon the maturity or
disposition   of  securities   acquired  at  discounts   resulting  from  market
fluctuations.  Short-term  capital  gains  will be taxable  to  shareholders  as
ordinary income when they are distributed.  Any net capital gains (the excess of
its net realized long-term capital gain over its net realized short-term capital
loss) will be  distributed  annually to the Fund's  shareholders.  The Fund will
have no tax  liability  with respect to  distributed  net capital  gains and the
distributions  will be  taxable  to  shareholders  as  long-term  capital  gains
regardless of how long the  shareholders  have held Fund shares.  However,  Fund
shareholders  who at the time of a net capital gain  distribution  have not held
their Fund  shares for more than six  months,  and who  subsequently  dispose of
those  shares at a loss,  will be  required  to treat  such loss as a  long-term
capital loss, to the extent of such net capital gain distribution. Distributions
of net capital gain will be designated as a "capital gain dividend" in a written
notice mailed to the Fund's  shareholders not later than 60 days after the close
of the Fund's taxable year.

The Fund intends to distribute at least 90% of its  investment  company  taxable
income (taxable income subject to certain adjustments exclusive of the excess of
its net long-term  capital gain over its net  short-term  capital loss) for each
taxable  year.   The  Fund  will  be  subject  to  Federal  income  tax  on  any
undistributed  investment  company taxable income.  To the extent such income is
distributed it will be taxable to shareholders as ordinary income. Expenses paid
or incurred by the Fund will be


                                       20
<PAGE>


allocated  between  tax-exempt and taxable income in the same  proportion as the
amount of the Fund's  tax-exempt income bears to the total of such exempt income
and its gross income  (excluding  from gross income the excess of capital  gains
over  capital  losses).  If the Fund  does not  distribute  at least  98% of its
ordinary  income and 98% of its capital gain net income for a taxable year,  the
Fund will be  subject  to a  nondeductible  4% excise  tax on the excess of such
amounts over the amounts actually distributed.

If  a   shareholder   fails  to  provide  the  Fund  with  a  current   taxpayer
identification number, the Fund generally is required to withhold 31% of taxable
interest,  dividend  payments and proceeds from the  redemption of shares of the
Fund.

Dividends and  distributions to shareholders  will be treated in the same manner
for  Federal  income tax  purposes  whether  received in cash or  reinvested  in
additional shares of the Fund.
   
With respect to the variable rate demand  instruments,  including  participation
certificates  therein,  the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund,  that it will be treated for Federal income tax purposes as
the owner thereof and the interest on the underlying Municipal  Obligations will
be  tax-exempt  to the Fund.  Counsel has pointed out that the Internal  Revenue
Service has announced that it will not ordinarily  issue advance  rulings on the
question of ownership of securities or participation  interests  therein subject
to a put, and as a result, the Internal Revenue Service could reach a conclusion
different from that reached by counsel.
    
From time to time, proposals have been introduced before Congress to restrict or
eliminate   the  Federal   income  tax   exemption  for  interest  on  Municipal
Obligations.  If such a proposal were introduced and enacted in the future,  the
ability of the Fund to pay exempt-interest dividends would be adversely affected
and the Fund would  re-evaluate  its  investment  objectives  and  policies  and
consider changes in the structure.  The Revenue Reconciliation Act of 1993 (P.L.
103-66) and other recent tax legislation affects many of the Federal tax aspects
of Municipal  Obligations and makes many important changes to the Federal income
tax system,  including an increase in marginal  tax rates.  In addition to these
changes,  the Tax Reform Act of 1986 (P.L.  99-514) limited the annual amount of
many  types of  tax-exempt  bonds  that a state may issue  and  revised  current
arbitrage  restrictions.  P.L.  99-514 also  provided  that  interest on certain
"private activity bonds" (generally,  a bond issue in which more than 10% of the
proceeds are used for a  non-governmental  trade or business and which meets the
private  security or payment  test, or a bond issue which meets the private loan
financing  test)  issued  after  August 7, 1986 will  constitute  an item of tax
preference  subject to the individual  alternative  minimum tax and P.L.  103-66
increases the alternative minimum tax rate for taxpayers other than corporations
to up to 28%.

In South  Carolina  v.  Baker,  the U.S.  Supreme  Court  held that the  Federal
government may constitutionally  require states to register bonds they issue and
may subject the interest on such bonds to Federal income tax if not  registered,
and that there is no constitutional prohibition against the Federal government's
taxing the interest earned on state or other municipal  bonds. The Supreme Court
decision affirms the authority of the Federal government to regulate and control
bonds such as the Municipal Obligations and to tax such bonds in the future. The
decision does not,  however,  affect the current  exemption from taxation of the
interest  earned on the Municipal  Obligations in accordance with Section 103 of
the Code.

CONNECTICUT INCOME TAXES
   
The  designation  of all or a  portion  of a  dividend  paid  by the  Fund as an
"exempt-interest  dividend"  under the Code does not  necessarily  result in the
exemption  of such amount  from tax under the laws of any state or local  taxing
authority.  With  respect to  "exempt-interest  dividends"  that are paid by the
Fund, in the opinion of Day, Berry & Howard,  special Connecticut tax counsel to
the  Fund,  exempt-interest  dividends  correctly  designated  as  derived  from
Connecticut  Municipal  Obligations  received by the Fund are not subject to the
Connecticut Personal Income Tax on individuals, trusts and estates.

Exempt-interest  dividends  that  are not  derived  from  Connecticut  Municipal
Obligations and any other dividends of the Fund (including, if any, capital gain
dividends) are includible in the tax base for the  Connecticut  Personal  Income
Tax on  individuals,  trusts and estates,  except that  capital  gain  dividends
derived from obligations issued by or on behalf of the State of Connecticut, its
political subdivisions, or any public instrumentality, state or local authority,
district or similar public entity created under  Connecticut law are not subject
to the tax.

Exempt-interest  dividends,  except  those  derived from  Connecticut  Municipal
Obligations, are subject to the net Connecticut minimum tax
    

                                       21
<PAGE>


Exempt-interest dividends derived from Connecticut Municipal Obligations are not
exempt from Connecticut Corporation Business Tax payable by corporations.

Shareholders  are  urged to  consult  their tax  advisors  with  respect  to the
treatment of distributions from the Fund in their own states and localities.

CUSTODIAN AND TRANSFER AGENT
   
Investors Fiduciary Trust Company,  127 West 10th Street,  Kansas City, Missouri
64105,  is custodian for the Fund's cash and  securities.  Reich & Tang Services
L.P., 600 Fifth Avenue,  New York, New York 10020 is transfer agent and dividend
disbursing agent for the shares of Connecticut  Daily Tax Free Income Fund, Inc.
State  Street  Bank and Trust  Company,  P.O.  Box 9021,  Boston,  Massachusetts
02205-9827 is the registrar,  transfer agent and dividend  disbursing  agent for
the Evergreen Shares of the Fund.  Investors  Fiduciary Trust Company,  127 West
10th  Street,  Kansas  City,  Missouri  64105 is  transfer  agent  and  dividend
disbursing  agent for the Vista Select shares of of the Fund.  The custodian and
transfer  agents do not  assist  in,  and are not  responsible  for,  investment
decisions involving assets of the Fund.
    



















                                       22
<PAGE>


DESCRIPTION OF RATINGS*

Description  of Moody's  Investors  Service,  Inc.'s two highest  municipal bond
ratings:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities,  or fluctuation of protective elements
may be of greater  amplitude,  or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

Con.  (_____) - Bonds for which the security depends upon the completion of some
act or the  fulfillment  of some  condition are rated  conditionally.  These are
bonds secured by (a) earnings of projects  under  construction,  (b) earnings of
projects  unseasoned  in  operating  experience,  (c)  rentals  which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches.  Parenthetical  rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

Description of Moody's  Investors  Service,  Inc.'s two highest ratings of state
and municipal notes and other short-term loans:

Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade ("MIG").  This distinction is in recognition
of the differences  between  short-term credit risk and long-term risk.  Factors
affecting  the  liquidity  of  the  borrower  are  uppermost  in  importance  in
short-term borrowing, while various factors of the first importance in bond risk
are of lesser importance in the short run. Symbols used will be as follows:

MIG-1 - Loans bearing this designation are of the best quality,  enjoying strong
protection  from  established  cash flows of funds for their  servicing  or from
established and broad-based access to the market for refinancing, or both.

MIG-2 - Loans  bearing this  designation  are of high  quality,  with margins of
protection ample although not so large as in the preceding group.

Description of Standard & Poor's Corporation's two highest debt ratings:

AAA - Debt  rated AAA has the  highest  rating  assigned  by  Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA - Debt  rated  AA has a very  strong  capacity  to  pay  interest  and  repay
principal and differs from the highest rated issues only in small degree.

Plus (+ ) or Minus  (-):  The AA rating may be modified by the addition of a
plus or minus sign to show relative standing within the AA rating category.

Provisional Ratings: The letter "p" indicates that the rating is provisional.  A
provisional  rating  assumes the  successful  completion  of the  project  being
financed  by the debt being rated and  indicates  that  payment of debt  service
requirements  is largely or entirely  dependent  upon the  successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project,  makes no comment on the likelihood of,
or the risk of default upon  failure of, such  completion.  The investor  should
exercise his own judgment with respect to such likelihood and risk.

- --------------------------------------------------------------------------------
* As described by the rating agencies.

                                       23
<PAGE>


Description  of Standard & Poor's  Corporation's  two highest  commercial  paper
ratings:

A - Issues  assigned  this  highest  rating are  regarded as having the greatest
capacity for timely  payment.  Issues in this category are  delineated  with the
numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1 - This  designation  indicates  that the degree of safety  regarding  timely
payment is either  overwhelming  or very  strong.  Those  issues  determined  to
possess overwhelming safety characteristics will be denoted with a plus (+) sign
designation.

A-2 - Capacity  for timely  payment on issues with this  designation  is strong.
However,  the relative degree of safety is not as high as for issues  designated
A-1.

Description of Moody's  Investors  Service Inc.'s two highest  commercial  paper
ratings:

Moody's employs the following designations,  both judged to be investment grade,
to indicate the relative  repayment capacity of rated issues:  Prime-1,  highest
quality; Prime-2, higher quality.

                                       24

<PAGE>


<TABLE>
<CAPTION>
                         TAXABLE EQUIVALENT YIELD TABLE
- ------------------------------------------------------------------------------------------------------
                             1. If Your Taxable Income Bracket Is . . .
- ------------------------------------------------------------------------------------------------------
   
<S>                        <C>           <C>                <C>            <C>               <C>
Single                     0-            24,001          58,151          121,301          263,751
Return                   24,000          58,150         121,300          263,750          and over
- ------------------------------------------------------------------------------------------------------
Joint                      0-            40,101          96,901          147,701          263,751
Return                   40,100          96,900         147,700          263,750          and over
    
- ------------------------------------------------------------------------------------------------------

                          2. Then Your Combined Income Tax Bracket Is . . .
- ------------------------------------------------------------------------------------------------------
Federal
Tax Bracket               15.0%           28.0%          31.0%            36.0%            39.6%
- ------------------------------------------------------------------------------------------------------
State
Tax Bracket                4.5%           4.5%            4.5%             4.5%             4.5%
- ------------------------------------------------------------------------------------------------------
Combined
Tax Bracket              18.83%          31.24%          34.11%           38.88%           42.32%
- ------------------------------------------------------------------------------------------------------
                             3. Now Compare Your Tax Free Income Yields
                                     With Taxable Income Yields
- ------------------------------------------------------------------------------------------------------
Tax Exempt                      Equivalent Taxable Investment Yield
Yield                           Required to Match Tax Exempt Yield
- ------------------------------------------------------------------------------------------------------
       2.0%               2.46%           2.91%          3.04%            3.27%            3.47%
- ------------------------------------------------------------------------------------------------------
       2.5%               3.08%           3.64%          3.79%            4.09%            4.33%
- ------------------------------------------------------------------------------------------------------
       3.0%               3.70%           4.36%          4.55%            4.91%            5.20%
- ------------------------------------------------------------------------------------------------------
       3.5%               4.31%           5.09%          5.31%            5.73%            6.07%
- ------------------------------------------------------------------------------------------------------
       4.0%               4.93%           5.82%          6.07%            6.54%            6.93%
- ------------------------------------------------------------------------------------------------------
       4.5%               5.54%           6.54%          6.83%            7.36%            7.80%
- ------------------------------------------------------------------------------------------------------
       5.0%               6.16%           7.27%          7.59%            8.18%            8.67%
- ------------------------------------------------------------------------------------------------------
       5.5%               6.78%           8.00%          8.35%            9.00%            9.54%
- ------------------------------------------------------------------------------------------------------
       6.0%               7.39%           8.73%          9.11%            9.82%           10.40%
- ------------------------------------------------------------------------------------------------------
       6.5%               8.01%           9.45%          9.86%           10.63%           11.27%
- ------------------------------------------------------------------------------------------------------
       7.0%               8.62%          10.18%         10.62%           11.45%           12.14%
- ------------------------------------------------------------------------------------------------------
</TABLE>

To use this chart, find the applicable level of taxable income based on your tax
filing  status in section one.  Then read down to section two to determine  your
combined tax bracket and, in section three, to see the equivalent taxable yields
for each of the tax free income yields given.


                                      -25-
<PAGE>


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

CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
INDEPENDENT AUDITOR'S REPORT

===============================================================================

The Board of Directors and Shareholders
Connecticut Daily Tax Free Income Fund, Inc.


We have audited the  accompanying  statement of net assets of Connecticut  Daily
Tax Free Income Fund, Inc. as of January 31, 1996, and the related  statement of
operations  for the year then ended,  the statement of changes in net assets for
each of the two  years in the  period  then  ended  and the  selected  financial
information for each of the five years in the period then ended. These financial
statements and selected  financial  information  are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and selected financial information based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and  selected
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of January 31, 1996, by  correspondence  with the  custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  and selected  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Connecticut Daily Tax Free Income Fund, Inc. as of January 31, 1996,
the results of its  operations,  the changes in its net assets and the  selected
financial  information for the periods  indicated,  in conformity with generally
accepted accounting principles.



                                                    /s/ McGladrey & Pullen, LLP


New York, New York
February 22, 1996


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


                                       26
<PAGE>

- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF NET ASSETS
JANUARY 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                Ratings (a)        
                                                                                                            ------------------     
    Face                                                                  Maturity                                    Standard     
   Amount                                                                   Date     Yield        Value     Moody's    & Poors     
   ------                                                                   ----     -----        -----     -------      -----     
Other Tax Exempt Investments (12.23%)                                                                                              
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                        <C>         <C>     <C>                                   
$ 1,460,000   Darien, CT BAN (c)                                         08/14/96    3.54%   $  1,463,003                          
  2,250,000   Montville, CT BAN (c)                                      01/28/97    3.23       2,250,625                          
  1,775,000   Shelton, CT BAN (c)                                        06/04/96    3.32       1,775,408                          
  2,000,000   State of Connecticut Regional School District Number 15                                                              
              (Towns of Middlebury & Southbury) (c)                      02/15/96    3.43       2,000,037                          
  2,000,000   Town of Madison, CT GO BAN (c)                             03/27/96    3.99       2,000,578                          
  3,450,000   Town of Westport, CT BAN (c)                               06/14/96    3.40       3,450,555                          
- -----------                                                                                   -----------                          
 12,935,000   Total Other Tax Exempt Investments                                               12,940,206                          
- -----------                                                                                   -----------                          

<CAPTION>
Other Variable Rate Demand Investments (b) (51.73%)                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                        <C>         <C>     <C>                                   
$ 5,100,000   Connecticut Development Authority                                                                                    
              (Exeter Energy Project) - Series 1989B                                                                               
              LOC Sanwa Bank, Ltd.                                       12/01/19    3.30%   $  5,100,000                  A1      
    400,000   Connecticut Development Authority                                                                                    
              (Exeter Energy Project) - Series 1989C                                                                               
              LOC Sanwa Bank, Ltd.                                       12/01/19    3.30         400,000                  A1      
  3,600,000   Connecticut HEFA (Bridgeport Hospital) - Series B                                                                    
              (Escrowed in treasuries for call on 02/07/96) (c)                                                                    
              LOC Fuji Bank, Ltd.                                        07/01/25    3.90       3,600,000                          
  6,700,000   Connecticut HFA Housing Mortgage Finance Program                                                                     
              AMBAC Insured                                              05/15/18    3.10       6,700,000                  A1+     
  2,000,000   Connecticut PCR Refunding Bond                                                                                       
              (CT Light & Power Company Project)                                                                                   
              LOC Union Bank of Switzerland                              09/01/28    3.30       2,000,000     VMIG-1       A1+     
  8,900,000   Connecticut State Development Authority                                                                              
              (CT Light & Power Company Project) - Series 1993A                                                                    
              LOC Deutsche Bank A.G.                                     09/01/28    3.00       8,900,000     VMIG-1       A1+     
  3,200,000   Connecticut State Development Authority                                                                              
              (Corporation for Independent Living Project)                                                                         
              LOC Chemical Bank                                          07/01/15    3.15       3,200,000     VMIG-1               
  3,500,000   Connecticut State Development Authority                                                                              
              (Western Mass Electric Company) - Series 1993A                                                                       
              LOC Union Bank of Switzerland                              09/01/25    3.00      3,500,000      VMIG-1       A1+     
  1,300,000   Connecticut State Development Authority IDRB                                                                         
              (Columbia Diamond Ring)                                                                                              
              LOC Barclays Bank PLC                                      09/01/08    4.15       1,300,000       P1         A1+     
</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       27
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF NET ASSETS (CONTINUED)
JANUARY 31, 1996
===============================================================================
<TABLE>
<CAPTION>
                                                                                                               Ratings (a)
                                                                                                            ------------------
      Face                                                                Maturity                                    Standard
     Amount                                                                 Date     Yield        Value     Moody's   &  Poors
     ------                                                                 ----     -----        -----     -------      -----
Other Variable Rate Demand Investments (b) (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                          <C>         <C>     <C>               <C>         <C> 
$ 6,000,000   Connecticut State Development Authority IDRB                                                                       
              (Gerber Scientific Incorporated)                                                                                   
              LOC Wachovia Bank & Trust Co., N.A.                          12/01/14    3.35%   $  6,000,000                  A1+ 
  1,500,000   Connecticut State Development Authority IDRB                                                                       
              (Rand Whitney Container Board L.P.)                                                                                
              LOC Chase Manhattan Bank, N.A.                               08/01/23    2.90       1,500,000       P1         A1  
    500,000   Connecticut State Development Authority IDRB                                                                       
              (Solid Waste Exeter Project)                                                                                       
              LOC Sanwa Bank, Ltd.                                         12/01/19    3.30         500,000                  A1  
  1,200,000   Connecticut State Development Authority IDRB                                                                       
              (Vitta Corporation Project)                                                                                        
              LOC Barclays Bank PLC                                        09/01/09    4.15       1,200,000       P1         A1+ 
  1,600,000   Connecticut State Special Tax Obligation RB                                                                        
              (Second Lien Transportation Infrastructure)                                                                        
              LOC Commerzbank A.G.                                         12/01/10    2.90       1,600,000     VMIG-1       A1+ 
  3,845,000   Hartford County, CT RDA (Underwood Tower Project) (c)                                                              
              LOC Financial Security Assurance, Inc.                       06/01/20    3.30       3,845,000                      
  1,400,000   State of Connecticut HEFA - Series A                                                                               
              LOC Credit Locale de France                                  07/01/24    2.90       1,400,000     VMIG-1           
  4,000,000   State of Connecticut Special Assessment Unemployment                                                               
              Compensation Advance Fund RB - Series 1993B                                                                        
              LOC Mitsubishi Bank, Ltd.                                    11/01/01    3.35       4,000,000     VMIG-1       A1+ 
- -----------                                                                                     -----------                      
 54,745,000   Total Other Variable Rate Demand Instruments                                       54,745,000                      
- -----------                                                                                     -----------                      

<CAPTION>                                                                                                                        
Put Bonds (d) (16.55%)                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                          <C>         <C>     <C>              <C>        <C>   
$ 1,800,000   Connecticut State HEFA (Yale University) - Series E                                                                
              FGIC Insured                                                 06/01/96    4.00%   $  1,800,000     VMIG-1       A1+ 
  2,000,000   Connecticut State HFA Housing Mortgage Finance Program Bond  04/15/96    3.75       2,000,000      MIG-1     SP-1+
  3,860,000   Connecticut State RRA Bond                                                                                         
              (Wallingford Resource Recovery) - Series 1986                                                                      
              LOC National Westminster Bank PLC                            11/14/96    3.85       3,860,000       P1         A1+ 
  5,000,000   Connecticut State Special Assessment Unemployment                                                                  
              Compensation Advance Fund RB - Series 1993C                                                                        
              FGIC Insured                                                 07/01/96    3.82       5,000,594     VMIG-1       A1+ 
  4,860,000   Puerto Rico Industrial Medical & Environmental PCFA RB                                                             
              (Reynolds Metals Corporation)                                                                                      
              LOC ABN AMRO Bank N.V.                                       09/01/96    3.73       4,858,645     VMIG-1       A1+ 
- -----------                                                                                     -----------                      
 17,520,000   Total Put Bonds                                                                    17,519,239                      
- -----------                                                                                     -----------                      
</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                  28
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF NET ASSETS (CONTINUED)
JANUARY 31, 1996
===============================================================================
<TABLE>
<CAPTION>
                                                                                                                    Ratings (a)    
                                                                                                                  ---------------  
    Face                                                                        Maturity                                 Standard  
   Amount                                                                         Date     Yield        Value     Moody's & Poors  
   ------                                                                         ----     -----        -----     -------   -----  
                                                                                                                                   
                                                                                
Revenue Bonds (3.96%)
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                               <C>         <C>     <C>          
$ 3,300,000   South Central Connecticut Regional Water System RB (c)                                             
              Escrowed in U.S. Treasury Securities                              08/01/96    3.62%   $  3,418,636 
    750,000   University of Puerto Rico RB (c)                                                                   
              Escrowed in U.S. Treasury Securities                              06/01/96    3.55         774,344 
- -----------                                                                                          ----------- 
  4,050,000   Total Revenue Bonds                                                                      4,192,980 
- -----------                                                                                          ----------- 
                                                                                                                 
<CAPTION>                                                                       
Tax Exempt Commercial Paper (14.16%)
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                               <C>         <C>     <C>              <C>      <C>
$   980,000   Connecticut HFA Mortgage Project - 1989 Series D                  02/13/96    3.75%   $    980,000               A1+
  1,000,000   Connecticut HFA Mortgage Project - 1990 Series C                  02/09/96    3.60       1,000,000     VMIG-1    A1+
  1,000,000   Connecticut State HEFA (Yale University) - Series L               02/09/96    3.45       1,000,000     VMIG-1    A1+
  1,000,000   Connecticut State HEFA (Yale University) - Series L               03/01/96    3.15       1,000,000     VMIG-1    A1+
  3,000,000   Connecticut State HEFA (Yale University) - Series M               04/12/96    3.25       3,000,000     VMIG-1    A1+
  7,000,000   Puerto Rico Government Development Bank                           02/16/96    3.15       7,000,000               A1+
  1,000,000   Puerto Rico Government Development Bank                           03/01/96    3.05       1,000,000               A1+
- -----------                                                                                          -----------                  
 14,980,000   Total Tax Exempt Commercial Paper                                                       14,980,000                  
- -----------                                                                                          -----------                  

<CAPTION>                                                                       
Variable Rate Demand Instruments - Participations (b) (1.35%)
- -----------------------------------------------------------------------------------------------------------------------------------
<C>           <C>                                                               <C>         <C>     <C>                <C>     <C>
$   908,289   Connecticut State Development Authority IDRB (Nefco Holding)
              LOC Chemical Bank                                                 11/01/00    5.53%   $    908,289       P1      A1
    519,152   Connecticut State Development Authority IDRB
              (The Finlay Brothers Project)
              LOC Chemical Bank                                                 10/01/00    5.53         519,152       P1      A1
- -----------                                                                                          -----------
  1,427,441   Total Variable Rate Demand Instruments - Participations                                  1,427,441
- -----------                                                                                          -----------
              Total Investments (99.98%) (Cost $105,804,866+)                                        105,804,866
              Cash and Other Assets in Excess of Liabilities (.02%)                                       21,140
                                                                                                     -----------
              Net Assets (100%), 105,843,655 Shares Outstanding (Note 3)                            $105,826,006
                                                                                                    ============
              Net Asset Value, offering and redemption price per share                              $       1.00
                                                                                                    ============
              + Aggregate cost for federal income tax purposes is $105,804,205.

</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       29
<PAGE>


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



===============================================================================
FOOTNOTES:


(a)  The ratings  noted for variable  rate demand  instruments  are those of the
     bank whose letter of credit  secures such  instruments  or the guarantor of
     the  bond.  P1 and A1+ are the  highest  ratings  assigned  for tax  exempt
     commercial paper.


(b)  Securities  payable on demand at par including  accrued  interest  (usually
     with seven days notice) and  unconditionally  secured as to  principal  and
     interest by a bank letter of credit.  The interest rates are adjustable and
     are based on bank prime rates or other  interest rate  adjustment  indices.
     The rate shown is the rate in effect at the date of this statement.


(c)  Securities  that are not rated  which the Fund's  Board of  Directors  have
     determined to be of comparable  quality to those rated  securities in which
     the Fund invests.


(d)   The maturity date indicated is the next put date.

<TABLE>
<CAPTION>
KEY:
  <C>       <C> <C>                                         <C>       <C> <C>
  BAN       =   Bond Anticipation                           PCFA      =   Pollution Control Finance Authority
  GO        =   General Obligation                          PCR       =   Pollution Control Revenue
  HEFA      =   Health and Education Facilities Authority   RB        =   Revenue Bond
  HFA       =   Housing Finance Authority                   RDA       =   Revenue Development Authority
  IDRB      =   Industrial Development Revenue Bond         RRA       =   Resource Recovery Authority
  LOC       =   Letter of Credit
</TABLE>






- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       30
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 31, 1996
===============================================================================
<TABLE>
<CAPTION>

INVESTMENT INCOME
<S>                                                                                   <C>    
Income:
  Interest......................................................................      $         3,591,042
                                                                                      -------------------
Expenses: (Note 2)
   Investment management fee....................................................                  278,564
   Administration fee...........................................................                  187,517
   Shareholder servicing fee....................................................                  185,710
   Custodian expenses...........................................................                   17,836
   Shareholder servicing and related shareholder expenses.......................                   75,497
   Legal, compliance and filing fees............................................                   27,873
   Audit and accounting.........................................................                   77,630
   Directors' fees..............................................................                   16,728
   Other........................................................................                    7,105
                                                                                       ------------------
       Total expenses...........................................................                  874,460
       Less:
         Expenses paid indirectly...............................................      (             3,075)
         Fees waived............................................................      (            27,856)
                                                                                       ------------------
             Net expenses.......................................................                  843,529
                                                                                       ------------------
   Net investment income........................................................                2,747,513

<CAPTION>
REALIZED GAIN (LOSS) ON INVESTMENTS
<S>                                                                                    <C>    
Net realized gain (loss) on investments.........................................                    2,987
                                                                                       ------------------
Increase in net assets from operations..........................................      $         2,750,500
                                                                                       ==================

</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       31
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED JANUARY 31, 1996 AND 1995
===============================================================================
<TABLE>
<CAPTION>
                                                                              1996                          1995
                                                                              ----                          ----

INCREASE (DECREASE) IN NET ASSETS
<S>                                                                     <C>                           <C>
Operations:
     Net investment income...........................................    $      2,747,513             $      1,801,080

      Net realized gain (loss) on investments........................               2,987                        2,109
                                                                          ---------------              ---------------

Increase (decrease) in net assets from operations....................           2,750,500                    1,803,189


Dividends to shareholders from net investment income.................   (       2,747,513)*           (      1,801,080)*
Capital share transactions (Note 3)..................................          24,022,159             (     38,752,190)
                                                                          ---------------              ---------------
     Total increase (decrease).......................................          24,025,146             (     38,750,081)
Net assets:
     Beginning of year...............................................          81,800,860                  120,550,941
                                                                          ---------------              ---------------
     End of year.....................................................    $    105,826,006             $     81,800,860
                                                                          ===============              ===============


* Designated as exempt-interest dividends for federal income tax purposes.

</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       32
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
===============================================================================

1. Summary of Accounting Policies.

Connecticut  Daily Tax Free Income  Fund,  Inc.  is a no-load,  non-diversified,
open-end  management  investment company registered under the Investment Company
Act of  1940.  The Fund is a  short-term,  tax-exempt  money  market  fund.  Its
financial   statements  are  prepared  in  accordance  with  generally  accepted
accounting principles for investment companies as follows:

     a) Valuation of Securities -

     Investments are valued at amortized cost.  Under this valuation  method,  a
     portfolio  instrument  is valued at cost and any  discount  or  premium  is
     amortized  on a  constant  basis to the  maturity  of the  instrument.  The
     maturity of variable rate demand  instruments is deemed to be the longer of
     the period  required  before the Fund is entitled to receive payment of the
     principal  amount or the  period  remaining  until the next  interest  rate
     adjustment.

     b) Federal Income Taxes -

     It is the Fund's  policy to comply with the  requirements  of the  Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all of its tax exempt and taxable income to its shareholders. Therefore, no
     provision for federal income tax is required.

     c) Dividends and Distributions -

     Dividends from investment  income  (excluding  capital gains and losses, if
     any, and  amortization  of market  discount)  are  declared  daily and paid
     monthly.  Distributions of net capital gains, if any,  realized on sales of
     investments are made after the close of the Fund's fiscal year, as declared
     by the Fund's Board of Directors.

     d) Use of Estimates -

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that effect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial statements and the reported amounts of increases and decreases in
     net assets from  operations  during the reporting  period.  Actual  results
     could differ from those estimates.

     e) General -

     Securities transactions are recorded on a trade date basis. Interest income
     is  accrued  as  earned.   Realized   gains  and  losses  from   securities
     transactions are recorded on the identified cost basis.

2. Investment Management Fees and Other Transactions with Affiliates.

Under the Investment Management Contract, the Fund pays an investment management
fee to Reich & Tang Asset  Management L.P.  (Manager) at the annual rate of .30%
of the Fund's average daily net assets.  The Manager has agreed to reimburse the
Fund  for  its  expenses   (exclusive  of  interest,   taxes,   brokerage,   and
extraordinary  expenses)  which in any year  exceed  the  limits  on  investment
company  expenses  prescribed  by any  state  in which  the  Fund's  shares  are
qualified  for sale.  No such  reimbursement  was  required  for the year  ended
January 31, 1996.

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


                                       33
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
===============================================================================

2.   Investment   Management  Fees  and  Other   Transactions   with  Affiliates
     (Continued).

Pursuant to an Administrative  Services Contract the Fund pays to the Manager an
annual fee of .21% of the Fund's average daily net assets.  Prior to December 1,
1995, the administration fee was .20%.

The Manager is a wholly-owned  subsidiary of New England  Investment  Companies,
L.P.  ("NEIC").  On August 16, 1995, New England  Mutual Life Insurance  Company
("The New England"), the owner of NEIC's general partner and a majority owner of
the limited  partnership  interest in NEIC,  entered  into an agreement to merge
with  Metropolitan Life Insurance  Company  ("MetLife"),  with MetLife to be the
survivor of the merger. The merger is subject to several  conditions,  including
the required approval,  by shareholders of the Fund of a proposed new investment
advisory  agreement,  intended to take effect at the time of the merger. The new
agreement will be substantially similar to the existing agreement.

Pursuant to a Distribution Plan adopted under Securities and Exchange Commission
Rule 12b-1, the Fund and Reich & Tang  Distributors  L.P. (the Distributor) have
entered into a Distribution Agreement and a Shareholder Servicing Agreement. For
its services under the Shareholder Servicing Agreement, the Distributor receives
from the Fund a fee equal to .20% of the Fund's average daily net assets.  There
were no additional expenses borne by the Fund pursuant to the Distribution Plan.

During  the  year  ended  January  31,  1996,  the  Manager  voluntarily  waived
administration fees of $27,856.

Fees are paid to Directors who are unaffiliated with the Manager on the basis of
$3,000 per annum plus $500 per meeting attended.

Included in the Statement of Operations under the caption "Shareholder servicing
and  related  shareholder  expenses"  are  fees of  $5,983  paid to Reich & Tang
Services  L.P.,  an affiliate of the Manager,  as servicing  agent for the Fund.
Included in the Statement of Operations under the caption  "Custodian  expenses"
are expense offsets of $3,075.

3. Capital Stock.

At  January  31,  1996,  20,000,000,000  shares of $.001 par  value  stock  were
authorized and capital paid in amounted to $105,825,345. Transactions in capital
stock, all at $1.00 per share, were as follows:

<TABLE>
<CAPTION>
                                                             Year                            Year
                                                             Ended                           Ended
                                                       January 31, 1996                January 31, 1995
                                                       ----------------                ----------------
<S>                                                   <C>                            <C>        
Sold...........................................              230,071,612                     190,586,219
Issued on investment of dividends..............                2,456,633                       1,674,156
Redeemed.......................................       (      208,506,086)            (       231,012,565)
                                                      ------------------             -------------------
Net increase (decrease)........................               24,022,159             (        38,752,190)
                                                      ==================             ===================
</TABLE>

4. Sales of Securities.

Accumulated undistributed realized gains at January  31, 1996 amounted to $661.

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


                                       34
<PAGE>


- -------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
===============================================================================

5. Concentration of Credit Risk.

The Fund invests primarily in obligations of political subdivisions of the State
of Connecticut and,  accordingly,  is subject to the credit risk associated with
the non-performance of such issuers.  Approximately 56% of these investments are
further  secured,  as to principal and interest,  by letters of credit issued by
financial  institutions.  The Fund maintains a policy of monitoring its exposure
by  reviewing  the  creditworthiness  of the  issuers,  as  well  as that of the
financial institutions issuing the letters of credit, and by limiting the amount
of holdings with letters of credit from one financial institution.

6. Selected Financial Information.

Reference is made to page 2 of the Connecticut  Daily Tax Free Income Fund, Inc.
Prospectus  and the Vista  Select  Shares of  Connecticut  Daily Tax Free Income
Fund, Inc. Prospectus for Selected Financial  Information.  Reference is made to
page 3 of the Evergreen  Shares of Connecticut  Daily Tax Free Income Fund, Inc.
Prospectus for Selected Financial Information.













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


                                       35
<PAGE>


                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.

                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

     (A) Financial Statements.

         Included in Prospectus - Part A:
   
          (1) Table of Fees and Expenses

          (2) Selected Financial Information

          Included in Statement of Additional Information - Part B:

          (1) Report of McGladrey & Pullen, LLP independent certified
              public accountants, dated February 22, 1996.

          (2) Statement of Net Assets (audited),dated January 31, 1996.

          (3) Statement of Operations (audited),dated January 31, 1996.

          (4) Statements of Changes in Net Assets (audited),for the fiscal years
              ended January 1995 and 1996.
    
          (5) Notes to Financial Statements (audited).

     (B) Exhibits.

*         (1) Articles of Incorporation of the Registrant.

*         (2) By-Laws of the Registrant.

          (3) Not applicable.

**        (4) Form of  certificate  for  shares of Common  Stock,  par value
              $.001 per share, of the Registrant.

****      (5)  Investment  Management  Contract  between the  Registrant and
              Reich & Tang Asset Management L.P.

****      (6) See Distribution  Agreement between the Registrant and Reich &
              Tang Distributors L.P.

          (7) Not applicable.
   
*****     (8) Custody Agreement  between the Registrant and Investors  Fiduciary
              Trust Company.
    
          (9) Not applicable.


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

   
+    Filed with Pre-Effective  Amendment No. 1 to said Registration Statement on
     May 13, 1985, and incorporated herein by reference.
*    Filed with the initial  Registration  Statement No.  2-96546,  on March 20,
     1985, and incorporated herein by reference.
**   Filed herewith.
***  Filed with Post-Effective Amendment No. 5 to said Registration Statement on
     May 27, l988, and incorporated herein by reference.
**** Filed with Post-Effective  Amendment No. 17 to said Registration  Statement
     on March 31, 1994 and incorporated by reference herein.
*****Filed with Post-Effective  Amendment No. 19 to said Registration  Statement
     on May 26, 1995 and incorporated by reference herein.
    


                                       C-1
<PAGE>


+       (10)  Opinion  of  Battle  Fowler  LLP as to the  legality  of the
              Securities being registered, including their consent to the filing
              thereof and to the use of their name under the  headings  "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.

+     (11.1)  Consent  of Day,  Berry & Howard to the use of their  name
              under the heading "Connecticut 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.

       (11.2) Consent of Certified Public Accountants filed herein.

+      (11.3) Power of Attorney of Principal  Officers and  Directors of
              the Registrant.

        (12)  Not applicable.

+       (13)  Written  assurance of Reich & Tang, Inc. that its purchase of
              shares of the Registrant was for investment  purposes  without any
              present intention of redeeming or reselling.

        (14)  Not applicable.

***   (15.1)  Distribution  Plan  pursuant  to  Rule  12b-1  under  the
              Investment Company Act of 1940.

****  (15.2)  Amended Distribution  Agreement between the Registrant and Reich &
              Tang Distributors L.P.

****  (15.3)  Amended Shareholder Servicing Agreement between the Registrant and
              Reich & Tang Distributors L.P.
   
       (15.4) Administrative Services Contract between the Registrant and Reich
              & Tang Distributors L.P. filed herein.
    
         (16) Financial Data Schedule Filed herein.

Item 25. Persons controlled by or Under Common Control with Registrant.

          None.

Item 26. Number of Holders of Securities.

   
                                             Number of Record Holders
                  Title of Class             as of April 30, 1996

                  Common Stock
                  (par value $.001)                     551
    


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

+    Filed with  Pre-Effective  Amendment No. 1 to said  Registration  Statement
     filed on May 13, 1985, and incorporated herein by reference.
***  Filed with Post-Effective  Amendment No. 15 to said Registration  Statement
     filed on May 28, 1993, and incorporated herein by reference.
**** Filed with Post-Effective  Amendment No. 17 to said Registration  Statement
     on March 31, 1994 and incorporated by reference herein.


                                       C-2
<PAGE>


Item 27. Indemnification.

     Registrant  incorporates  herein by  reference  the  response to Item 27 of
Registration Statement filed with the Commission on May 13, 1985.

Item 28. Business and Other Connections of Investment Advisor.

   
     The  description of Reich & Tang Asset  Management  L.P.("RTAM")  under the
caption "Management of the Fund" in the Prospectus and "Manager" and "Management
of the Fund" in the Statement of Additional Information constituting parts A and
B,  respectively,  of this  Post-Effective  Amendment No. 21 to the Registration
Statement are incorporated herein by reference.

     New England Mutual Life Insurance Company, ("The New England") of which New
England  Investment  Companies,   Inc.  ("NEIC")  is  an  indirect  wholly-owned
subsidiary, owns approximately 55.9% of the outstanding partnership units of New
England Investment  Companies,  L.P. ("NEICLP"),  Reich & Tang, Asset Management
L.P., owns approximately  17.6% of the outstanding  partnership units of NEICLP.
NEICLP is the  limited  partner  and owner of a 99.5%  interest  in Reich & Tang
Asset  Management  L.P. Reich & Tang Asset  Management,  Inc. serves as the sole
general  partner and owner of the  remaining  .5% interest of Reich & Tang Asset
Management  L.P.  and  serves  as the  sole  general  partner  of  Reich  & Tang
Distributors  L.P. Reich & Tang Asset Management L.P. serves as the sole limited
partner of the Distributor.

     Registrant's  investment advisor,  Reich & Tang Asset Management L.P., is a
registered  investment advisor.  Reich & Tang Asset Management L.P.'s investment
advisory clients include  California  Daily Tax Free Income Fund, Inc.  Cortland
Trust,  Inc., Daily Tax Free Income Fund,  Inc.,  Florida Daily Municipal Income
Fund,  Institutional  Daily  Income Fund,  Michigan  Daily Tax Free Income Fund,
Inc.,  New Jersey Daily  Municipal  Income Fund,  Inc.,  New York Daily Tax Free
Income  Fund,   Inc.,   North  Carolina  Daily  Municipal   Income  Fund,  Inc.,
Pennsylvania  Daily Municipal  Income Fund, Short Term Income Fund, Inc. and Tax
Exempt Proceeds Fund, Inc., registered investment companies whose address is 600
Fifth Avenue, New York, New York 10020, which invest principally in money market
instruments, Delafield Fund, Inc. and Reich & Tang Equity Fund, Inc., registered
investment  companies whose  addresses are 600 Fifth Avenue,  New York, New York
10020, which invests principally in equity securities. In addition, Reich & Tang
Asset  Management L.P. is the sole general partner of Alpha  Associates,  August
Associates,  Reich & Tang  Small  Cap L.P.  and  Tucek  Partners  L.P.,  private
investment partnerships organized as limited partnerships.

     Peter S. Voss,  President,  Chief Executive  Officer and a Director of NEIC
since October 1992,  Chairman of the Board of NEIC since  December  1992,  Group
Executive  Vice  President,  Bank of America,  responsible  for the global asset
management  private  banking  businesses,  from  April  1992  to  October  1992,
Executive Vice President of Security  Pacific Bank, and Chief Executive  Officer
of Security Pacific Hoare Govett Companies a wholly-owned subsidiary of Security
Pacific Corporation,  from April 1988 to April 1992, Director of The New England
since March  1993,  Chairman of the Board of  Directors  of NEIC's  subsidiaries
other than Loomis, Sayles & Company, L.P. ("Loomis") and Back Bay Advisors, L.P.
("Back  Bay"),  where he  serves as a  Director,  and  Chairman  of the Board of
Trustees of all of the mutual funds in the TNE Fund Group and the Zenith  Funds.
G. Neil Ryland, Executive Vice President,  Treasurer and Chief Financial Officer
NEIC  since  July 1993,  Executive  Vice from  March 1989 until July 1993,  from
September  1985 to December 1988, Mr. Ryland was employed by Kenner Parker Toys,
Inc. as Senior Vice President and Chief Financial Officer.  Edward N. Wadsworth,
Executive Vice  President,  General  Counsel,  Clerk and Secretary of NEIC since
December 1989,  Senior Vice President and Associate  General  Counsel of The New
England from 1984 until  December  1992,  and Secretary of Westpeak and Draycott
and the Treasurer of NEIC.  Lorraine C. Hysler has been  Secretary of RTAM since
July 1994,  Assistant  Secretary of NEIC since September 1993, Vice President of
the Mutual Funds Group of NEICLP from  September  1993 until July 1994, and Vice
President of Reich & Tang Mutual Funds since July 1994.  Ms. Hysler joined Reich
& Tang, Inc. in May 1977 and served as Secretary from April 1987 until September
1993.  Richard  E.  Smith,  III has been a  Director  of RTAM  since  July 1994,
President and Chief Operating Officer of


                                      C-3
<PAGE>


Capital Management Group of NEICLP from May 1994 until July 1994,  President and
Director of RTAM since July 1994,  President and Chief Operating  Officer of the
Chief Operating Officer of the Reich & Tang Capital  Management Group since July
1994,  Executive Vice President and Director of Rhode Island Hospital Trust from
March 1993 to May 1994, President, Chief Executive Officer and Director of USF&G
Review  Management Corp. from January 1988 until September 1992.  Steven W. Duff
has been a Director of RTAM since  October 1994,  President and Chief  Executive
Officer of Reich & Tang Mutual Funds since August 1994, Senior Vice President of
NationsBank  from June 1981 until  August  1994,  Mr.  Duff is  President  and a
Director of California Daily Tax Free Income Fund, Inc.,  Connecticut  Daily Tax
Free Income Fund,  Inc.,  Daily Tax Free Income Fund,  Inc.,  Michigan Daily Tax
Free Income Fund,  Inc., New Jersey Daily Municipal  Income Fund, Inc., New York
Daily Tax Free Income Fund,  Inc.,  North Carolina Daily Municipal  Income Fund,
Inc. and Short Term Income Fund,  Inc.,  President  and Chairman of Reich & Tang
Government  Securities  Trust,  President  and  Trustee of  Institutional  Daily
Municipal Income Fund,  Pennsylvania Daily Municipal Income Fund,  President and
Chief Executive  Officer of Tax Exempt  Proceeds Fund,  Inc., and Executive Vice
President of Reich & Tang Equity  Fund,  Inc.  Bernadette  N. Finn has been Vice
President/Compliance  of RTAM since July 1994,  Vice  President  of Mutual Funds
Division of NEICLP from September 1993 until July 1994,  Vice President of Reich
& Tang Mutual  Funds since July 1994.  Ms.  Finn  joined  Reich & Tang,  Inc. in
September  1970 and served as Vice  President from September 1982 until May 1987
and as Vice  President and  Assistant  Secretary  from May 1987 until  September
1993. Ms. Finn is also Secretary of California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc.,  Cortland Trust,  Inc.,  Delafield
Fund,  Inc.,  Daily Tax Free Income Fund,  Inc.,  Institutional  Daily Municipal
Income  Fund,  Michigan  Daily Tax Free Income  Funds,  Inc.,  New Jersey  Daily
Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,  Inc., North
Carolina Daily Municipal Income Fund, Inc.,  Pennsylvania Daily Municipal Income
Fund and Tax Exempt Proceeds Fund, Inc., a Vice President and Secretary of Reich
& Tang Equity Fund,  Inc.,  Reich & Tang Government  Securities  Trust and Short
Term Income Fund, Inc.  Richard De Sanctis has been Treasurer of RTAM since July
1994,  Assistant  Treasurer of NEIC since  September  1993 and  Treasurer of the
Mutual Funds Group of NEICLP from September  1993 until July 1994,  Treasurer of
the Reich & Tang Mutual  Funds since July 1994.  Mr. De Sanctis  joined  Reich &
Tang, Inc. in December 1990 and served as Controller of Reich & Tang, Inc., from
January 1991 to September  1993. Mr. De Sanctis was Vice President and Treasurer
of Cortland  Financial Group, Inc. and Vice President of Cortland  Distributors,
Inc. from 1989 to December  1990. Mr. De Sanctis is also Treasurer of California
Daily Tax Free Income Fund, Inc.,  Connecticut Daily Tax Free Income Fund, Inc.,
Daily Tax Free Income Fund,  Inc.,  Delafield Fund,  Inc.,  Institutional  Daily
Municipal  Income Fund,  Michigan  Daily Tax Free Income Fund,  Inc., New Jersey
Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,  Inc.,
North Carolina Daily Municipal Income Fund, Inc.,  Pennsylvania  Daily Municipal
Income Fund, Reich & Tang Equity Fund, Inc., Reich & Tang Government  Securities
Trust,  Short Term Income Fund,  Inc. and Tax Exempt  Proceeds Fund, Inc. and is
Vice President and Treasurer of Cortland Trust, Inc.
    

Item 29. Principal Underwriters.

   
     (a) Reich & Tang Distributors L.P., the Registrant's  distributor,  is also
distributor  for California  Daily Tax Free Income Fund,  Inc.,  Cortland Trust,
Inc.,  Daily Tax Free Income Fund,  Inc.,  Delafield Fund,  Inc.,  Florida Daily
Municipal Income Fund,  Institutional Daily Income Fund, Michigan Daily Tax Free
Income Fund,  Inc., New Jersey Daily Municipal Income Fund, Inc., New York Daily
Tax Free Income Fund,  Inc.,  North Carolina Daily Municipal  Income Fund, Inc.,
Pennsylvania  Daily Municipal Income Fund, Reich & Tang Equity Fund, Inc., Short
Term Income Fund, Inc. and Tax Exempt Proceeds Fund, Inc.

     (b) The  following  are the  directors  and  officers of Reich & Tang Asset
Management Inc., the general partner of Reich & Tang  Distributors  L.P. Reich &
Tang  Distributors  L.P.  does not have any  officers.  The  principal  business
address of Messrs.  Voss, Ryland, and Wadsworth is 399 Boylston Street,  Boston,
Massachusetts  02116. For all other persons,  the principal  business address is
600 Fifth Avenue, New York, New York 10022.
    


                                       C-4
<PAGE>


                           Positions and Offices
                          With the General Partner     Positions and Offices
         Name                of the Distributor           With Registrant

   
G. Neal Ryland             Director                                    None
Edward N. Wadsworth        Clerk                                       None
Richard E. Smith III       Director                                    None
Steven W. Duff             Director                                    President
Bernadette N. Finn         Vice President - Compliance                 Secretary
Lorraine C. Hysler         Secretary                                   None
Richard De Sanctis         Vice President and Treasurer                Treasurer
    

     (c) Not applicable.


Item 30. Location of Accounts and Records.

   
     Accounts,  books and other  documents  required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are  maintained in the physical  possession of the  Registrant;  at Reich & Tang
Asset  Management  L.P.,  600  Fifth  Avenue,  New  York,  New York  10020,  the
Registrant's manager at Investors Fiduciary Trust Company, 127 West 10th Street,
Kansas City,  Missouri 64105,  the Registrant's  custodian;  and at Reich & Tang
Services L.P.,  600 Fifth Avenue,  New York,  New York 10020,  the  Registrant's
transfer agent and dividend disbursing agent.
    


Item 31. Management Services.

     Not applicable.


Item 32. Undertakings.

     (a) Not applicable.

     (b) Not applicable.


























                                       C-5
<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 30th day of May, 1996.


                            CONNECTICUT DAILY TAX FREE INCOME FUND, INC.



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


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated below on May 30, 1996.


                  SIGNATURE                   TITLE

(1)      Principal Executive
         Officer


         /s/Steven W. Duff                    President and Director
         Steven W. Duff


(2)      Principal Financial and
         Accounting Officer


         /s/Richard De Sanctis               Treasurer
         Richard De Sanctis


(3)      Majority of Directors


         /s/Steven W. Duff
         Steven W. Duff                      Director


         Dr. W. Giles Mellon        Director)
         Dr. Yung Wong              Director)
         Robert Straniere           Director)


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

*    An  executed  copy of the power of  attorney  was filed as  Exhibit 16 with
     Pre-Effective  Amendment No. 1 to Registration Statement No. 2-96546 on May
     13, 1985.
<PAGE>


                                  EXHIBIT INDEX


     (11.2)  Consent of Certified Public Accountants

   
     (15.4)  Administrative Services Contract between the Registrant and Reich &
             Tang Distributors L.P.

       (16)  Financial Data Schedule
    





                                                                      EXHIBIT 11


                              McGLADREY & PULLEN L.L.P.
                   Certified Public Accountants & Consultants




                        CONSENT OF INDEPENDENT AUDITORS




     We hereby  consent to the use of our report dated February 22, 1996, on the
financial  statements referred to therein in Post-Effective  Amendment No. 21 to
the  Registration  Statement on Form N-1A, File No. 2-96456 of Connecticut Daily
Tax  Free  Income  Fund,  Inc.,  as  filed  with  the  Securities  and  Exchange
Commission.

     We also consent to the  reference to our Firm in the  Prospectus  under the
caption  "Selected  Financial  Information"  and in the  Statement of Additional
Information under the caption "Counsel and Auditors."




                                             /s/McGLADREY & PULLEN, LLP
                                                McGladrey & Pullen, LLP




New York, New York
May 23, 1996




                                                                    EXHIBIT 15.4
                        ADMINISTRATIVE SERVICES CONTRACT


                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
                                   the "Fund"

                               New York, New York


                                                           December 1, 1995


Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York  10022

Gentlemen:

                  We herewith confirm our agreement with you as follows:

     1. We propose to engage in the business of investing  and  reinvesting  our
assets  in  securities  of the type,  and in  accordance  with the  limitations,
specified in our Articles of Incorporation,  By-Laws and Registration  Statement
filed with the Securities and Exchange  Commission under the Investment  Company
Act of 1940 (the  "1940  Act") and the  Securities  Act of 1933,  including  the
Prospectus  forming a part thereof (the "Registration  Statement"),  all as from
time to time in effect,  and in such  manner and to such extent as may from time
to time be  authorized  by our  Board of  Directors.  We  enclose  copies of the
documents  listed above and will furnish you such  amendments  thereto as may be
made from time to time.

     2.   a. We hereby employ you as our administrator  (the  "Administrator")  
to provide all management and administrative  services reasonably  necessary for
our  operation,  other than those  services  you  provide to us  pursuant to the
Investment Management Contract. The services to be provided by you shall include
but not be  limited  to those  enumerated  on  Exhibit A hereto.  The  personnel
providing  these services may be your employees or employees of your  affiliates
or of other  organizations.  You shall make periodic reports to the Fund's Board
of Directors in the performance of your obligations under this Agreement and the
execution  of your duties  hereunder  is subject to the  general  control of the
Board of Directors.

          b. It   is  understood  that  you  will  from  time  to  time  employ,
subcontract with or otherwise associate with yourself, entirely at your expense,
such  persons  as you  believe  to be  particularly  fitted to assist you in the
execution of your duties  hereunder.  While this agreement is in effect,  you or
persons affiliated with you, other than us ("your affiliates"),


<PAGE>


will  provide  persons  satisfactory  to our Board of Directors to be elected or
appointed officers or employees of our corporation.  These shall be a president,
a secretary,  a treasurer,  and such  additional  officers and  employees as may
reasonably be necessary for the conduct of our business.

          c.  You or  your affiliates  will  also  provide  persons,  who may be
our officers,  to (i)  supervise  the  performance  of  bookkeeping  and related
services and calculation of net asset value and yield by our bookkeeping  agent,
(ii) prepare reports to and the filings with regulatory  authorities,  and (iii)
perform such clerical,  other office and  shareholder  services for us as we may
from time to time  request  of you.  Such  personnel  may be your  employees  or
employees of your  affiliates  or of other  organizations.  Notwithstanding  the
preceding,  you shall not be  required to perform any  accounting  services  not
expressly provided for herein.

          d. You or your  affiliates  will also  furnish us such  administrative
and management  supervision and assistance and such office facilities as you may
believe  appropriate or as we may reasonably request subject to the requirements
of any regulatory  authority to which you may be subject. You or your affiliates
will also pay the expenses of promoting  the sale of our shares  (other than the
costs of preparing,  printing and filing our  Registration  Statement,  printing
copies of the prospectus  contained  therein and complying with other applicable
regulatory  requirements),  except to the extent that we are  permitted  to bear
such expenses under a plan adopted  pursuant to Rule 12b-1 under the 1940 Act or
a similar rule.

     3. We will  expect of you,  and you will give us the  benefit of, your best
judgment  and  efforts in  rendering  these  services  to us, and we agree as an
inducement  to your  undertaking  these  services  that you  will not be  liable
hereunder  for any  mistake of judgment or for any other  cause,  provided  that
nothing  herein shall protect you against any liability to us or to our security
holders by reason of willful  misfeasance,  bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.

     4. In  consideration of the foregoing we will pay you an annual fee of .21%
of the Fund's  average  daily net assets.  Your fee will be accrued by us daily,
and  will be  payable  on the  last  day of each  calendar  month  for  services
performed  hereunder during that month or on such other schedule as we may agree
in writing.  You may use any portion of this fee for distribution of our shares,
or for making  payments  to  organizations  whose  customers  or clients are our
stockholders.  You may  waive  yourright  to any fee to which  you are  entitled
hereunder, provided such waiver is delivered to us in writing.


                                       2
<PAGE>


     5. This  Agreement  will  become  effective  on the date  hereof  and shall
continue  in  effect  until  January  31,  1997 and  thereafter  for  successive
twelve-month  periods  (computed  from each  February  1st),  provided that such
continuation  is  specifically  approved  at  least  annually  by our  Board  of
Directors  and by a majority of those of our  directors who are neither party to
this Agreement nor, other than by their service as directors of the corporation,
interested  persons, as defined in the 1940 Act, of any such person who is party
to this  Agreement.  This  Agreement may be terminated at any time,  without the
payment of any  penalty,  (i) by vote of a majority  of our  outstanding  voting
securities,  as defined in the 1940 Act,  or (ii) by a vote of a majority of our
entire Board of Directors, on sixty days' written notice to you, or (iii) by you
on sixty days' written notice to us.

     6. This Agreement may not be transferred,  assigned,  sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate  automatically
in the event of any such transfer,  assignment, sale, hypothecation or pledge by
you. The terms  "transfer",  "assignment"  and "sale" as used in this  paragraph
shall have the  meanings  ascribed  thereto by governing  law and in  applicable
rules or regulations of the Securities and Exchange Commission.

     7. Except to the extent  necessary to perform your  obligations  hereunder,
nothing herein shall be deemed to limit or restrict your right,  or the right of
any of your officers, directors or employees who may also be a director, officer
or employee of ours, or of a person  affiliated  with us, as defined in the Act,
to  engage  in any  other  business  or to  devote  time  and  attention  to the
management  or other  aspects  of any other  business,  whether  of a similar or
dissimilar  nature, or to render services of any kind to any other  corporation,
firm, individual or association.

     8. This  Agreement  shall be construed in  accordance  with the laws of the
State of New York and the applicable provisions of the 1940 Act.




                                       3
<PAGE>


     If the foregoing is in accordance with your understanding,  will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

                                   Very truly yours,

                                   CONNECTICUT DAILY TAX FREE INCOME FUND, INC.


                                   By:  /s/ Bernadette N. Finn


ACCEPTED:  December 1, 1995


REICH & TANG ASSET MANAGEMENT L.P.

By:  REICH & TANG ASSET MANAGEMENT, INC., General Partner


By:   /s/ Lorraine C. Hysler


<PAGE>


                                    Exhibit A


                     Administration Services To Be Performed
                      by Reich & Tang Asset Management L.P.


Administration Services

     1.   In conjunction with Fund counsel,  prepare and file all Post-Effective
          Amendments to the  Registration  Statement,  all state and federal tax
          returns and all other regulatory filings.

     2.   In  conjunction  with  Fund  counsel,  prepare  and  file all Blue Sky
          filings, reports and renewals.

     3.   Coordinate,  but not pay for,  required Fidelity Bond and Trustees and
          Officers   Insurance  (if  any)  and  monitor  their  compliance  with
          Investment Company Act.

     4.   Coordinate  the  preparation  and  distribution  of all  materials for
          Trustees,  including the agenda for meetings and all exhibits thereto,
          and actual and projected quarterly summaries.

     5.   Coordinate  the  activities of the Fund's  Manager,  Custodian,  Legal
          Counsel and Independent Accountants.

     6.   Prepare and file all periodic  reports to shareholders and proxies and
          provide support for shareholders meetings.

     7.   Monitor daily and periodic compliance with respect to all requirements
          and  restrictions of the Investment  Company Act, the Internal Revenue
          Code and the Prospectus.

     8.   Monitor daily the Fund's bookkeeping  services agent's  calculation of
          all income and  expense  accruals,  sales and  redemptions  of capital
          shares outstanding.

     9.   Evaluate  expenses,  project future expenses,  and process payments of
          expenses.

     10.  Monitor and evaluate  performance of accounting and accounting related
          services by Fund's bookkeeping services agent. Nothing herein shall be
          construed  to  require  you to perform  any  accounting  services  not
          expressly provided for in this Agreement.



<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>               0000764901
<NAME>              Connecticut Daily Tax Free Income Fund, Inc.
       
<S>                               <C>    
<FISCAL-YEAR-END>             JAN-31-1996
<PERIOD-START>                FEB-01-1995
<PERIOD-END>                  JAN-31-1996
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         105804866
<INVESTMENTS-AT-VALUE>        105804866
<RECEIVABLES>                 780170
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          1253495
<TOTAL-ASSETS>                107838531
<PAYABLE-FOR-SECURITIES>      1775408
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     237117
<TOTAL-LIABILITIES>           2012525
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      105843655
<SHARES-COMMON-STOCK>         105843655
<SHARES-COMMON-PRIOR>         81821496
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       (17,649)
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  105826006
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             3591042
<OTHER-INCOME>                0
<EXPENSES-NET>                843529
<NET-INVESTMENT-INCOME>       2747513
<REALIZED-GAINS-CURRENT>      2987
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         2750500
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     2747513
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       2300771612
<NUMBER-OF-SHARES-REDEEMED>   208506086
<SHARES-REINVESTED>           2456633
<NET-CHANGE-IN-ASSETS>        24025146
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     (20636)
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         278564
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               874460
<AVERAGE-NET-ASSETS>          92854857
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .030
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .030
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               .91
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>


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