As filed with the Securities and Exchange Commission on May 29, 1997
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. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 19 [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, 1997 on March 14, 1997.
<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 . . . . . Financial Highlights
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, 1997; Statement of
Operations (audited), dated
January 31, 1997;
Statements of Changes in Net
Assets (audited), for the
fiscal years ended January
31, 1996 and 1997; Notes to
Financial Statements(audited)
<PAGE>
================================================================================
CONNECTICUT 600 FIFTH AVENUE
DAILY TAX FREE NEW YORK, NY 10020
INCOME FUND, INC. (212) 830-5220
- --------------------------------------------------------------------------------
PROSPECTUS
June 2, 1997
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. The Fund offers
two classes of shares to the general public. The Class A shares of the Fund are
subject to a service fee pursuant to the Fund's Rule 12b-1 Distribution and
Service Plan and are sold through financial intermediaries who provide servicing
to Class A shareholders for which they receive compensation from the Manager and
the Distributor. The Class B shares of the Fund are not subject to a service fee
and either are sold directly to the public or are sold through financial
intermediaries that do not receive compensation from the Manager or the
Distributor. In all other respects, the Class A and Class B shares represent the
same interest in the income and assets of the Fund. The Fund is concentrated in
the securities issued by Connecticut or entities within Connecticut and the Fund
may invest a significant percentage of its assets in a single issuer. Therefore
an investment in the Fund may be riskier than an investment in other types of
money market funds.
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>
Class A Class B
Management Fees .30% .30%
12b-1 Fees .20% --
Other Expenses .41% .40%
Administration Fees .21% .21%
Total Fund Operating Expenses .91% .70%
</TABLE>
<TABLE>
<CAPTION>
<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)
Class A $9 $29 $50 $112
Class B $7 $22 $39 $87
</TABLE>
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 outstanding shares of the Fund
were reclassified into Class A shares and Class B shares on October 10, 1996.
THE FIGURES REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN ABOVE.
2
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights of Connecticut Daily Tax Free Income Fund,
Inc. have been audited by McGladrey & Pullen, LLP, Independent Certified Public
Accountants, whose report thereon appears in the Statement of Additional
Information, which may be provided to shareholders upon request.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A Year Ended January 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Per Share Operating Performance:
(for a share outstanding throughout
the period)
Net asset value, beginning of period $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00$ $1.00
------ ------ ------ ----- ------ ----- ------- ------ ------ -----
Income from investment operations:
Net investment income....... 0.026 0.030 0.023 0.017 0.021 0.035 0.049 0.054 0.044 0.038
Less distributions:
Dividends from net investment income (0.026) (0.030)(0.023) (0.017) (0.021) (0.035) (0.049) (0.054) (0.044) (0.038)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Total Return.................. 2.59% 3.02% 2.29% 1.70% 2.12% 3.56% 5.01% 5.58% 4.53% 3.90%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $136,606 $105,826 $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638
Ratios to average net assets:
Expenses.................... 0.91%++ 0.91%+ 0.88% 0.87% 0.86%+ 0.79% 0.80% 0.78% 0.79% 0.76%+
Net investment income....... 2.56%++ 2.96%+ 2.25% 1.68% 2.14%+ 3.51% 4.92% 5.44% 4.44% 3.83%+
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
October 10, 1996
CLASS B (Commencement of Offering) to
January 31, 1997
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period............. $ 1.00
--------
Income from investment operations:
Net investment income.......................... 0.009
Less distributions:
Dividends from net investment income............ ( 0.009)
---------
Net asset value, end of period................... $ 1.00
========
Total Return..................................... 2.83%
Ratios/Supplemental Data
Net assets, end of period (000).................. $7,000
Ratios to average net assets:
Expenses....................................... 0.70%*++
Net investment income.......................... 2.80%*++
</TABLE>
* Annualized
+ Net of management, shareholder servicing and administration fees
waived equivalent to .03%, .06%, and .03% of average net assets,
respectively.
++ Includes expenses offsets equivalent to .02% of average net assets.
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 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 (with respect to the Class A
shares of the Fund only) pursuant to the Fund's plan adopted under Rule 12b-1
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 same Class 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
<PAGE>
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 the Connecticut tax on the Connecticut taxable income of
individuals, trusts, and estates (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
4
<PAGE>
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 Rating Services, a division of The McGraw-Hill
Companies ("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
5
<PAGE>
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. The Fund intends, however, 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 securities. The
6
<PAGE>
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
five fiscal years ended June 30, 1996, 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, 1997
investment manager, advisor or supervisor with respect to assets aggregating in
excess of $9.2 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 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. New England Investment Companies,
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Inc. ("NEIC"), a Massachusetts corporation, serves as the sole general partner
of NEICLP. Reich & Tang Asset Management L.P. succeeded NEICLP as the Manager of
the Fund.
On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company (MetLife") merged, with
MetLife being the continuing company. The Manager remains an indirect
wholly-owned subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its
sole general partner, is now an indirect subsidiary of MetLife. Also, MetLife
New England Holdings, Inc., a wholly-owned subsidiary of MetLife, owns 51% of
the outstanding limited partnership interest of NEICLP and may be deemed a
"controlling person" of the Manager. Reich & Tang, Inc. owns approximately 16%
of the outstanding partnership units of NEICLP.
MetLife is a mutual life insurance company with assets of $142.2 billion at
March 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which exceeded $1.2 trillion at March 31, 1996 for MetLife and its
insurance affiliates. MetLife and its affiliates provide insurance or other
financial services to approximately 36 million people worldwide.
NEIC is a holding company offering a broad array of investment styles across a
wide range of asset categories through twelve subsidiaries, divisions and
affiliates offering a wide array of investment styles and products to
institutional clients. Its business units include AEW Capital Management, L.P.,
Back Bay Advisors, L.P., Graystone Partners, L.P., Harris Associates, L.P.,
Jurika & Voyles, L.P., Loomis, Sayles & Co., L.P., MC Management, L.P., New
England Fund, L.P., New England Funds Management, L.P., Reich & Tang Asset
Management L.P., Vaughan-Nelson, Scarborough & McConnell L.P. and Westpeak
Investment Advisors, L.P. These affiliates in the aggregate are investment
advisors or managers to 43 other registered investment companies.
The merger between The New England and MetLife resulted in an "assignment" of
the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On
November 28, 1995, the Board of Directors, including a majority of the directors
who are not interested persons (as defined in the 1940 Act) of the Fund or the
Manager, approved a Investment Management Contract effective August 30, 1996,
which has a term which extends to January 31, 1998 and may be continued in force
thereafter for 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
shareholders of the Fund on July 22, 1996 and contains the same terms and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment Management Contract with the Manager, except as to
the date of execution and termination.
The merger and the change in control of the Manager is not expected to have any
impact upon the Manager's performance of its responsibilities and obligations
under the Investment Management Contract.
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.
8
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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. Generally, all shares will be
voted in the aggregate, except if voting by class is required by law or the
matter involved affects only one class, in which case shares will be voted
separately by class. 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,
1997, 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 Fund is subdivided into two classes of stock, Class A and Class B. Each
share, regardless of class, will represent an interest in the same portfolio of
investments and will have identical voting, dividend, liquidation and other
rights, preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions, except that: (i) the Class A and Class B
shares will have different class designations; (ii) only the Class A shares will
be assessed a service fee pursuant to the Rule 12b-1 Distribution and Service
Plan of the Fund of .20% of the Fund's average daily net assets; (iii) only the
holders of the Class A shares will be entitled to vote on matters pertaining to
the Plan and any related agreements in accordance with provisions of Rule 12b-1;
and (iv) the exchange privilege will permit
9
<PAGE>
shareholders to exchange their shares only for shares of the same class of an
Exchange Fund. Payments that are made under the Plan will be calculated and
charged daily to the appropriate class prior to determining daily net asset
value per share and dividends/distributions.
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 of the same class of shares immediately upon payment
thereof unless a shareholder has elected by written notice to the Fund to
receive either of such distributions in cash.
The Class A shares will bear a service fee under the Plan. As a result, the net
income of and the dividends payable to the Class A shares will be lower than the
net income of and dividends payable to the Class B shares of the Fund. Dividends
paid to each Class of shares of the Fund will, however, be declared and paid on
the same days at the same times and, except as noted with respect to the service
fees payable under the Plan, will be determined in the same manner and paid in
the same amounts.
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. Certain Participating
Organizations are compensated by the Distributor from its shareholder servicing
fee and by the Manager from its management fee for the performance of these
services. An investor who purchases shares through a Participating Organization
that receives payment from the Manager or the Distributor will become a Class A
shareholder. (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 as Class B
shareholders and not receive the benefit of the servicing functions performed by
a Participating Organization. Class B shares may also be offered to investors
who purchase their shares through Participating Organizations who do not receive
compensation from the Distributor or the Manager because they may not be legally
permitted to receive such as fiduciaries. The Manager pays the expenses incurred
in the distribution of Class B shares. Participating Organizations whose clients
become Class B shareholders will not receive compensation from the Manager or
Distributor for the servicing they may provide to their clients. (See "Direct
Purchase and Redemption Procedures" herein.) With respect to both classes of
shares, 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
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<PAGE>
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.
Shares will be issued as of the first determination of the Fund's net asset
value per share for each class 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 on 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
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<PAGE>
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
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.
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<PAGE>
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 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 #
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.
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<PAGE>
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, 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 of each
class 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 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,
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<PAGE>
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.
Checks
By making the appropriate election on their subscription form, shareholders may
request a supply of checks which may be used to effect redemptions from the
class of shares in the Fund in which they invest. 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
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<PAGE>
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
212-830-5220; 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 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 class of
shares in the Fund for shares of the same class 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. If only
one class of shares is available in a particular exchange fund, the shareholder
of the Fund is entitled to exchange their shares for the shares available in
that exchange 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. Each class of shares is 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 the
same class of shares of 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:
16
<PAGE>
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 generally made by the Fund on the 23rd day of
each month. Whenever such 23rd day of a month is not a Fund 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 Rule 12b-1. The Fund's Board of Directors has adopted a
distribution and service plan (the "Plan") and, pursuant to the Plan, the Fund
and Reich & Tang Distributors L.P. (the "Distributor") have entered into a
Distribution Agreement and a Shareholder Servicing Agreement (with respect to
Class A shares of the Fund only).
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.
Under the Shareholder Servicing Agreement, the Distributor receives from the
Fund, with respect only to the Class A shares, a service fee equal to .20% per
annum of the Class A shares' average daily net assets (the "Shareholder
Servicing Fee") for providing personal shareholders services and for the
maintenance of shareholder accounts. The fee is accrued daily and paid monthly
and any portion of the fee may be deemed to be used by the Distributor for
payments to Participating Organizations with respect to their provision of such
services to their clients or customers who are shareholders of the Class A
shares of the Fund. The Class B shareholders will not receive the benefit of
such services from Participating Organizations and, therefore, will not be
assessed a Shareholder Servicing Fee.
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
17
<PAGE>
Shareholder Servicing Agreement with respect to Class A shares, 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 Class A shares of the Fund; (ii) to
compensate certain Participating Organizations for providing assistance in
distributing the Class A shares of the Fund; 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 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 or the Shareholder Servicing Agreement in effect for that
year.
For the fiscal year ended January 31, 1997, the total amount spent pursuant to
the Plan was .41% 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 Distributor, pursuant
to the Shareholder Servicing Agreement and an amount representing .21% of the
average daily net assets was paid by the Manager (which may be deemed an
indirect payment by the Fund). Of the total amount paid by the Manager, $430,874
was utilized for broker assistance payments, $6,281 for compensation to sales
personnel, $1,515 for travel and expenses, $46,455 for Prospectus printing, and
$122 on miscellaneous expenses.
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. 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
18
<PAGE>
August 7, 1986 will constitute an item of tax preference subject to the
individual alternative minimum tax. 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. Although the Fund intends to maintain a $1.00 per
share net asset value, a shareholder may realize a taxable gain or loss upon the
disposition of shares.
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 dividends paid by the Fund, including 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
19
<PAGE>
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 each Class 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. The net asset value of a Class is computed by dividing the value of the
Fund's net assets for such Class (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 for such
Class.
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.
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.
20
<PAGE>
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.
21
<PAGE>
TABLE OF CONTENTS
Table of Fees and Expenses..........................2
Financial Highlights................................3
Introduction........................................4
Investment Objectives,
Policies and Risks.............................5 CONNECTICUT
Connecticut Risk Factors............................8 DAILY TAX
Management of the Fund..............................8 FREE INCOME
Description of Common Stock.........................10 FUND, INC.
Dividends and Distributions.........................11
How to Purchase and Redeem Shares...................11
Investments Through
Participating Organizations.....................13
Direct Purchase and
Redemption Procedures...........................14 PROSPECTUS
Initial Purchases of Shares.....................14 JUNE 2, 1997
Electronic Funds Transfers (EFT)
Pre-authorized Credit and Direct
Deposit Privilege............................15
Subsequent Purchases of Shares..................15
Redemption of Shares............................15
Exchange Privilege..............................17
Specified Amount Automatic
Withdrawal Plan...............................18
Distribution and Service Plan......................18
Federal Income Taxes...............................19
Connecticut Income Taxes...........................20
General Information................................21
Net Asset Value....................................21
Custodian and Transfer Agent.......................21
<PAGE>
- --------------------------------------------------------------------------------
EVERGREEN SHARES OF
CONNECTICUT
DAILY TAX FREE
INCOME FUND, INC. [GRAPHIC OMITTED]
================================================================================
PROSPECTUS
June 2, 1997
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. The Fund offers
two classes of shares to the general public, however only Class A shares are
offered by this Prospectus ("the Evergreen Shares"). The Class A shares of the
Fund are subject to a service fee pursuant to the Fund's Rule 12b-1 Distribution
and Service Plan and are sold through financial intermediaries who provide
servicing to Class A shareholders for which they receive compensation from the
Manager and the Distributor. The Class B shares of the Fund are not subject to a
service fee and either are sold directly to the public or are sold through
financial intermediaries that do not receive compensation from the Manager or
the Distributor. In all other respects, the Class A and Class B shares represent
the same interest in the income and assets of the Fund. The Fund is concentrated
in the securities issued by Connecticut or entities within Connecticut and the
Fund may invest a significant percentage of its assets in a single issuer.
Therefore an investment in the Fund may be riskier than an investment in other
types of money market funds.
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 Keystone
Distributor, Inc. ("EKD") has entered into agreements for this purpose or
directly from EKD. 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 EKD. 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 OF CONTENTS
TABLE OF FEES AND EXPENSES 3
FINANCIAL HIGHLIGHTS 4
INTRODUCTION 5
INVESTMENT OBJECTIVES,
POLICIES AND RISKS 5
CONNECTICUT RISK FACTORS 8
MANAGEMENT OF THE FUND 8
DESCRIPTION OF COMMON STOCK 9
DIVIDENDS AND DISTRIBUTIONS 10
HOW TO PURCHASE AND REDEEM SHARES 10
How to Buy Shares 10
How to Redeem Shares 10
SHAREHOLDER SERVICES 12
Effect of Banking Laws 13
DISTRIBUTION AND SERVICE PLAN 13
FEDERAL INCOME TAXES 14
CONNECTICUT INCOME TAXES 15
GENERAL INFORMATION 15
NET ASSET VALUE 16
CUSTODIAN AND TRANSFER AGENT 16
2
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TABLE OF FEES AND EXPENSES
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(as a percentage of average net assets)
<S> <C> <C>
Class A Class B
Management Fees .30% .30%
12b-1 Fees .20% --
Other Expenses .41% .40%
Administration Fees .21% .21%
Total Fund Operating Expenses .91% .70%
</TABLE>
<TABLE>
<CAPTION>
<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)
Class A $9 $29 $50 $112
Class B $7 $22 $39 $87
</TABLE>
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 outstanding shares of the Fund
were reclassified into Class A shares and Class B shares on October 10, 1996.
THE FIGURES REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN ABOVE.
3
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights of Connecticut Daily Tax Free Income Fund,
Inc. have been audited by McGladrey & Pullen, LLP, Independent Certified Public
Accountants, whose report thereon appears in the Statement of Additional
Information, which may be provided to shareholders upon request.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A Year Ended January 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Per Share Operating Performance:
(for a share outstanding throughout
the period)
Net asset value, beginning of period $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00$ $1.00
------ ------ ------ ----- ------ ----- ------- ------ ------ -----
Income from investment operations:
Net investment income....... 0.026 0.030 0.023 0.017 0.021 0.035 0.049 0.054 0.044 0.038
Less distributions:
Dividends from net investment income (0.026) (0.030)(0.023) (0.017) (0.021) (0.035) (0.049) (0.054) (0.044) (0.038)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Total Return.................. 2.59% 3.02% 2.29% 1.70% 2.12% 3.56% 5.01% 5.58% 4.53% 3.90%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $136,606 $105,826 $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638
Ratios to average net assets:
Expenses.................... 0.91%++ 0.91%+ 0.88% 0.87% 0.86%+ 0.79% 0.80% 0.78% 0.79% 0.76%+
Net investment income....... 2.56%++ 2.96%+ 2.25% 1.68% 2.14%+ 3.51% 4.92% 5.44% 4.44% 3.83%+
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
October 10, 1996
CLASS B (Commencement of Offering) to
January 31, 1997
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period............. $ 1.00
--------
Income from investment operations:
Net investment income.......................... 0.009
Less distributions:
Dividends from net investment income............ ( 0.009)
---------
Net asset value, end of period................... $ 1.00
========
Total Return..................................... 2.83%
Ratios/Supplemental Data
Net assets, end of period (000).................. $7,000
Ratios to average net assets:
Expenses....................................... 0.70%*++
Net investment income.......................... 2.80%*++
</TABLE>
* Annualized
+ Net of management, shareholder servicing and administration fees
waived equivalent to .03%, .06%, and .03% of average net assets,
respectively.
++ Includes expenses offsets equivalent to .02% of average net assets.
4
<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 (with respect to Class A shares
of the Fund only) pursuant to the Fund's plan adopted under Rule 12b-1 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 Class A 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."
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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 the Connecticut tax on the Connecticut taxable income
of individuals, trusts, and estates (the "Connecticut Personal Income Tax"), as
is believed to be consistent with
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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-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
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<PAGE>
several organizations that currently qualify as NRSROs, two examples of NRSROs
are Standard & Poor's Rating Services, a division of the McGraw-Hill Companies
("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. The Fund intends, however, 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 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
7
<PAGE>
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.
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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
five fiscal years ended June 30, 1996, 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, 1997
investment manager, adviser or supervisor with respect to assets aggregating in
excess of $9.2 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 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. New England Investment Companies,
Inc. ("NEIC"), a Massachusetts corporation, serves as the sole general partner
of NEICLP. Reich & Tang Asset Management L.P. succeeded NEICLP as the Manager of
the Fund.
On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company (MetLife") merged, with
MetLife being the continuing company. The Manager remains an indirect
wholly-owned subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its
sole general partner, is now an indirect subsidiary of MetLife. Also, MetLife
New England Holdings, Inc., a wholly-owned subsidiary of MetLife, owns 51% of
the outstanding limited partnership interest of NEICLP and may be deemed a
"controlling person" of the Manager. Reich & Tang, Inc. owns approximately 16%
of the outstanding partnership units of NEICLP.
MetLife is a mutual life insurance company with assets of $142.2 billion at
March 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which exceeded $1.2 trillion at March 31, 1996 for MetLife and its
insurance affiliates. MetLife and its affiliates provide insurance or other
financial services to approximately 36 million people worldwide.
NEIC is a holding company offering a broad array of investment styles
across a wide range of asset categories through twelve subsidiaries, divisions
and affiliates offering a wide array of investment styles and
8
<PAGE>
products to institutional clients. Its business units include AEW Capital
Management, L.P., Back Bay Advisors, L.P., Graystone Partners, L.P., Harris
Associates, L.P., Jurika & Voyles, L.P., Loomis, Sayles & Co., L.P., MC
Management, L.P., New England Fund, L.P., New England Funds Management, L.P.,
Reich & Tang Asset Management L.P., Vaughan-Nelson, Scarborough & McConnell L.P.
and Westpeak Investment Advisors, L.P. These affiliates in the aggregate are
investment advisors or managers to 43 other registered investment companies.
The merger between The New England and MetLife resulted in an "assignment"
of the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On
November 28, 1995, the Board of Directors, including a majority of the directors
who are not interested persons (as defined in the 1940 Act) of the Fund or the
Manager, approved a Investment Management Contract effective August 30, 1996,
which has a term which extends to January 31, 1998 and may be continued in force
thereafter for 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
shareholders of the Fund on July 22, 1996 and contains the same terms and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment Management Contract with the Manager, except as to
the date of execution and termination.
The merger and the change in control of the Manager is not expected to have
any impact upon the Manager's performance of its responsibilities and
obligations under the Investment Management Contract.
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).
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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. Generally, all
shares will be voted in the aggregate, except if voting by class is required by
law or the matter involved affects only one class, in which case shares will be
voted separately by class. 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
9
<PAGE>
"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,
1997, 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 Fund is subdivided into two classes of stock. Class A and Class B. Each
share, regardless of class, will represent an interest in the same portfolio of
investments and will have identical voting, dividend, liquidation and other
rights, preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions, except that: (i) the Class A and Class B
shares will have different class designations; (ii) only the Class A shares will
be assessed a service fee pursuant to the Rule 12b-1 Distribution and Service
Plan of the Fund of .20% of the Fund's average daily net assets; (iii) only the
holders of the Class A shares will be entitled to vote on matters pertaining to
the Plan and any related agreements in accordance with provisions of Rule 12b-1;
and (iv) the exchange privilege will permit shareholders to exchange their
shares only for shares of the same class of an Exchange Fund. Payments that are
made under the Plans will be calculated and charged daily to the appropriate
class prior to determining daily net asset value per share and
dividends/distributions.
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.
The Class A shares will bear the service fee under the Plan. As a result,
the net income of and the dividends payable to the Class A shares will be lower
than the net income of and dividends payable to the Class B shares of the Fund.
Dividends paid to each Class of shares of the Fund will, however, be declared
and paid on the same days at the same times and, except as noted with respect to
the service fees payable under the Plan, will be determined in the same manner
and paid in the same amounts.
- --------------------------------------------------------------------------------
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 EKD. The minimum initial
investment is $1,000 which may be waived in certain situations. There is no
minimum for subsequent investments. In states where EKD 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 Class A 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
10
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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 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.
11
<PAGE>
- -------------------------------------------------------------------------------
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
The Fund offers the following shareholder services. For more information
about these services or your account, contact EKD 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
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.
12
<PAGE>
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 redemption
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. It is the Fund
management's position, however, 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. This is an unsettled area of the law,
however, 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 Rule 12b-1. The Fund's Board of Directors has adopted a
distribution and service plan (the "Plan") and, pursuant to the Plan, the Fund
and Reich & Tang Distributors L.P. (the "Distributor") have entered into a
Distribution and a Shareholder Servicing Agreement with the Manager (with
respect to Class A shares only).
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.
Under the Shareholder Servicing Agreement, the Distributor receives from
the Fund with respect only to Class A shares a service fee equal to .20% per
annum of the Class A shares' 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 Class A shares
of the Fund. The Class B shareholders will not receive the benefit of such
services from participating organizations and, therefore will not be assessed a
shareholder servicing fee.
13
<PAGE>
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 with respect to Class A shares, 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 Class A shares 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 or the
Shareholder Servicing Agreement in effect for that year.
For the fiscal year ended January 31, 1997, the total amount spent pursuant
to the Plan for Class A shares was .41% 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 .21% of the average daily net assets was paid by the Manager (which
may be deemed an indirect payment by the Fund). Of the total amount paid by the
Manager, $430,874 was utilized for broker assistance payments, $6,281 for
compensation to sales personnel, $1,515 for travel and expenses, $46,455 for
Prospectus printing, and $122 on miscellaneous expenses.
- --------------------------------------------------------------------------------
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. 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. 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. Although the Fund
intends to maintain a $1.00 per share net asset value, a shareholder may realize
a taxable gain or loss upon the disposition of shares.
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
14
<PAGE>
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 dividends paid by the Fund, including 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
15
<PAGE>
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 each Class 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. The net asset value of a Class is computed by dividing the value of the
Fund's net assets for such Class (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 for such
Class.
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.
- -------------------------------------------------------------------------------
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 Evergreen 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.
16
<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 (REV02)6/97
<PAGE>
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
PROSPECTUS
VISTA SELECT SHARES OF CONNECTICUT DAILY TAX FREE INCOME FUND
================================================================================
June 2, 1997
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.
The Fund offers two classes of shares to the general public, however only Class
A shares are offered by this Prospectus. The Class A shares of the Fund are
subject to a service fee pursuant to the Fund's Rule 12b-1 Distribution and
Service Plan and are sold through financial intermediaries who provide servicing
to Class A shareholders for which they receive compensation from the Manager and
the Distributor. The Class B shares of the Fund are not subject to a service fee
and either are sold directly to the public or are sold through financial
intermediaries that do not receive compensation from the Manager or Distributor.
In all other respects, the Class A and Class B shares represent the same
interests in the income and assets of the Fund. No assurance can be given that
these objectives will be achieved. This Prospectus relates exclusively to the
Vista Select shares class of the Fund. The Fund is concentrated in the
securities issued by Connecticut or entities within Connecticut and the Fund may
invest a significant percentage of its assets in a single issuer, therefore an
investment in the Fund may be riskier than an investment in other types of money
market funds.
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
1-800-34-VISTA. 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 Fund Distributors,
Inc. ("VFD") has entered into agreements for this purpose, directly from VFD 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 VFD.
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 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 OF CONTENTS
--------------------------------------------------------
Table of Contents ........................................................2
Table of Fees and Expenses ...............................................3
Financial Highlights .....................................................4
Introduction .............................................................6
Investment Objectives, Policies and Risk .................................7
Connecticut Risk Factors ..................................................12
Management of The Fund ....................................................13
Description of Common Stock ...............................................15
Dividends and Distributions ...............................................17
How to Purchase and Redeem Shares .........................................17
Initial Purchase of Vista Select Shares ...............................19
Subsequent Purchases of Shares ........................................20
Redemption of Shares ..................................................20
Exchange Privilege ....................................................23
Specified Amount Automatic Withdrawal Plan ............................24
Investments Through Participating Organizations .......................24
Distribution and Service Plan .............................................25
Federal Income Taxes ......................................................27
Connecticut Income Taxes ..................................................29
General Information .......................................................29
Net Asset Value ...........................................................30
Custodian, Transfer Agent and Dividend Agent ..............................31
- -----------------------------------------------------------------------------
2
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
TABLE OF FEES AND EXPENSES
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(as a percentage of average net assets)
<S> <C> <C>
Class A Class B
Management Fees .30% .30%
12b-1 Fees .20% --
Other Expenses .41% .40%
Administration Fees .21% .21%
Total Fund Operating Expenses .91% .70%
</TABLE>
<TABLE>
<CAPTION>
<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)
Class A $9 $29 $50 $112
Class B $7 $22 $39 $87
</TABLE>
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 outstanding shares of the Fund
were reclassified into Class A shares and Class B shares on October 10, 1996.
THE FIGURES REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN ABOVE.
3
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights of Connecticut Daily Tax Free Income Fund,
Inc. have been audited by McGladrey & Pullen, LLP, Independent Certified Public
Accountants, whose report thereon appears in the Statement of Additional
Information, which may be provided to shareholders upon request.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A Year Ended January 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Per Share Operating Performance:
(for a share outstanding throughout
the period)
Net asset value, beginning of period $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00$ $1.00
------ ------ ------ ----- ------ ----- ------- ------ ------ -----
Income from investment operations:
Net investment income....... 0.026 0.030 0.023 0.017 0.021 0.035 0.049 0.054 0.044 0.038
Less distributions:
Dividends from net investment income (0.026) (0.030)(0.023) (0.017) (0.021) (0.035) (0.049) (0.054) (0.044) (0.038)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Total Return.................. 2.59% 3.02% 2.29% 1.70% 2.12% 3.56% 5.01% 5.58% 4.53% 3.90%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $136,606 $105,826 $81,801 $120,551 $129,297 $185,339 $178,335 $228,167 $245,529 $241,638
Ratios to average net assets:
Expenses.................... .91%++ .91%+ 0.88% 0.87% 0.86%+ 0.79% 0.80% 0.78% 0.79% 0.76%+
Net investment income....... 2.56%++ 2.96%+ 2.25% 1.68% 2.14%+ 3.51% 4.92% 5.44% 4.44% 3.83%+
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
October 10, 1996
CLASS B (Commencement of Offering) to
January 31, 1997
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period............. $ 1.00
--------
Income from investment operations:
Net investment income.......................... 0.009
Less distributions:
Dividends from net investment income............ ( 0.009)
---------
Net asset value, end of period................... $ 1.00
========
Total Return..................................... 2.83%
Ratios/Supplemental Data
Net assets, end of period (000).................. $7,000
Ratios to average net assets:
Expenses....................................... 0.70%*++
Net investment income.......................... 2.80%*++
</TABLE>
* Annualized
+ Net of management, shareholder servicing and administration fees
waived equivalent to .03%, .06%, and .03% of average net assets,
respectively.
++ Includes expenses offsets equivalent to .02% of average net assets.
5
<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 (with respect to Class A shares
of the Fund only) pursuant to the Fund's plan adopted under Rule 12b-1 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
6
<PAGE>
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 Class A 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.
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 VFD, through dealers with whom VFD 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 RISK
- --------------------------------
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,
7
<PAGE>
exempt from Federal income taxes and, to the extent possible from the
Connecticut tax on the Connecticut taxable income of individuals, trusts, and
estates (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 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
8
<PAGE>
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
9
<PAGE>
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 Rating Services, a division
of the McGraw-Hill Companies ("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
10
<PAGE>
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. The Fund intends, however, 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
11
<PAGE>
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
five fiscal years ended June 30, 1996, 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.
12
<PAGE>
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, 1997
investment manager, adviser or supervisor with respect to assets aggregating in
excess of $9.2 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 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. New England Investment Companies, Inc.
("NEIC"), a Massachusetts corporation, serves as the sole general partner of
NEICLP. Reich & Tang Asset Management L.P. succeeded NEICLP as the Manager
of the Fund.
On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company (MetLife") merged, with
MetLife being the continuing company. The Manager remains an indirect
wholly-owned subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its
sole general partner, is now an indirect subsidiary of MetLife. Also, MetLife
New England Holdings, Inc., a wholly-owned subsidiary of MetLife, owns 51% of
the outstanding limited partnership interest of NEICLP and may be deemed a
"controlling person" of the Manager. Reich & Tang, Inc. owns approximately 16%
of the outstanding partnership units of NEICLP.
MetLife is a mutual life insurance company with assets of $142.2 billion at
March 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which exceeded $1.2 trillion
13
<PAGE>
at March 31, 1996 for MetLife and its insurance affiliates. MetLife and its
affiliates provide insurance or other financial services to approximately 36
million people worldwide.
NEIC is a holding company offering a broad array of investment styles across a
wide range of asset categories through twelve subsidiaries, divisions and
affiliates offering a wide array of investment styles and products to
institutional clients. Its business units include AEW Capital Management, L.P.,
Back Bay Advisors, L.P., Graystone Partners, L.P., Harris Associates, L.P.,
Jurika & Voyles, L.P., Loomis, Sayles & Co., L.P., MC Management, L.P., New
England Fund, L.P., New England Funds Management, L.P., Reich & Tang Asset
Management L.P., Vaughan-Nelson, Scarborough & McConnell L.P. and Westpeak
Investment Advisors, L.P. These affiliates in the aggregate are investment
advisors or managers to 43 other registered investment companies.
The merger between The New England and MetLife resulted in an "assignment" of
the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On
November 28, 1995, the Board of Directors, including a majority of the directors
who are not interested persons (as defined in the 1940 Act) of the Fund or the
Manager, approved a Investment Management Contract effective August 30, 1996,
which has a term which extends to January 31, 1998 and may be continued in force
thereafter for 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
shareholders of the Fund on July 22, 1996 and contains the same terms and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment Management Contract with the Manager, except as to
the date of execution and termination.
The merger and the change in control of the Manager is not expected to have any
impact upon the Manager's performance of its responsibilities and obligations
under the Investment Management Contract.
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
14
<PAGE>
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 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. Generally all shares will be voted
in the aggregate except if voting by class is required by law or the matter
involved affects only one class, in which case shares will be voted separately
by class. 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
15
<PAGE>
money market fund product for investors who purchase shares directly from VFD,
through dealers with whom VFD 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,
1997, 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 Fund is subdivided into two classes of stock. Class A and Class B. Each
share, regardless of class, will represent an interest in the same portfolio of
investments and will have identical voting, dividend, liquidation and other
rights, preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions, except that: (i) the Class A and Class B
shares will have different class designations; (ii) only the Class A shares will
be assessed a service fee pursuant to the Rule 12b-1 Distribution and Service
Plan of the Fund of .20% of the Fund's average daily net assets; (iii) only the
holders of the Class A shares will be entitled to vote on matters pertaining to
the Plan and any related agreements in accordance with provisions of Rule 12b-1;
and (iv) the exchange privilege will permit shareholders to exchange their
shares only for shares of the same class of an Exchange Fund. Payments that are
made under the Plan will be calculated and charged daily to the appropriate
class prior to determining daily net asset value per share and
dividends/distributions.
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.
16
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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 of the same Class of shares immediately upon payment
thereof unless a shareholder has elected by written notice to the Fund to
receive either of such distributions in cash. The Class A shares will bear a
service fee under the Plan. As a result, the net income of and the dividends
payable to the Class A shares will be lower than the net income of and dividends
payable to the Class B shares of the Fund. Dividends paid to each Class of
shares of the Fund will, however, be declared and paid on the same days at the
same times and, except as noted with respect to the service fees payable under
the Plan, will be determined in the same manner and paid in the same amounts.
HOW TO PURCHASE AND
REDEEM SHARES
- ---------------------
Investors may invest in Vista Select shares through VFD or through dealers with
whom VFD 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.) Only Class A shares are offered
through this Prospectus. Certain Participating Organizations are compensated by
the Distributor from its shareholder servicing fee and by the Manager from its
management fee for the performance of these services. An investor who purchases
shares through a Participating Organization that receives payment from the
Manager or the Distributor will become a Class A shareholder. 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 as Class B shareholders and not receive the
benefit of the servicing functions performed by a Participating Organization.
Class B shares may also be offered to investors who purchase their shares
through Participating Organizations who do not receive compensation from the
Distributor or the Manager because they may not be legally permitted to receive
such as fiduciaries. The Manager pays the expenses incurred in the distribution
of Class B shares. Participating Organizations whose clients
17
<PAGE>
become Class B shareholders will not receive compensation from the Manager or
Distributor for the servicing they may provide to their clients. 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. 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,
VFD, and from dealers with whom VFD 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 for each Class 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. Certificates for Fund shares will not be issued to an investor.
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
18
<PAGE>
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 on 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. 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. To purchase shares of the Vista Select Shares, investors may send a check
made payable to "Vista Select Shares of 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
19
<PAGE>
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
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.
Subsequent Purchases of Shares. Subsequent purchases can be made by bank wire
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 order form on file with the Fund is still applicable, a
shareholder may re-open 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 of each
Class 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
20
<PAGE>
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 their 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 from the Class of shares in the Fund in which they invest. The
checks, which will be issued in the shareholder's name, are drawn on a special
account maintained by the Fund with the Fund's 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 until the
check has cleared, 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
21
<PAGE>
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 governing checking accounts. 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. 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. 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, a check deemed not negotiable because
it has been held longer than six months, an unsigned check and a post-dated
check. The Fund reserves the right to terminate or modify the check redemption
procedure at any time or impose additional fees following notification to the
Fund's shareholders.
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 or to impose additional fees
following notification to the Funds shareholders.
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
22
<PAGE>
telephone redemptions based upon unauthorized or fraudulent instructions.
A shareholder making a telephone withdrawal should call the Fund at
1-800-34-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 100% U.S. Treasury Securities Money Market Fund, the Vista Treasury Plus
Money Market Fund, the Vista Federal Money Market Fund, the Vista Prime Money
Market Fund, the Vista Cash Management 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 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
23
<PAGE>
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
24
<PAGE>
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 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. Its the Fund management's position,
however, 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. This is an unsettled area of the law, however, 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
25
<PAGE>
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 Rule 12b-1. The Fund's Board of Directors
has adopted a distribution and service plan (the "Plan") and, pursuant to the
Plan, the Fund and Reich & Tang Distributors L.P. (the "Distributor") have
entered into a Distribution Agreement and a Shareholder Servicing Agreement
(with respect to Class A shares of the Fund only).
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.
Under the Shareholder Servicing Agreement, the Distributor receives from the
Fund with respect to Class A shares only, a service fee equal to .20% per annum
of the Class A shares' average daily net assets (the "Shareholder Servicing
Fee") for providing personal shareholders services and for maintenance of
shareholder accounts. 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 their provision of such services to their clients or customers who
are shareholders of the Class A shares of the Fund. The Class B shareholders
will not receive the benefit of such services from Participating Organizations
and, therefore, will not be assessed a Shareholder Servicing Fee.
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 (with respect to Class A shares only), 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) 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
26
<PAGE>
of the Class A shares of the Fund; (ii) to compensate certain Participating
Organizations for providing assistance in distributing the Class A shares of the
Fund; 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 Class A shares of the Fund. 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 the
Distributor for any fiscal year under the Investment Management Contract or the
Shareholder Servicing Agreement or the Administrative Services Contract in
effect for that year.
For the fiscal year ended January 31, 1997, the total amount spent pursuant to
the Plan for Class A shares was .41% 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 .21% of the average daily net assets was paid by the Manager (which
may be deemed an indirect payment by the Fund). Of the total amount paid by the
Manager, $430,874 was utilized for broker assistance payments, $6,281 for
compensation to sales personnel, $1,515 for travel and expenses, $46,455 for
Prospectus printing, and $122 on miscellaneous expenses.
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
27
<PAGE>
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. 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 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. 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 their adjusted current earnings (including generally, tax-exempt interest)
exceeds their 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. Although the
Fund intends to maintain a $1.00 per share net asset value, a shareholder may
realize a taxable gain or loss upon the disposition of shares.
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
28
<PAGE>
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 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 dividends paid by the Fund, including 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-
29
<PAGE>
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 each Class 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. The net asset value of a Class is computed by dividing the value of the
Fund's net assets for each Class (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 for such
Class.
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
30
<PAGE>
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.
CUSTODIAN TRANSFER AGENT
AND DIVIDEND AGENT
- ---------------------------
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105 is custodian for the Fund's cash and securities. DST Systems, Inc., 127
West 10th Street, Kansas City, Missouri 64105, is the transfer agent and
dividend agent for the Vista Select shares of the Fund. The Fund's custodian and
transfer agents do not assist in, and are not responsible for, investment
decisions involving assets of the Fund.
31
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32
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[GRAPHIC OMITTED]
P.O. Box 419392
Kansas City, Missouri 64141-6392
VSNJ-1-397
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT 600 FIFTH AVENUE, NEW YORK, NY 10020
DAILY TAX FREE (212) 830-5220
INCOME FUND, INC.
================================================================================
STATEMENT OF ADDITIONAL INFORMATION
June 2, 1997
Relating to Connecticut Daily Tax Free Income Fund, Inc.,
Evergreen Shares of Connecticut Daily Tax Free Income Fund, Inc., and the
Vista Select Shares of Connecticut Daily Tax Free Income, Inc.
Prospectuses dated June 2 , 1997
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., Evergreen Shares of Connecticut
Daily Tax Free Income Fund, Inc. and Vista Select Shares of Connecticut Daily
Tax Free Income Fund, Inc. (collectively, the "Funds"), dated June 2, 1997 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............................13
Policies and Risks..................2 Expense Limitation................14
Description of Municipal Obligations..3 Management of the Fund.............15
Variable Rate Demand Instruments.... Compensation Table.................16
and Participation Certificates....5 Counsel and Auditors...............17
When-Issued Securities..............7 Distribution and Service Plan......17
Stand-by Commitments................7 Description of Common Stock........17
Taxable Securities....................8 Federal Income Taxes...............19
Repurchase Agreements...............8 Connecticut Income Taxes...........20
Connecticut Risk Factors..............8 Custodian and Transfer Agent.......21
Investment Restrictions..............10 Description of Ratings.............22
Portfolio Transactions...............11 Taxable Equivalent Yield Table.....23
How to Purchase and Redeem Shares....12 Independent Auditors Report........25
Net Asset Value......................12 Financial Statements...............26
Yield Quotations.....................12
<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 the
Connecticut tax on the Connecticut taxable income of individuals, trusts and
estates (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
having been 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 subdivision 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 for each class. 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 NRSROs a rating with respect to comparable short-term debt in the
two highest short-term rating categories: and (iii) unrated Municipal
2
<PAGE>
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 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 Rating Services,
a division of the McGraw-Hill 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 "Federal Income Taxes" herein.) IRBs are, in most cases,
revenue bonds and do not generally constitute the pledge of the
3
<PAGE>
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 a 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
see 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 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
* 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>
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 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.
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.
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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 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.
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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.
In 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 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.
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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 36.5% by 1995. Although the loss of manufacturing jobs was
partially offset by a 69.7% 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 1995, 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 5.0% in 1996.
Average per capita personal income of Connecticut residents increase in every
year form 1985 to 1995, rising from $18,268 to $31,776. 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 five
fiscal years ended June 30, 1996, the General Fund ran operating surpluses of
approximately $110,200,000, $113,500,000, $19,700,000, $80,5000,000 and
$250,000,000, 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 $9,200,000,000 for the 1996-1997
fiscal year.
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 generated by the income tax and the sales
and use tax. However, the State's budgeted expenditures have almost doubled from
approximately $4,300,000,000 for the 1986-1987 fiscal year to approximately
$9,200,000,000 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 $196,555,000 were outstanding as of May 1,
1997. 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 1995-1996 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 May 1, 1997, the State had authorized general
obligation bonds totaling $10,813,448,000, of which $9,673,240,000 had been
approved for issuance by the State Bond commission, $8,797,072,000 had been
issued, and $6,384,716,267 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 October 15, 1996, the amount of
bonds outstanding on which the State has limited or contingent liability totaled
$3,985,400,000.
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
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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 October 15, 1996, the General Assembly had authorized $4,157,900,000 of
such STO bonds, of which $3,594,700,000 new money borrowings 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, S&P reduced its ratings of the State's general obligation
bonds from "AA+" to "AA", and on April 9, 1990, Moody's reduced its ratings from
"Aa1" to "Aa". On September 13, 1991, S&P 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".
The State, its officers and its employees are defendants in numerous lawsuits.
Although it is not possible to determine the outcome of these lawsuits, the
Attorney General has opined that an adverse decision in any of the following
cases might have a significant impact on the State's financial position: (i) a
class action by the Connecticut Criminal Defense Lawyers Association claiming a
campaign of illegal surveillance activity and seeking damages and injunctive
relief; (ii) an action on behalf of all persons with traumatic brain injury,
claiming that their constitutional rights are violated by placement in State
hospitals alleged not to provide adequate treatment and training, and seeking
placement in community residential settings with appropriate support services;
and (iii) litigation involving claims by Indian tribes to a portion of the
State's land area.
As a result of litigation on behalf of black and Hispanic school children in the
City of Hartford seeking "integrated education" within the Greater Hartford
metropolitan area, on July 9, 1996, the State Supreme Court directed the
legislature to develop appropriate measures to remedy the racial and ethnic
segregation in the Hartford public schools. The fiscal impact of this decision
might be significant but is not determinable at this time.
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, but 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.
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(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.
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
11
<PAGE>
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 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 of each class in
the respective Prospectus is herein incorporated by reference.
NET ASSET VALUE
The Fund does not determine net asset value per share of each class 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. The net asset value of a class 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 for such class.
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 of each class. 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 of each
class. 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
12
<PAGE>
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 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 Class A shares yield for the seven day period ended April 30, 1997
was 3.15% which is equivalent to an effective yield of 3.19%. The Fund's Class B
shares commenced operation on October 10, 1996. The Fund's Class B shares yield
for the seven day period ended April 30, 1997 was 3.34% which is equivalent to
an effective yield of 3.40%.
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, 1997
investment manager, advisor, or supervisor with respect to assets aggregating in
excess of $9.2 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 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.
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.
On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England) and Metropolitan Life Insurance Company ("MetLife") merged, with
MetLife being the continuing company. The Manager remains a wholly-owned
subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its sole general
partner, is now an indirect subsidiary of MetLife. Also, MetLife New England
Holdings, Inc., a wholly-owned subsidiary of MetLife, owns 51% of the
outstanding limited partnership interest of NEICLP and may be deemed a
"controlling person" of the Manager. Reich & Tang, Inc. owns approximately 16%
of the outstanding partnership units of NEICLP.
MetLife is a mutual life insurance company with assets of $142.2 billion at
March 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which exceeded $1.2 trillion at March 31, 1996 for MetLife and its
insurance affiliates. MetLife and its affiliates provide insurance or other
financial services to approximately 36 million people worldwide.
NEIC is a holding company offering a broad array of investment styles across a
wide range of asset categories through twelve subsidiaries, divisions and
affiliates. Its business units include AEW Capital Management, L.P., Back Bay
Advisors, L.P., Graystone Partners, L.P., Harris Associates, L.P., Jurika &
Voyles, L.P., Loomis, Sayles & Co., L.P., MC Management, L.P., New England
Funds, L.P., New England Funds Management, L.P., Reich & Tang Asset Management
L.P., Vaughan-Nelson, Scarborough & McConnell, L.P. and Westpeak Investment
Advisors, L.P. These affiliates in the aggregate are investment advisors or
managers to 43 other registered investment companies.
13
<PAGE>
The merger between The New England and MetLife resulted in an "assignment" of
the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On
November 28, 1995, the Board of Directors, including a majority of the directors
who are not interested persons (as defined in the 1940 Act) of the Fund or the
Manager, approved a new Investment Management Contract effective August 30,
1996, which has a term which extends to January 31, 1998, and may be continued
in force thereafter for 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
shareholders of the Fund on July 22, 1996, and contains the same terms and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment Management Contract with the Manager, except as to
the date of execution and termination.
The merger and the change in control of the Manager is not expected to have any
impact upon the Manager's performance of its responsibilities and obligations
under the Investment Management Contract.
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 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% 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, 1995,
1996 and 1997, the Manager received fees of $239,914, $278,564 and $360,874
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.)
Investment management fees and operating expenses which are attributable to both
Classes of the Fund will be allocated daily to each Class based on the
percentage of outstanding shares at the end of the day. Additional shareholder
services provided by Participating Organizations to Class A shareholders
pursuant to the Plan shall be compensated by the Distributor from its
shareholder servicing fee, the Manager from its management fee and the Fund
itself. Expenses incurred in the distribution of Class B shares and the
Servicing of Class B shares shall be paid by the Manager.
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, 1997, the Manager received under the
Administrative Services Contract a fee of $252,612.
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
14
<PAGE>
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. As a result of the recent passage of the National
Securities Markets Improvement Act of 1996, all state expense limitations have
been eliminated at this time.
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, 43 - 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.,Cortland Trust, 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 a Trustee of Florida Daily Municipal Income Fund, Institutional
Daily Income Fund and Pennsylvania Daily Municipal Income Fund, 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, 66 - 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 AEW Commercial
Mortgage Securities Fund, Inc., 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, 55 - 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 AEW Commercial Mortgage Securities Fund, Inc., 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, 58 - 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 AEW Commercial Mortgage Securities Fund, Inc.,
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, 46 - 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, Reich & Tang Equity Fund, Inc., Tax
Exempt Proceeds Fund, Inc. and Short Term Income Fund, Inc.
15
<PAGE>
Lesley M. Jones, 48 - 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.
Dana E. Messina, 40 - 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., Short Term Income Fund, Inc. and Tax
Exempt Proceeds Fund, Inc.
Bernadette N. Finn, 49 - 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 AEW Commercial Mortgage Securities
Fund, Inc., California Daily Tax Free Income Fund, Inc., Cortland Trust, 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, 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, 40 - 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. He is also Treasurer of
AEW Commercial Mortgage Securities Fund, Inc., 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.,
Tax Exempt Proceeds Fund, Inc. and Short Term Income Fund, Inc. and 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, 1997, 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)
Name of Aggregate Pension or Estimated Annual Total Compensation
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, $5,000.00 0 0 $51,875 (14 Funds)
Director
Robert $5,000.00 0 0 $51,875 (14 Funds)
Straniere,
Director
Dr.Yung Wong, $5,000.00 0 0 $51,875 (14 Funds)
Director
* The total compensation paid to such persons by the Fund and Fund Complex for
the fiscal year ending January 31, 1997 (and, with respect to certain of the
funds in the Fund Complex, estimated to be paid during the fiscal year ending
January 31, 1997). 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>
16
<PAGE>
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.
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 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 Rule 12b-1. 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 respect to Class A shares only) 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.
Effective October 3, 1996, a majority of the Fund's Board of Directors,
including independent directors, approved the creation of a second class of
shares of the Fund's outstanding common stock. In furtherance of this action,
the Board of Directors has reclassified the common stock of the Fund into Class
A and Class B shares. The Class A shares will be offered to investors who desire
certain additional shareholder services from Participating Organizations that
are compensated by the Fund's Manager and Distributor for such services.
For its services under the Shareholder Servicing Agreement (with respect to
Class A shares), the Distributor receives from the Fund a fee equal to .20% per
annum of the Fund's average daily net assets of Class A shares (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 only the Fund's Class A shares and for payments to Participating
Organizations with respect to servicing their clients or customers who are Class
A shareholders of the Fund. The Class B shareholders will not receive the
benefit of such services from Participating Organizations and, therefore, will
not be assessed a Shareholder Servicing Fee.
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 with respect to Class A shares only 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 Class A shares of the Fund; (ii) to
compensate certain Participating Organizations for providing assistance in
distributing the Fund's Class A 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 with respect to Class A shares
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.
The following applies only to Class A shares of the Fund. For the Fund's fiscal
year ended January 31, 1997, the amount payable to the Distributor under the
Distribution and Service Plan and Shareholder Servicing Agreement adopted
thereunder
17
<PAGE>
pursuant to the Rule under the 1940 Act, totaled $240,579., none of which was
waived. During this same period the Manager and Distributor made payments under
the Plan totaling $485,247, of which $430,874 was paid to or on behalf of
Participating Organizations. The excess of such payments over the total payments
the Distributor received from the Fund represents distribution expenses funded
by the Manager and Distributor from their own resources including the Management
Fee.
The Board of Directors, including a majority of the non-interested directors as
defined in the 1940 Act, initially approved the Plan on April 29, 1985 and most
recently approved the Plan on January 24, 1997 to continue in effect until
January 31, 1998. The Plan provides that it may continue in effect for
successive annual periods provided it is approved by the shareholders or by the
Board of Directors, including a majority of directors who are not interested
persons of the Fund and who have no direct or indirect interest in the operation
of the Plan or in the agreements related to the Plan. The Plan further provides
that it may not be amended to increase materially the costs which may be spent
by the Fund for distribution pursuant to the Plan without shareholder approval,
and the other material amendments must be approved by the directors in the
manner described in the preceding sentence. The Plan may be terminated at any
time by a vote of a majority of the disinterested directors of the Fund or the
Fund's Class A shareholders.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Fund, which was incorporated on March 8,
1985 in Maryland, consists of twenty billion shares of stock having a par value
of one-tenth of one cent ($.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. The Fund is subdivided into two classes of stock, Class A and Class
B. Each share, regardless of class, will represent an interest in the same
portfolio of investments and will have identical voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, designations and terms and conditions, except that: (i) the
Class A and Class B shares will have different class designations; (ii) only the
Class A shares will be assessed a service fee pursuant to the Rule 12b-1
Distribution and Service Plan of the Fund of .20% of the Fund's average daily
net assets; (iii) only the holders of the Class A shares would be entitled to
vote on matters pertaining to the Plan and any related agreements in accordance
with provisions of Rule 12b-1; and (iv) the exchange privilege will permit
shareholders to exchange their shares only for shares of the same class of an
Exchange Fund. Payments that are made under the Plans will be calculated and
charged daily to the appropriate class prior to determining daily net asset
value per share and dividends/distributions. As of April 30, 1997 there were
127,595,723 shares of the Fund's Class A shares outstanding and 27,850 shares of
the Fund's Class B shares outstanding. As of April 30, 1997, 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, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
Nature of
Name and Address % of class ownership
Class A
Reich & Tang Services L.P. 76.68% Record
600 Fifth Avenue
New York, New York 10020
Neuberger & Berman 9.17% Record
11 Broadway
New York, New York 10004-1302
Investors Fiduciary Trust Company 5.87% Record
210 W. 10th Street
Kansas City MO 64105-1614
Class B
Reich & Tang Asset Management L.P. 18.23% Record
600 Fifth Avenue
New York, New York 10020
Lewco Securities Corp. 81.93% Record
34 Exchange Place
Jersey City NJ 07311
</TABLE>
18
<PAGE>
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.
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.
19
<PAGE>
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 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.
20
<PAGE>
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 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. Exempt-interest
dividends derived from Connecticut Municipal Obligations are not exempt from the
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. DST Systems, Inc., 127 West 10th Street,
Kansas City, Missouri 64105 is transfer agent and dividend disbursing agent for
the Vista Select shares of the Fund. The custodian and transfer agents do not
assist in, and are not responsible for, investment decisions involving assets of
the Fund.
21
<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 Rating Services 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.
Standard & Poor's does not provide ratings for state and municipal notes.
Description of Standard & Poor's Rating Services 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.
* As described by the rating agencies.
22
<PAGE>
<TABLE>
<CAPTION>
TAXABLE EQUIVALENT YIELD TABLE
- ------------------------------------------------------------------------------------------------------
1. If Your Taxable Income Bracket Is . . .
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Single $0- $24,651 $59,751 $124,651 $271,051
Return 24,650 59,750 124,650 271,050 and over
- ------------------------------------------------------------------------------------------------------
Joint $0- $41,201 $96,601 $151,751 $271,051
Return 41,200 99,600 151,750 271,050 and over
- ------------------------------------------------------------------------------------------------------
2. Then Your Combined Income Tax Bracket Is . . .
- ------------------------------------------------------------------------------------------------------
Federal
Tax Bracket 15.00% 28.00% 31.00% 36.00% 39.60%
- ------------------------------------------------------------------------------------------------------
State
Tax Bracket 4.50% 4.50% 4.50% 4.50% 4.50%
- ------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------
2.00% 2.46% 2.91% 3.04% 3.27% 3.47%
- ------------------------------------------------------------------------------------------------------
2.50% 3.08% 3.64% 3.79% 4.09% 4.33%
- ------------------------------------------------------------------------------------------------------
3.00% 3.70% 4.36% 4.55% 4.91% 5.20%
- ------------------------------------------------------------------------------------------------------
3.50% 4.31% 5.09% 5.31% 5.73% 6.07%
- ------------------------------------------------------------------------------------------------------
4.00% 4.93% 5.82% 6.07% 6.54% 6.93%
- ------------------------------------------------------------------------------------------------------
4.50% 5.54% 6.54% 6.83% 7.36% 7.80%
- ------------------------------------------------------------------------------------------------------
5.00% 6.16% 7.27% 7.59% 8.18% 8.67%
- ------------------------------------------------------------------------------------------------------
5.50% 6.78% 8.00% 8.35% 9.00% 9.54%
- ------------------------------------------------------------------------------------------------------
6.00% 7.39% 8.73% 9.11% 9.82% 10.40%
- ------------------------------------------------------------------------------------------------------
6.50% 8.01% 9.45% 9.86% 10.63% 11.27%
- ------------------------------------------------------------------------------------------------------
7.00% 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.
23
<PAGE>
<TABLE>
<CAPTION>
CORPORATE TAXABLE EQUIVALENT YIELD TABLE
- --------------------------------------------------------------------------------------------------------------------------
1. If Your Corporate Taxable Income Bracket Is . . .
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Corporate $0- $50,001- $75,001- $100,001- $335,001- $10,000,001- $15,000,001- $18,333,334
Return 50,000 75,000 100,000 335,000 10,000,000 15,000,000 $18,333,333 and over
- --------------------------------------------------------------------------------------------------------------------------
2. Then Your Combined Income Tax Bracket Is . . .
- --------------------------------------------------------------------------------------------------------------------------
Federal
Tax 15.00% 25.00% 34.00% 39.00% 34.00% 35.00% 38.00% 35.00%
Rate
- --------------------------------------------------------------------------------------------------------------------------
State
Tax 10.50% 10.50% 10.50% 10.50% 10.50% 10.50% 10.50% 10.50%
Rate
- --------------------------------------------------------------------------------------------------------------------------
Combined
Marginal
Tax 23.93% 32.88% 40.93% 45.41% 40.93% 41.83% 44.51% 41.83%
Rate
- --------------------------------------------------------------------------------------------------------------------------
3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- --------------------------------------------------------------------------------------------------------------------------
Tax Equivalent Taxable Investment Yield
Exempt Requires to Match Tax Exempt Yield
Yield
- --------------------------------------------------------------------------------------------------------------------------
2.00% 2.63% 2.98% 3.39% 3.66% 3.39% 3.44% 3.60% 3.44%
- --------------------------------------------------------------------------------------------------------------------------
2.50% 3.29% 3.72% 4.23% 4.58% 4.23% 4.30% 4.51% 4.30%
- --------------------------------------------------------------------------------------------------------------------------
3.00% 3.94% 4.47% 5.08% 5.50% 5.08% 5.16% 5.41% 5.16%
- --------------------------------------------------------------------------------------------------------------------------
3.50% 4.60% 5.21% 5.93% 6.41% 5.93% 6.02% 6.31% 6.02%
- --------------------------------------------------------------------------------------------------------------------------
4.00% 5.26% 5.96% 6.77 7.33% 6.77% 6.88% 7.21% 6.88%
- --------------------------------------------------------------------------------------------------------------------------
4.50% 5.92% 6.70% 7.62% 8.24% 7.62% 7.74% 8.11% 7.74%
- --------------------------------------------------------------------------------------------------------------------------
5.00% 6.57% 7.45% 8.46% 9.16% 8.46% 8.59% 9.01% 8.59%
- --------------------------------------------------------------------------------------------------------------------------
5.50% 7.23% 8.19% 9.31% 10.07% 9.31% 9.45% 9.91% 9.45%
- --------------------------------------------------------------------------------------------------------------------------
6.00% 7.89% 8.94% 10.16% 10.99% 10.16% 10.31% 10.81% 10.31%
- --------------------------------------------------------------------------------------------------------------------------
6.50% 8.54% 9.68% 11.00% 11.91% 11.00% 11.17% 11.71% 11.17%
- --------------------------------------------------------------------------------------------------------------------------
7.00% 9.20% 10.43% 11.85% 12.82% 11.85% 12.03% 12.61% 12.03%
- --------------------------------------------------------------------------------------------------------------------------
</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.
- --------------------------------------------------------------------------------
24
<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 assets and liabilities, including
the statement of investments, of Connecticut Daily Tax Free Income Fund, Inc. as
of January 31, 1997, 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, 1997, 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, 1997,
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
March 4, 1997
- --------------------------------------------------------------------------------
25
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF INVESTMENTS
JANUARY 31, 1997
================================================================================
<TABLE>
<CAPTION>
Ratings (a)
-----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poors
------ ---- ----- ------ ------- -----
Other Tax Exempt Investments (20.81%)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,000,000 Bethel, CT BAN (c) 07/11/97 3.50% $ 1,000,165
2,065,000 Darien, CT BAN (c) 05/07/97 3.56 2,065,151
3,100,000 Milford, CT BAN (c) 11/13/97 3.58 3,100,675
5,000,000 North Haven, CT BAN (c) 09/04/97 3.62 5,008,965
5,000,000 Puerto Rico Commonwealth TRAN 07/30/97 3.40 5,013,570 MIG-1 SP-1+
2,000,000 Puerto Rico Commonwealth TRAN 07/30/97 3.24 2,007,132 MIG-1 SP-1+
1,221,000 Redding, CT BAN (c) 10/23/97 3.67 1,223,786
2,000,000 State of Connecticut GO Bond 1996 - Series A (c) 05/15/97 3.55 2,002,148
3,000,000 Town of Fairfield, Connecticut GO BAN (c) 01/14/98 3.31 3,010,947
3,000,000 Town of Farmington, Connecticut BAN (c) 06/12/97 3.08 3,001,569
1,000,000 Westport, CT BAN (c) 06/27/97 3.50 1,000,075
------------ -----------
28,386,000 Total Other Tax Exempt Investments 28,434,183
------------ -----------
<CAPTION>
Other Variable Rate Demand Instruments (b) (42.27%)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 5,100,000 Connecticut Development Authority
(Exeter Energy Project) - Series 1989B
LOC Sanwa Bank, Ltd. 12/01/19 3.60% $ 5,100,000 A1
5,000,000 Connecticut Development Authority PCRB
(CT Light and Power Company Project 1996) - Series A (c)
LOC Canadian Imperial Bank of Commerce 05/01/31 3.50 5,000,000
5,600,000 Connecticut HFA Housing Mortgage Finance Program (c)
AMBAC Insured 05/15/18 3.50 5,600,000
1,000,000 Connecticut PCR Refunding Bond
(Connecticut Light & Power Company Project)
LOC Union Bank of Switzerland 09/01/28 3.45 1,000,000 VMIG-1 A1+
6,900,000 Connecticut State Development Authority
(CT Light & Power Co. Project) - Series 1993A
LOC Deutsche Bank A.G. 09/01/28 3.55 6,900,000 VMIG-1 A1+
6,000,000 Connecticut State Development Authority
(Corporation for Independent Living Project)
LOC Chase Manhattan Bank, N.A. 07/01/15 3.30 6,000,000 VMIG-1
1,000,000 Connecticut State Development Authority
(Western Mass Electric Company) - Series 1993A
LOC Union Bank of Switzerland 09/01/28 3.30 1,000,000 VMIG-1 A1+
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
26
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)
JANUARY 31, 1997
================================================================================
<TABLE>
<CAPTION>
Ratings (a)
----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poors
------ ---- ----- ------ ------- -----
Other Variable Rate Demand Instruments (b) (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,100,000 Connecticut State Development Authority
(Western Mass Electric Company) - Series 1993A
LOC Union Bank of Switzerland 09/01/28 3.30% $ 1,100,000 VMIG-1 A1+
1,200,000 Connecticut State Development Authority IDRB
(Columbia Diamond Ring)
LOC Barclays Bank PLC 09/01/08 3.95 1,200,000 P1 A1+
6,000,000 Connecticut State Development Authority IDRB
(Gerber Scientific Incorporated)
LOC Wachovia Bank & Trust Co., N.A. 12/01/14 3.60 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 3.25 1,500,000 P1 A1
1,100,000 Connecticut State Development Authority IDRB
(Vitta Corporation Project)
LOC Barclays Bank PLC 08/01/09 3.95 1,100,000 P1 A1+
10,000,000 Connecticut State Special Tax Obligation RB
(Second Lien Transportation Infrastructure)
LOC Commerzbank A.G. 12/01/10 3.50 10,000,000 VMIG-1 A1+
3,845,000 Hartford County, CT RDA (Underwood Tower Project) (c)
LOC Financial Security Assurance, Inc. 06/01/20 3.25 3,845,000
2,400,000 State of Connecticut HEFA - Series A
LOC Credit Locale de France 07/01/24 3.20 2,400,000 VMIG-1
------------ -----------
57,745,000 Total Other Variable Rate Demand Instruments 57,745,000
------------ -----------
Put Bonds (d) (12.93%)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,000,000 Connecticut HFA Program Bond - Series A-4 04/10/97 3.36% $ 1,000,232 VMIG-1 A1+
1,545,000 Connecticut HFA Program Bond - Series A-4 04/10/97 3.65 1,545,000 VMIG-1 A1+
1,600,000 Connecticut State HEFA (Yale University) - Series E
FGIC Insured 06/01/97 3.60 1,600,000 VMIG-1 A1+
3,655,000 Connecticut State RRA Bond
(Wallingford Resource Recovery) - Series 1986
LOC National Westminster Bank PLC 11/15/97 3.80 3,655,000 VMIG-1 A1+
5,000,000 Connecticut State Special Assessment Unemployment
Compensation Advance Fund RB - Ser 93C
FGIC Insured 07/01/97 3.90 5,000,000 VMIG-1 A1+
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
27
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)
JANUARY 31, 1997
================================================================================
<TABLE>
<CAPTION>
Ratings (a)
----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poors
------ ---- ----- ------ ------- -----
Put Bonds (d) (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 4,860,000 Puerto Rico Industrial Medical & Environmental PCFA RB
(Reynolds Metals Corporation)
LOC ABN AMRO Bank N.V. 09/01/97 3.80% $ 4,860,000 VMIG-1 A1+
------------ ------------
17,660,000 Total Put Bonds 17,660,232
------------ ------------
<CAPTION>
Tax Exempt Commercial Paper (14.96%)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 2,000,000 Connecticut HEFA (Yale University) - Series L 02/05/97 3.25%(d) $ 2,000,000 VMIG-1 A1+
500,000 Connecticut HEFA (Yale University) - Series O 02/05/97 3.40 (d) 500,000 VMIG-1 A1+
3,000,000 Connecticut HEFA (Yale University) - Series M 02/05/97 3.25 (d) 3,000,000 VMIG-1 A1+
935,000 Connecticut HFA Mortgage Project 1989 - Series D 04/04/97 3.55 (d) 935,000 VMIG-1 A1
4,000,000 Connecticut Municipal Electric Energy Cooperative
Power Supply System RB 1995 - Series A
LOC Fleet National Bank 02/11/97 3.05 4,000,000 P1 A1
10,000,000 Puerto Rico Government Development Bank 02/19/97 3.30 10,000,000 A1+
------------ ----------
20,435,000 Total Tax Exempt Commercial Paper 20,435,000
------------ ----------
<CAPTION>
Variable Rate Demand Instruments - Participations (b) (0.90%)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 815,921 Connecticut State Development Authority IDRB (Nefco Holding)
LOC Chase Manhattan Bank, N.A. 11/01/00 5.36% $ 815,921 P1 A1
409,616 Connecticut State Development Authority IDRB
(The Finlay Brothers Project)
LOC Chase Manhattan Bank, N.A. 10/01/00 5.36 409,616 P1 A1
------------ ------------
1,225,537 Total Variable Rate Demand Instruments - Participations 1,225,537
------------ ------------
Total Investments (91.87%) (Cost 125,499,952+) 125,499,952
Cash and Other Assets, Net of Liabilities (8.13%) 11,112,975
------------
Net Assets (100.00%) $136,612,927
============
</TABLE>
+ Aggregate cost for federal income tax purposes is identical.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
28
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)
JANUARY 31, 1997
================================================================================
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>
KEY:
<S> <C>
BAN = Bond Anticipation Note PCFA = Pollution Control Finance Authority
GO = General Obligation PCR = Pollution Control Revenue
HEFA = Health and Education Facilities Authority PCRB = Pollution Control Revenue Bond
HFA = Housing Finance Authority RB = Revenue Bond
IDRB = Industrial Development Revenue Bond RDA = Revenue Development Authority
LOC = Letter of Credit RRA = Resource Recovery Authority
TRAN = Tax and Revenue Anticipation Note
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
29
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1997
================================================================================
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments in securities at value (Cost $125,499,952) ........................ $ 125,499,952
Cash........................................................................... 5,724,233
Receivables:
Securities sold............................................................. 5,000,000
Interest ................................................................... 759,764
---------------
Total assets.............................................................. 136,983,949
---------------
LIABILITIES
<S> <C>
Accrued expenses................................................................. 161,903
Dividends payable................................................................ 209,119
---------------
Total liabilities......................................................... 371,022
---------------
Net assets....................................................................... $ 136,612,927
===============
<CAPTION>
Net Asset Value, offering and redemption price per share:
<S> <C>
Class A Shares 136,631,315 Shares Outstanding (Note 3)........................... $ 1.00
==============
Class B Shares 6,827 Shares Outstanding (Note 3)........................... $ 1.00
==============
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
30
<PAGE>
- --------------------------------------------------------------------------------
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 31, 1997
================================================================================
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S> <C>
Income:
Interest....................................................................... $ 4,147,773
---------------
Expenses: (Note 2)
Investment management fee..................................................... 360,874
Administration fee............................................................ 252,612
Shareholder servicing fee..................................................... 240,579
Custodian expenses............................................................ 13,280
Shareholder servicing and related shareholder expenses........................ 114,369
Legal, compliance and filing fees............................................. 22,779
Audit and accounting.......................................................... 65,283
Directors' fees............................................................... 13,830
Other......................................................................... 6,646
--------------
Total expenses............................................................ 1,090,252
Less:
Expenses paid indirectly................................................ ( 23,804)
--------------
Net expenses....................................................... 1,066,448
--------------
Net investment income......................................................... 3,081,325
<CAPTION>
REALIZED GAIN (LOSS) ON INVESTMENTS
<S> <C>
Net realized gain (loss) on investments.......................................... ( 7,566)
---------------
Increase in net assets from operations........................................... $ 3,073,759
===============
</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, 1997 AND 1996
================================================================================
<TABLE>
<CAPTION>
1997 1996
---------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C>
Operations:
Net investment income...................................... $ 3,081,325 $ 2,747,513
Net realized gain (loss) on investments.................... ( 7,566) 2,987
-------------- ------------
Increase (decrease) in net assets from operations............... 3,073,759 2,750,500
Dividends to shareholders from net investment income:
Class A.................................................... ( 3,081,273)* ( 2,747,513)*
Class B.................................................... ( 52)* --
Capital share transactions (Note 3):
Class A.................................................... 30,787,660 24,022,159
Class B.................................................... 6,827 --
-------------- -------------
Total increase (decrease).................................. 30,786,921 24,025,146
Net assets:
Beginning of year.......................................... 105,826,006 81,800,860
-------------- -------------
End of year................................................ $ 136,612,927 $ 105,826,006
============== =============
* 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 has two classes of stock authorized, Class A and Class B.
The Class A shares are subject to a service fee pursuant to the Distribution and
Service Plan. The Class B shares are not subject to a service fee. Additionally,
the Fund may allocate among its classes certain expenses, to the extent
allowable to specific classes, including transfer agent fees, government
registration fees, certain printing and postage costs, and administrative and
legal expenses. Class specific expenses of the Fund were limited to distribution
fees and minor transfer agent expenses. In all other respects the Class A and
Class B shares represent the same interest in the income and assets of the Fund.
Distribution of Class B shares commenced on October 10, 1996 and all Fund shares
outstanding before October 10, 1996 were designated as Class A shares. 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.
- --------------------------------------------------------------------------------
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.
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,
only with respect to Class A shares of the Fund. For its services under the
Shareholder Servicing Agreement, the Distributor receives from the Fund with
respect only to the Class A shares, 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.
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 $46,997 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 captions "Custodian expenses"
and "Shareholder servicing and related shareholder expenses" are expense offsets
of $23,804.
3. Capital Stock.
At January 31, 1997, 20,000,000,000 shares of $.001 par value stock were
authorized and capital paid in amounted to $136,619,832. Transactions in capital
stock, all at $1.00 per share, were as follows:
<TABLE>
<CAPTION>
Class A Class B
--------------------------------------- ------------------
Year Year October 10, 1996
Ended Ended (Commencement of Offering)
January 31, 1997 January 31, 1996 to January 31, 1997
---------------- ---------------- -------------------
<S> <C> <C> <C>
Sold.................................. 238,155,043 230,071,612 6,886
Issued on reinvestment of dividends... 2,976,919 2,456,633 42
Redeemed.............................. ( 210,344,302) ( 208,506,086) ( 101)
------------- ------------- -------------
Net increase ......................... 30,787,660 24,022,159 6,827
============= ============= =============
</TABLE>
4. Sales of Securities.
Accumulated undistributed realized losses at January 31, 1997 amounted to
$6,905. This amount represents tax basis capital losses which may be carried
forward to offset future capital gains. Such losses expire January 31, 2005.
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 52% 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 Prospectus for Selected Financial
Information.
- --------------------------------------------------------------------------------
34
<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) Financial Highlights
Included in Statement of Additional Information - Part B:
(1) Report of McGladrey & Pullen, LLP independent certified public accountants,
dated March 4, 1997.
(2) Statement of Net Assets (audited),dated January 31, 1997.
(3) Statement of Operations (audited),dated January 31, 1997.
(4) Statements of Changes in Net Assets (audited),for the fiscal years ended
January 1996 and 1997.
(5) Notes to Financial Statements (audited).
(B) Exhibits.
(1) Articles of Incorporation of the Registrant filed with the initial
Registration Statement No. 2-96546, on March 20, 1985, and incorporated
herein by reference.
(2) By-Laws of the Registrant filed with the initial Registration Statement No.
2-96546, on March 20, 1985, and incorporated herein by reference.
(3) Not applicable.
(4) Form of certificate for shares of Common Stock, par value $.001 per share,
of the Registrant filed with Pre-Effective Amendment No. 1 to said
Registration Statement on May 13, 1985, and incorporated herein by
reference.
(5) Form of Investment Management Contract between the Registrant and Reich &
Tang Asset Management L.P. filed herein.
(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 filed with Post-Effective Amendment No. 19 to said Registration
Statement on May 26, 1995 and incorporated by reference herein.
(9) Not applicable.
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 filed with
Pre-Effective Amendment No. 1 to said Registration Statement on May 13,
1985, and incorporated herein by reference.
(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 filed with Pre-Effective Amendment No.
1 to said Registration Statement on May 13, 1985, and incorporated herein
by reference.
(11.2) Consent of Certified Public Accountants filed herein.
(11.3) Power of Attorney of Principal Officers and Directors of the Registrant
filed with Pre-Effective Amendment No. 1 to said Registration Statement on
May 13, 1985, and incorporated herein by reference.
(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 filed with Pre-Effective Amendment No. 1 to said
Registration Statement on May 13, 1985, and incorporated herein by
reference.
(14) Not applicable.
(15.1) Form of Distribution and Service Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 filed herein.
(15.2) Form of Distribution Agreement between the Registrant and Reich & Tang
Distributors L.P. filed herein.
(15.3) Form of Shareholder Servicing Agreement between the Registrant and Reich
& Tang Distributors L.P. filed herein.
(15.4) Administrative Services Contract between the Registrant and Reich & Tang
Distributors L.P. filed with Post-Effective Amendment No. 21 to said
Registration Statement on May 31, 1996 and incorporated herein by
reference.
(16) Power of attorney was filed as Exhibit 16 with Pre-Effective Amendment No.
1 to Registration Statement No. 2-96546 on May 13, 1985.
(17) 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, 1997
-------------- ---------------------
Class A Common Stock
(par value $.001) 527
Class B Common Stock
(par value $.001) 4
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. 22 to the
Registration Statement are incorporated herein by reference.
New England Investment Companies, L.P. ("NEICLP")is the limited partner and
owner of 99.5% interest in Reich & Tang Asset Management L.P. (the "Manager").
Reich & Tang Asset Management, Inc. ( a wholly-owned subsidiary of NEICLP) is
the sole general partner and owner of the remaining .5% interest of the Manager.
New England Investment Companies, Inc. ("NEIC"), a Massachusetts corporation,
serves as sole general partner of NEICLP. Reich & Tang Asset Management L.P.
succeeded NEICLP as the Manager of the Fund. Reich & Tang Asset Management L.P.
serves as the sole general partner of Reich & Tang Distributors L.P. Reich &
Tang Asset Management, Inc. serves as the sole limited partner of Reich & Tang
Distributors L.P.
On August 30, 1996, The New England Mutual Life Insurance Company and
Metropolitan Life Insurance Company ("MetLife") merged, with MetLife being the
continuing company. The Manager remains a wholly-owned subsidiary of NEICLP, but
Reich & Tang Asset Management, Inc., its sole general partner, is now an
indirect subsidiary of MetLife. Also, MetLife New England Holding, Inc., a
wholly-owned subsidiary of MetLife, owns 51% of the outstanding limited
partnership interst of NEICLP and may be deemed a "controlling person" of the
Manager. Reich & Tang, Inc. owns approximately 16% of the outstanding
partnership units of NEICLP.
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 Minutus L.P., Reich & Tang Minutus II, L.P., Reich &
Tang Equity Partnerships 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
C-3
<PAGE>
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 President and Chief Financial Officer of The Boston Company, a diversified
financial services company, 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 the 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., Cortland Trust, 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 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 AEW Commercial Mortgage Securities Fund, Inc., 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., 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 is also Treasurer of AEW
Commercial Mortgage Securities Fund, Inc., 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., Short Term Income Fund, Inc. and Tax Exempt Proceeds
Fund, Inc. and is Vice President and Treasurer of Cortland Trust, Inc.
C-4
<PAGE>
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 10020.
Positions and Offices
With the General Partner Positions and Offices
Name of the Distributor With Registrant
Peter S. Voss Director None
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
Richard I. Weiner Vice President None
(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 29th day of May, 1997.
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 29, 1997.
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.
INVESTMENT MANAGEMENT CONTRACT
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
the "Fund"
New York, New York
, 1996
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 to manage the investment and reinvestment of our
assets as above specified, and, without limiting the generality of the
foregoing, to provide the investment management services specified below.
(b) Subject to the general control of our Board of Directors, you will
make decisions with respect to all purchases and sales of the
portfolio securities. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact for our account and at
our risk and in our name, to place orders for the investment and
reinvestment of our assets. In all purchases, sales and other
transactions in our portfolio securities you are authorized to
exercise full discretion and act for us in the same manner and with
the same force and effect as the Fund itself might or could do with
respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
<PAGE>
(c) You will report to our Board of Directors at each meeting thereof all
changes in our portfolio since your prior report, and will also keep
us in touch with important developments affecting our portfolio and,
on your initiative, will furnish us from time to time with such
information as you may believe appropriate for this purpose, whether
concerning the individual entities whose securities are included in
our portfolio, the activities in which such entities engage, Federal
income tax policies applicable to our investments, or the conditions
prevailing in the money market or the economy generally. You will also
furnish us with such statistical and analytical information with
respect to our portfolio securities as you may believe appropriate or
as we may reasonably request. In making such purchases and sales of
our portfolio securities, you will comply with the policies set from
time to time by our Board of Directors as well as the limitations
imposed by our Articles of Incorporation and by the provisions of the
Internal Revenue Code and the 1940 Act relating to regulated
investment companies and the limitations contained in the Registration
Statement.
(d) 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.
(e) You or your affiliates will also furnish us, at your own expense, such
investment advisory supervision and assistance 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 and 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 agree, subject to the limitations described below, to be responsible
for, and hereby assume the obligation for payment of, all our expenses,
including: (a) brokerage and commission expenses, (b) Federal, state or
local taxes, including issue and transfer taxes incurred by or levied on
us, (c) commitment fees and certain insurance premiums, (d) interest
charges on borrowings, (e) charges and expenses of our custodian, (f)
charges, expenses and payments relating to the issuance, redemption,
transfer and dividend disbursing functions for us, (g) recurring and
nonrecurring legal and accounting expenses, including those of the
bookkeeping agent, (h) telecommunications expenses, (i) the costs of
organizing and maintaining our
<PAGE>
existence as a corporation, (j) compensation, including directors' fees, of
any of our directors, officers or employees who are not your officers or
officers of your affiliates, and costs of other personnel providing
clerical, accounting supervision and other office services to us as we may
request, (k) costs of stockholder services including, charges and expenses
of persons providing confirmations of transactions in our shares, periodic
statements to stockholders, and recordkeeping and stockholders' services,
(l) costs of stockholders' reports, proxy solicitations, and corporate
meetings, (m) fees and expenses of registering our shares under the
appropriate Federal securities laws and of qualifying such shares under
applicable state securities laws, including expenses attendant upon the
initial registration and qualification of such shares and attendant upon
renewals of, or amendments to, those registrations and qualifications, (n)
expenses of preparing, printing and delivering our prospectus to existing
stockholders and of printing stockholder application forms for stockholder
accounts, (o) payment of the fees and expenses provided for herein, under
the Administrative Services Agreement and under the Shareholder Servicing
Agreement and Distribution Agreement, and (p) any other distribution or
promotional expenses contemplated by an effective plan adopted by us
pursuant to Rule 12b-1 under the Act. Our obligation for the foregoing
expenses is limited by your agreement to be responsible, while this
Agreement is in effect, for any amount by which our annual operating
expenses (excluding taxes, brokerage, interest and extraordinary expenses)
exceed the limits on investment company expenses prescribed by any state in
which our shares are qualified for sale.
4. 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.
5. In consideration of the foregoing we will pay you a fee at the annual rate
of .30 of 1% 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 you shall request of us in writing. You may use any portion of
this fee for distribution of our shares, or for making servicing payments
to organizations whose customers or clients are our shareholders. You may
waive your right to any fee to which you are entitled hereunder, provided
such waiver is delivered to us in writing. Any reimbursement of our
expenses,
<PAGE>
to which we may become entitled pursuant to paragraph 3 hereof, will be
paid to us at the same time as we pay you.
6. This Agreement will become effective on the date hereof and shall continue
in effect until _______________ and thereafter for successive twelve-month
periods (computed from each ____________), provided that such continuation
is specifically approved at least annually by our Board of Directors or by
a majority vote of the holders of our outstanding voting securities, as
defined in the 1940 Act and the rules thereunder, and, in either case, 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 and the rules thereunder, of
any such person who is party to this Agreement. Upon the effectiveness of
this Agreement, it shall supersede all previous agreements between us
covering the subject matter hereof. This Agreement may be terminated at any
time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities, as defined in the 1940 Act and the rules
thereunder, or by a vote of a majority of our entire Board of Directors, on
sixty days' written notice to you, or by you on sixty days' written notice
to us.
7. 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.
8. 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 employees or the officers and directors of Reich &
Tang Asset Management, Inc., your general partner, who may also be a
director, officer or employee of ours, or of a person affiliated with us,
as defined in the 1940 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.
<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:
ACCEPTED: , 1996
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT, INC., General Partner
By: ___________________________________
EXHIBIT 11.2
McGLADREY & PULLEN L.L.P.
Certified Public Accountants & Consultants
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report dated March 4, 1997, on the
financial statements referred to therein in Post-Effective Amendment No. 22 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 "Financial Highlights" 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 22, 1997
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
Distribution and Service Plan Pursuant to Rule
12b-1 Under the Investment Company Act of 1940
This Distribution and Service Plan (the "Plan") is hereby amended to
reflect that Reich & Tang Asset Management, Inc. has succeeded as sole general
partner of Reich & Tang Distributors L.P. (the "Distributor") and Reich & Tang
Asset Management L.P. has succeeded as sole limited partner of the Distributor.
The Board of Directors of the Fund has approved unanimously this amendment to
the Plan and has authorized the Fund to re-execute the Distribution Agreement
with the Distributor to reflect the foregoing. The Plan is hereby amended in its
entirety as set forth herein and as authorized under Section 8 of the previous
Plan.
The Plan is adopted by Connecticut Daily Tax Free Income Fund, Inc. (the
"Fund") in accordance with the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act").
The Plan
1. The Fund and the Distributor, have entered into a Distribution
Agreement, in a form satisfactory to the Fund's Board of Directors, under which
the Distributor will act as distributor of the Fund's shares. Pursuant to the
Distribution Agreement, the Distributor, as agent of the Fund, will solicit
<PAGE>
orders for the purchase of the Fund's shares, provided that any
subscriptions and orders for the purchase of the Fund's shares will not be
binding on the Fund until accepted by the Fund as principal.
2. The Fund and the Distributor have entered into a Shareholder Servicing
Agreement in a form satisfactory to the Fund's Board of Directors, which
provides
that the Distributor will be paid a service fee for providing or for arranging
for others to provide all personal shareholder servicing and related maintenance
of shareholder account functions not performed by us or our transfer agent.
3. The Manager may make payments from time to time from its own resources,
which may include the management fees and administrative services fees received
by the Manager from the Fund and from other companies, and past profits for the
following purposes:
(i) to pay the costs of, and to compensate others, including
organizations whose customers or clients are Class A Fund Shareholders
("Participating Organizations"), for performing personal shareholder
servicing and related maintenance of shareholder account functions on
behalf of the Fund;
(ii) to compensate Participating Organizations for providing assistance
in distributing Fund's Shares; and
<PAGE>
(iii) to pay the cost of the preparation and printing of brochures and
other promotional materials, mailings to prospective shareholders,
advertising, and other promotional activities, including salaries and/or
commissions of sales personnel of the Distributor and other persons, 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 service fee and past profits for the purpose
enumerated in (i) above. Further, the Distributor may 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 (1) the Manager for any
fiscal year under the Investment Management Contract or the Administrative
Services Agreement in effect for that year or otherwise or (2) to the
Distributor under the Shareholder Servicing Agreement in effect for that year or
otherwise. The Investment Management Contract will also require the Manager to
reimburse the Fund for any amounts by which the Fund's annual operating
expenses, including distribution expenses, exceed in the aggregate in any fiscal
year the limits prescribed by any state in which the Fund's shares are qualified
for sale.
4. The Fund will pay for (i) telecommunications expenses, including the
cost of dedicated lines and CRT terminals, incurred by the Distributor and
Participating
<PAGE>
Organizations in carrying out its 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.
5. Payments by the Distributor or Manager to Participating Organizations as
set forth herein are subject to compliance by them with the terms of written
agreements in a form satisfactory to the Fund's Board of Directors to be entered
into between the Distributor and the Participating Organizations.
6. The Fund and the Distributor will prepare and furnish to the Fund's
Board of Directors, at least quarterly, written reports setting forth all
amounts expended for servicing and distribution purposes by the Fund, the
Distributor and the Manager, pursuant to the Plan and identifying the servicing
and distribution activities for which such expenditures were made.
7. The Plan became effective upon approval by (i) a majority of the
outstanding voting securities of the Fund (as defined in the Act), and (ii) a
majority of the Board of Directors of the Fund, including a majority of the
Directors who are not interested persons (as defined in the Act) of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreement entered into in connection with the Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the approval of
the Plan.
<PAGE>
8. The Plan will remain in effect until ___________ __, 1995 unless earlier
terminated in accordance with its terms, and thereafter may continue in effect
for successive annual periods if approved each year in the manner described in
clause (ii) of paragraph 7 hereof.
9. The Plan may be amended at any time with the approval of the Board of
Directors of the Fund, provided that (i) any material amendments of the terms of
the Plan will be effective only upon approval as provided in clause (ii) of
paragraph 7 hereof, and (ii) any amendment which increases materially the amount
which may be spent by the Fund pursuant to the Plan will be effective only upon
the additional approval as provided in clause (i) of paragraph 7 hereof.
10. The Plan may be terminated without penalty at any time (i) by a vote of
the majority of the entire Board of Directors of the Fund and by a vote of a
majority of the Directors of the Fund who are not interested persons (as defined
in the Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan, or (ii) by a
vote of a majority of the outstanding voting securities of the Fund (with each
class of the Fund voting separately) (as defined in the Act).
DISTRIBUTION AGREEMENT
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
the "Fund"
600 Fifth Avenue
New York, New York 10020
_______________, 1996
Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020
Ladies and Gentlemen:
1. In consideration of the agreements on your part herein contained and of the
payment by us to you of a fee of $1 per year and on the terms and
conditions set forth herein, on behalf of our Fund, we have agreed that you
shall be, for the period of this agreement, a distributor, as our agent,
for the unsold portion of such number of shares of our common stock, $.001
par value per share, as may be effectively registered from time to time
under the Securities Act of 1933, as amended (the "1933 Act"). This
agreement is being entered into pursuant to the Distribution and Service
Plan (the "Plan") adopted by us in accordance with Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act").
<PAGE>
2. We hereby agree that you will act as our agent, and hereby appoint you our
agent, to offer, and to solicit offers to subscribe to, the unsold balance
of shares of our common stock as shall then be effectively registered under
the Act. All subscriptions for shares of our common stock obtained by you
shall be directed to us for acceptance and shall not be binding on us until
accepted by us. You shall have no authority to make binding subscriptions
on our behalf. We reserve the right to sell shares of our common stock
through other distributors or directly to investors through subscriptions
received by us at our principal office in New York, New York. The right
given to you under this agreement shall not apply to shares of our common
stock issued in connection with (a) the merger or consolidation of any
other investment company with us, (b) our acquisition by purchase or
otherwise of all or substantially all of the assets or stock of any other
investment company, or (c) the reinvestment in shares of our common stock
by our stockholders of dividends or other distributions or any other
offering by us of securities to our stockholders.
<PAGE>
3. You will use your best efforts to obtain subscriptions to shares of our
common stock upon the terms and conditions contained herein and in our
Prospectus, as in effect from time to time. You will send to us promptly
all subscriptions placed with you. We shall furnish you from time to time,
for use in connection with the offering of shares of our common stock, such
other information with respect to us and shares of our common stock as you
may reasonably request. We shall supply you with such copies of our
Registration Statement and Prospectus, as in effect from time to time, as
you may request. Except as we may authorize in writing, you are not
authorized to give any information or to make any representation that is
not contained in the Registration Statement or Prospectus, as then in
effect. You may use employees, agents and other persons, at your cost and
expense, to assist you in carrying out your obligations hereunder, but no
such employee, agent or other person shall be deemed to be our agent or
have any rights under this agreement. You may sell our shares to or through
qualified brokers, dealers and financial institutions under selling and
servicing agreements provided that no dealer, financial institution or
other person shall be appointed or authorized to act as our agent without
our written consent. You will arrange for organizations whose customers or
clients are shareholders of our corporation ("Participating Organizations")
to enter into agreements with you for the performance of shareholder
servicing and related administrative functions not performed by you or the
Transfer Agent. Pursuant to our Shareholder Servicing Agreement with you,
you may make payments to Participating Organizations for performing
shareholder servicing and related administrative functions. Such payments
will be made only pursuant to written agreements approved in form and
substance by our Board of Directors to be entered into by you and the
Participating Organizations. It is recognized that we shall have no
obligation or liability to you or any Participating Organization for any
such payments under the agreements with Participating Organizations. Our
obligation is solely to make payments to you under the Shareholder
Servicing Agreement and to the Manager under the Investment Management
Contract and the Administrative Services Contract. All sales of our shares
effected through you will be made in compliance with all applicable federal
securities laws and regulations and the Constitution, rules and regulations
of the National Association of Securities Dealers, Inc. ("NASD").
4. We reserve the right to suspend the offering of shares of our common stock
at any time, in the absolute discretion of our Board of Directors, and upon
notice of such suspension you shall cease to offer shares of our common
stock hereunder.
5. Both of us will cooperate with each other in taking such action as may be
necessary to qualify shares of our
<PAGE>
common stock for sale under the securities laws of such states as we may
designate, provided, that you shall not be required to register as a
broker-dealer or file a consent to service of process in any such state
where you are not now so registered. Pursuant to the Investment Management
Contract in effect between us and the Manager, we will pay all fees and
expenses of registering shares of our common stock under the Act and of
qualification of shares of our common stock, and to the extent necessary,
our qualification under applicable state securities laws. You will pay all
expenses relating to your broker-dealer qualification.
6. We represent to you that our Registration Statement and Prospectus have
been carefully prepared to date in conformity with the requirements of the
1933 Act and the 1940 Act and the rules and regulations of the Securities
and Exchange Commission (the "SEC") thereunder. We represent and warrant to
you, as of the date hereof, that our Registration Statement and Prospectus
contain all statements required to be stated therein in accordance with the
1933 Act and the 1940 Act and the SEC's rules and regulations thereunder;
that all statements of fact contained therein are or will be true and
correct at the time indicated or the effective date as the case may be; and
that neither our Registration Statement nor our Prospectus, when they shall
become effective or be authorized for use, will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of shares of our common stock. We will from time to time file
such amendment or amendments to our Registration Statement and Prospectus
as, in the light of future development, shall, in the opinion of our
counsel, be necessary in order to have our Registration Statement and
Prospectus at all times contain all material facts required to be stated
therein or necessary to make any statements therein not misleading to a
purchaser of shares of our common stock. If we shall not file such
amendment or amendments within fifteen days after our receipt of a written
request from you to do so, you may, at your option, terminate this
agreement immediately. We will not file any amendment to our Registration
Statement or Prospectus without giving you reasonable notice thereof in
advance; provided, however, that nothing in this agreement shall in any way
limit our right to file such amendments to our Registration Statement or
Prospectus, of whatever character, as we may deem advisable, such right
being in all respects absolute and unconditional. We represent and warrant
to you that any amendment to our Registration Statement or Prospectus
hereafter filed by us will be carefully prepared in conformity within the
requirements of the 1933 Act and the 1940 Act and the SEC's rules and
regulations thereunder and will, when it becomes effective, contain all
statements required to be stated therein in accordance with the 1933 Act
and the 1940 Act and the SEC's rules and regulations thereunder; that all
statements of fact contained
<PAGE>
therein will, when the same shall become effective, be true and correct;
and that no such amendment, when it becomes effective, will include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading to a purchaser of our shares.
7. We agree to indemnify, defend and hold you, and any person who controls you
within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which you or any such
controlling person may incur, under the 1933 Act or the 1940 Act, or under
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in our Registration Statement or
Prospectus in effect from time to time or arising out of or based upon any
alleged omission to state a material fact required to be stated in either
of them or necessary to make the statements in either of them not
misleading; provided, however, that in no event shall anything herein
contained be so construed as to protect you against any liability to us or
our security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of
your duties, or by reason of your reckless disregard of your obligations
and duties under this agreement. Our agreement to indemnify you and any
such controlling person is expressly conditioned upon our being notified of
any action brought against you or any such controlling person, such
notification to be given by letter or by telegram addressed to us at our
principal office in New York, New York, and sent to us by the person
against whom such action is brought within ten days after the summons or
other first legal process shall have been served. The failure so to notify
us of any such action shall not relieve us from any liability which we may
have to the person against whom such action is brought other than on
account of our indemnity agreement contained in this paragraph 7. We will
be entitled to assume the defense of any suit brought to enforce any such
claim, and to retain counsel of good standing chosen by us and approved by
you. In the event we do elect to assume the defense of any such suit and
retain counsel of good standing approved by you, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case we do not elect to assume the
defense of any such suit, or in case you, in good faith, do not approve of
counsel chosen by us, we will reimburse you or the controlling person or
persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them. Our indemnification
agreement contained in this paragraph 7 and our representations and
warranties in this agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of
<PAGE>
you or any controlling person and shall survive the sale of any shares of
our common stock made pursuant to subscriptions obtained by you. This
agreement of indemnity will inure exclusively to your benefit, to the
benefit of your successors and assigns, and to the benefit of any of your
controlling persons and their successors and assigns. We agree promptly to
notify you of the commencement of any litigation or proceeding against us
in connection with the issue and sale of any shares of our common stock.
8. You agree to indemnify, defend and hold us, our several officers and
directors, and any person who controls us within the meaning of Section 15
of the 1933 Act, free and harmless from and against any and all claims,
demands, liabilities, and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any reasonable counsel
fees incurred in connection therewith) which we, our officers or directors,
or any such controlling person may incur under the 1933 Act or under common
law or otherwise, but only to the extent that such liability or expense
incurred by us, our officers or directors or such controlling person shall
arise out of or be based upon any alleged untrue statement of a material
fact contained in information furnished in writing by you to us for use in
our Registration Statement or Prospectus as in effect from time to time, or
shall arise out of or be based upon any alleged omission to state a
material fact in connection with such information required to be stated in
the Registration Statement or Prospectus or necessary to make such
information not misleading. Your agreement to indemnify us, our officers
and directors, and any such controlling person is expressly conditioned
upon your being notified of any action brought against us, our officers or
directors or any such controlling person, such notification to be given by
letter or telegram addressed to you at your principal office in New York,
New York, and sent to you by the person against whom such action is
brought, within ten days after the summons or other first legal process
shall have been served. You shall have a right to control the defense of
such action, with counsel of your own choosing, satisfactory to us, if such
action is based solely upon such alleged misstatement or omission on your
part, and in any other event you and we, our officers or directors or such
controlling person shall each have the right to participate in the defense
or preparation of the defense of any such action. The failure so to notify
you of any such action shall not relieve you from any liability which you
may have to us, to our officers or directors, or to such controlling person
other than on account of your indemnity agreement contained in this
paragraph 8.
9. We agree to advise you immediately:
<PAGE>
a. of any request by the SEC for amendments to our Registration Statement
or Prospectus or for additional information,
b. of the issuance by the SEC of any stop order suspending the
effectiveness of our Registration Statement or Prospectus or the
initiation of any proceedings for that purpose,
c. of the happening of any material event which makes untrue any
statement made in our Registration Statement or Prospectus or which
requires the making of a change in either of them in order to make the
statements therein not misleading, and
d. of all action of the SEC with respect to any amendments to our
Registration Statement or Prospectus.
10. This agreement will become effective on the date hereof and will remain in
effect thereafter for successive twelve-month periods (computed from each
____________), provided that such continuation is specifically approved at
least annually by vote of our Board of Directors and of a majority of those
of our directors who are not interested persons (as defined in the 1940
Act) and have no direct or indirect financial interest in the operation of
the Plan or in any agreements related to the Plan, cast in person at a
meeting called for the purpose of voting on this agreement. This agreement
may be terminated at any time, without the payment of any penalty, (i) by
vote of a majority of our entire Board of Directors, and by a vote of a
majority of our Directors who are not interested persons (as defined in the
1940 Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan, or (ii) by
vote of a majority of our outstanding voting securities, as defined in the
Act, on sixty days' written notice to you, or by you on sixty days' written
notice to us.
11. 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 SEC
thereunder.
12. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, the right
of any of your employees or the right of any officers or directors of Reich
& Tang Asset Management, Inc., your general partner, who may also be a
director, officer or employee of ours, or of a person affiliated with us,
as defined in the 1940 Act, to engage in any other business or to devote
time and attention to the management or
<PAGE>
other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to another corporation, firm,
individual or association.
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
Accepted: , 1996
REICH & TANG DISTRIBUTORS L.P.
By: REICH & TANG ASSET MANAGEMENT, INC.,
as General Partner
By: ____________________________
SHAREHOLDER SERVICING
AGREEMENT
CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
(the "Fund")
600 Fifth Avenue
New York, New York 10020
, 1996
Reich & Tang Distributors L.P. ("Distributor")
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and Service Plan, as
amended, adopted by us in accordance with Rule 12b-1 (the "Plan") under the
Investment Company Act of 1940, as amended (the "Act"), to provide the
services listed below. You will perform, or arrange for others including
organizations whose customers or clients are shareholders of our
corporation (the "Participating Organizations") to perform, all personal
shareholder servicing and related maintenance of shareholder account
functions ("Shareholder Services") not performed by us or our transfer
agent.
2. You will be responsible for the payment of all expenses incurred by you in
rendering the foregoing services, except that we will pay for (i)
telecommunications expenses, including the cost of dedicated lines and CRT
terminals, incurred by the Distributor and Participating Organizations in
rendering such services under this Agreement, and (ii) preparing, printing
and delivering our prospectus to existing shareholders and preparing and
printing subscription application forms for shareholder accounts.
3. You may make payments from time to time from your own resources, including
the fees payable hereunder and past profits to compensate Participating
Organizations for providing Shareholder Services to the shareholders of the
Fund. Payments to Participating Organizations to compensate them for
providing Shareholder Services are subject to compliance by them
<PAGE>
with the terms of written agreements satisfactory to our Board of Directors
to be entered into between the Distributor and the Participating
Organizations. The Distributor will in its sole discretion determine the
amount of any payments made by the Distributor pursuant to this Agreement,
provided, however, that no such payment will increase the amount which we
are required to pay either to the Distributor under this Agreement or to
the Manager under the Investment Management Contract, the Administrative
Services Agreement, or otherwise.
4. 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
shareholders 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.
5. In consideration of your performance, the Fund will pay you a service fee,
as defined by Article III, Section 26(b)(9) of the Rules of Fair Practice,
as amended, of the National Association of Securities Dealers, Inc. at the
annual rate of two-tenths of one percent (0.20%) 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 you shall request of us in
writing. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing.
6. This Agreement will become effective on the date hereof and thereafter for
successive twelve-month periods (computed from each ___________), provided
that such continuation is specifically approved at least annually by vote
of our Board of Directors and of a majority of those of our directors who
are not interested persons (as defined in the Act) and have no direct or
indirect financial interest in the operation of the Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on this Agreement. This Agreement may be terminated at
any time, without the payment of any penalty, (i) by vote of a majority of
our entire Board of Directors, and by a vote of a majority of our Directors
who are not interested persons (as defined in the Act) and who have no
direct or indirect financial interest in the operation of the Plan or in
any agreement related to the Plan, or (ii) by vote of a majority of the
outstanding voting securities, as defined in the Act, on sixty days'
written notice to you, or by you on sixty days' written notice to us.
<PAGE>
7. 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 thereunder.
8. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, the right
of any of your employees or the right of any officers or directors of Reich
& Tang Asset Management, Inc., your general partner, 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 another corporation, firm, individual or association.
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:
ACCEPTED: ______________, 1996
REICH & TANG DISTRIBUTORS L.P.
By: REICH & TANG ASSET MANAGEMENT, INC.,
as General Partner
By:
<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-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> JAN-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 125499952
<INVESTMENTS-AT-VALUE> 125499952
<RECEIVABLES> 5759764
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<OTHER-ITEMS-ASSETS> 5724233
<TOTAL-ASSETS> 136983949
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<EXPENSES-NET> 1066448
<NET-INVESTMENT-INCOME> 3081325
<REALIZED-GAINS-CURRENT> (7566)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3073759
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3081325
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 238161929
<NUMBER-OF-SHARES-REDEEMED> 210344403
<SHARES-REINVESTED> 2976961
<NET-CHANGE-IN-ASSETS> 30786921
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 661
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 360874
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<GROSS-EXPENSE> 1090252
<AVERAGE-NET-ASSETS> 119637564
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .026
<PER-SHARE-GAIN-APPREC> 0
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<PER-SHARE-DISTRIBUTIONS> 0
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<EXPENSE-RATIO> .91
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
