REICH & TANG GOVERNMENT SECURITIES TRUST
497, 1995-07-14
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                                                                     RULE 497(b)
                                                        Registration No. 33-1696
================================================================================
                                                                600 FIFTH AVENUE
REICH & TANG                                                 NEW YORK, NY 10020
GOVERNMENT SECURITIES TRUST                                      (212) 830-5220
================================================================================


                                   PROSPECTUS

                                  July 3, 1995


Reich & Tang Government  Securities Trust (the "Trust") is a no-load,  open-end,
diversified,  management investment company. The Trust's investment objective is
to  seek as high a  level  of  current  income  as is  consistent  with  prudent
investment risk by investing  solely in securities that are issued or guaranteed
by the United States Government or its agencies and instrumentalities and backed
by the full faith and credit of the United States ("U.S. Government Securities")
and in repurchase agreements pertaining to such U.S. Government Securities.

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

This  Prospectus  sets forth  concisely the  information a prospective  investor
should know before investing in the Trust. A Statement of Additional Information
dated July 3, 1995,  containing  additional and more detailed  information about
the Trust (the "Statement of Additional  Information"),  has been filed with the
Securities and Exchange  Commission and is hereby incorporated by reference into
this Prospectus.  It is available  without charge and can be obtained by writing
or calling the Trust at the address and telephone number set forth above.

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.

<TABLE>
<CAPTION>

                               Table of Contents

<S>                                                  <C>                                                           <C>
Table of Fees and Expenses............................2       Specified Amount Automatic Withdrawal Plan............9
Selected Financial Information........................2      Exchange Privilege.....................................9
Prospectus Summary....................................3      Individual Retirement Accounts........................10
Investment Objectives, Policies and Risks.............3      Custodian and Transfer Agent..........................10
   Repurchase Agreements..............................4      Management and Investment
   Portfolio Turnover.................................5            Management Contract.............................10
Investment Restrictions...............................5        Distribution and Service Plan.......................11
How to Purchase and Redeem Shares.....................5      Expenses of the Trust.................................13
Investment Through                                           Dividends and Federal Income Tax Matters..............13
   Participating Organizations........................6      Net Asset Value.......................................14
Other Purchase and Redemption Procedures..............7      Description of Shares.................................14
  Initial Purchase of Shares..........................7      Performance...........................................14
  Subsequent Purchases of Shares......................8      Information for Shareholders..........................14
  Redemption of Shares................................8

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                           TABLE OF FEES AND EXPENSES

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

     <S>                                                                        <C>       <C>
     Management Fees - After Fee Waiver                                                   0.07%
     12b-1 Fees - After Fee Waiver                                                         -0-
     Other Expenses - After Reimbursement of Expenses                                     0.48%
       Administration Fees - After Fee Waiver                                   -0-       _____
     Total Fund Operating Expenses - After Fee Waiver and Expense Reimbursement           0.55%

<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):         $6         $18      $31       $70

The purpose of the foregoing table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Trust will bear directly or
indirectly.  For  a  further  discussion  of  these  fees  see  "Management  and
Investment  Management Contract" and "Distribution and Service Plan" herein. The
Manager has  voluntarily  waived a portion of the  Management Fee and the entire
Administration  Fee and the  Distributor has waived the entire 12b-1 Fee; absent
such waivers,  the Management  Fee,  Administration  Fee and the 12b-1 Fee would
have been .35%,  .20% and .25%,  respectively.Accordingly,  absent fee  waivers,
Other  Expenses of the Trust and Total Fund  Operating  Expenses would have been
 .68% and 1.28%,  respectively.
</TABLE>

THE FIGURES  REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES;  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         SELECTED FINANCIAL INFORMATION

The  following  selected  financial  information  of  Reich  &  Tang  Government
Securities  Trust  has been  audited  by  McGladrey  & Pullen  LLP,  Independent
Certified Public  Accountants,  whose report thereon appears in the Statement of
Additional Information.

                                                     Year Ended February  28/29,                      February 27, 1986
                                                     ---------------------------                        (Inception) to
<S>                                 <C>      <C>     <C>     <C>      <C>      <C>     <C>      <C>   <C>
                                    1995     1994    1993    1992     1991     1990    1989     1988  February 28, 1987
                                    ----     ----    ----    ----     ----     ----    ----     ----  -----------------
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of year  $10.37   $10.83  $10.27  $9.89    $9.58    $9.30   $9.82    $10.45   $10.00
                                    ------   ------  ------  -----    -----    -----   -----    ------   ------

Income from investment operations:
Net investment income..........       0.48     0.49    0.68   0.75     0.77     0.77    0.78      0.86     0.83
Net realized and unrealized gain/
    (loss) on investments......       (.37)    0.09    0.66   0.38     0.31     0.28  ( 0.52)   ( 0.58)    0.45
                                     ------   -----   -----   ----     ----     ----  ------    ------    -----
Total from investment operations.      .11     0.58    1.34   1.13     1.08     1.05    0.26      0.28     1.28
                                     ------   -----   -----   ----     ----     ----  ------    ------    -----
Less distributions:
Dividends from net investment income  (.48)   (0.49)  (0.68) (0.75)   (0.77)   (0.77) ( 0.78)   ( 0.86)   (0.83)

Distributions from net realized gain
     on investments............       (.28)   (0.55)  (0.10)   -        -        -       -      ( 0.05)      -
                                      -----   -----   ------  ----     ----     ----   -----    -------    -----
     Total distributions.......       (.76)   (1.04)  (0.78) (0.75)   (0.77)   (0.77) ( 0.78)   ( 0.86)   (0.83)
                                      -----   -----   ------ ------   ------   ------  ------   -------   ------
Net asset value, end of year...      $9.72   $10.37  $10.83 $10.27    $9.89    $9.58   $9.30     $9.82   $10.45
                                     ======  ======  ====== ======   ======   ======  ======    ======   =======
Total Return...................       1.23%    5.33%  13.60% 11.22%   11.78%   11.62%   2.86%    3.38%    13.39%
Ratios/Supplemental Data
Net assets, end of year
  (000's omitted)..............    $11,523  $19,316 $20,166 $4,576  $13,247  $10,313  $7,775   $4,733    $4,489
Ratios to average net assets:
  Expenses.....................         55%+   0.55%+  0.55%+ 0.55%+   0.55%+   0.55%+  0.52%+   0.25%+    0.25%+
  Net investment income........       4.86%+   4.47%+  6.48%+ 7.49%+   7.92%+   8.01%+  8.07%+   8.96%+    8.91%+
Portfolio turnover rate........      25.43%   83.55%  66.47% 19.86%    7.25%     .22%   1.32%    1.38%     6.04% 

+  Net of investment  management,  administration and shareholder  servicing fee
   waivers and expense  reimbursements  equivalent to .73%, .80%,  .85%,  1.00%,
   .93%, 1.39%, 2.20%, 3.61% and 6.52% of average net assets, respectively.
</TABLE>
                                       2
<PAGE>

PROSPECTUS SUMMARY

The Trust is a  diversified,  open-end  mutual  fund whose  shares  are  offered
without a sales  load.  The  investment  objective  of the  Trust is to  provide
shareholders  with as high a level  of  current  income  as is  consistent  with
prudent  investment  risk. In seeking to achieve its  objective,  the Trust will
invest solely in  securities  that are issued or guaranteed by the United States
Government  or its agencies and  instrumentalities  and backed by the full faith
and credit of the United States ("U.S. Government Securities") and in repurchase
agreements  pertaining  to such U.S.  Government  Securities.  (See  "Investment
Objectives, Policies and Risks" herein.)

There is no sales load. Shares may be purchased and redeemed at net asset value.
The Trust may,  however,  bear directly or indirectly  certain costs  associated
with the  distribution  of its shares.  (See "How to Purchase and Redeem Shares"
and "Distribution and Service Plan" herein.)

Shares may be purchased  through the Trust's transfer agent. The minimum initial
investment is $5,000 ($1,000 through certain financial intermediaries); there is
no  minimum  for  subsequent  purchases.  The  minimum  initial  investment  for
retirement plans is lower. (See "Individual Retirement Accounts" herein.)

The Manager of the Trust is Reich & Tang Asset  Management L.P. (the "Manager"),
a registered  investment  adviser.  In addition to the Trust, Reich & Tang Asset
Management L.P. acts as manager, administrator or investment adviser of eighteen
other registered  investment  companies and also advises pension trusts,  profit
sharing trusts and  endowments.  The Trust pays a management fee to Reich & Tang
Asset Management L.P. at the annual rate of .35% of the average daily net assets
of the Trust.  Under a  Distribution  and Service Plan adopted  pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, (the "1940 Act") the
Trust pays to Reich & Tang Distributors L.P. (the "Distributor"),  a shareholder
servicing  fee at the annual rate of .25% of the average daily net assets of the
Trust.

In addition,  the  Distribution and Service Plan provides that the Trust may pay
certain  additional  direct expenses  relating to the distribution of its shares
and the servicing of shareholder accounts,  provided that such payments will not
exceed in any year .05% of the  Trust's  average  daily net assets for the year.
The Trust is also  responsible for the payment of its other operating  expenses,
including, among others, brokerage and commission expenses, charges and expenses
of the Trust's custodian,  charges and expenses of persons performing  issuance,
redemption,  transfer and dividend disbursing functions for the Trust, recurring
and non-recurring legal and accounting expenses,  including the determination of
net  asset  value  per  share  and the  maintenance  of  portfolio  and  general
accounting records, compensation, including trustees' fees of any of the Trust's
trustees,  officers  or  employees  who are not  officers  of Reich & Tang Asset
Management,  Inc., the sole general  partner of the Manager,  and costs of other
personnel providing services to the Trust, costs of shareholder's reports, proxy
solicitations,  and Trust  meetings,  expenses  of  servicing  shareholders  and
shareholder  accounts,  fees and expenses to qualify the Trust's shares for sale
under  Federal and State  securities  laws and  expenses of printing the Trust's
prospectuses  and statements of additional  information.  (See  "Management  and
Investment Management  Contract",  "Distribution and Service Plan" and "Expenses
of the Trust" herein.)

The value of Trust shares will fluctuate with changes in the market value of its
portfolio  securities.  The  Trust's  shares  are  not  guaranteed  by the  U.S.
Government.

Dividends  of net  investment  income are  declared on each Trust  Business  Day
(weekdays,  Monday through Friday,  except customary  national holidays and Good
Friday) and paid after the close of business on the  fifteenth day of each month
or after the close of business on the previous business day, if the fifteenth is
not a Trust  Business  Day.  (See  "Dividends  and Federal  Income Tax  Matters"
herein.)

IRA and other  retirement  plans  utilizing  the Trust as an  investment  medium
provide Federal income tax benefits for qualified participants. (See "Individual
Retirement Accounts" herein.)

Exchange  privileges are offered whereby  shareholders of the Trust are entitled
to exchange some or all of their shares in the Trust for shares of certain other
investment  companies  which  retain  Reich  & Tang  Asset  Management  L.P.  as
investment adviser or manager. (See "Exchange Privilege" herein.)

An investment in the Trust entails  certain risks,  including  risks  associated
with the purchase of when-issued  securities and  repurchase  agreements.  Risks
factors are further described under "Investment Objectives,  Policies and Risks"
herein.

INVESTMENT OBJECTIVES, POLICIES AND RISKS

The  investment  objective  of the  Trust is to seek as high a level of  current
income as is  consistent  with prudent  investment  risk by investing  solely in
securities that are issued or guaranteed by the U.S.  Government or its agencies
and  instrumentalities  and  backed by the full  faith and  credit of the United
States ("U.S. Government Securities") and in repurchase agreements pertaining to
such U.S. Government

                                       3
<PAGE>


Securities. There can be no assurance that the Trust's investment objective will
be achieved.  The Trust's  investment  objective  and its  investment  policy of
investing solely in U.S.  Government  Securities are deemed  fundamental and may
not be changed  without  shareholder  approval.  The  Trust's  other  investment
policies  are not  fundamental  and,  therefore,  may be changed by the Trustees
without shareholder approval.

U.S.  Government  Securities include (i) U.S. Treasury  obligations which differ
only in their interest rates,  maturities and times of issuance as follows: U.S.
Treasury bills (maturity of one year or less),  U.S.  Treasury notes (maturities
of one to ten years) and U.S.  Treasury bonds  (generally  maturities of greater
than ten years);  and (ii) obligations  issued or guaranteed by U.S.  Government
agencies and  instrumentalities  that are supported by the full faith and credit
of the United  States  (such as  securities  issued by the  Government  National
Mortgage  Association,  the Federal  Housing  Administration,  the Department of
Housing and Urban  Development,  the  Export-Import  Bank, the General  Services
Administration and the Maritime  Administration and certain securities issued by
the Farmers' Home  Administration  and the Small Business  Administration).  The
maturities  of U.S.  Government  Securities  usually  range from three months to
thirty years.

Securities of the Government National Mortgage Association ("GNMA") include GNMA
Certificates,  which are mortgage-backed  securities representing part ownership
of a pool of mortgage  loans.  Such loans are initially  made by lenders such as
mortgage  bankers,  commercial  banks and savings and loan  associations and are
either  insured  by  the  Federal  Housing   Administration   or  Farmers'  Home
Administration or guaranteed by the Veterans Administration.  A GNMA Certificate
represents an interest in a specific pool of such mortgages  which,  after being
approved by GNMA, is offered to investors through securities dealers.  The Trust
will invest in GNMA Certificates only of the "fully modified  pass-through" type
which are  guaranteed as to timely payment of principal and interest by the full
faith and credit of the U.S. Government.

The average life of a GNMA Certificate is likely to be  substantially  less than
the original  maturity of the mortgage pools  underlying the securities,  due to
prepayments  of principal by  mortgagors  and mortgage  foreclosures  which will
usually  result in the return of the greater part of principal  investment  long
before the maturity of the  mortgages in the pool.  The  occurrence  of mortgage
prepayments is affected by many factors  including the level of interest  rates,
general  economic  conditions,  the  location  and age of the mortgage and other
social and demographic conditions. At the time principal prepayments or payments
upon  foreclosure  are received by the Trust,  prevailing  interest rates may be
higher or lower than the  current  yield of the Trust's  portfolio.  Prepayments
often occur following a decline in interest  rates,  in which case  reinvestment
will  take  place  at a  lower  interest  rate  than  the  rate  on the  prepaid
obligation.  Foreclosures impose no risk to principal  investment because of the
GNMA guarantee;  however,  inasmuch as foreclosures  will involve a repayment of
principal to the Trust,  the Trust's yield on its portfolio  securities  will be
affected if reinvestment takes place at a higher or lower interest rate.

The prices of U.S. Government Securities, like conventional bonds, are inversely
affected  by changes in interest  rate  levels.  A decrease  in rates  generally
produces  an  increase  in the value of the  portfolio's  investments,  while an
increase in rates generally  reduces the value of these  investments.  Investors
should be prepared to accept the principal  volatility  normally associated with
investment  in longer term fixed  income  securities  and should not rely on the
Trust for their  short-term  financial  needs. The Trust is not intended to be a
vehicle for trading on short-term  swings in the market.  The Trust may purchase
U.S. Government  Securities on a "when-issued" basis. When such transactions are
negotiated,  the price, which is generally expressed in yield terms, is fixed at
the time the  commitment  is made,  but delivery and payment for the  securities
take place at a later  date.  The use of  when-issued  transactions  enables the
Trust to hedge against an anticipated  decline in interest rates and increase in
prices.  However,  if the  Trust's  Manager  were to  forecast  incorrectly  the
direction of interest rate  movement,  the Trust might be required to complete a
when-issued  transaction  at a price  inferior to the current  market price.  No
when-issued commitments will be made if, as a result, more than 20% of the value
of the Trust's  total  assets  would be  committed  to such  transactions.  (See
"Investment Policies" in the Statement of Additional Information.)

Repurchase Agreements

In order to maintain liquidity to meet anticipated  redemptions or for temporary
defensive  purposes,  the Trust's  investment  portfolio may include  repurchase
agreements with banks and dealers in U.S.  Government  Securities.  A repurchase
agreement  involves the purchase by the Trust of an  investment  contract from a
bank or a dealer in U.S. Government Securities which contract is secured by U.S.
Government  obligations whose value is equal to or greater than the value of the
repurchase agreement including the agreed upon interest.  The agreement provides
that the institution will repurchase the underlying securities at an agreed upon
time and price.  The total amount received on repurchase  would exceed the price
paid by the Trust,  reflecting  an agreed upon rate of  interest  for the period
from the date of the repurchase  agreement to the settlement date, and would


                                       4
<PAGE>

not be related to the interest rate on the underlying securities. The difference
between the total amount to be received upon the  repurchase  of the  securities
and the price  paid by the Trust  upon their  acquisition  is  accrued  daily as
interest.  The Trust requires continual  maintenance by the Trust's custodian of
the market value of underlying  collateral in amounts equal to, or in excess of,
the value of the repurchase agreement including the agreed upon interest. If the
institution  defaults  on  the  repurchase  agreement,  the  Trust  will  retain
possession of the underlying securities.  In addition, if bankruptcy proceedings
are commenced  with respect to the seller,  realization on the collateral by the
Trust may be delayed or limited  and the Trust may incur  additional  costs.  In
such case the Trust  will be  subject to risks  associated  with  changes in the
market value of the collateral securities. The Trust intends to limit repurchase
agreements to transactions with institutions  believed by the Trust's Manager to
present minimal credit risk. Repurchase agreements may be considered to be loans
under the 1940 Act.

Portfolio Turnover

The Trust  intends  to  invest  for  long-term  purposes.  However,  the rate of
portfolio turnover will depend upon market and other conditions, and it will not
be a limiting  factor when the Trust's Manager  believes that portfolio  changes
are appropriate.  It is anticipated that the annual portfolio turnover rate will
generally not exceed 100%. A 100% turnover rate would occur, for example, if all
of the  securities  in the Trust are replaced  once within a period of one year.
The Trust will not normally engage in short-term  trading but reserves the right
to do so. The Trust's portfolio  turnover rate was 25.43% during the fiscal year
ended February 28, 1995. (See "Selected Financial Information" herein.)

INVESTMENT RESTRICTIONS

The Trust has adopted the  following  investment  restrictions  which may not be
changed without shareholder approval. The Trust may not:

1.       Invest  more  than 5% of the value of its  total  assets in  repurchase
         agreements purchased from any one seller,  except that up to 25% of the
         value of the Trust's  total  assets may be invested  without  regard to
         this limitation;

2.       Borrow  money except from banks for  temporary  or emergency  purposes,
         including  the meeting of redemption  requests  which might require the
         untimely disposition of securities.  Borrowing in the aggregate may not
         exceed 15%, and borrowing for purposes  other than meeting  redemptions
         may not exceed 5% of the value of the Trust's  total assets  (including
         the  amount  borrowed)  less  liabilities  (not  including  the  amount
         borrowed) at the time the borrowing is made.  Outstanding borrowings in
         excess of 5% of the value of the  Trust's  total  assets will be repaid
         before any subsequent investments are made;

3.       Make loans,  except that the Trust may purchase the debt securities and
         repurchase agreements described in "Investment Objectives, Policies and
         Risks" herein;

4.       Pledge, hypothecate,  mortgage or otherwise encumber its assets, except
         in an amount  of not more than 15% of the value of its total  assets to
         secure borrowings for temporary or emergency purposes; or

5.       Invest more than 10% of the value of its net assets in the aggregate in
         securities  for  which  there  is  no  readily   available  market  and
         repurchase agreements maturing in more than 7 days.

If a percentage  restriction  is adhered to at the time an investment is made, a
later change in  percentage  resulting  from changes in the value of the Trust's
portfolio  securities will not be considered a violation of the Trust's policies
or restrictions.

HOW TO PURCHASE AND REDEEM SHARES

Investors  who have  accounts with  organizations,  such as securities  brokers,
banks and financial  institutions  or other  industry  professionals,  which are
capable of maintaining  automated data exchange  arrangements with the Trust and
which  have  entered  into  agreements  with the Trust to do so  ("Participating
Organizations"),   may  invest  in  the  Trust   through   their   Participating
Organizations.  (See "Investment through Participating  Organizations"  herein.)
All  other  investors,  and  investors  who  have  accounts  with  Participating
Organizations  but  who  do not  wish  to  invest  in the  Trust  through  their
Participating  Organizations,  may  invest in the Trust  directly.  (See  "Other
Purchase and Redemption  Procedures"  herein.) The minimum initial investment in
the Trust is $1,000 for Participating  Organizations purchasing shares for their
own account and for shareholders who invest through Participating  Organizations
and is  $5,000  for  other  shareholders.  There is no  minimum  for  subsequent
investments.

The Trust sells and redeems its shares on a continuous  basis at their net asset
value next determined after receipt of an order and does not impose a sales load
for either sales or redemptions.  All  transactions in Trust


                                       5
<PAGE>

shares are effected through the Trust's transfer agent, which accepts orders for
purchases and redemptions from Participating Organizations and from shareholders
directly.

In order to  maximize  earnings,  the  Trust  normally  has its  assets as fully
invested as is  practicable.  Many securities in which the Trust 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 Trust
does not accept a subscription  until the investor's  payment has been converted
by the Trust's transfer agent into Federal Funds.

Shares  will be issued as of the first  determination  of the  Trust's net asset
value per share made after receipt of the investor's  purchase order accompanied
by Federal Funds. Except as described below in the case of certain Participating
Organizations (see "Investment Through Participating  Organizations" herein), an
investor's  funds will not be invested by the Trust during the period before the
Trust's  receipt of Federal  Funds and its issuance of Trust  shares.  The Trust
reserves the right to reject any subscription to its shares.

Shares  are issued as of 4:00 p.m.,  New York City time,  on any Trust  Business
Day,  as  defined  herein,  on which an order for the  shares  and  accompanying
Federal Funds are received by the Trust's transfer agent before 4:00 p.m. Orders
accompanied  by Federal Funds and received  after 4:00 p.m. on a Trust  Business
Day will not result in share issuance until the following Trust Business Day.

Share  certificates are issued only upon the written request to the Trust of the
purchaser.  No  certificates  are  issued  for  fractional  shares or for shares
redeemable by telephone.

There  is no  redemption  charge,  no  minimum  period  of  investment,  and  no
restriction on frequency of  redemptions.  Proceeds of  redemptions  are paid in
cash. (See "Redemption of Shares" herein.)

The date of payment upon  redemption  may not be  postponed  for more than seven
days after shares are tendered for  redemption,  and the right of redemption may
not be  suspended,  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 Trust of its  securities is not reasonably  practicable or
as a result of which it is not  reasonably  practicable  for the Trust 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 Trust.

Redemption  requests  received,  in proper form, by the Trust's  transfer  agent
before  4:00  p.m.,  New York City  time,  on any  Trust  Business  Day,  become
effective  at 4:00 p.m.  that day at that day's net asset  value.  A  redemption
request received after 4:00 p.m. on any Trust Business Day becomes  effective on
the next Trust Business Day at that day's net asset value.  Shares  redeemed are
entitled to  participate in dividends  declared on the day a redemption  becomes
effective.

INVESTMENT THROUGH PARTICIPATING ORGANIZATIONS

Persons  may,  if they  wish,  invest in the  Trust  through  the  Participating
Organizations with which they have accounts.  When instructed by its customer to
purchase or redeem Trust shares,  the Participating  Organization,  on behalf of
the customer,  transmits to the Trust'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 shares purchased  through
Participating Organizations.

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

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 Trust  directly may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders who invest in the Trust directly. A Participant
Investor should read this Prospectus in conjunction with the materials  provided
by the  Participating  Organization  describing the procedures under which Trust
shares may be purchased and redeemed through the Participating

                                       6
<PAGE>


Organization  and any fees and  limitations  which  may be  applicable  to those
procedures.  Participating  Organizations  may  receive  compensation  from  the
Distributor  pursuant  to  a  Distribution  Plan  adopted  by  the  Trust.  (See
"Distribution and Service Plan" herein.)

OTHER PURCHASE AND REDEMPTION PROCEDURES

The following purchase and redemption  procedures apply to investors who wish to
invest in the Trust directly and not through Participating Organizations.  These
investors may obtain 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 whose Participating
Organizations  have undertaken to provide  confirmations,  will receive from the
Trust  individual  confirmations of each purchase and redemption of Trust shares
(other than draft check  redemptions) and a monthly  statement listing the total
number of Trust shares owned as of the  statement  closing  date,  purchases and
redemptions  of Trust shares  during the month  covered by the statement and the
dividends paid on Trust shares of each  shareholder  during the statement period
(including dividends paid in cash or reinvested in additional Trust shares).

Initial Purchase of Shares

Mail

Investors may send a check made payable to "Reich & Tang  Government  Securities
Trust" and a completed subscription order form to:

  Reich & Tang Government Securities Trust
  Reich & Tang Mutual Funds
  600 Fifth Avenue
  New York, New York 10020

Checks  are  accepted  subject  to  collection  at full  value in United  States
currency  and  conversion  into Federal  Funds.  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 up to 15 days to  convert  into  Federal  Funds.  An
investor's  subscription  will not be accepted until the Trust receives  Federal
Funds.

Bank Wire

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

  DST Systems, Inc.
  ABA # 101003621
  DDA # 890752-953-8
  For Reich & Tang Government Securities Trust
  Account of (Investor's Name)________________________
  Fund Account # 0345_________________________________
  SS #/Tax ID #_______________________________________

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

The investor planning to wire funds should instruct his bank early in the day so
the wire transfer can be accomplished the 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 Trust  does not charge  investors  in the
Trust for its  receipt of wire  transfers.  Payment in the form of a "bank wire"
received prior to 4:00 p.m., New York City time, on a Trust Business Day will be
treated as a Federal Funds payment  received on that day. Payment in the form of
a "bank wire"  received after 4:00 p.m., New York City time, on a Trust Business
Day will be  treated  as a Federal  Funds  payment  received  on the next  Trust
Business Day.

Personal Delivery

Deliver a check made payable to "Reich & Tang Government Securities Trust" along
with a completed subscription order form to:


                                       7
<PAGE>


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

Subsequent Purchases of Shares

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

  Reich & Tang Government Securities Trust
  Mutual Funds Group
  P.O. Box 16815
  Newark, New Jersey 07101-6815

There is no minimum for each  subsequent  purchase.  All payments should clearly
indicate the shareholder's account number.

Provided that the  information on the  subscription  order form on file with the
Trust is still applicable,  a shareholder may reopen an account without filing a
new  subscription  order  form at any time  during  the  year the  shareholder's
account is closed or during the following calendar year.

Redemption of Shares

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with, the next  determination of net asset value per share following
receipt  by  the  Trust's  transfer  agent  of the  redemption  order  (and  any
supporting  documentation  which it may require).  Normally payment for redeemed
shares is made on the next Trust  Business Day after the redemption is effected,
provided the  redemption  request is received  prior to 4:00 p.m., New York City
time.  However,  redemption  requests  will not be  effected  until  all  checks
(including a certified  or  cashier's  check) in payment for the purchase of the
shares to be redeemed  have been cleared,  currently  considered by the Trust to
occur up to 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 Trust'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  and signed 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
Trust's transfer agent's standards and procedures (guarantees by notaries public
are not acceptable).

Written Requests

Shareholders  may make a redemption in any amount by sending a written  request,
together with any certificates that may have been previously issued, to:

  Reich & Tang Government Securities Trust
  Reich & Tang Mutual Funds
  600 Fifth Avenue - 8th Floor
  New York, New York 10020

All  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.

Telephone

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

A  shareholder   making  a  telephone   withdrawal  should  call  the  Trust  at
212-830-5220;  outside New York State at 800-221-3079  and state (i) the name of
the shareholder  appearing on the Trust's records,  (ii) his account


                                       8
<PAGE>


number  with the Trust,  (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  investor  on the next  Trust  Business  Day after the
redemption is effected,  provided the  redemption  request is received  prior to
4:00 p.m., New York City time. If the redemption  request is received after 4:00
p.m.,  New York City time,  the  redemption is effected on the  following  Trust
Business  Day at that day's net asset value and the proceeds are usually sent to
the investor on the second  following Trust Business Day. The Trust reserves the
right to  terminate  or modify  the  telephone  redemption  service at any time.
During times of severe  disruptions  in the  securities  markets (or the economy
generally),   shareholders  may  experience  difficulties  in  making  telephone
redemption requests.

Specified Amount Automatic Withdrawal Plan

Shareholders  may elect to redeem shares and receive payment from the Trust of a
specified  amount  of  $50  or  more  automatically  on  a  monthly,  quarterly,
semi-annual  or annual  basis.  A specified  amount plan  payment is made by the
Trust on the 23rd day of each month.  Whenever such 23rd day of a month is not a
Trust  Business  Day,  the payment date is the Trust  Business  Day  immediately
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 Trust 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.  A shareholder  may
recognize  a gain or a loss upon  redemption  of shares to the extent the amount
received  upon  redemption  exceeds  or is less  than his  basis  in the  shares
redeemed.

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 by sending a written request to the Trust's transfer agent.

EXCHANGE PRIVILEGE

Shareholders  of the Trust are entitled to exchange  some or all of their shares
in the Trust for shares of certain other investment companies which retain Reich
& Tang  Asset  Management  L.P.  as  investment  adviser  or  manager  and which
participate  in the exchange  privilege  program with the Trust.  Currently  the
exchange privilege program has been established between the Trust and California
Daily Tax Free Income Fund, Inc.,  Connecticut 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 adviser or manager.

An exchange of shares in the Trust  pursuant to the  exchange  privilege  is, in
effect,  a  redemption  of Trust  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 will normally  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
exchanges.   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 insure 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.

The  exchange  privilege  provides  shareholders  of the Trust 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  the  investment  company  being
acquired may legally be sold.  Shares may be exchanged  only between  investment
company accounts registered in identical names.  Before making an exchange,  the
investor  should review the current  prospectus of the  investment  company into
which the  exchange is to be made.  Prospectuses  may be obtained by  contacting
Reich & Tang Mutual Funds at the address or telephone number listed on the cover
of this Prospectus.

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

  Reich & Tang Government Securities Trust
  Reich & Tang Mutual Funds
  600 Fifth Avenue
  New York, New York 10020


                                       9
<PAGE>


or by  telephoning  the  Trust  at  212-830-5220  (within  New  York  State)  or
800-221-3079  (outside New York State).  The Trust  reserves the right to reject
any exchange request and may modify or terminate the exchange  privilege upon 60
days' notice to shareholders.

INDIVIDUAL RETIREMENT ACCOUNTS

A form of individual  retirement  account (an "IRA") is available from the Trust
for  investment  in  shares  of the  Trust.  This  form  may  be  used  for  the
contributions  described below as well as for eligible rollover contributions of
distributions   received   from   qualifying   employer-sponsored   pension  and
profit-sharing  plans and from other IRAs. Under the form, all assets in the IRA
are automatically invested in Trust shares,  including all dividends and capital
gain  distributions  paid on Trust shares held in the IRA.  Investors  Fiduciary
Trust Company acts as custodian of an IRA  established  pursuant to the form and
charges the following fees for custodian services: a $10 fee to open the IRA; an
annual maintenance fee of $10; and a $10 fee for each distribution from the IRA.

Individuals  generally  may make IRA  contributions  of up to  $2,000  annually.
However,  the  deductibility of an individual's IRA contribution will be reduced
if the individual or, in the case of a married individual, either the individual
or the  individual's  spouse is an active  participant in an  employer-sponsored
retirement plan. Thus, in the case of an active participant,  the deduction will
not be available for an individual  with adjusted gross income above $35,000,  a
married  couple filing a joint return with  adjusted  gross income above $50,000
and a married  individual  filing  separately  with adjusted  gross income above
$10,000.  In addition,  an individual with a non-working  spouse may establish a
separate IRA for the spouse and  annually  contribute a total of up to $2,250 to
the two IRAs, provided that no more than $2,000 may be contributed to the IRA of
either spouse.

Withdrawals  from an IRA,  other than that  portion,  if any, of the  withdrawal
considered to be a return of the investor's  non-deductible  IRA  contributions,
are taxed as ordinary income when received. Such withdrawals may be made without
penalty after the participant reaches age 591/2, and must commence no later than
shortly after age 701/2. Withdrawals before age 591/2 or the failure to commence
withdrawals on a timely basis after age 701/2 may involve the payment of certain
penalties.

To encourage  investments  by existing  and new IRAs,  the Trust has lowered the
minimum for initial IRA  investments to $250.  There is no minimum on subsequent
IRA investments.

An investor should contact the Trust to obtain further information  concerning a
Trust IRA and required disclosure statement. His tax adviser should be consulted
as well.

CUSTODIAN AND TRANSFER AGENT

DST Ssyemes,  Inc., 127 West 10th Street,  Kansas City,  Missouri  64105, is the
custodian  for the Trust's cash and  securities  and is the  transfer  agent and
dividend  agent for the  shares of the Trust.  The  Trust's  transfer  agent and
custodian does not assist in and is not responsible for any investment decisions
involving assets of the Trust.

MANAGEMENT AND INVESTMENT MANAGEMENT CONTRACT

The  business  and affairs of the Trust are managed  under the  direction of the
Trustees. The Trust has retained as its

a Delaware  limited  partnership  with its principal office at 600 Fifth Avenue,
New York, New York 10020.  The Manager was at May 31, 1995  investment  manager,
adviser or supervisor  for assets  aggregating  in excess of $7.4  billion.  The
Manager acts as investment manager or administrator of eighteen other investment
companies and also advises pension trusts, profit-sharing trusts and endowments.

Effective  October 1, 1994,  the Board of  Directors  of the Fund  approved  the
re-execution of the Investment  Management Contract and Administrative  Services
Contract with the Manager.  The Manager's  predecessor,  New England  Investment
Companies,  L.P. ("NEICLP") is the limited partner and owner of a 99.5% interest
in the newly created limited  partnership,  Reich & Tang Asset  Management L.P.,
the Manager. Reich & Tang Asset Management,  Inc. (a wholly-owned  subsidiary of
NEICLP) is the general  partner and owner of the  remaining  .5% interest of the
Manager.  Reich & Tang Asset Management L.P. has succeeded NEICLP as the Manager
of the Fund.  The  re-execution  of the Investment  Management  Contract did not
result in "assignment" of the Investment  Management  contract with NEICLP under
the 1940 Act,  since there is no change in actual  control or  management of the
Manager  caused by the  re-execution.  New England  Investment  Companies,  Inc.
("NEIC"),  a  Massachusetts  corporation,  serves as the sole general partner of
NEICLP.  The New England Mutual Life Insurance  Company ("The New England") owns
approximately  68.1% of the total partnership  units outstanding of NEICLP,  and
Reich & Tang, Inc. owns approximately 22.8% of the outstanding partnership units
of NEICLP.  In addition,  NEIC is a  wholly-owned  subsidiary of The New England
which may be deemed a  "controlling  person" of the  Manager.  NEIC is a holding
company offering a broad array of investment styles


                                       10
<PAGE>


across  a  wide   range   of   asset   categories   through   eight   investment
advisory/management  affiliates  and  three  distribution  subsidiaries.   These
include, in addition to the Manager, Loomis, Sayles & Company, L.P., Copley Real
Estate Advisors,  Inc., Back Bay Advisors,  L.P.,  Marlborough Capital Advisors,
L.P.,  Westpeak  Investment  Advisors,   L.P.,  Draycott  Partners,   Ltd.,  TNE
Investment  Services,  L.P.,  New England  Investment  Associates,  Inc., and an
affiliate,  Capital Growth Management Limited  Partnership.  These affiliates in
the  aggregate  are  investment  advisors  or  managers  to 57 other  registered
investment companies.

The  re-executed  Investment  Management  Contract and  Administrative  Services
Contract  contain  the  same  terms  and  conditions   governing  the  Manager's
investment  management  and  administrative   responsibilities  as  the  Trust's
previous  Investment  Management  Contract and Administrative  Services Contract
except for (i) the dates of execution and (ii) the identity of the Manager.

The Investment  Management  Contract provides that the Manager will receive from
the Trust a fee, computed daily and paid monthly,  at the annual rate of .35% of
the average daily net assets of the Trust.  In addition to  management  services
with respect to the purchase and sale of securities,  the fee includes  payments
for  overall  management  of the  Trust.  Reich & Tang  Distributors  L.P.  (the
"Distributor")  receives  a fee  equal  to .25 of 1% per  annum  of the  Trust'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 Trust shares. (See "Distribution
and Service Plan" herein.) Under the Investment  Management Contract the Manager
also  provides  persons  satisfactory  to the  Trustees to act as its  officers.
Certain  officers as well as certain  other  employees  and the  Trustees 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. Robert F.
Hoerle,  Chairman and a Trustee of the Trust, has been primarily responsible for
the day-to-day  management of the Trust's portfolio since its inception in 1986.
Mr. Hoerle was formerly  Chairman and Director of Reich & Tang,  Inc. with which
he was  associated  with  from  February  1971  to  September  1993.  He is also
Chairman,  President  and a  Director  of  Reich  & Tang  Equity  Fund,  Inc.  A
description of Mr. Hoerle's business experience is set forth under "Management -
Trustees and Officers" in the Statement of Additional  Information.  The Trust's
Annual Report for the trust year ending  February 28, 1995 contains  information
regarding the Trust's  performance and will be provided,  without  charge,  upon
request.

For its  services  under  the  Administrative  Services  Contract,  the  Manager
receives a fee equal to .20% per annum of the Trust'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 Trust shares (see "Distribution and
Service Plan" herein).

Pursuant to the  Administrative  Services  Contract  for the Trust,  the Manager
performs  clerical,  accounting  supervision and other office services,  such as
dealing  with  unusual   shareholder   problems  and   assisting   Participating
Organizations  in dealing  with the  transfer  agent,  which the  Manager is not
required to furnish under the Investment Management Contract.  In addition,  the
Manager also provides the Trust with personnel to (i) supervise the  performance
of bookkeeping and related  services by Investors  Fiduciary Trust Company,  the
Trust's  bookkeeping  agent, (ii) prepare reports to and filings with regulatory
authorities  and (iii) perform such other services as the Trust may from time to
time request of the Manager. The personnel rendering these services, who may act
as officers of the Trust, may be employees of the Manager or its affiliates. The
cost to the  Trust of these  services  must be  agreed  to by the  Trust  and is
intended to be no higher  than the actual cost to the Manager or its  affiliates
of providing  the  services.  The Trust does not pay for  services  performed by
employees  of  the  Manager  or its  affiliates  or  for  investment  management
services.  The Trust may from time to time hire its own employees or contract to
have  services  performed  by third  parties,  which may  include  Participating
Organizations and other broker-dealers,  and the management of the Trust intends
to do so whenever it appears advantageous to the Trust.

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.)

DISTRIBUTION AND SERVICE PLAN

Rule 12b-1 (the "Rule")  under the 1940 Act regulates  the  circumstances  under
which an investment  company may,  directly or indirectly,  bear the expenses of
distributing its shares. The Rule defines  distribution  expenses to include the
cost of "any  activity  which is  primarily  intended  to  result in the sale of
(trust)  shares." The Rule  provides,  among other  things,  that an  investment
company  may bear  distribution  expenses  only  pursuant  to a plan  adopted in
accordance  with the Rule.  Because  certain  proposed  expenditures,  described
below, by the


                                       11
<PAGE>


Trust,  the Manager and the  Distributor  could be deemed to involve  payment of
distribution expenses by the Trust, the Trustees have adopted a Distribution and
Service Plan (the "Plan") and,  pursuant to the Plan, the Trust has entered into
a  Distribution  Agreement  and  a  Shareholder  Servicing  Agreement  with  the
Distributor.

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

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

The Shareholder Servicing Agreement includes provisions allowing the Manager and
Distributor  to  defray  the cost of, or  compensate  other  persons,  including
Participating  Organizations and other  organizations whose customers or clients
are Trust shareholders, for providing shareholder, administrative and accounting
services to the Trust. Under the Shareholder Servicing Agreement the Manager and
Distributor  may also  compensate the foregoing  persons and  organizations  for
providing  assistance  in  distributing  the  Trust's  shares.  The  Shareholder
Servicing  Agreement  further  contemplates that the Manager and Distributor may
pay  for the  preparation  and  printing  of  brochures  and  other  promotional
materials,   mailings  to  prospective   shareholders,   advertising  and  other
activities  in  connection  with the  distribution  of the Trust's  shares.  The
Shareholder Servicing Agreement provides that the Distributor will receive a fee
at the annual rate of .25% of the average daily net assets of the Trust.

The Glass-Steagall Act and other applicable laws and regulations  prohibit banks
and other depository institutions from engaging in the business of underwriting,
selling or distributing most types of securities. However, in the opinion of the
Manager  based on the  advice of  counsel,  these  laws and  regulations  do not
prohibit  such  depository   institutions  from  providing  other  services  for
investment companies such as the purchase and redemption  procedures referred to
above.  The Trust's  Trustees will  consider  appropriate  modifications  to the
Trust's  operations,  including  discontinuance  of any payments then being made
under the Plan to banks and other depository  institutions,  in the event of any
future change in such laws or  regulations  which may affect the ability of such
institutions to provide the above-mentioned services. It is not anticipated that
the  discontinuance  of payments to such an institution  would result in loss to
shareholders  or change in the  Trust's  net asset  value.  In  addition,  state
securities laws on this issue may differ from the interpretations of Federal law
expressed  herein  and banks  and  financial  institutions  may be  required  to
register as dealers pursuant to state law.

Under  the  Plan,  the  Manager  and the  Distributor  may  defray  their  costs
associated  with the  distribution of the Trust's shares from payments under the
Shareholder   Servicing  Agreement,   its  other  revenues  (which  may  include
management or advisory  fees received from the Trust and  management or advisory
fees received from other investment companies) and past profits. The Distributor
in its sole discretion,  will determine the amount of its payments made pursuant
to the Plan,  but no such  payment  will  increase the amount which the Trust is
required  to pay to the Manager  and the  Distributor  for any fiscal year under
either the Investment  Management  Contract in effect for that year or under the
Shareholder Servicing Agreement in effect for that year, or otherwise.

Under the Plan, the Trust defrays (i) telecommunications expenses, including the
cost of  dedicated  lines and CRT  terminals,  incurred  by the  Manager and the
Distributor in carrying out their  obligations  under the Shareholder  Servicing
Agreement and (ii) the costs of preparing  and printing the Trust's  prospectus,
statement of additional  information and subscription  application  forms and of
delivering them to existing and new shareholders of the Trust. In addition,  the
Trust may defray all or part of the costs of preparing  and  printing  brochures
and  other  promotional  materials  and of  delivering  prospectuses  and  those
materials to  prospective  shareholders  of the Trust.  The payments made by the
Trust for the expenses referred to in this paragraph will not exceed in any year
 .05% of the  Trust's  average  daily net assets for the year.  The Trust made no
payments  pursuant  to the  provisions  of the Plan for the  fiscal  year  ended
February 28, 1995.

Under the Plan,  the Trust is not obligated to pay any  distribution  expense in
excess of the shareholder  servicing fee and other expenses described above, and
any  distribution  expenses accrued by the Distributor in one fiscal year of the
Trust may not be paid from the shareholder servicing fee received from the Trust
in subsequent  fiscal years of the Trust.  Thus, if the Plan were  terminated no
amounts (other than amounts accrued but not yet paid) would be owed by the Trust
to the Distributor or otherwise payable by the Trust for distribution  expenses.
In addition,  shareholder servicing fee received from the Trust will not be used
to pay any interest  expense,  carrying  charges or other  financing  costs,  or
allocation  of  overhead  of the  Manager or the  Distributor.  The  shareholder
servicing fee is not intended to be a source of profit to the Distributor.


                                       12
<PAGE>


EXPENSES OF THE TRUST

The Manager has agreed to  reimburse  the Trust for its expenses  (exclusive  of
interest,  taxes, brokerage and extraordinary expenses) which in any year exceed
the limits prescribed by any state in which the Trust's shares are qualified for
sale. The Trust may elect not to qualify its shares for sale in every state. The
Manager of the Trust believes that currently the most restrictive  expense ratio
limitation imposed by any state is 21/2% of the first $30 million of the Trust's
average  net  assets,  2% of the next $70  million of its average net assets and
11/2% of its  average net assets in excess of $100  million.  For the purpose of
this obligation to reimburse expenses, the Trust's annual expenses are estimated
and accrued daily,  and any appropriate  estimated  payments are made to it on a
monthly basis.

For the fiscal year ended  February 28, 1995,  the total  expenses for the Trust
were $240,688 of which $89,876 was waived by the Manager,  $46,826 was waived by
the Distributor and $837 were reimbursed.  Trust expenses,  net of the waiver of
fees by the Manager and the  reimbursement of certain Trust expenses,  were .55%
of the  average  daily net assets of the Trust.  The Manager has agreed to waive
all or,  depending on the asset growth of the Trust,  a portion of its fee under
the Investment  Management  Contract and the Distributor has agreed to waive all
or a portion of its fee under the  Shareholder  Servicing  Agreement  until such
time as the net assets of the Trust  exceed $20  million.  The  Manager  and the
Distributor will not be obligated to waive such fees after such time.

Subject to the Manager's obligation to pay for services performed by officers of
the Manager or its affiliates and for investment management services and certain
distribution and promotional  expenses under the Investment  Management Contract
and Distribution  Plan, the Trust has assumed  responsibility for payment of all
of its other  expenses,  including (a) brokerage and  commission  expenses,  (b)
Federal,  state and local taxes,  including issue and transfer taxes incurred by
or levied on the Trust, (c) certain insurance premiums,  (d) interest charges on
borrowings,  (e) charges and expenses of the Trust's custodian,  (f) charges and
expenses of persons  performing  issuance,  redemption,  transfer  and  dividend
disbursing  functions for the Trust, (g) recurring and  non-recurring  legal and
accounting  expenses,  including the  determination of net asset value per share
and the maintenance of portfolio and general  accounting  records,  (h) costs of
organizing and maintaining the Trust's  existence as a trust, (i)  compensation,
including Trustees' fees, of any of the Trust's trustees,  officers or employees
who are not officers of Reich & Tang Asset  Management,  Inc. and costs of other
personnel  providing services to the Trust, (j) costs of shareholder's  reports,
proxy solicitations and Trust meetings,  (k) expenses of servicing  shareholders
and  shareholder  accounts,  (l) fees and  expenses of  registering  the Trust's
shares under the appropriate  Federal  securities  laws and of qualifying  those
shares under applicable state securities laws, including expenses attendant upon
initial registration and qualifications of the Trust's shares and attendant upon
renewals of, or  amendments  to, those  registrations  and  qualifications,  (m)
expenses of printing  the Trust's  prospectuses  and  statements  of  additional
information  and  (n)  payment  of the  fees  provided  for  in  the  Investment
Management  Contract,   Administrative  Service  Contract  and  the  Shareholder
Servicing Agreement. In addition, under the Distribution Plan, the Trust may pay
for certain costs relating to the distribution of Trust shares.

DIVIDENDS AND FEDERAL INCOME TAX MATTERS

The Trust declares  dividends equal to its entire net investment  income on each
Trust  Business Day. The Trust  declares  dividends for  Saturdays,  Sundays and
holidays on the previous Trust Business Day. The Trust  generally pays dividends
after the close of business on the 15th day of each month, or after the close of
business  on the  previous  business  day if the 15th day of the  month is not a
Trust Business Day. Capital gains realized by the Trust, if any, are distributed
at least annually.

Each income  dividend and capital gains  distribution,  if any,  declared by the
Trust on its outstanding  shares will, at the election of each  shareholder,  be
paid in cash or  automatically  reinvested  in  additional  full and  fractional
shares of beneficial  interest of the Trust at the net asset value determined on
the date of payment.  Election to receive dividends and distributions in cash or
shares is made at the time the shares are  subscribed  for and may be changed by
written  notification  to the Trust at any time prior to the  record  date for a
particular  dividend or distribution.  If the shareholder  makes no election the
Trust will make the distribution in shares. There is no sales or other charge in
connection with the reinvestment of dividends and capital gains distributions.

The Trust  qualified for the fiscal year ended February 28, 1995 and intends for
each year  thereafter  to qualify as a regulated  investment  company  under the
Internal Revenue Code and as such will not be liable for Federal income taxes on
the net income and capital gains distributed to its shareholders.

For  Federal  income  tax  purposes,   dividends  of  net  ordinary  income  and
distributions  of net  realized  short-term  capital  gains by the  Trust to its
shareholders   are  taxable  to  the   shareholders   as  ordinary   income  and
distributions of net realized  long-term  capital gains are taxable as long-term
capital gains irrespective of the


                                       13
<PAGE>

length  of  time  a  shareholder  may  have  held  his  shares.   Dividends  and
distributions are so taxed even if the shareholder  elects to have the dividends
or  distributions  automatically  reinvested  in  additional  Trust  shares.  No
dividends or  distributions  will qualify for the  dividends-received  deduction
allowable to corporations.  Dividends and  distributions may be subject to state
and local taxes.  Distributions  by the Trust that are derived from  interest on
certain  obligations of the U.S.  Government and agencies  thereof may be exempt
from state and local taxes in certain  states.  Prior to  investing in shares of
the  Trust,  a  prospective  shareholder  may wish to  consult  his tax  adviser
concerning the state and local tax consequences of such an investment.

Shareholders  will be advised  annually  as to the tax status of  dividends  and
capital gains distributions.

The Trust is  required by Federal law to  withhold  31% of  reportable  payments
(which may include dividends,  capital gains distributions and redemptions) paid
to shareholders who have not complied with IRS  regulations.  In connection with
this  withholding  requirement,  a  shareholder  will be asked to certify on his
application  that the social security or tax  identification  number provided is
correct and that the  shareholder is not subject to 31% backup  withholding  for
previous underreporting to the IRS.

NET ASSET VALUE

The Trust determines the net asset value per share of the Trust as of 4:00 p.m.,
New York City time, by dividing the value of the Trust'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
number of shares  outstanding at the time the  determination  is made. The Trust
determines  its net asset value on each Trust  Business Day.  Trust Business Day
for this  purpose  means  weekdays  (Monday  through  Friday)  except  customary
national  business  holidays and Good Friday.  Purchases and redemptions will be
effected  at the time of  determination  of net asset value next  following  the
receipt of any purchase or  redemption  order.  (See "How To Purchase and Redeem
Shares" herein.)

Except as described  below,  debt  securities  are  normally  valued at the last
quoted bid price for those debt securities for which the over-the-counter market
is the primary market.  As authorized by the Board of Trustees,  debt securities
may be valued on the basis of  valuations  furnished by a pricing  service which
determines    valuations   based   upon   market    transactions   for   normal,
institutional-size trading units of such securities.  Securities for which there
is no such quotation or valuation and all other assets are valued in such manner
as the Board of Trustees in good faith deems  appropriate  to reflect their fair
value.

DESCRIPTION OF SHARES

Reich & Tang  Government  Securities  Trust was  established as a  Massachusetts
business trust under the laws of  Massachusetts  by an Agreement and Declaration
of Trust dated November 13, 1985. The Trust has an unlimited  authorized  number
of shares of  beneficial  interest.  These  shares are  entitled to one vote per
share with proportional voting for fractional shares. There are no conversion or
preemptive  rights in connection  with any shares of the Trust.  All shares when
issued in  accordance  with the  terms of the  offering  will be fully  paid and
non-assessable.  Shares of the Trust are  redeemable at net asset value,  at the
option of the shareholders. Prior to May 19, 1988, the name of the Trust was The
GNMA Income Trust.

As a  Massachusetts  business  trust,  the Trust is not  required to hold annual
shareholder  meetings.  Procedures for calling a  shareholder's  meeting for the
removal of Trustees of the Trust, similar to those set forth in Section 16(c) of
the 1940 Act, are available to shareholders of the Trust.

PERFORMANCE

From time to time the Trust  advertises  its  "yield"  and "total  return."  The
Trust's  yield for any 30-day (or one month)  period is computed by dividing the
net investment  income per share earned during such period by the maximum public
offering  price per share on the last day of the  period,  and then  annualizing
such 30-day (or one month) yield in accordance with a formula  prescribed by the
Securities  and  Exchange   Commission  which  provides  for  compounding  on  a
semi-annual  basis.  Advertisements  of the Trust's  total  return  disclose its
average  annual  compounded  total  return for a recent one year  period and the
period since  inception.  The Trust's  total return for this period is computed,
through  the  use  of a  formula  prescribed  by  the  Securities  and  Exchange
Commission,  by finding the average  annual  compounded  rate of return over the
period that would equate an assumed  initial amount invested to the value of the
investment  at the end of the period.  For purposes of computing  total  return,
income dividends and capital gains distributions paid on shares of the Trust are
assumed to have been reinvested when received.

INFORMATION FOR SHAREHOLDERS

All  shareholder  inquiries  should  be  directed  to  Reich  & Tang  Government
Securities  Trust,  600 Fifth  Avenue,  New  York,  New York  10020  (telephone:
212-830-5220 or outside New York State 800-221-3079).


                                       14
<PAGE>


The Trust sends to all its shareholders semi-annual unaudited and annual audited
reports, including a list of investment securities held.

The weighted  average  maturity of the Fund at the beginning of the fiscal year,
March 1, 1994, was a little over nine years,  and it had been  lengthened in the
previous few months through purchases of  intermediate-term  notes. We had begun
calendar  1994 with a relatively  negative  view of the outlook for bond prices,
having reduced the weighted  average maturity of the portfolio from eleven years
to seven years between  August and December of 1993.  The Federal  Reserve Board
had been  tightening  monetary  policy and this  stance,  along with  heightened
inflationary  expectations  due to the  strong  economy  brought  about  a sharp
decline in bond prices.  The  liquidation  of  derivatives  and  leveraged  bond
positions  caused one the worst  declines in bond  prices in many  years.  Thus,
seeking  to take  advantage  of sharply  lower  prices  and  higher  yields,  we
lengthened the average maturity of the portfolio to about ten years and retained
this profile  through the remainder of calendar 1994.  Real Bond yields appeared
to be very attractive. By June, the asset mix in the portfolio was skewed to the
short end with 55% of assets in three  year  maturities  or less,  11% in a five
year Treasury note, and 34% at the long end of the yield curve. We refer to this
profile as an  "abbreviated  bar-bell  curve".  We made  minimal  changes to the
portfolio for the  remainder of the calendar year and because the  preponderance
of  assets  were  at the  short  end of the  yield  curve,  performance  tracked
favorably  against  the index.  Calendar  year 1994  turned out to be one of the
worst  years in the bond  market  since  the  1930's.  Early in 1995 we began to
liquidate  postions in the Fund in order to meet asset  withdrawals.  The fiscal
year  ended on  February  28,  1995 with most of the Fund  assets in short  term
maturities.

<TABLE>
<CAPTION>
Comparison of change on value of $10,000 invested in the Reich & Tang Government
Securities Trust and Lehman Intermediate Bond Index

                  Reich & Tang      Lehman Intermediate

<S>                 <C>                 <C>      
05/18/88            10,000.00           10,000.00
02/28/89            10,341.00           10,459.00
02/28/90            11,542.62           11,629.36
02/28/91            12,902.35           12,949.29
02/28/92            14,349.99           14,415.15
02/28/93            16,301.59           15,924.42
02/28/94            17,170.46           16,550.25
02/28/95            17,381.66           16,911.05

</TABLE>































                                       15
<PAGE>


================================================================================
REICH & TANG                                600 Fifth Avenue, New York, NY 10020
GOVERNMENT SECURURITES TRUST                (212) 830-5220

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


                      STATEMENT OF ADDITIONAL INFORMATION

                                  July 3, 1995


Reich & Tang Government  Securities Trust (the "Trust") is a no-load,  open-end,
diversified,  management investment company. The Trust's investment objective is
to  seek as high a  level  of  current  income  as is  consistent  with  prudent
investment risk, by investing solely in securities that are issued or guaranteed
by the United States Government or its agencies or instrumentalities  and backed
by the full faith and credit of the United States ("U.S. Government Securities")
and in repurchase agreements pertaining to such U.S. Government Securities.

This  Statement  of  Additional  Information  is not a  prospectus  and is  only
authorized  for  distribution  when  preceded  or  accompanied  by  the  Trust's
prospectus dated July 3, 1995 (the  "Prospectus").  This Statement of Additional
Information  contains  additional  and more detailed  information  than that set
forth in the Prospectus and should be read in conjunction  with the  Prospectus,
additional  copies  of which  may be  obtained  without  charge  by  writing  or
telephoning  the Trust's  distributor,  Reich & Tang  Distributors  L.P., at the
address and telephone number set forth above.


<TABLE>
<CAPTION>
                                                 Table of Contents

<S>                                                 <C>                                                         <C>
Investment Policies..................................2        Redemption of Shares...............................9
Investment Restrictions..............................3        Net Asset Value...................................10
Management...........................................3        Description of Shares.............................10
Compensation Table...................................5        Counsel, Auditors, Custodian
Distribution and Service Plan........................7             and Transfer Agent...........................10
Expenses of the Trust................................8        General Information...............................10
Portfolio Transactions...............................8        Independent Auditor's Report......................12
Yield and Total Return Quotations....................9        Financial Statements..............................13
</TABLE>


<PAGE>


INVESTMENT POLICIES

U.S. Government Securities

The  investment  objective  of the  Trust is to seek as high a level of  current
income as is  consistent  with prudent  investment  risk by investing  solely in
securities that are issued or guaranteed by the United States  Government or its
agencies  and  instrumentalities  and backed by the full faith and credit of the
United States  ("U.S.  Government  Securities")  and inT  repurchase  agreements
pertaining to such U.S.  Government  Securities.  There can be no assurance that
the Trust's  investment  objective  will be  achieved.  The  Trust's  investment
objective  and its  investment  policy of  investing  solely in U.S.  Government
Securities are deemed  fundamental  and may not be changed  without  shareholder
approval.  The  Trust's  other  investment  policies  are not  fundamental  and,
therefore, may be changed by the Trustees without shareholder approval.

U.S.  Government  Securities include (i) U.S. Treasury  obligations which differ
only in their interest rates,  maturities and times of issuance as follows: U.S.
Treasury bills (maturity of one year or less),  U.S.  Treasury notes (maturities
of one to ten years) and U.S.  Treasury bonds  (generally  maturities of greater
than ten years);  and (ii) obligations  issued or guaranteed by U.S.  Government
agencies and  instrumentalities  that are supported by the full faith and credit
of the United  States  (such as  securities  issued by the  Government  National
Mortgage  Association,  the Federal  Housing  Administration,  the Department of
Housing and Urban  Development,  the  Export-Import  Bank, the General  Services
Administration and the Maritime  Administration and certain securities issued by
the Farmers' Home  Administration  and the Small Business  Administration).  The
maturities  of U.S.  Government  Securities  usually  range from three months to
thirty years.

Securities of the Government National Mortgage Association ("GNMA") include GNMA
Certificates,  which are mortgage-backed  securities representing part ownership
of a pool of mortgage  loans.  Such loans are initially  made by lenders such as
mortgage  bankers,  commercial  banks and savings and loan  associations and are
either  insured by the Federal  Housing  Administration  (FHA) or Farmers'  Home
Administration (FmHA) or guaranteed by the Veterans  Administration (VA). A GNMA
Certificate  represents an interest in a specific pool of such mortgages  which,
after  being  approved  by GNMA,  is offered  to  investors  through  securities
dealers.  The Trust will invest in GNMA Certificates only of the "fully modified
pass-through"  type which are  guaranteed as to timely  payment of principal and
interest by the full faith and credit of the U.S. Government.

The average life of a GNMA Certificate is likely to be  substantially  less than
the original  maturity of the mortgage pools  underlying the securities,  due to
prepayments  of principal by  mortgagors  and mortgage  foreclosures  which will
usually  result in the return of the greater part of principal  investment  long
before the maturity of the  mortgages in the pool.  The  occurrence  of mortgage
prepayments is affected by many factors  including the level of interest  rates,
general  economic  conditions,  the  location  and age of the mortgage and other
social and demographic conditions. At the time principal prepayments or payments
upon  foreclosure  are received by the Trust,  prevailing  interest rates may be
higher or lower than the  current  yield of the Trust's  portfolio.  Prepayments
often occur following a decline in interest  rates,  in which case  reinvestment
will  take  place  at a  lower  interest  rate  than  the  rate  on the  prepaid
obligation.  Foreclosures impose no risk to principal  investment because of the
GNMA guarantee;  however,  inasmuch as foreclosures  will involve a repayment of
principal to the Trust,  the Trust's yield on its portfolio  securities  will be
affected if reinvestment takes place at a higher or lower interest rate.

The prices of U.S. Government Securities, like conventional bonds, are inversely
affected  by changes in interest  rate  levels.  A decrease  in rates  generally
produces  an  increase  in the value of the  portfolio's  investments,  while an
increase in rates generally  reduces the value of these  investments.  Investors
should be prepared to accept the principal  volatility  normally associated with
investment  in longer term fixed  income  securities  and should not rely on the
Trust for their  short-term  financial  needs. The Trust is not intended to be a
vehicle for trading on short-term  swings in the market.  The Trust may purchase
U.S. Government  Securities on a "when-issued" basis. When such transactions are
negotiated,  the price, which is generally expressed in yield terms, is fixed at
the time the  commitment  is made,  but delivery and payment for the  securities
take place at a later  date.  The use of  when-issued  transactions  enables the
Trust to hedge against an anticipated  decline in interest rates and increase in
prices.  However,  if the  Trust's  manager  were to  forecast  incorrectly  the
direction of interest rate  movement,  the Trust might be required to complete a
when-issued  transaction  at a price  inferior to the current  market price.  No
when-issued commitments will be made if, as a result, more than 20% of the value
of the Trust's total assets would be committed to such transactions.


                                       2
<PAGE>


Repurchase Agreements

In order to maintain liquidity to meet anticipated  redemptions or for temporary
defensive  purposes,  the Trust's  investment  portfolio may include  repurchase
agreements with banks and dealers in U.S.  Government  Securities.  A repurchase
agreement  involves the purchase by the Trust of an  investment  contract from a
bank or a dealer in U.S. Government Securities which contract is secured by U.S.
Government  obligations whose value is equal to or greater than the value of the
repurchase agreement including the agreed upon interest.  The agreement provides
that the institution will repurchase the underlying securities at an agreed upon
time and price.  The total amount received on repurchase  would exceed the price
paid by the Trust,  reflecting  an agreed upon rate of  interest  for the period
from the date of the repurchase  agreement to the settlement date, and would not
be related to the interest rate on the  underlying  securities.  The  difference
between the total amount to be received upon the  repurchase  of the  securities
and the price  paid by the Trust  upon their  acquisition  is  accrued  daily as
interest.  The Trust requires continual  maintenance by the Trust's custodian of
the market value of underlying  collateral in amounts equal to, or in excess of,
the value of the repurchase agreement including the agreed upon interest. If the
institution  defaults  on  the  repurchase  agreement,  the  Trust  will  retain
possession of the underlying securities.  In addition, if bankruptcy proceedings
are commenced  with respect to the seller,  realization on the collateral by the
Trust may be delayed or limited  and the Trust may incur  additional  costs.  In
such case,  the Trust will be subject to risks  associated  with  changes in the
market value of the collateral securities. The Trust intends to limit repurchase
agreements to transactions with institutions  believed by the Trust's Manager to
present minimal credit risk. Repurchase agreements may be considered to be loans
under the Investment Company Act of 1940, as amended (the "1940 Act").

When-Issued Securities

The Trust may purchase U.S. Government Securities on a "when-issued" basis. When
such  transactions are negotiated,  the price,  which is generally  expressed in
yield  terms,  is fixed at the time the  commitment  is made,  but  delivery and
payment for the securities take place at a later date. Normally,  the settlement
date occurs  within two months after the  transaction,  but delayed  settlements
beyond two months may be  negotiated.  During the period between a commitment by
the Trust and settlement, no payment is made for the securities purchased by the
Trust, and, thus, no interest accrues to the Trust from the transaction.

When-issued  securities may be sold prior to the settlement  date, but the Trust
enters  into  when-issued  commitments  only  with  the  intention  of  actually
receiving the securities. To facilitate such transactions, the Trust's custodian
will maintain at all times during the commitment  period,  in a separate account
of the Trust,  liquid  portfolio  securities  having  value equal to, or greater
than, any when-issued commitments.

If the Trust, however,  chooses to dispose of the right to acquire a when-issued
security prior to its acquisition, it can incur a gain or loss. (At the time the
Trust makes the  commitment  to purchase a security on a when-issued  basis,  it
records the  transaction  and reflects  the value of the  security  purchased in
determining its net asset value.)

INVESTMENT RESTRICTIONS

The  Trust  has  adopted  the  following  investment  restrictions  which are in
addition to those described in the Prospectus. Under the following restrictions,
which may not be changed  without  approval  of a majority  vote of the  Trust's
outstanding  shares,  the Trust may not (1) invest more than 25% of the value of
its  total  assets in the  securities  of  issuers  conducting  their  principal
business activities in a single industry,  except that this limitation shall not
apply to  investments  in  securities  issued or guaranteed by the United States
Government, its agencies or instrumentalities, (2) invest in real estate (except
through the purchase of GNMA Certificates),  commodities,  commodity  contracts,
commodity  options,  or interests in oil, gas or other  mineral  exploration  or
development programs,  (3) purchase restricted securities or purchase securities
on margin, (4) make short sales of securities, (5) write, purchase or sell puts,
calls, straddles,  spreads or any combination thereof, (6) act as an underwriter
of securities or (7) issue senior securities, except insofar as the Trust may be
deemed  to have  issued a  senior  security  in  connection  with any  permitted
borrowing. The majority vote of the Trust's outstanding shares means the vote of
(i) 67% or more of the shares present at a meeting at which more than 50% of the
outstanding  shares are present or represented by proxy or (ii) more than 50% of
the outstanding shares, whichever is less.

MANAGEMENT

Trustees and Officers

The  Trustees  and  executive   officers  of  the  Trust,  and  their  principal
occupations for the past five years,  are listed below. The address of each such
person,  unless  otherwise  indicated,  is 600 Fifth Avenue,  New York, New York
10020.  Trustees deemed to be "interested persons" of the Trust for the purposes
of the 1940 Act are indicated by an asterisk.


                                       3
<PAGE>


Robert F. Hoerle*,  62 - Chairman and Trustee of the Trust, is Managing Director
of the Capital  Management  Division of the Manager since  September  1993.  Mr.
Hoerle was formerly  Chairman and Director of Reich & Tang,  Inc.  with which he
was  associated  with from February 1971 to September  1993.  Mr. Hoerle is also
Chairman, President and a Director of Reich & Tang Equity Fund, Inc.

Dr. W. Giles  Mellon,  64 - Trustee  of the  Trust,  is  Professor  of  Business
Administration and Area Chairman of Economics and Finance in the Graduate School
of Management,  Rutgers University with which he has been associated since 1966.
His address is Rutgers University Graduate School of Management,  92 New Street,
Newark,  New Jersey 07102. Dr. Mellon is also a Director of California Daily Tax
Free Income Fund, Inc.,  Connecticut 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,  53 - Trustee of the Trust, has been a member of the New York
State  Assembly and a partner in the law firm of Straniere and  Straniere  since
1981.  His  address is 182 Rose  Avenue,  Staten  Island,  New York  10306.  Mr.
Straniere is also a Director of  California  Daily Tax Free Income  Fund,  Inc.,
Connecticut  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.

Dr. Yung Wong, 56 - Trustee of the Trust,  is General Partner of Abacus Partners
Limited  Partnership (a general  partner of a venture capital  investment  firm)
with which he has been  associated  since  1984.  His  address is 29 Alden Road,
Greenwich, Connecticut 06831. Dr. Wong is a Director of Republic Telecom Systems
Corporation (provider of telecommunications equipment) since January 1989 and of
TelWatch,  Inc. (provider of network management software) since August 1989. Dr.
Wong is also a  Director  of  California  Daily  Tax  Free  Income  Fund,  Inc.,
Connecticut  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.

Steven W. Duff,  41 - President  of the Trust,  is President of the 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  Californnia  Daily
Tax Free Income Fund, Inc.,  Connecticut Daily Tax Free Income Fund, Inc., Daily
Tax Free Income  Fund,  Inc.,  Michigan  Daily Tax Free Income Fund,  Inc.,  New
Jersey Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc. and Short Term Income
Fund,  Inc.,  Senior Vice President of Lebenthal  Funds,  Inc.,  President and a
Trustee of Florida Daily Municipal Income Fund, Institutional Daily Income Fund,
Pennsylvania  Daily  Municipal  Income  Fund,  Executive  Vice  President  and a
Director of Reich & Tang Equity Fund,  Inc.,  and President and Chief  Executive
Officer of Tax Exempt Proceeds Fund, Inc.

Bernadette  N. Finn, 47 - Vice  President  and  Secretary of the Trust,  is Vice
President of the Mutual Funds Division of the Manager since  September 1993. Ms.
Finn was formerly Vice President and Assistant  Secretary of Reich & Tang,  Inc.
which she was associated with from September 1970 to September 1993. Ms. Finn is
also Secretary of California Daily Tax Free Income Fund, Inc., Connecticut Daily
Tax Free Income Fund,  Inc.,  Cortland Trust,  Inc., Daily Tax Free Income Fund,
Inc.,  Delafield  Fund,  Inc.,  Florida Daily Municipal  Income Fund,  Lebenthal
Funds,  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.,  Pennsylvania Daily Municipal Income
Fund and Tax Exempt  Proceeds  Fund,  Inc., a Vice  President  and  Secretary of
Institutional  Daily Income Fund,  Reich & Tang Equity Fund, Inc. and Short Term
Income Fund, Inc.

Molly  Flewharty,  44 - Vice  President of the Trust,  is Vice  President of the
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.,  Connecticut  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,  Lebenthal  Funds,  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.,  Pennsylvania  Daily
Municipal  Income Fund,  Reich & Tang Equity Fund, Inc., Short Term Income Fund,
Inc. and Tax Exempt Proceeds Fund, Inc.


                                       4
<PAGE>


Lesley M. Jones,  46 - Vice President of the Trust,  is Senior Vice President of
the 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.,  Connecticut  Daily Tax Free Income
Fund,  Inc.,   Daily  Tax  Free  Income  Fund,   Inc.,   Delafield  Fund,  Inc.,
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,  38 - Vice President of the Trust,  is Executive Vice President
of the Mutual Funds  Division of the Manager since  September  1993. 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.,  Connecticut  Daily Tax Free Income
Fund, Inc.,  Cortland Trust,  Inc., Daily Tax Free Income Fund, Inc.,  Delafield
Fund,  Inc.,  Florida Daily Municipal  Income Fund,  Institutional  Daily Income
Fund,  Michigan  Daily Tax Free Income Fund,  Inc.,  New Jersey Daily  Municipal
Income Fund,  Inc.,  New York Daily Tax Free Income Fund,  Inc.,  North Carolina
Daily Municipal  Income Fund,  Inc.,  Pennsylvania  Daily Municipal Income Fund,
Reich & Tang Equity  Fund,  Inc. and Short Term Income  Fund,  Inc.,  Treasurer,
Chief  Accounting  Officer and Chief  Financial  Officer of Tax Exempt  Proceeds
Fund, Inc., and Vice President and Treasurer of Lebenthal Funds, Inc.

Richard De Sanctis,  38 - Treasurer of the Trust, is Assistant Treasurer of NEIC
since  September  1993. Mr. De Sanctis was formerly  Controller of Reich & Tang,
Inc.  from January 1991 to September  1993 and Vice  President  and Treasurer of
Cortland Financial Group, Inc. and Vice President of Cortland Distributors, Inc.
from 1989 to December 1990. Mr. De Sanctis is also Treasurer of California Daily
Tax Free Income Fund, Inc.,  Connecticut Daily Tax Free Income Fund, Inc., Daily
Tax Free Income Fund, Inc., Delafield Fund, Inc., Florida Daily Municipal Income
Fund,  Institutional  Daily Income Fund, Michigan Daily Tax Free Fund, Inc., New
Jersey Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Pennsylvania  Daily
Municipal  Income  Fund,  Reich & Tang Equity  Fund,  Inc. and Short Term Income
Fund, Inc. and Vice President and Treasurer of Cortland Trust, Inc.

The Trust paid an aggregate  remuneration of $6,000 to its trustees with respect
to the fiscal year ended February 28, 1995, all of which  consisted of aggregate
trustees' fees paid to the three disinterested  trustees,  pursuant to the terms
of the Investment Management Contract. (See "Expenses of the Trust" herein.) See
Compensation Table below.

<TABLE>
<CAPTION>
                               COMPENSATION TABLE

<S>        <C>                     <C>                    <C>                      <C>                         <C>
           (1)                     (2)                    (3)                      (4)                         (5)

     Name of Person,            Aggregate              Pension or           Estimated Annual         Total Compensation from
         Position           Compensation from          Retirement             Benefits upon           Trust and Fund Complex
                             Registrant for         Benefits Accrued           Retirement                Paid to Trustees
                               Fiscal Year          as Part of Trust
                                                        Expenses

     W. Giles Mellon,           $2,000.00                 0                        0                     $51,500 (14 Funds)
         Trustee

     Robert Straniere,          $2,000.00                 0                        0                     $51,500 (14 Funds)
         Trustee

     Dr. Yung Wong,            $2,000.00                  0                        0                     $51,500 (14 Funds)
         Trustee


* The total  compensation paid to such persons by the Trust and Fund Complex for
the fiscal year  ending  February  28, 1995 (and with  respect to certain of the
funds in the Fund  Complex,  estimated  to be paid during the fiscal year ending
February 28, 1995). 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 Trust, because,  among other
things, they have a common investment advisor.
</TABLE>


                                       5
<PAGE>


Investment Manager

Pursuant to its  Investment  Management  Contract  with the Trust,  Reich & Tang
Asset  Management  L.P.  (the  "Manager")  is  responsible  for  the  investment
management  of the  Trust's  assets,  including  the  responsibility  for making
investment decisions and placing orders for the purchase and sale of the Trust's
investments  directly with the issuers or with brokers or dealers selected by it
in its  discretion.  (See  "Portfolio  Transactions"  herein.)  The Manager also
furnishes  to  the  Board  of  Trustees   periodic  reports  on  the  investment
performance of the Trust.

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 May 31, 1995 manager,
advisor  or  supervisor  with  respect to assets  aggregating  in excess of $7.4
billion. In addition to the Fund, the Manager's advisory clients include,  among
others,  California Daily Tax Free Income Fund, Inc., Connecticut 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,  Lebenthal  Funds,  Inc.  (Lebenthal New York Tax Free Money 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. The Manager also advises pension  trusts,  profit-sharing  trusts and
endowments.

Effective  October 1, 1994,  the Board of  Directors  of the Fund  approved  the
re-execution of the Investment  Management Contract and Administrative  Services
Contract with the Manager.  The Manager's  predecessor,  New England  Investment
Companies,  L.P. ("NEICLP") is the limited partner and owner of a 99.5% interest
in the newly created limited  partnership,  Reich & Tang Asset  Management L.P.,
the Manager. Reich & Tang Asset Management,  Inc. (a wholly-owned  subsidiary of
NEICLP) is the general  partner and owner of the  remaining  .5% interest of the
Manager.  Reich & Tang Asset Management L.P. has succeeded NEICLP as the Manager
of the Fund.  The  re-execution  of the Investment  Management  Contract did not
result in "assignment" of the Investment  Management  Contract with NEICLP under
the 1940 Act,  since there is no change in actual  control or  management of the
Manager caused by the re-execution.

New England Investment  Companies,  Inc. ("NEIC"), a Massachusetts  corporation,
serves as the sole  general  partner  of NEICLP.  The New  England  Mutual  Life
Insurance  Company ("The New  England")  owns  approximately  68.1% of the total
partnership  units   outstanding  of  NEICLP,   and  Reich  &  Tang,  Inc.  owns
approximately  22.8% of the outstanding  partnership units of NEICLP.  NEIC is a
wholly-owned  subsidiary of The New England  which may be deemed a  "controlling
person" of the  Manager.  NEIC is a holding  company  offering a broad  array of
investment  styles  across  a wide  range  of  asset  categories  through  eight
investment  advisory/management  affiliates and three distribution subsidiaries.
In addition to the Manager, these include Loomis, Sayles & Company, L.P., Copley
Real  Estate  Advisors,  Inc.,  Westpeak  Investment  Advisors,  L.P.,  Draycott
Partners,   Ltd.,  TNE  Investment   Services,   L.P.,  New  England  Investment
Associates,   Inc.,  and  an  affiliate,   Capital  Growth  Management   Limited
Partnership.  These  affiliates  in the  aggregate  are  investment  advisors or
managers of 57 other registered investment companies

The  re-executed  Investment  Management  Contract  contains  the same terms and
conditions  governing the Manager's  investment  management  and  administrative
responsibilities,  respectively,  as the Fund's previous  Investment  Management
Contract  except  for (i) the date of  execution  and (ii) the  identity  of the
Manager.

Pursuant to the re-executed  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
Trustees of the Fund.

The Manager provides  persons  satisfactory to the Board of Trustees of the Fund
to serve as  officers  of the Fund.  Such  officers,  as well as  certain  other
employees and Trustees 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 has a term which extends to February 28, 1996
and may be continued in force  thereafter  for  successive  twelve month periods
beginning each March 1, provided that such continuance is specifically  approved
annually by the Trust's Board of Trustees or by vote of the shareholders, and in
either case by a majority of the Trustees who are not parties to the  Investment
Management  Contract or  interested  persons of any such party,  by vote cast in
person  at a  meeting  called  for  the  purpose  of  voting  on the  Investment
Management Contract. The re-executed Investment Management Contract was approved
by the  Board  of  Trustees,  including  a  majority  of  trustees  who  are not
interested  persons  (as defined in the 1940 Act),  of the Fund or the  Manager,
effective October 1, 1994. The Investment  Management Contract was approved by a
majority of the Fund's shareholders at the meeting held on July 21, 1993.


                                       6
<PAGE>


The Investment Management Contract is terminable without penalty by the Trust 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 Trustees,
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 the Trust's  fiscal years ended  February 28, 1993,  1994 and 1995, the fees
under the  Investment  Management  Contract  were  $98,712,  $92,810 and $65,556
respectively. In 1995, $52,415 of such amount was waived and all of such amounts
were  voluntarily  waived by the Manager for the fiscal years ended February 28,
1993 and  1994,  and,  therefore,  the Trust  paid no fee  under the  Investment
Management  Contract with respect to such years. The Manager has agreed to waive
all or,  depending on the asset growth of the Trust,  a portion of its fee under
the  Investment  Management  Contract  until  such time as the net assets of the
Trust exceed $20  million.  The Manager will not be obligated to waive such fees
after such time.

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 accounting  related  services by DST Systems,  Inc.,  the Fund's
bookkeeping or  recordkeeping  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.
The Fund pays the Manager for such  personnel and for rendering such services at
rates which must be agreed upon by the Fund and the Manager,  provided  that the
Fund  does  not pay for  services  performed  by any such  persons  who are also
officers of the general  partner of the Manager.  It is intended that such rates
will  be  the  actual  costs  of  the  Manager.   For  its  services  under  the
Administrative  Services  Contract,  the Manager  receives  from the Trust a fee
equal to 20% per annum of the Trust's average daily net assets.  For the Trust's
fiscal year ended February 28, 1995, the Manager did not receive a fee;  $37,461
was waived by the Manager.

The Manager  now acts as  investment  manager or adviser  for other  persons and
entities and may under the  Investment  Management  Contract  act as  investment
manager,  administrator or adviser to other registered investment companies. The
Manager  was at May 31, 1995  investment  manager or  administrator  of eighteen
other  investment  companies  and also advises  pension  trusts,  profit-sharing
trusts, endowments and others.

DISTRIBUTION AND SERVICE PLAN

The Trust's distribution and service plan (the "Plan") provides that all written
agreements relating to the Plan entered into between either the Trust or Reich &
Tang Distributors L.P. (the  "Distributor") and Participating  Organizations and
other  organizations  must be in a form  satisfactory  to the  Trust's  Board of
Trustees.  In  addition,  the Plan  requires  the Trust and the  Distributor  to
prepare,  at least quarterly,  written reports for the Board of Trustees setting
forth  all  amounts  expended  for  distribution  purposes  by the Trust and the
Distributor pursuant to the Plan and identifying the distribution activities for
which those expenditures were made.

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 New
England  Investment  Companies,  L.P.  serves as the sole limited partner of the
Distributor.

The Plan  provides that it may not be amended to increase  materially  the costs
which may be incurred by the Trust for distribution pursuant to the Plan without
shareholder  approval,  and that all  material  amendments  of the Plan  must be
approved by a majority  of the Board of  Trustees,  including  those who are not
"interested  persons" of the Trust and who have no direct or indirect  financial
interest in the Plan.

While the Plan is in effect,  the selection  and  nomination of Trustees who are
not  "interested  persons" of the Trust (as defined in the Act) is  committed to
the discretion of the Trustees who are not "interested persons" of the Trust.

Pursuant to the Plan, the Trust has entered into a Distribution  Agreement and a
Shareholder  Servicing  Agreement with the  Distributor.  Under the Distribution
Agreement,  the  Distributor,  as agent for the Trust,  solicits  orders for the
purchase of the Trust's shares,  provided that any subscriptions and orders will
not be  binding  on the Trust  until  accepted  by the Trust as  principal.  The
Distributor receives nominal compensation under this agreement.

For its services under the  Shareholder  Servicing  Agreement,  the  Distributor
receives  from the Trust a fee equal to .25% per  annum of the  Trust's  average
daily net assets.  The fee is accrued  daily and paid monthly and any portion or


                                       7
<PAGE>


all of the fee may be  deemed  to be used by the  Distributor  for  purposes  of
distribution of the Trust's shares,  including  payments to organizations  whose
customers   or   clients   are   shareholders   of  the  Trust   ("Participating
Organizations") for performing  shareholder servicing and related administrative
functions not performed by the Trust, its transfer agent or the Distributor.

For the Trust's  fiscal years ended  February 28, 1993,  1994 and 1995, the fees
under the  Shareholder  Servicing  Agreement were $44,869,  $50,567 and $46,826,
respectively. All of such amounts were voluntarily waived by the Manager and the
Distributor, as the case may be, and therefore, the Trust paid no fees under the
Shareholder  Servicing Agreement with respect to such years. The Distributor has
agreed to waive all or, depending on the asset growth of the Trust, a portion of
its fee under the  Shareholder  Servicing  Agreement  until such time as the net
assets of the Trust exceed $20 million. The Distributor will not be obligated to
waive such fees after such time.

The Board of Trustees most recently  approved the Plan on January 26, 1995 to be
effective   until  February  29,  1996.  The  Plan  was  also  approved  by  the
Shareholders  of the Trust at a meeting held on July 23, 1993. The  Distribution
Agreement between the Trust and the Distributor provides that it shall terminate
automatically in the event of its assignment.

EXPENSES OF THE TRUST

The Manager has agreed to  reimburse  the Trust for its expenses  (exclusive  of
interest, taxes, brokerage, and extraordinary expenses) which in any year exceed
the limits prescribed by any state in which the Trust's shares are qualified for
sale. The Trust may elect not to qualify its shares for sale in every state. The
Manager of the Trust believes that currently the most restrictive  expense ratio
limitation imposed by any state is 21/2% of the first $30 million of the Trust's
average  net  assets,  2% of the next $70  million of its average net assets and
11/2% of its  average net assets in excess of $100  million.  For the purpose of
this limitation,  expenses shall include the fees payable to the Manager and the
amortization  of  organization  expenses.  For the purpose of this obligation to
reimburse expenses, the Trust's annual expenses are estimated and accrued daily,
and any appropriate estimated payments are made to it on a monthly basis.

Subject to the Manager's  obligations to pay for services  performed by officers
of the Manager or its  affiliates  and for  investment  management  services and
certain distribution and promotional expenses and to reimburse the Trust for its
excess expenses as described above under the Investment Management Contract, the
Trust has  assumed  responsibility  for  payment  of all of its other  expenses,
including (a) brokerage and commission  expenses,  (b) Federal,  state and local
taxes,  including  issue and transfer  taxes incurred by or levied on the Trust,
(c) certain insurance premiums, (d) interest charges on borrowings,  (e) charges
and  expenses of the  Trust's  custodian,  (f)  charges and  expenses of persons
performing issuance, redemption,  transfer and dividend disbursing functions for
the  Trust,  (g)  recurring  and  nonrecurring  legal and  accounting  expenses,
including the  determination of net asset value per share and the maintenance of
portfolio  and  general  accounting   records,   (h)  costs  of  organizing  and
maintaining  the  Trust's  existence  as a trust,  (i)  compensation,  including
Trustees'  fees, of any of the Trust's  Trustees,  officers or employees who are
not  officers  of  Reich & Tang  Asset  Management,  Inc.,  and  costs  of other
personnel  providing services to the Trust, (j) costs of shareholders'  reports,
proxy solicitations,  and Trust meetings, (k) expenses of servicing shareholders
and  shareholder  accounts,  (l) fees and  expenses of  registering  the Trust's
shares under the appropriate  Federal  securities  laws and of qualifying  those
shares under applicable state securities laws, including expenses attendant upon
the initial  registration and qualifications of the Trust's shares and attendant
upon renewals of, or amendments to, those registrations and qualifications,  (m)
expenses of printing  the Trust's  prospectuses  and  statements  of  additional
information  and  (n)  payment  of the  fees  provided  for  in  the  Investment
Management  Contract,  Administrative  Services  Contract  and  the  Shareholder
Servicing  Agreement.  In addition,  under the Trust's  distribution and service
plan, the Trust may pay for certain costs relating to the  distribution of Trust
shares.

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

PORTFOLIO TRANSACTIONS

The Trust's  purchases and sales of portfolio  securities  usually are principal
transactions.  Portfolio  securities  are normally  purchased  directly from the
issuer or from an underwriter or market maker for the securities.  There usually
are no  brokerage  commissions  paid for such  purchases.  The Trust has paid no
brokerage  commissions since its formation.  Any transaction for which the Trust
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


                                       8
<PAGE>


the issuer to the  underwriter,  and  purchases  from dealers  serving as market
makers include the spread between the bid and asked price.

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 Trust  rather than by any  formula.  The
primary  consideration  is prompt  execution of orders in an effective manner at
the most favorable price.

Investment decisions for the Trust 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 Trust 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  Trust or the size of the  position
obtainable  for the Trust.  In  addition,  when  purchases  or sales of the same
security for the Trust 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  advantages  available to large  denomination  purchasers or
sellers.

No  portfolio  transactions  are  executed  with  the  Manager  or  any  of  its
affiliates, acting either as principal or as paid broker.

YIELD AND TOTAL RETURN QUOTATIONS

From time to time the Trust  advertises  its  "yield"  and "total  return."  The
Trust's  yield for any 30-day (or one month)  period is computed by dividing the
net investment  income per share earned during such period by the maximum public
offering  price per share on the last day of the  period,  and then  annualizing
such 30-day (or one month) yield in accordance with a formula  prescribed by the
Securities  and  Exchange   Commission  which  provides  for  compounding  on  a
semi-annual  basis.  Advertisements  of the Trust's  total  return  disclose its
average  annual  compounded  total return for a most recent  completed  one year
period and the period since inception.  The Trust's total return for this period
is  computed,  through the use of a formula  prescribed  by the  Securities  and
Exchange  Commission,  by finding the average annual  compounded  rate of return
over the period  that would  equate an assumed  initial  amount  invested to the
value of such  investment  at the end of the period.  For  purposes of computing
total return, income dividends and capital gains distributions paid on shares of
the Trust are assumed to have been reinvested when received.

The Trust's yield for the month ended February 28, 1995, was 4.87%.  The Trust's
total  return for the twelve  months  ended  February  28,  1995 was 1.23%.  The
Trust's average annual  compounded total return for the period February 27, 1986
(inception of operations) through February 28, 1995 was 8.22%.

The Trust's yield and total return are not fixed and will  fluctuate in response
to prevailing  market conditions or as a function of the type and quality of the
securities in the Trust's portfolio,  the Trust's average portfolio maturity and
its  expenses.  Yield and total return  information  is useful in reviewing  the
Trust's  performance but such information may not provide a basis for comparison
with bank  deposits  or other  investments  which pay a fixed yield for a stated
period of time. An investor's  principal  invested in the Trust is not fixed and
will fluctuate in response to prevailing market conditions.

Advertisements  quoting  performance  rankings  of  the  Trust  as  measured  by
financial publications or by independent organizations such as Lipper Analytical
Services, Inc., and advertisements  presenting the historical record of payments
of income dividends by the Trust may also from time to time be sent to investors
or placed in newspaper, magazines or other media on behalf of the Trust.

REDEMPTION OF SHARES

Payment of the redemption  price for shares  redeemed may be made either in cash
or in portfolio  securities (selected in the discretion of the Board of Trustees
of the Trust and taken at their value used in determining  the Trust's net asset
value per share as  described  under "Net Asset  Value" in the  Prospectus),  or
partly in cash and partly in portfolio  securities.  However,  payments  will be
made  wholly  in cash  unless  the  Board of  Trustees  believes  that  economic
conditions  exist  which  would  make such a  practice  detrimental  to the best
interests of the Trust.  If payment for shares redeemed is made wholly or partly
in  portfolio  securities,  brokerage  costs may be incurred by the  investor in
converting  the  securities  to cash.  The  Trust  will not  distribute  in kind
portfolio  securities  that are not  readily  marketable.  The Trust has filed a
formal  election with the Securities and Exchange  Commission  pursuant to which
the Trust will only effect a redemption in portfolio  securities  where $250,000
or 1% of the Trust's  total net  assets,  whichever  is less,  during any 90-day
period.  In the  opinion of the  Trust's  management,  however,  the amount of a
redemption request would have to be significantly greater than $250,000 or 1% of
total net assets  before a redemption  wholly or partly in portfolio  securities
was made.


                                       9
<PAGE>


NET ASSET VALUE

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

DESCRIPTION OF SHARES

On May 31, 1995 there were 463,020 shares of beneficial interest outstanding. As
of May 31, 1995 the amount of shares  owned by all the  officers and Trustees of
the Trust as a group was less than 1% of the  outstanding  shares of the  Trust.
Set forth below is certain information as to persons who owned 5% or more of the
Trust's outstanding shares of beneficial interest as of May 31, 1995:


                                                  % of                Nature of
Name and Address                                  Shares              Ownership

Sandler O'Neill & Partners L.P.                   12.47               Record
  Profit Sharing 401K Plan
Two World Trade Center
New York, NY 10048

Morris & McVeigh Profit Sharing Plan              06.81               Record
ATTN: Nancy Lau
767 Third Avenue
New York, NY 10017

Marcia Reich Walsh                                06.79               Beneficial
21 Elm Street
Hyde Park, MA 02136

Fulton Companies Deferred                         05.47               Record
  Savings & Profit Sharing Plan
C.o Michaels Simmons
Port & Jefferson Streets
Pulaski, NY 13142

COUNSEL, AUDITORS, CUSTODIAN AND TRANSFER AGENT

Legal matters in connection  with the issuance of shares of beneficial  interest
of the Trust are passed  upon by Battle  Fowler LLP,  75 East 55th  Street,  New
York, New York 10022. Sullivan & Worchester, Massachusetts counsel to the Trust,
has delivered an opinion as to certain matters relating to Massachusetts law.

McGladrey & Pullen LLP, 555 Fifth Avenue, New York, New York 10017,  independent
certified  public  accountants,  have  been  selected  to  audit  the  financial
statements of the Trust.

DST Systems,  Inc., 127 West 10th Street,  Kansas City,  Missouri  64105, is the
custodian  for the Trust's cash and  securities  and, is the transfer  agent and
dividend  agent for the  shares of the Trust.  The  Trust's  transfer  agent and
custodian does not assist in and is not responsible for any investment decisions
involving assets of the Trust.

GENERAL INFORMATION

Establishment of Additional Series

Trustees are  authorized  to  reclassify  and issue any  unissued  shares in any
number of additional  series  without  shareholder  approval.  Accordingly,  the
Trustees in the future,  for reasons such as the desire to establish one or more
additional  portfolios  with  different  investment   objectives,   policies  or
restrictions,  may create additional series of shares. Any issuance of shares of
another  series  would  be  governed  by  the  1940  Act  and  the  laws  of the
Commonwealth  of  Massachusetts.  If shares of  another  series  were  issued in
connection  with  the  creation  of a second  portfolio,  each  share of  either
portfolio  would  normally be entitled to one vote for all purposes.  Generally,
shares of both portfolios would vote as a single series on matters,  such as the
election of Trustees,  that affected both portfolios in  substantially  the same
manner. As to matters affecting each portfolio differently,  such as approval of
the  Investment  Management  Contract,  shares of each  portfolio  would vote as
separate series.

Potential Liability

Under  certain  circumstances,  shareholders  may be held  personally  liable as
partners under  Massachusetts  law for  obligations of the Trust. To protect its
shareholders,  the Trust has  filed  legal  documents  with  Massachusetts  that


                                       10
<PAGE>


expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement,  obligation,  or instrument  the Trust or its Trustees  enter into or
sign.

In the unlikely  event a shareholder is held  personally  liable for the Trust's
obligations,  the Trust is required to use its property to protect or compensate
the  shareholder.  On request,  the Trust will defend any claim made and pay any
judgment  against  a  shareholder  for  any  act or  obligation  of  the  Trust.
Therefore,  financial loss resulting from liability as a shareholder  will occur
only if the Trust itself cannot meet its  obligations to indemnify  shareholders
and pay judgments against them.

Further Information

For further information with respect to the Trust and the shares offered hereby,
reference is made to the  registration  statement  filed with the Securities and
Exchange  Commission,  including all exhibits  hereto.  Such  information may be
examined at the  Securities  and Exchange  Commission and copies nay be obtained
upon payment of certain fees.
































                                       11
<PAGE>


- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
INDEPENDENT AUDITOR'S REPORT
===============================================================================


The Board of Trustees and Shareholders
Reich & Tang Government Securities Trust


We have  audited  the  accompanying  statement  of net  assets  of  Reich & Tang
Government  Securities Trust as of February 28, 1995, 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 February 28, 1995, by correspondence with the custodian and brokers.
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 Reich & Tang  Government  Securities  Trust as of February 28, 1995,
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 28, 1995

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



                                       12
<PAGE>


- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
STATEMENT OF NET ASSETS
FEBRUARY 28, 1995
===============================================================================
<TABLE>
<CAPTION>
        Face                                                                Maturity                  Value
       Amount                                                                 Date                   (Note 1)
       ------                                                                 ----                   --------    

U.S. Government Obligations (69.64%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>          
 $     1,000,000  U.S. Treasury Bills, 4.050%                              03/09/1995            $     998,685
         425,000  U.S. Treasury Note,  4.625                               08/15/1995                  422,012
         500,000  U.S. Treasury Note,  4.625                               08/15/1995                  496,485
         525,000  U.S. Treasury Note,  4.625                               08/15/1995                  521,309
       1,700,000  U.S. Treasury Note,  4.625                               08/15/1995                1,688,047
       2,200,000  U.S. Treasury Note,  4.375                               08/15/1996                2,131,938
       1,800,000  U.S. Treasury Note,  6.500                               04/30/1999                1,766,250
 ---------------                                                                                 -------------
       8,150,000  Total U.S. Government Obligations (Cost $8,123,211)                                8,024,726
 ---------------                                                                                 -------------
<CAPTION>
Repurchase Agreements (9.10%)
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>              <C>                                                      <C>                   <C>          
 $     1,048,000  Fuji Securities, Inc., 6.02%, (Collateralized by
                  $1,040,000 U.S Treasury Notes, 7.375%, due  5/15/96)     03/01/1995            $    1,048,000
 ---------------                                                                                 --------------
       1,048,000  Total Repurchase Agreements (Cost $1,048,000)                                       1,048,000
 ---------------                                                                                 --------------
                  Total Investments (78.74%) (Cost $9,171,211+)                                       9,072,726
                  Cash and Other Assets in Excess of Liabilities (21.26%)                             2,450,553
                                                                                                 --------------
                  Net Assets (100.00%), 1,185,131 shares outstanding (Note 4)                    $   11,523,279
                                                                                                 ==============
                  Net asset value, offering and redemption price per share                       $         9.72
                                                                                                 ==============

  +  Aggregate  cost for  federal  income tax  purposes  is  identical.
     Aggregate  unrealized  appreciation  and depreciation of investments are $0
     and 98,485, respectively.


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



                                       13
<PAGE>

- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 28, 1995
===============================================================================

<TABLE>
<CAPTION>

INVESTMENT INCOME


Income:
<S>                                                                                    <C>            
   Interest.......................................................................     $     1,012,640
                                                                                       ---------------
Expenses: (Note 2)
   Management fees................................................................              13,141
   Custodian, shareholder servicing and related shareholder expenses..............              32,933
   Audit and accounting...........................................................              41,708
   Legal, compliance and filing fees..............................................               9,325
   Trustees' fees.................................................................               6,000
   Miscellaneous..................................................................                 879
                                                                                       ---------------
        Total expenses............................................................             103,986
   Less: Reimbursement of expenses from Manager (Note 2)..........................          (      837)
                                                                                       ---------------
        Net expenses..............................................................             103,149
                                                                                       ---------------
Net investment income.............................................................             909,491
                                                                                       ---------------
 <CAPTION>                                                                                      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
<S>                                                                                    <C>       
Net realized gain (loss) on investments...........................................          ( 502,521)
Change in unrealized appreciation (depreciation) of investments...................          ( 166,365)
                                                                                       ---------------
   Net gain (loss) on investments.................................................          ( 668,886)
                                                                                       ---------------
Increase in net assets from operations............................................     $      240,605
                                                                                       ==============
</TABLE>

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


                                       14
<PAGE>
- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
STATEMENTS OF CHANGES IN NET ASSETS
===============================================================================

<TABLE>
<CAPTION>

                                                                         Year Ended                 Year Ended
                                                                      February 28, 1995         February 28, 1994
                                                                      -----------------         -----------------
INCREASE (DECREASE) IN NET ASSETS

<S>                                                                    <C>                      <C>
Operations:

     Net investment income........................................     $       909,491          $       904,850

     Net realized gain (loss) on investments......................        (    502,521)               1,255,659

     Change in unrealized appreciation
         (depreciation) of investments............................        (    166,365)           (   1,097,898)
                                                                       ---------------          ---------------

     Increase (decrease) in net assets from operations............             240,605                1,062,611

Distributions from:

     Net investment income........................................        (    909,489)           (     904,850)

     Net realized gains on investments............................        (    520,431)           (   1,011,899)

Transactions in shares of beneficial interest (Note 4)............        (  6,603,335)                   4,203
                                                                       ---------------          ---------------

     Total increase (decrease)....................................        (  7,792,650)            (    849,935)

Net assets:

     Beginning of year............................................           19,315,929              20,165,864
                                                                       ----------------         ---------------

     End of year..................................................     $     11,523,279         $    19,315,929
                                                                       ================         ===============          
</TABLE>

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


                                       15
<PAGE>

- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS
===============================================================================

1. Summary of Accounting Policies.

Reich & Tang Government  Securities  Trust is a no-load,  diversified,  open-end
management  investment  company  registered under the Investment  Company Act of
1940.  Its  financial  statements  are  prepared in  accordance  with  generally
accepted accounting principles for investment companies as follows:

     a) Valuation of Securities -
     Debt  securities are normally valued at the last quoted bid price for those
     debt  securities  for which  the  over-the-counter  market  is the  primary
     market.  Short-term obligations having remaining maturities of less than 60
     days are valued at amortized  cost,  which  approximates  market value.  As
     authorized by the Board of Trustees, debt securities (other than short-term
     obligations)  may be  valued  on the  basis of  valuations  furnished  by a
     pricing service which determines  valuations based upon market transactions
     for normal, institutional-size trading units of such securities. 

     b) Federal Income Taxes -
     It is the Trust's  policy to comply with the  requirements  of the Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all of its taxable income to its shareholders.  Therefore, no provision for
     federal income tax is required. 

     c) General -
     Securities  transactions  are  recorded on the trade date  basis.  Interest
     income is accrued as earned.  Discount and premium on securities  purchased
     are amortized  over the life of the respective  securities.  Realized gains
     and losses from securities transactions are recorded on the identified cost
     basis.  Dividends  and  capital  gain  distributions  to  shareholders  are
     recorded  on  the  ex-dividend  date.  It is the  Trust's  policy  to  take
     possession of securities as collateral under  repurchase  agreements and to
     determine on a daily basis that the value of such securities are sufficient
     to cover the value of the repurchase agreements.

2. Investment Advisory 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. ("The Manager") equal to .35% of the
Fund's  average daily net assets.  The Manager is required to reimburse the Fund
for its expenses  (exclusive of interest,  taxes,  brokerage,  and extraordinary
expenses) to the extent that such expenses,  including the  management  fee, for
any  fiscal  year  exceed 2 1/2% of the first $30  million  of its  average  net
assets,  2% of the $70  million  of its  average  net  assets  and 1 1/2% of its
average  net assets in excess of $100  million.

Pursuant to an Administrative  Services Agreement,  the Fund pays to the Manager
an annual fee of .20% of the Fund's  average  daily net  assets.

Pursuant to a Distribution Plan adopted under Securities and Exchange Commission
Rule 12b-1, the Trust and Reich & Tang  Distributors L.P. (the Distributor) have
entered into a Distribution Agreement and a Shareholder Servicing Agreement. For
its services under the Shareholder Servicing Agreement, the Distributor receives
from the Trust an  annual  fee equal to .25% of the  Trust's  average  daily net
assets.  There were no additional  expenses  borne by the Trust  pursuant to the
Distribution  Plan.  

During  the  year  ended  February  28,  1995,  the  Manager  waived  investment
management  fees  and  administration  fees  of  $52,415,  and  $37,461  and the
Distributor waived shareholder servicing fees of $46,826 respectively.

3. Investment Transactions.

Purchases and sales of investment securities, other than short-term investments,
totaled  $4,248,656 and  $14,690,350,  respectively.  Accumulated  undistributed
realized losses at February 28, 1995 amounted to $502,521.


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


                                       16
<PAGE>

- -------------------------------------------------------------------------------
REICH & TANG GOVERNMENT SECURITIES TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
===============================================================================


4. Transactions in Shares of Beneficial Interest.


At February 28, 1995, an unlimited number of shares of beneficial interest ($.01
par  value)  were  authorized  and  capital  paid in  amounted  to  $12,124,283.
Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>

                                                           Year Ended                           Year Ended
                                                        February 28, 1995                    February 28, 1994
                                                        -----------------                    -----------------
                                                  Shares              Amount             Shares             Amount
                                                  ------              ------             ------             ------
<S>                                                  <C>        <C>                         <C>         <C>          
Sold....................................          378,277      $    3,810,651            147,309     $    1,586,793
Issued on reinvestment of dividends               141,342           1,376,763            175,312          1,874,587
Redeemed................................     (  1,196,489)     (   11,790,749)       (   322,178)      (  3,457,177)
                                             ------------      --------------        -----------      ------------- 
Net increase (decrease).................     (    676,870)     ($   6,603,335)               443      $       4,203
                                             ============      ==============        ===========      ============= 
</TABLE>

5. Selected Financial Information.

Reference  is  made  to  page  2  of  the  Prospectus  for  Selected   Financial
Information.

















                                       17


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