Registration No. 33-10436
Rule 497(c)
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CALIFORNIA DAILY TAX FREE 600 FIFTH AVENUE
INCOME FUND, INC. NEW YORK, N.Y. 10020
(212) 830-5220
Class A Shares; Class B Shares
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PROSPECTUS
April 28, 2000
A money market fund whose investment objectives are to seek as high a level of
current income exempt from Federal income tax and, to the extent possible, from
California income tax, as is believed to be consistent with preservation of
capital, maintenance of liquidity and stability of principal.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
TABLE OF CONTENTS
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2 Risk/Return Summary: Investments, Risks, 9 Shareholder Information
and Performance 15 Federal Income Taxes
5 Risk/Return Summary: Fee Table 16 California Income Taxes
6 Investment Objectives, Principal Investment 17 Distribution Arrangements
Strategies and Related Risks 19 Financial Highlights
8 Management, Organization and Capital Structure
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I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE
Investment Objectives
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The Fund seeks as high a level of current income exempt from regular
Federal income tax and, to the extent possible, California income tax, as is
believed to be consistent with preservation of capital, maintenance of
liquidity, and stability of principal. There can be no assurance that the Fund
will achieve its investment objectives.
Principal Investment Strategies
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The Fund intends to achieve its investment objectives by investing
principally in short-term, high quality, debt obligations of:
(i) California, and its political subdivisions;
(ii) Puerto Rico and other United States Territories, and their political
subdivisions; and
(iii) other states.
These debt obligations are collectively referred to throughout this
Prospectus as Municipal Obligations.
The Fund is a money market fund and seeks to maintain an investment
portfolio with a dollar-weighted average maturity of 90 days or less, to value
its investment portfolio at amortized cost and to maintain a net asset value of
$1.00 per share.
The Fund intends to concentrate (i.e. 25% or more of the Fund's net assets)
in California Municipal Obligations and Industrial Revenue Bonds, including
Participation Certificates therein. Participation Certificates evidence
ownership of an interest in the underlying Municipal Obligations, purchased from
banks, insurance companies, or other financial institutions.
Principal Risks
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o Although the Fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the Fund.
o The value of the Fund's shares and the securities held by the Fund can each
decline in value.
o An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the FDIC or any other governmental agency.
o The amount of income the Fund generates will vary with changes in
prevailing interest rates.
o Because the Fund intends to concentrate in California Municipal
Obligations, including Participation Certificates therein, investors should
also consider the greater risk of the Fund's concentration versus the
safety that comes with a less concentrated investment portfolio.
o An investment in the Fund should be made with an understanding of the risks
that an investment in California Municipal Obligations may entail. Payment
of interest and preservation of capital are dependent upon the continuing
ability of California issuers and/or obligators of state, municipal and
public authority debt obligations to meet their payment obligations. Risk
factors affecting the State of California are described in "California Risk
Factors" in the Statement of Additional Information.
o Because the Fund reserves the right to invest up to 20% of its total assets
in taxable securities, investors should understand that some of the income
generated by the Fund may be subject to regular Federal, state and local
income tax and Federal alternative minimum tax.
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Risk/Return Bar Chart and Table
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The following bar chart and table may assist you in your decision to invest
in the Fund. The bar chart shows the change in the annual total returns of the
Fund's Class A shares for the last ten calendar years. The table shows the
Fund's average annual total return for the last one, five and ten year periods
for both Classes. The table also includes the Fund's average annual total return
since inception for each Class. While analyzing this information, please note
that the Fund's past performance is not an indicator of how the Fund will
perform in the future. The current 7-day yield for each Class may be obtained by
calling the Fund toll-free at 1-800-221-3079.
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California Daily Tax Free Income Fund, Inc. - Class A (1),(2)
[GRAPHIC OMITTED]
Calendar Year End % Total Return
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1999 2.25%
1998 2.48%
1997 2.84%
1996 2.76%
1995 3.28%
1994 2.45%
1993 2.16%
1992 2.35%
1991 3.83%
1990 5.18%
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(1) The Fund's highest quarterly return was 1.30% for the quarter ending June
30, 1990; the lowest quarterly return was 0.48% for the quarter ending
September 30, 1992.
(2) Participating Organizations may charge a fee to investors for purchasing
and redeeming shares. Therefore, the net return to such investors may be
less than the net return by investing in the Fund directly.
Average Annual Total Returns - For the periods ended December 31, 1999
Class A Class B
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One Year 2.25% 2.49%
Five Years 2.72% n/a
Ten Years 2.95% n/a
Average Annual Total Return
Since Inception* 3.39 2.80%
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* Inception is February 10, 1987 for Class A shares and October 9, 1996 for
Class B shares.
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FEE TABLE
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This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
Annual Fund Operating Expenses
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(expenses that are deducted from Fund assets)
Class A Shares Class B Shares
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Management Fees................................ 0.30% 0.30%
Distribution and Service (12b-1) Fees.......... 0.20% 0.00%
Other Expenses................................. 0.36% 0.32%
Administration Fees.......................... 0.21% 0.21%
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Total Annual Fund Operating Expenses........... 0.86% 0.62%
Example
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This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other money market funds.
Assume that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. Also assume that
your investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
Class A: $88 $274 $477 $1,061
Class B: $63 $199 $346 $ 774
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II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objectives
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The Fund is a short-term, tax-exempt money market fund whose investment
objectives are to seek as high a level of current income exempt from regular
Federal income tax and, to the extent possible, from California income tax,
consistent with preserving capital, maintaining liquidity and stabilizing
principal.
The investment objectives of the Fund described in this section may only be
changed upon the approval of the holders of a majority of the outstanding shares
of the Fund that would be affected by such a change.
Principal Investment Strategies
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Generally
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The Fund will invest primarily (i.e., at least 80%) in short-term, high
quality, debt obligations which include:
(i) California Municipal Obligations issued by or on behalf of the State of
California or any California local governments, or their instrumentalities,
authorities or districts;
(ii) Territorial Municipal Obligations issued by or on behalf of Puerto Rico and
the Virgin Islands or their instrumentalities, authorities, agencies and
political subdivisions; and
(iii)Municipal Obligations issued by or on behalf of other states, their
authorities, agencies, instrumentalities and political subdivisions.
The Fund will also invest in Participation Certificates in Municipal
Obligations. These "Participation Certificates" are purchased by the Fund from
banks, insurance companies or other financial institutions and in the opinion of
Battle Fowler LLP, counsel to the Fund, cause the Fund to be treated as the
owner of an interest in the underlying Municipal Obligations for Federal income
tax purposes.
The Fund will invest more than 25% of its assets in Participation
Certificates in Industrial Revenue Bonds and other California Municipal
Obligations.
Although the Fund will attempt to invest 100% of its total assets in
Municipal Obligations and Participation Certificates, the Fund reserves the
right to invest up to 20% of its total assets in taxable securities the interest
income on which is subject to regular Federal, state and local income tax. The
kinds of taxable securities in which the Fund may invest are limited to
short-term, fixed income securities as more fully described in "Taxable
Securities" in the Statement of Additional Information.
Included in the same 20% of total assets in taxable securities, the Fund
may also purchase Municipal Obligations and Participation Certificates whose
interest income may be subject to the Federal alternative minimum tax.
To the extent suitable California Municipal Obligations and Territorial
Municipal Obligations are not available for investment by the Fund, the Fund may
purchase Municipal Obligations issued by other states, their agencies and
instrumentalities, the dividends on which will be designated by the Fund as
derived from interest income which will be, in the opinion of bond counsel to
the issuer at the date of issuance, exempt from regular Federal income tax, but
will be subject to California income tax.
The Fund will invest at least 65% of its total assets in California
Municipal Obligations, although the exact amount may vary from time to time. As
a temporary defensive measure the Fund may, from time to time, invest in
securities that are inconsistent with its principal investment strategies in an
attempt to respond to adverse market, economic, political or other conditions as
determined by the Fund's investment adviser. Such a temporary defensive position
may cause the Fund to not achieve its investment objectives.
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With respect to 75% of its total assets, the Fund shall invest not more
than 5% of its total assets in Municipal Obligations or Participation
Certificates issued by a single issuer. The Fund shall not invest more than 5%
of its total assets in Municipal Securities or Participation Certificates issued
by a single issuer unless the Municipal Obligations are of the highest quality.
With respect to 75% of its total assets, the Fund shall invest not more
than 10% of its total assets in Municipal Obligations or Participation
Certificates backed by a demand feature or guarantee from the same institution.
The Fund's investments may also include "when-issued" Municipal Obligations
and stand-by commitments.
The Fund's investment manager considers the following factors when buying
and selling securities for the portfolio: (i) availability of cash, (ii)
redemption requests, (iii) yield management, and (iv) credit management.
In order to maintain a share price of $1.00, the Fund must comply with
certain industry regulations. The Fund will only invest in securities that are
denominated in United States dollars. Other requirements pertain to the maturity
and credit quality of the securities in which the Fund may invest. The Fund will
only invest in securities that have or are deemed to have a remaining maturity
of 397 days or less. Also, the average maturity for all securities contained in
the Fund, on a dollar-weighted basis, will be 90 days or less.
The Fund will only invest in either securities that have been rated (or
whose issuers have been rated) in the highest short-term rating category by
nationally recognized statistical rating organizations, or are unrated
securities but that have been determined by the Fund's Board of Directors to be
of comparable quality.
Subsequent to its purchase by the Fund, the quality of an investment may
cease to be rated or its rating may be reduced below the minimum required for
purchase by the Fund. If this occurs, the Board of Directors of the Fund shall
reassess the security's credit risks and shall take such action as it determines
is in the best interest of the Fund and its shareholders. Reassessment is not
required, however, if the security is disposed of or matures within five
business days of the investment adviser becoming aware of the new rating and
provided further that the Board of Directors is subsequently notified of the
Manager's actions.
For a more detailed description of (i) the securities that the Fund will
invest in, (ii) fundamental investment restrictions, and (iii) industry
regulations governing credit quality and maturity, please refer to the Statement
of Additional Information.
Risks
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The Fund complies with industry-standard requirements on the quality,
maturity and diversification of its investments, which are designed to help
maintain a $1.00 share price. A significant change in interest rates or a
default on the Fund's investments could cause its share price (and the value of
your investment) to change.
By investing in liquid, short-term, high quality investments that have high
quality credit support from banks, insurance companies or other financial
institutions (i.e. Participation Certificates and other variable rate demand
instruments), the Fund's management believes that it can protect the Fund
against credit risks that may exist on long-term Municipal Obligations. The Fund
may still be exposed to the credit risk of the institution providing the
investment. Changes in the credit quality of the provider could affect the value
of the security and your investment in the Fund.
Because of the Fund's concentration in investments in California Municipal
Obligations, the safety of an investment in the Fund will depend substantially
upon the financial strength of California and its political subdivisions.
The primary purpose of investing in a portfolio of California Municipal
Obligations is the special tax treatment accorded California resident
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individual investors. Payment of interest and preservation of principal,
however, are dependent upon the continuing ability of the California issuers
and/or obligors of state, municipal and public authority debt obligations to
meet their obligations thereunder. Investors should consider the greater risk of
the Fund's concentration versus the safety that comes with a less concentrated
investment portfolio and should compare yields available on portfolios of
California issues with those of more diversified portfolios, including
out-of-state issues, before making an investment decision.
Because the Fund may concentrate in Participation Certificates that may be
secured by bank letters of credit or guarantees, an investment in the Fund
should be made with an understanding of the characteristics of the banking
industry and the risks which such an investment may entail. These
characteristics and risks include extensive governmental regulations, changes in
the availability and cost of capital funds, and general economic conditions (see
"Variable Rate Demand Instruments and Participation Certificates" in the
Statement of Additional Information). These factors may limit both the amounts
and types of loans and other financial commitments that may be made and interest
rates and fees may be charged. The profitability of this industry is largely
dependent upon the availability and cost of capital funds for the purpose of
financing lending operations under prevailing money market conditions. Also,
general economic conditions play an important part in the operations of this
industry and exposure to credit losses arising from possible financial
difficulties of borrowers might affect a bank's ability to meet its obligations
under a letter of credit.
III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
The Fund's investment adviser is Reich & Tang Asset Management L.P. (the
"Manager"). The Manager's principal business office is located at 600 Fifth
Avenue, New York, NY 10020. As of March 31, 2000, the Manager was the investment
manager, advisor or supervisor with respect to assets aggregating in excess of
$16.1 billion. The Manager has been an investment adviser since 1970 and
currently is manager of eighteen other registered investment companies. The
Manager also advises pension trusts, profit-sharing trusts and endowments.
Pursuant to the Investment Management Contract, the Manager manages the
Fund's portfolio of securities and makes decisions with respect to the purchase
and sale of investments, subject to the general control of the Board of
Directors of the Fund. Pursuant to the Investment Management Contract, the Fund
pays the Manager a fee equal to .30% per annum of the Fund's average daily net
assets for managing the Fund's investment portfolio and performing related
services.
Pursuant to the Administrative Services Contract, the Manager performs
clerical, accounting supervision and office service functions for the Fund. The
Manager provides the Fund with the personnel to perform all other clerical and
accounting type functions not performed by the Manager. For its services under
the Administrative Services Contract, the Fund pays the Manager a fee equal to
.21% per annum of the Fund's average daily net assets.
The Manager, at its discretion, may voluntarily waive all or a portion of
the investment management fee and the administrative services fee. Any portion
of the total fees received by the Manager may be used to provide shareholder
services and for distribution of Fund shares.
In addition, Reich & Tang Distributors, Inc., the Distributor, receives a
servicing fee equal to .20% per annum of the average daily net assets of the
Class A shares of the Fund under the Shareholder Servicing Agreement. The fees
are accrued daily and paid monthly. Investment management fees and operating
expenses, which are attributable to both Classes of shares of the Fund, will be
allocated daily to each Class of shares based on the percentage of shares
outstanding for each Class at the end of the day.
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IV. SHAREHOLDER INFORMATION
The Fund sells and redeems its shares on a continuing basis at their net
asset value and does not impose a charge for either sales or redemptions. All
transactions in Fund shares are effected through the Fund's transfer agent, who
accepts orders for purchases and redemptions from Participating Organizations
(see "Investments Through Participating Organizations - Purchase of Class A
Shares" for a definition of Participating Organizations) and from investors
directly.
Pricing of Fund Shares
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The net asset value of each Class of the Fund's shares is determined as of
12 noon, New York City time, on each Fund Business Day. Fund Business Day means
weekdays (Monday through Friday) except days on which the New York Stock
Exchange is closed for trading (i.e. national holidays). The net asset value of
a Class is computed by dividing the value of the Fund's net assets for such
Class (i.e., the value of its securities and other assets less its liabilities,
including expenses payable or accrued, but excluding capital stock and surplus)
by the total number of shares outstanding for such Class. The Fund intends to
maintain a stable net asset value at $1.00 per share, although there can be no
assurance that this will be achieved.
The Fund's portfolio securities are valued at their amortized cost in
compliance with the provisions of Rule 2a-7 under the 1940 Act. Amortized cost
valuation involves valuing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium. If fluctuating
interest rates cause the market value of the Fund's portfolio to deviate more
than 1/2 of 1% from the value determined on the basis of amortized cost, the
Board of Directors will consider whether any action should be initiated.
Although the amortized cost method provides certainty in valuation, it may
result in periods during which the value of an instrument is higher or lower
than the price an investment company would receive if the instrument were sold.
Shares are issued as of the first determination of the Fund's net asset
value per share for each Class made after acceptance of the investor's purchase
order. In order to maximize earnings on its portfolio, the Fund normally has its
assets as fully invested as is practicable. Many securities in which the Fund
invests require the immediate settlement in funds of Federal Reserve member
banks on deposit at a Federal Reserve Bank (commonly known as "Federal Funds").
Fund shares begin accruing income on the day the shares are issued to an
investor. The Fund reserves the right to reject any purchase order for its
shares. Certificates for Fund shares will not be issued to an investor.
Purchase of Fund Shares
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The Fund does not accept a purchase order until an investor's payment has
been converted into Federal Funds and is received by the Fund's transfer agent.
Orders accompanied by Federal Funds and received after 12 noon, New York City
time, on a Fund Business Day will result in the issuance of shares on the
following Fund Business Day.
Investors may, if they wish, invest in the Fund through Participating
Organization with which they have accounts. All other investors, and investors
who have accounts with Participating Organizations but do not wish to invest in
the Fund through them, may invest in the Fund directly as Class B shareholders.
Class B shareholders do not receive the benefit of the servicing functions
performed by a Participating Organization. Class B shares may also be offered to
investors who purchase their shares through Participating Organizations who,
because they may not be legally permitted to receive such as fiduciaries, do not
receive compensation from the Fund's distributor or the Manager.
The minimum initial investment in the Fund for both classes of shares is
(i) $1,000 for purchases through Participating Organizations - this may be
satisfied by initial investments aggregating $1,000 by a Participating
Organization on behalf of their
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customers whose initial investments are less than $1,000, (ii) $1,000 for
securities brokers, financial institutions and other industry professionals that
are not Participating Organizations, and (iii) $5,000 for all other investors.
Initial investments may be made in any amount in excess of the applicable
minimums. The minimum amount for subsequent investments is $100 unless the
investor is a client of a Participating Organization whose clients have made
aggregate subsequent investments of $100.
Each shareholder, except those purchasing through Participating
Organizations, will receive a personalized monthly statement from the Fund
listing (i) the total number of Fund shares owned as of the statement closing
date, (ii) purchase and redemptions of Fund shares, and (iii) the dividends paid
on Fund shares (including dividends paid in cash or reinvested in additional
Fund shares).
Investments Through Participating Organizations - Purchase of Class A Shares
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Investors purchasing shares through a Participating Organization become
Class A shareholders and are referred to as Participant Investors. Participating
Organizations are securities brokers, banks and financial institutions or other
industry professionals or organizations that have entered into shareholder
servicing agreements with the Fund's distributor with respect to investment of
their customer accounts in the Fund. When instructed by a Participant Investor
to purchase or redeem Fund shares, the Participating Organization, on behalf of
Participant Investor, transmits to the Fund's transfer agent a purchase or
redemption order, and in the case of a purchase order, payment for the shares
being purchased.
Participating Organizations may confirm to Participant Investors each
purchase and redemption of Fund shares for their accounts. Also, Participating
Organizations may send periodic account statements to the Participant Investors
showing (i) the total number of Fund shares owned by each customer as of the
statement closing date, (ii) purchases and redemptions of Fund shares during the
period covered by the statement, and (iii) the income earned by Fund shares
during the statement period (including dividends paid in cash or reinvested in
additional Fund shares). Participant Investors whose Participating Organizations
have not undertaken to provide such statements will receive them from the Fund
directly.
Participating Organizations may charge Participant Investors a fee in
connection with their use of specialized purchase and redemption procedures. In
addition, Participating Organizations offering purchase and redemption
procedures similar to those offered to shareholders who invest in the Fund
directly may impose charges, limitations, minimums and restrictions in addition
to or different from those applicable to shareholders who invest in the Fund
directly. Accordingly, the net yield to investors who invest through
Participating Organizations may be less than by investing in the Fund directly.
A Participant Investor should read this Prospectus in conjunction with the
materials provided by the Participating Organization describing the procedures
under which Fund shares may be purchased and redeemed through the Participating
Organization.
In the case of qualified Participating Organizations, orders received by
the Fund's transfer agent before 12 noon, New York City time, on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day only if the Federal Funds required in connection with the orders are
received by the Fund's transfer agent before 4:00 p.m., New York City time, on
that day. Orders for which Federal Funds are received after 4:00 p.m., New York
City time, will result in share issuance the following Fund Business Day.
Participating Organizations are responsible for instituting procedures to insure
that purchase orders by their respective clients are processed expeditiously.
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Initial Direct Purchases of Class B Shares
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Investors who wish to invest in the Fund directly may obtain a current
Prospectus and the subscription order form necessary to open an account by
telephoning the Fund at the following numbers:
Within New York 212-830-5220
Outside New York (TOLL FREE) 800-221-3079
Mail
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Investors may send a check made payable to "California Daily Tax Free
Income Fund, Inc." along with a completed subscription order form to:
California Daily Tax Free Income Fund, Inc.
Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020
Checks are accepted subject to collection at full value in United States
currency. Payment by a check drawn on any member of the Federal Reserve System
will normally be converted into Federal Funds within two business days after
receipt of the check. Checks drawn on a non-member bank may take substantially
longer to convert into Federal Funds. An investor's purchase order will not be
accepted until the Fund receives Federal Funds.
Bank Wire
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To purchase shares of the Fund using the wire system for transmittal of
money among banks, investors should first obtain a new account number by
telephoning the Fund at 212-830-5220 (within New York) or at 800-221-3079
(outside New York) and then instruct a member commercial bank to wire money
immediately to:
Investors Fiduciary Trust Company
ABA # 101003621
Reich & Tang Funds
DDA # 890752-9538
For California Daily Tax Free
Income Fund, Inc.
Account of (Investor's Name)_______________________
Account #__________________________
SS#/Tax ID#________________________
The investor should then promptly complete and mail the subscription order
form.
Investors planning to wire funds should instruct their bank so the wire
transfer can be accomplished before 12 noon, New York City time, on 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 Fund
does not charge investors in the Fund for its receipt of wire transfers. Payment
in the form of a "bank wire" received prior to 12 noon, New York City time, on a
Fund Business Day will be treated as a Federal Funds payment received on that
day.
Personal Delivery
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Deliver a check made payable to "California Daily Tax Free Income Fund,
Inc." along with a completed subscription order form to:
Reich & Tang Mutual Funds
600 Fifth Avenue - 8th Floor
New York, New York 10020
Electronic Funds Transfers (EFT), Pre-
authorized Credit and Direct Deposit Privilege
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You may purchase shares of the Fund (minimum of $100) by having salary,
dividend payments, interest payments or any other payments designated by you,
Federal salary, social security, or certain veteran's, military or other
payments from the Federal government, automatically deposited into your Fund
account. You can also have money debited from your checking account. To enroll
in any one of these programs, you must file a completed EFT Application,
Pre-authorized Credit Application, or a Direct Deposit Sign-Up Form. The
appropriate form may be obtained from your broker or the Fund. You may elect at
any time to terminate your participation by notifying in writing the appropriate
depositing entity and/or Federal agency. Death or legal incapacity will
automatically terminate your participation in these programs. Further, the Fund
may terminate your participation upon 30 days' notice to you.
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Subsequent Purchases of Shares
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Subsequent purchases can be made by bank wire, as indicated above, or by
mailing a check to:
California Daily Tax Free Income Fund, Inc.
Mutual Funds Group
P.O. Box 13232
Newark, New Jersey 07101-3232
There is a $100 minimum for subsequent purchases of shares. All payments
should clearly indicate the shareholder's account number.
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, provided that the information on the subscription
order form on file with the Fund is still applicable.
Redemption of Shares
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A redemption is effected immediately following, and at a price determined
in accordance with, the next determination of net asset value per share of each
Class upon receipt by the Fund's transfer agent of the redemption order (and any
supporting documentation that it may require). Normally, payment for redeemed
shares is made on the same Fund Business Day after the redemption is effected,
provided the redemption request is received prior to 12 noon, New York City
time. However, redemption payments will not be paid out unless the check
(including a certified or cashier's check) used for investment has been cleared
for payment by the investor's bank, which can take up to 15 days after
investment. Shares redeemed are not entitled to participate in dividends
declared on the day a redemption becomes effective.
A shareholder's original subscription order form permits the shareholder to
redeem by written request and to elect one or more of the additional redemption
procedures described below. A shareholder may only change the instructions
indicated on his original subscription order form by transmitting a written
direction to the Fund's transfer agent. Requests to institute or change any of
the additional redemption procedures will require a signature guarantee. When a
signature guarantee is called for, the shareholder should have "Signature
Guaranteed" stamped under his signature. It should be signed and guaranteed by
an eligible guarantor institution which includes a domestic bank, a domestic
savings and loan institution, a domestic credit union, a member bank of the
Federal Reserve system or a member firm of a national securities exchange,
pursuant to the Fund's transfer agent's standards and procedures.
Written Requests
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Shareholders may make a redemption in any amount by sending a written
request to the Fund addressed to:
California Daily Tax Free Income Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020
All previously issued certificates submitted for redemption must be
endorsed by the shareholder and all written requests for redemption must be
signed by the shareholder, in each case with signature guaranteed.
Normally, the redemption proceeds are paid by check and mailed to the
shareholder of record.
Checks
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By making the appropriate election on their subscription order form,
shareholders may request a supply of checks that may be used to effect
redemptions from the Class of shares of the Fund in which they invest. The
checks, which will be issued in the shareholder's name, are drawn on a special
account maintained by the Fund with the Fund's agent bank. Checks may be drawn
in any amount of $250 or more. When a check is presented to the Fund's agent
bank, it instructs the Fund's transfer agent to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the amount of
the check. The use of a check to make a withdrawal enables a shareholder in the
Fund to receive dividends on the shares to be redeemed up to the
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Fund Business Day on which the check clears. Checks provided by the Fund may not
be certified. Fund shares purchased by check may not be redeemed by check until
the check has cleared, which can take up to 15 days following the date of
purchase.
There is no charge to the shareholder for checks provided by the Fund. The
Fund reserves the right to impose a charge or impose a different minimum check
amount in the future, if the Board of Directors determines that doing so is in
the best interests of the Fund and its shareholders.
Shareholders electing the checking option are subject to the procedures,
rules and regulations of the Fund's agent bank governing checking accounts.
Checks drawn on a jointly owned account may, at the shareholder's election,
require only one signature. Checks in amounts exceeding the value of the
shareholder's account at the time the check is presented for payment will not be
honored. Since the dollar value of the account changes daily, the total value of
the account may not be determined in advance and the account may not be entirely
redeemed by check. In addition, the Fund reserves the right to charge the
shareholder's account a fee up to $20 for checks not honored as a result of an
insufficient account value, a check deemed not negotiable because it has been
held longer than six months, an unsigned check, and/or a post-dated check. The
Fund reserves the right to terminate or modify the check redemption procedure at
any time or to impose additional fees following notification to the Fund's
shareholders.
Corporations and other entities electing the checking option are required
to furnish a certified resolution or other evidence of authorization in
accordance with the Fund's normal practices. Individuals and joint tenants are
not required to furnish any supporting documentation. Appropriate authorization
forms will be sent by the Fund or its agents to corporations and other
shareholders who select this option. As soon as the authorization forms are
filed in good order with the Fund's agent bank, it will provide the shareholder
with a supply of checks.
Telephone
- ---------
The Fund accepts telephone requests for redemption from shareholders who
elect this option on their subscription order form. The proceeds of a telephone
redemption may be sent to the shareholders at their addresses or, if in excess
of $1,000, to their bank accounts, both as set forth in the subscription order
form or in a subsequent written authorization. The Fund may accept telephone
redemption instructions from any person with respect to accounts of shareholders
who elect this service and thus such shareholders risk possible loss of
principal and interest in the event of a telephone redemption not authorized by
them. The Fund will employ reasonable procedures to confirm that telephone
redemption instructions are genuine, and will require that shareholders electing
such option provide a form of personal identification. Failure by the Fund to
employ such reasonable procedures may cause the Fund to be liable for the losses
incurred by investors due to unauthorized or fraudulent telephone redemptions.
A shareholder making a telephone withdrawal should call the Fund at
212-830-5220 (outside New York at 800-221-3079) and state: (i) the name of the
shareholder appearing on the Fund's records, (ii) the shareholder's account
number with the Fund, (iii) the amount to be withdrawn, (iv) whether such amount
is to be forwarded to the shareholder's designated bank account or address, and
(v) the name of the person requesting the redemption. Usually the proceeds are
sent to the designated bank account or address on the same Fund Business Day the
redemption is effected, provided the redemption request is received before 12
noon, New York City time. Proceeds are sent the next Fund Business Day if the
redemption request is received after 12 noon, New York City time. The Fund
reserves the right to terminate or modify the telephone redemption service in
whole or in part at any time and will notify shareholders accordingly.
There is no redemption charge, no minimum period of investment, no minimum
amount for a redemption, and no restriction on frequency of
-13-
<PAGE>
withdrawals. Proceeds of redemptions are paid by check. Unless other
instructions are given in proper form to the Fund's transfer agent, a check for
the proceeds of a redemption will be sent to the shareholders' address of
record. If a shareholder elects to redeem all the shares of the Fund he owns,
all dividends accrued to the date of such redemption will be paid to the
shareholder along with the proceeds of the redemption.
The right of redemption may not be suspended or the date of payment upon
redemption postponed for more than seven days after the shares are tendered for
redemption, except for any period during which the New York Stock Exchange, Inc.
is closed (other than customary weekend and holiday closings) or during which
the SEC determines that trading thereon is restricted. Additional exceptions
include any period during which an emergency (as determined by the SEC) exists
as a result of which disposal by the Fund of its portfolio securities is not
reasonably practicable or as a result of which it is not reasonably practicable
for the Fund to fairly determine the value of its net assets, or for such other
period as the SEC may by order permit for the protection of the shareholders of
the Fund.
The Fund has reserved the right to redeem the shares of any shareholder if
the net asset value of all the remaining shares in the shareholder's or his
Participating Organization's account after a withdrawal is less than $500.
Written notice of a proposed mandatory redemption will be given at least 30 days
in advance to any shareholder whose account is to be redeemed or the Fund may
impose a monthly service charge of $10 on such accounts. For Participant
Investor accounts, notice of a proposed mandatory redemption will be given only
to the appropriate Participating Organization. The Participating Organization
will be responsible for notifying the Participant Investor of the proposed
mandatory redemption. During the notice period a shareholder or Participating
Organization who receives such a notice may avoid mandatory redemption by
purchasing sufficient additional shares to increase his total net asset value to
the minimum amount.
Specified Amount Automatic Withdrawal Plan
- --------------------------------------------------------------------------------
Shareholders may elect to withdraw shares and receive payment from the Fund
of a specified amount of $50 or more automatically on a monthly or quarterly
basis. The monthly or quarterly withdrawal payments of the specified amount are
made by the Fund on the 23rd day of the month. Whenever such 23rd day of a month
is not a Fund Business Day, the payment date is the Fund Business Day preceding
the 23rd day of the month. In order to make a payment, a number of shares equal
in aggregate net asset value to the payment amount are redeemed at their net
asset value on the Fund Business Day immediately preceding the date of payment.
To the extent that the redemptions to make plan payments exceed the number of
shares purchased through reinvestment of dividends and distributions, the
redemptions reduce the number of shares purchased on original investment, and
may ultimately liquidate a shareholder's investment.
The election to receive automatic withdrawal payments may be made at the
time of the original subscription by so indicating on the subscription order
form. The election may also be made, changed or terminated at any later time by
sending a signature guaranteed written request to the transfer agent. Because
the withdrawal plan involves the redemption of Fund shares, such withdrawals may
constitute taxable events to the shareholder but the Fund does not expect that
there will be any realized capital gains.
Dividends and Distributions
- --------------------------------------------------------------------------------
The Fund declares dividends equal to all its net investment income
(excluding long-term capital gains and losses, if any, and amortization of
market discount) on each Fund Business Day and pays dividends monthly. There is
no fixed dividend rate. In computing these dividends, interest earned and
expenses are accrued daily.
Net realized capital gains, if any, are distributed at least annually and
in no event later than 60 days after the end of the Fund's fiscal year.
-14-
<PAGE>
All dividends and distributions of capital gains are automatically
invested, at no charge, in additional Fund shares of the same Class of shares
immediately upon payment thereof unless a shareholder has elected by written
notice to the Fund to receive either of such distributions in cash.
Because Class A shares bear the service fee under the Fund's 12b-1 Plan,
the net income of and the dividends payable to the Class A shares will be lower
than the net income of and dividends payable to the Class B shares of the Fund.
Dividends paid to each Class of shares of the Fund will, however, be declared
and paid on the same days at the same times and, except as noted with respect to
the service fees payable under the Plan, will be determined in the same manner
and paid in the same amounts.
Exchange Privilege
- --------------------------------------------------------------------------------
Shareholders of the Fund are entitled to exchange some or all of their
Class of shares in the Fund for shares of the same Class of certain other
investment companies that retain Reich & Tang Asset Management L.P. as
investment adviser and that participate in the exchange privilege program with
the Fund. If only one Class of shares is available in a particular exchange
fund, the shareholder of the Fund is entitled to exchange its shares for the
shares available in that exchange fund. Currently the exchange privilege program
has been established between the Fund and Connecticut Daily Tax Free Income
Fund, Inc., Cortland Trust, Inc., Daily Tax Free Income Fund, Inc., Florida
Daily Municipal Income Fund, Georgia Daily Municipal 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., Pennsylvania Daily Municipal Income Fund, Short Term Income Fund,
Inc. and Virginia Daily Municipal 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.
There is no charge for the exchange privilege or limitation as to frequency
of exchange. The minimum amount for an exchange is $1,000. However, shareholders
who are establishing a new account with an investment company through the
exchange privilege must ensure that a sufficient number of shares are exchanged
to meet the minimum initial investment required for the investment company into
which the exchange is being made. Each Class of shares is exchanged at its
respective net asset value.
The exchange privilege provides shareholders of the Fund with a convenient
method to shift their investment among different investment companies when they
feel such a shift is desirable. The exchange privilege is available to
shareholders resident in any state in which shares of the investment company
being acquired may legally be sold. Shares of the same Class may be exchanged
only between investment company accounts registered in identical names. Before
making an exchange, an investor should review the current prospectus of the
investment company into which the exchange is to be made. An exchange will be a
taxable event.
Instructions for exchanges may be made by sending a signature guaranteed
written request to:
California Daily Tax Free Income Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020
or, for shareholders who have elected that option, by telephoning the Fund
at 212-830-5220 (within New York) or 800-221-3079 (outside New York). The Fund
reserves the right to reject any exchange request and may modify or terminate
the exchange privilege at any time.
Tax Consequences
- --------------------------------------------------------------------------------
Federal Income Taxes
- --------------------
The purchase of Fund shares will be the purchase of an asset. Dividends
paid by the Fund that are designated by the Fund and derived from
-15-
<PAGE>
Municipal Obligations and Participation Certificates, will be exempt from
regular Federal income tax, provided the Fund complies with Section 852(b)(5) of
the Internal Revenue Code, but may be subject to Federal alternative minimum
tax. These dividends are referred to as exempt interest dividends. Income exempt
from Federal income tax, however, may be subject to state and local income tax.
The Fund may invest a portion of its assets in taxable securities the
interest income on which is subject to regular Federal, state and local income
tax and Federal alternative minimum tax. Dividends paid from net investment
income, if any, and distributions of any realized short-term capital gains (from
tax-exempt or taxable obligations) are taxable to shareholders as ordinary
income, whether received in cash or reinvested in additional shares of the Fund.
For Social Security and Railroad Retirement recipients, interest on
tax-exempt bonds, including exempt interest dividends paid by the Fund, is to be
added to adjusted gross income to determine the amount of Social Security
benefits includible in gross income.
Interest on certain private activity bonds will constitute an item of tax
preference subject to the individual alternative minimum tax. Corporations will
be required to include in alternative minimum taxable income 75% of the amount
by which their adjusted current earnings (including tax-exempt interest) exceed
their alternative minimum taxable income (determined without this tax item). In
certain cases, Subchapter S corporations with accumulated earnings and profits
from Subchapter C years will be subject to a tax on tax-exempt interest.
The Fund does not expect to realize long-term capital gains, and thus does
not contemplate distributing "capital gain dividends" or having undistributed
capital gain income.
The Fund will inform shareholders of the amount and nature of its income
and gains in a written notice mailed to shareholders not later than 60 days
after the close of the Fund's taxable year.
The sale, exchange or redemption of shares will generally be the taxable
disposition of an asset that may result in a taxable gain or loss for the
shareholder if the shareholder receives more or less than it paid for its
shares. An exchange pursuant to the exchange privilege is treated as a sale on
which the shareholder may realize a taxable gain or loss.
With respect to variable rate demand instruments, including Participation
Certificates therein, the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund, that it will be treated for Federal income tax purposes as
the owner of an interest in the underlying Municipal Obligations and that the
interest thereon will be exempt from regular Federal income taxes to the Fund to
the same extent as the interest on the underlying Municipal Obligations. Battle
Fowler LLP has pointed out that the Internal Revenue Service has announced it
will not ordinarily issue advance rulings on the question of the ownership of
securities or participation interests therein subject to a put and could reach a
conclusion different from that reached by counsel.
The United States Supreme Court has held that there is no constitutional
prohibition against the Federal government's taxing the interest earned on state
or other municipal bonds. The decision does not, however, affect the current
exemption from taxation of the interest earned on the Municipal Obligations.
California Income Taxes
- -----------------------
The designation of all or a portion of a dividend paid by the Fund as an
exempt-interest dividend under the Code does not necessarily result in the
exemption of such amount from tax under the laws of any state or local taxing
authority. Under California law, at the end of each quarter of its tax year, at
least 50% of the "value" of the Fund's assets must consist of obligations the
interest on which, when held by an individual, would be exempt from taxation by
the State of California. Assuming compliance with this requirement and the
California designation limitation described below with respect to dividends
treated for Federal
-16-
<PAGE>
income tax purposes as exempt-interest dividends that are paid by the Fund to a
California resident individual shareholder, in the opinion of Brown & Wood LLP,
special California tax counsel to the Fund, amounts correctly designated as
derived from California Municipal Obligations received by the Fund will not be
subject to the California Income Tax. Amounts correctly designated as derived
from Territorial Municipal Obligations will not be subject to the California
income tax as long as the interest on such obligations, when held by an
individual, is exempt from California taxation.
California law, however, limits the amount that may be designated as
exempt-interest dividends. With respect to the Fund's taxable year, if the
aggregate amount designated as an exempt-interest dividend is greater than the
excess of (i) the amount of interest it received which, if held by an
individual, was exempt from taxation by California, over (ii) the amounts that,
if the Fund were treated as an individual, would be disallowed as deductions for
expenses related to exempt income under California or Federal law, the portion
of the distribution designated an exempt-interest dividend that will be allowed
shall be only that proportion of the designated amount that the excess bears to
the designated amount.
Distributions from net investment income and capital gains, including
exempt interest dividends, will be subject to California corporate franchise tax
if received by a corporate shareholder subject to such tax and may be subject to
state taxes in states other than California and to local taxes imposed by
certain cities within California and outside California. Accordingly, investors
in the Fund including, in particular, corporate investors which may be subject
to the California corporate franchise tax, should consult their tax advisors
with respect to the application of such taxes to an investment in the Fund, to
the receipt of Fund dividends and as to their California tax situation in
general.
Exempt-interest dividends which are not derived from California Municipal
Obligations and any other dividends of the Fund which do not qualify as
exempt-interest dividends under California law will be includible in a
California resident's tax base for purposes of the California income tax.
Shareholders are urged to consult their tax advisers with respect to the
treatment of distributions from the Fund and ownership of shares of the Fund in
their own states and localities.
V. DISTRIBUTION ARRANGEMENTS
Rule 12b-1 Fees
- --------------------------------------------------------------------------------
Investors do not pay a sales charge to purchase shares of the Fund.
However, the Fund pays fees in connection with the distribution of shares and
for services provided to the Class A shareholders. The Fund pays these fees from
its assets on an ongoing basis and therefore, over time, the payment of these
fees will increase the cost of your investment and may cost you more than paying
other types of sales charges.
The Fund's Board of Directors has adopted a Rule 12b-1 distribution and
service plan (the "Plan") and, pursuant to the Plan, the Fund and Reich & Tang
Distributors, Inc. (the "Distributor") have entered into a Distribution
Agreement and a Shareholder Servicing Agreement (with respect to the Class A
shares of the Fund only).
Under the Distribution Agreement, the Distributor serves as distributor of
the Fund's shares. For nominal consideration (i.e., $1.00) and as agent for the
Fund, the Distributor solicits orders for the purchase of the Fund's shares,
provided that any orders will not be binding on the Fund until accepted by the
Fund as principal.
Under the Shareholder Servicing Agreement, the Fund pays the Distributor a
service fee of .20% per annum of the Class A shares average daily net assets
(the "Shareholder Service Fee"). The fee is accrued daily and paid monthly.
Pursuant to this Agreement, the Distributor provides personnel shareholder
services and maintains shareholder accounts. Any portion of the fee may be
deemed to be used by the Distributor for payments to Participating Organizations
with respect to their provision of such services to their clients or customers
who
-17-
<PAGE>
are shareholders of the Class A shares of the Fund. The Class B shareholders
will not receive the benefit of such services from Participating Organizations
and, therefore, will not be assessed a Shareholder Servicing Fee.
The Plan provides that, in addition to the Shareholder Servicing Fee, the
Fund will pay for (i) telecommunications expenses including the cost of
dedicated lines and CRT terminals, incurred by the Distributor and Participating
Organizations in carrying out their obligations under the Shareholder Servicing
Agreement with respect to Class A shares and (ii) preparing, printing and
delivering the Fund's prospectus to existing shareholders of the Fund and
preparing and printing subscription application forms for shareholder accounts.
These payments are limited to a maximum of .05% per annum of each Class' shares'
average daily net assets.
The Plan and the Shareholder Servicing Agreement provide that the Manager
may make payments from time to time from its own resources, which may include
the management fee and past profits for the following purposes: (i) to defray
costs, and to compensate others, including Participating Organizations with whom
the Distributor has entered into written agreements, for performing shareholder
servicing on behalf of the Class A shares of the Fund, (ii) to compensate
certain Participating Organizations for providing assistance in distributing the
Class A shares of the Fund, and (iii) to pay the costs of printing and
distributing the Fund's prospectus to prospective investors, and to defray the
cost of the preparation and printing of brochures and other promotional
materials, mailings to prospective shareholders, advertising, and other
promotional activities, including the salaries and/or commissions of sales
personnel in connection with the distribution of the Fund's Class A shares. The
Distributor may also make payments from time to time from its own resources,
which may include the Shareholding Servicing Fee (with respect to Class A
shares) and past profits, for the purposes enumerated in (i) above. The
Distributor will determine the amount of such payments made pursuant to the
Plan, provided that such payments will not increase the amount which the Fund is
required to pay to the Manager and Distributor for any fiscal year under either
the Investment Management Contract in effect for that year or under the
Shareholder Servicing Agreement in effect for that year.
-18-
<PAGE>
VI. FINANCIAL HIGHLIGHTS
This financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years (or since inception for the Class B
shares). Certain information reflects financial results for a single Fund share.
The total returns in the table represent the rate that an investor would have
earned [or lost] on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, for the fiscal year ended December 31, 1999, and by
other auditors for the fiscal years prior to December 31, 1999.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------
Class A
------- 1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
(for a share outstanding throughout the year)
Net asset value, beginning of year............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- -------
Income from investment operations:
Net investment income........................ 0.022 0.025 0.028 0.027 0.032
Less distributions:
Dividends from net investment income......... ( 0.022) ( 0.025) ( 0.028) ( 0.027) ( 0.032)
------- ------- ------- ------- -------
Net asset value, end of year................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= =======
Total Return................................... 2.25% 2.48% 2.84% 2.76% 3.28%
Ratios/Supplemental Data
Net assets, end of year (000).................. $233,890 $209,916 $182,653 $205,947 $171,808
Ratios to average net assets:
Expenses net of fees waived.................. 0.86% 0.88% 0.82% 0.75% 0.67%
Net investment income........................ 2.23% 2.43% 2.80% 2.73% 3.24%
Management, administration and shareholder
servicing fees waived..................... 0.00% 0.01% 0.05% 0.08% 0.22%
Expense offsets.............................. 0.00% 0.00% 0.00% 0.01% 0.01%
<CAPTION>
Year Ended
Class B December 31, October 9, 1996
------- -------------------------------------- (Commencement of Sales) to
1999 1998 1997 December 31, 1996
-------- -------- -------- -----------------
<S> <C> <C> <C> <C>
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- --------
Income from investment operations:
Net investment income........................ 0.025 0.027 0.030 0.004
Less distributions:
Dividends from net investment income......... ( 0.025) ( 0.027) ( 0.030) ( 0.004)
-------- -------- -------- --------
Net asset value, end of period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========
Total Return................................... 2.49% 2.76% 3.08% 3.08%*
Ratios/Supplemental Data
Net assets, end of period (000)................ $ 206,604 $ 30,190 $ 15,163 $ 3,436
Ratios to average net assets:
Expenses net of fees waived.................. 0.62% 0.60% 0.58% 0.56%*
Net investment income........................ 2.61% 2.72% 3.10% 3.09%*
Management and administration fees waived.... 0.00% 0.01% 0.05% 0.06%*
Expense offsets.............................. 0.00% 0.00% 0.00% 0.01%*
* Annualized
</TABLE>
-19-
<PAGE>
A Statement of Additional Information (SAI)
dated April 28, 2000, and the Fund's Annual
and Semi-Annual Reports include additional
information about the Fund and its
investments and are incorporated by reference
into this Prospectus. You may obtain the SAI,
the Annual and Semi-Annual Reports and
material incorporated by reference without
charge by calling the Fund at 1-800-221-3079.
To request other information, please call
your financial intermediary or the Fund.
=======================================================
CALIFORNIA
DAILY TAX
FREE
INCOME
FUND, INC.
PROSPECTUS
April 28, 2000
======================================================
A current SAI has been filed with the
Securities and Exchange Commission. You may
visit the Securities and Exchange
Commission's Internet website (www.sec.gov)
to view the SAI, material incorporated by
reference and other information. Copies of
the information may be obtained, after paying
a duplicating fee, by sending an electronic
request to [email protected]. These
materials can also be reviewed and copied at
the Commission's Public Reference Room in
Washington D.C. Information on the operation
of the Public Reference Room may be obtained
by calling the Commission at 1-800-SEC-0330.
In addition, copies of these materials may be
obtained, upon payment of a duplicating fee,
by writing the Public Reference Section of
the Commission, Washington, D.C. 20549-6009.
811-2950
Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, NY 10020
(212) 830-5220
CA400P
<PAGE>
- --------------------------------------------------------------------------------
CALIFORNIA
DAILY TAX FREE
INCOME FUND, INC. 600 Fifth Avenue, New York, NY 10020
(212) 830-5220
================================================================================
STATEMENT OF ADDITIONAL INFORMATION
April 28, 2000
RELATING TO THE CALIFORNIA DAILY TAX FREE INCOME FUND, INC.
PROSPECTUS DATED APRIL 28, 2000
This Statement of Additional Information (SAI) is not a Prospectus. The SAI
expands upon and supplements the information contained in the current
Prospectus of California Daily Tax Free Income Fund, Inc. (the "Fund"),
dated April 28, 2000 and should be read in conjunction with the Fund's
Prospectus.
A Prospectus may be obtained from any Participating Organization or by
writing or calling the Fund toll-free at 1-(800) 221-3079. The audited
Financial Statements of the Fund have been incorporated by reference to the
Fund's Annual Report. The Annual Report is available, without charge, upon
request by calling the toll-free number provided. The material relating to
purchase, redemption and pricing of shares has been incorporated by
reference into the Prospectus.
This Statement of Additional Information is incorporated by reference into
the respective Prospectus in its entirety.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Table of Contents
- -----------------------------------------------------------------------------------------------------------------
Fund History.................................... 2 Capital Stock and Other Securities......................24
Description of the Fund and Its Investments Purchase, Redemption and Pricing of Shares..............25
And Risks....................................... 2 Taxation of the Fund....................................25
Management of the Fund..........................19 Underwriters............................................27
Control Persons and Principal Holders of Calculation of Performance Data.........................27
Securities......................................20 Financial Statements....................................28
Investment Advisory and Other Services..........21 Description of Ratings..................................29
Brokerage Allocation and Other Practices........24 Taxable Equivalent Yield Tables.........................30
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
I. FUND HISTORY
The Fund was incorporated on December 5, 1986 in the State of Maryland.
II. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS
The Fund is an open-end, management investment company that is a short-term,
tax-exempt money market fund. The Fund's investment objectives are to seek a
high level of current income exempt from regular Federal tax and California
income tax consistent with preserving capital, maintaining liquidity and
stabilizing principal. No assurance can be given that these objectives will be
achieved.
The following discussion expands upon the description of the Fund's investment
strategies in the Prospectus.
The Fund's assets will be invested primarily in (i) high quality debt
obligations issued by or on behalf of the State of California, other states,
territories and possessions of the United States and their authorities,
agencies, instrumentalities and political subdivisions, the interest on which
is, in the opinion of bond counsel to the issuer at the date of issuance,
currently exempt from regular Federal income taxation ("Municipal Obligations")
and in (ii) Participation Certificates (which, in the opinion of Battle Fowler
LLP, counsel to the Fund, cause the Fund to be treated as the owner of an
interest in the underlying Municipal Obligations for Federal income tax
purposes) in Municipal Obligations purchased from banks, insurance companies or
other financial institutions ("Participation Certificates"). Dividends paid by
the Fund are exempt-interest dividends by virtue of being properly designated by
the Fund as derived from Municipal Obligations and Participation Certificates.
They will be exempt from regular Federal income tax provided the Fund qualifies
as a regulated investment company under Subchapter M of the Code and the Fund
complies with Section 852(b)(5) of the Code. Although the Supreme Court has
determined that Congress has the authority to subject the interest on bonds such
as the Municipal Obligations to regular Federal income taxation, existing law
excludes such interest from regular Federal income tax. However, such interest,
including exempt-interest dividends, may be subject to the Federal alternative
minimum tax.
Securities, the interest income on which may be subject to the Federal
alternative minimum tax (including Participation Certificates), may be purchased
by the Fund without limit. Securities, the interest income on which is subject
to regular Federal, state and local income tax, will not exceed 20% of the value
of the Fund's total assets. (See "Federal Income Taxes" herein.) Exempt-interest
dividends paid by the Fund that are correctly identified by the Fund as derived
from obligations issued by or on behalf of the State of California or any
California local governments, or their instrumentalities, authorities or
districts ("California Municipal Obligations") and from obligations of Puerto
Rico and the Virgin Islands, as well as any other types of obligations that
California is prohibited from taxing under the Constitution, the laws of the
United States of America or the California Constitution ("Territorial Municipal
Obligations"), will be exempt from California income tax provided the Fund
complies with applicable California requirements. (See "California Income Taxes"
herein.) To the extent that suitable California Municipal Obligations and
Territorial Obligations are not available for investment by the Fund, the Fund
may purchase Municipal Obligations issued by other states, their agencies and
instrumentalities. The dividends on these will be designated by the Fund as
derived from interest income which will be, in the opinion of bond counsel to
the issuer at the date of issuance, exempt from regular Federal income tax but
will be subject to the California income tax. Except as a temporary defensive
measure during periods of adverse market conditions as determined by the
Manager, the Fund will invest at least 65% of its assets in California Municipal
Obligations, although the exact amount of the Fund's assets invested in such
securities will vary from time to time. The Fund seeks to maintain an investment
portfolio with a dollar-weighted average maturity of 90 days or less and to
value its investment portfolio at amortized cost and maintain a net asset value
at $1.00 per share of each Class. There can be no assurance that this value will
be maintained.
The Fund may hold uninvested cash reserves pending investment. The Fund's
investments may include "when-issued" Municipal Obligations, stand-by
commitments and taxable repurchase agreements. Although the Fund will attempt to
invest 100% of its assets in Municipal Obligations and in Participation
Certificates, the Fund reserves the right to invest up to 20% of the value of
its total assets in securities, the interest income on which is subject to
regular Federal, state and local income tax. The Fund will invest more than 25%
of its assets in Participation Certificates purchased from banks in industrial
revenue bonds and other California Municipal Obligations. In view of this
"concentration" in bank Participation Certificates in California Municipal
Obligations, an investment in Fund shares should be made with an understanding
of the characteristics of the banking industry and the risks which such an
investment may entail. (See "Variable Rate Demand Instruments and Participation
Certificates" herein.) The investment objectives of the Fund described in the
preceding paragraphs of this section may not be changed unless approved by the
holders of a majority of the outstanding shares of the Fund that would be
affected by such a change. As used herein, the term "majority of the outstanding
shares" of the Fund means, respectively, the vote of the lesser of (i) 67% or
more of the shares of the Fund present at a meeting, if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy,
or (ii) more than 50% of the outstanding shares of the Fund.
The Fund may only purchase United States dollar-denominated securities that have
been determined by the Fund's Board of Directors to present minimal credit risks
and that are Eligible Securities at the time of acquisition. The term Eligible
Securities means: (i) securities which have or are deemed to have remaining
maturities of 397 days or less and rated in the two highest short-term rating
categories by any two nationally recognized statistical rating organizations
("NRSROs") or
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in such categories by the only NRSRO that has rated the Municipal Obligations
(collectively, the "Requisite NRSROs") or (ii) unrated securities determined by
the Fund's Board of Directors to be of comparable quality. In addition,
securities which have or are deemed to have remaining maturities of 397 days or
less but that at the time of issuance were long-term securities (i.e. with
maturities greater than 366 days) are deemed unrated and may be purchased if
such had received a long-term rating from the Requisite NRSROs in one of the
three highest rating categories. Provided, however, that such may not be
purchased if it (i) does not satisfy the rating requirements set forth in the
preceding sentence and (ii) has received a long-term rating from any NRSRO that
is not within the three highest long-term rating categories. A determination of
comparability by the Board of Directors is made on the basis of its credit
evaluation of the issuer, which may include an evaluation of a letter of credit,
guarantee, insurance or other credit facility issued in support of the
securities. While there are several organizations that currently qualify as
NRSROs, two examples of NRSROs are Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, ("S&P") and Moody's Investors Service, Inc.
("Moody's"). The two highest ratings by S&P and Moody's are "AAA" and "AA" by
S&P in the case of long-term bonds and notes or "Aaa" and "Aa" by Moody's in the
case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by Moody's in the
case of notes; "A-1" and "A-2" by S&P or "Prime-1" and "Prime-2" by Moody's in
the case of tax-exempt commercial paper. The highest rating in the case of
variable and floating demand notes is "VMIG-1" by Moody's or "SP-1/AA" by S&P.
Such instruments may produce a lower yield than would be available from less
highly rated instruments.
Subsequent to its purchase by the Fund, a rated security may cease to be rated
or its rating may be reduced below the minimum required for purchase by the
Fund. If this occurs, the Board of Directors of the Fund shall promptly reassess
whether the security presents minimal credit risks and shall cause the Fund to
take such action as the Board of Directors determines is in the best interest of
the Fund and its shareholders. However, reassessment is not required if the
security is disposed of or matures within five business days of the Manager
becoming aware of the new rating and provided further that the Board of
Directors is subsequently notified of the Manager's actions.
In addition, in the event that a security (i) is in default, (ii) ceases to be
an Eligible Security under Rule 2a-7 of the 1940 Act, or (iii) is determined to
no longer present minimal credit risks, or an event of insolvency occurs with
respect to the issues of a portfolio security or the provider of any Demand
Feature or Guarantee, the Fund will dispose of the security absent a
determination by the Fund's Board of Directors that disposal of the security
would not be in the best interests of the Fund. Disposal of the security shall
occur as soon as practicable consistent with achieving an orderly disposition by
sale, exercise of any demand feature or otherwise. In the event of a default
with respect to a security which immediately before default accounted for 1/2 of
1% or more of the Fund's total assets, the Fund shall promptly notify the SEC of
such fact and of the actions that the Fund intends to take in response to the
situation.
All investments by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund
portfolio (on a dollar-weighted basis) will be 90 days or less. The maturities
of variable rate demand instruments held in the Fund's portfolio will be deemed
to be the longer of the period required before the Fund is entitled to receive
payment of the principal amount of the instrument through demand, or the period
remaining until the next interest rate adjustment, although the stated
maturities may be in excess of 397 days.
With respect to 75% of its total assets, the Fund shall invest not more than 5%
of its total assets in Municipal Obligations or Participation Certificates
issued by a single issuer. However, the Fund shall not invest more than 5% of
its total assets in Municipal Obligations or Participation Certificates issued
by a single issuer unless Municipal Obligations are First Tier Securities.
The Fund intends to qualify as a regulated investment company under Subchapter M
of the Code. The Fund will be restricted in that at the close of each quarter of
the taxable year, at least 50% of the value of its total assets must be
represented by cash, government securities, regulated investment company
securities and other securities which are limited in respect of any one issuer
to not more than 5% in value of the total assets of the Fund and to not more
than 10% of the outstanding voting securities of such issuer. In addition, at
the close of each quarter of its taxable year, not more than 25% in value of the
Fund's total assets may be invested in securities of one issuer (or two or more
issuers that the Fund controls) other than Government securities or regulated
investment company securities. The limitations described in this paragraph
regarding qualification as a regulated investment company are not fundamental
policies and may be revised to the extent applicable Federal income tax
requirements are revised. (See "Federal Income Taxes" herein.)
Description Of Municipal Obligations
As used herein, "Municipal Obligations" include the following as well as
"Variable Rate Demand Instruments and Participation Certificates".
1. Municipal Bonds with remaining maturities of 397 days or less that are
Eligible Securities at the time of acquisition. Municipal Bonds are debt
obligations of states, cities, counties, municipalities and municipal
agencies (all of which are generally referred to as "municipalities"). They
generally have a maturity at the time of issue of one year or more and are
issued to raise funds for various public purposes such as construction of a
wide range of public facilities, to refund outstanding obligations and to
obtain funds for institutions and facilities.
The two principal classifications of Municipal Bonds are "general
obligation" and "revenue" bonds. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment
of principal and interest.
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<PAGE>
Issuers of general obligation bonds include states, counties, cities, towns
and other governmental units. The principal of, and interest on, revenue
bonds are payable from the income of specific projects or authorities and
generally are not supported by the issuer's general power to levy taxes. In
some cases, revenues derived from specific taxes are pledged to support
payments on a revenue bond.
In addition, certain kinds of "private activity bonds" are issued by public
authorities to provide funding for various privately operated industrial
facilities (hereinafter referred to as "industrial revenue bonds" or
"IRBs"). Interest on IRBs is generally exempt, with certain exceptions,
from regular Federal income tax pursuant to Section 103(a) of the Code,
provided the issuer and corporate obligor thereof continue to meet certain
conditions. (See "Federal Income Taxes" herein.) IRBs are, in most cases,
revenue bonds and do not generally constitute the pledge of the credit of
the issuer of such bonds. The payment of the principal and interest on IRBs
usually depends solely on the ability of the user of the facilities
financed by the bonds or other guarantor to meet its financial obligations
and, in certain instances, the pledge of real and personal property as
security for payment. If there is no established secondary market for the
IRBs, the IRBs or the Participation Certificates in IRBs purchased by the
Fund will be supported by letters of credit, guarantees or insurance that
meet the definition of Eligible Securities at the time of acquisition and
provide the demand feature which may be exercised by the Fund at any time
to provide liquidity. Shareholders should note that the Fund may invest in
IRBs acquired in transactions involving a Participating Organization. In
accordance with Investment Restriction 6 herein, the Fund is permitted to
invest up to 10% of the portfolio in high quality, short-term Municipal
Obligations (including IRBs) meeting the definition of Eligible Securities
at the time of acquisition that may not be readily marketable or have a
liquidity feature.
2. Municipal Notes with remaining maturities of 397 days or less that are
Eligible Securities at the time of acquisition. The principal kinds of
Municipal Notes include tax anticipation notes, bond anticipation notes,
revenue anticipation notes and project notes. Notes sold in anticipation of
collection of taxes, a bond sale or receipt of other revenues are usually
general obligations of the issuing municipality or agency. Project notes
are issued by local agencies and are guaranteed by the United States
Department of Housing and Urban Development. Project notes are also secured
by the full faith and credit of the United States. The Fund's investments
may be concentrated in Municipal Notes of California issuers.
3. Municipal Commercial Paper that is an Eligible Security at the time of
acquisition. Issues of Municipal Commercial Paper typically represent very
short-term, unsecured, negotiable promissory notes. These obligations are
often issued to meet seasonal working capital needs of municipalities or to
provide interim construction financing. They are paid from general revenues
of municipalities or are refinanced with long-term debt. In most cases
Municipal Commercial Paper is backed by letters of credit, lending
agreements, note repurchase agreements or other credit facility agreements
offered by banks or other institutions which may be called upon in the
event of default by the issuer of the commercial paper.
4. Municipal Leases, which may take the form of a lease or an installment
purchase or conditional sale contract, issued by state and local
governments and authorities to acquire a wide variety of equipment and
facilities such as fire and sanitation vehicles, telecommunications
equipment and other capital assets. Municipal Leases frequently have
special risks not normally associated with general obligation or revenue
bonds. Leases and installment purchase or conditional sale contracts (which
normally provide for title to the leased asset to pass eventually to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting the constitutional and
statutory requirements for the issuance of debt. The debt-issuance
limitations of many state constitutions and statutes are deemed to be
inapplicable because of the inclusion in many leases or contracts of
"non-appropriation" clauses. These clauses provide that the governmental
issuer has no obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the appropriate
legislative body on a yearly or other periodic basis. To reduce this risk,
the Fund will only purchase Municipal Leases subject to a non-appropriation
clause where the payment of principal and accrued interest is backed by an
unconditional irrevocable letter of credit, a guarantee, insurance or other
comparable undertaking of an approved financial institution. These types of
Municipal Leases may be considered illiquid and subject to the 10%
limitation of investments in illiquid securities set forth under
"Investment Restrictions" contained herein. The Board of Directors may
adopt guidelines and delegate to the Manager the daily function of
determining and monitoring the liquidity of Municipal Leases. In making
such determination, the Board and the Manager may consider such factors as
the frequency of trades for the obligation, the number of dealers willing
to purchase or sell the obligations and the number of other potential
buyers and the nature of the marketplace for the obligations, including the
time needed to dispose of the obligations and the method of soliciting
offers. If the Board determines that any Municipal Leases are illiquid,
such lease will be subject to the 10% limitation on investments in illiquid
securities. The Fund has no intention to invest in Municipal Leases in the
foreseeable future and will amend this Statement of Additional Information
in the event that such an intention should develop in the future.
5. Any other Federal tax-exempt, and to the extent possible, California Income
tax-exempt obligations issued by or on behalf of states and municipal
governments and their authorities, agencies, instrumentalities and
political subdivisions, whose inclusion in the Fund would be consistent
with the Fund's investment objectives, policies and risks described herein
and permissible under Rule 2a-7 under the 1940 Act.
Subsequent to its purchase by the Fund, a rated Municipal Obligation may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs, the Board of Directors of the Fund shall promptly
reassess whether the Municipal Obligation presents minimal credit risks and
shall cause the Fund to take such action as
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<PAGE>
the Board of Directors determines is in the best interest of the Fund and its
shareholders. However, reassessment is not required if the Municipal Obligation
is disposed of or matures within five business days of the Manager becoming
aware of the new rating and provided further that the Board of Directors is
subsequently notified of the Manager's actions.
In addition, in the event that a Municipal Obligation (i) is in default, (ii)
ceases to be an Eligible Security under Rule 2a-7 of the 1940 Act, or (iii) is
determined to no longer present minimal credit risks, or an event of insolvency
occurs with respect to the issues of a portfolio security or the provider of any
Demand Feature or Guarantee, the Fund will dispose of the security absent a
determination by the Fund's Board of Directors that disposal of the security
would not be in the best interests of the Fund. Disposal of the security shall
occur as soon as practicable consistent with achieving an orderly disposition by
sale, exercise of any demand feature or otherwise. In the event of a default
with respect to a security which immediately before default accounted for 1/2 of
1% or more of the Fund's total assets, the Fund shall promptly notify the SEC of
such fact and of the actions that the Fund intends to take in response to the
situation.
Variable Rate Demand Instruments and Participation Certificates
Variable rate demand instruments that the Fund will purchase are tax-exempt
Municipal Obligations. They provide for a periodic adjustment in the interest
rate paid on the instrument and permit the holder to demand payment of the
unpaid principal balance plus accrued interest at specified intervals upon a
specified number of days notice either from the issuer or by drawing on a bank
letter of credit, a guarantee or insurance issued with respect to such
instrument.
The variable rate demand instruments in which the Fund may invest are payable on
demand on not more than 30 calendar days' notice and may be exercised at any
time or at specified intervals not exceeding 397 days depending upon the terms
of the instrument. Variable rate demand instruments that can not be disposed of
properly within seven days in the ordinary course of business are illiquid
securities. The terms of the instruments provide that interest rates are
adjustable at intervals ranging from daily to up to 397 days. The adjustments
are based upon the "prime rate"* of a bank or other appropriate interest rate
adjustment index as provided in the respective instruments. The Fund decides
which variable rate demand instruments it will purchase in accordance with
procedures prescribed by its Board of Directors to minimize credit risks. A fund
utilizing the amortized cost method of valuation under Rule 2a-7 of the 1940 Act
may purchase variable rate demand instruments only if (i) the instrument is
subject to an unconditional demand feature, exercisable by the Fund in the event
of a default in the payment of principal or interest on the underlying
securities, that is an Eligible Security or (ii) the instrument is not subject
to an unconditional demand feature but does qualify as an Eligible Security and
has a long-term rating by the Requisite NRSROs in one of the two highest rating
categories, or if unrated, is determined to be of comparable quality by the
Fund's Board of Directors. The Fund's Board of Directors may determine that an
unrated variable rate demand instrument meets the Fund's high quality criteria
if it is backed by a letter of credit or guarantee or is insured by an insurer
that meets the quality criteria for the Fund stated herein or on the basis of a
credit evaluation of the underlying obligor. If an instrument is ever not deemed
to be an Eligible Security, the Fund either will sell it in the market or
exercise the demand feature.
The variable rate demand instruments that the Fund may invest in include
Participation Certificates purchased by the Fund from banks, insurance companies
or other financial institutions in fixed or variable rate, tax-exempt Municipal
Obligations (expected to be concentrated in IRBs) owned by such institutions or
affiliated organizations. The Fund will not purchase Participation Certificates
in fixed rate tax-exempt Municipal Obligations without obtaining an opinion of
counsel that the Fund will be treated as the owner thereof for Federal income
tax purposes. A Participation Certificate gives the Fund an undivided interest
in the Municipal Obligation in the proportion that the Fund's participation
interest bears to the total principal amount of the Municipal Obligation and
provides the demand repurchase feature described below. Where the institution
issuing the participation does not meet the Fund's eligibility criteria, the
participation is backed by an irrevocable letter of credit or guaranty of a bank
(which may be the bank issuing the Participation Certificate, a bank issuing a
confirming letter of credit to that of the issuing bank, or a bank serving as
agent of the issuing bank with respect to the possible repurchase of the
certificate of participation) or insurance policy of an insurance company that
the Board of Directors of the Fund has determined meets the prescribed quality
standards for the Fund. The Fund has the right to sell the Participation
Certificate back to the institution. Where applicable, the Fund can draw on the
letter of credit or insurance after no more than 30 days' notice either at any
time or at specified intervals not exceeding 397 days (depending on the terms of
the participation), for all or any part of the full principal amount of the
Fund's participation interest in the security plus accrued interest. The Fund
intends to exercise the demand only (i) upon a default under the terms of the
bond documents, (ii) as needed to provide liquidity to the Fund in order to make
redemptions of Fund shares, or (iii) to maintain a high quality investment
portfolio. The institutions issuing the Participation Certificates will retain a
service and letter of credit fee (where applicable) and a fee for providing the
demand repurchase feature, in an amount equal to the excess of the interest paid
on the instruments over the negotiated yield at which the participations were
purchased by the Fund. The total fees generally range from 5% to 15% of the
applicable prime rate or other interest rate index. With respect to insurance,
the Fund will attempt to have the issuer of the Participation Certificate bear
the cost of
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* The prime rate is generally the rate charged by a bank to its most
creditworthy customers for short-term loans. The prime rate of a particular
bank may differ from other banks and will be the rate announced by each
bank on a particular day. Changes in the prime rate may occur with great
frequency and generally become effective on the date announced.
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<PAGE>
the insurance. However, the Fund retains the option to purchase insurance if
necessary, in which case the cost of insurance will be an expense of the Fund
subject to the expense limitation (see "Expense Limitation" herein). The Manager
has been instructed by the Fund's Board of Directors to continually monitor the
pricing, quality and liquidity of the variable rate demand instruments held by
the Fund, including the Participation Certificates, on the basis of published
financial information and reports of the rating agencies and other bank
analytical services to which the Fund may subscribe. Although these instruments
may be sold by the Fund, the Fund intends to hold them until maturity, except
under the circumstances stated above (see "Federal Income Taxes" herein).
In view of the "concentration" of the Fund in Participation Certificates in
California Municipal Obligations, which may be secured by bank letters of credit
or guarantees, an investment in the Fund should be made with an understanding of
the characteristics of the banking industry and the risks which such an
investment may entail. Banks are subject to extensive governmental regulations
which may limit both the amounts and types of loans and other financial
commitments which may be made and interest rates and fees which may be charged.
The profitability of this industry is largely dependent upon the availability
and cost of capital funds for the purpose of financing lending operations under
prevailing money market conditions. Also, general economic conditions play an
important part in the operations of this industry and exposure to credit losses
arising from possible financial difficulties of borrowers might affect a bank's
ability to meet its obligations under a letter of credit. The Fund may invest
25% or more of the net assets of any portfolio in securities that are related in
such a way that an economic, business or political development or change
affecting one of the securities would also affect the other securities. This
includes, for example, securities the interest upon which is paid from revenues
of similar type projects, or securities the issuers of which are located in the
same state.
While the value of the underlying variable rate demand instruments may change
with changes in interest rates generally, the variable rate nature of the
underlying variable rate demand instruments should minimize changes in value of
the instruments. Accordingly, as interest rates decrease or increase, the
potential for capital appreciation and the risk of potential capital
depreciation is less than would be the case with a portfolio of fixed income
securities. The portfolio may contain variable maximum rates set by state law,
which limit the degree to which interest on such variable rate demand
instruments may fluctuate; to the extent state law contains such limits,
increases or decreases in value may be somewhat greater than would be the case
without such limits. Additionally, the portfolio may contain variable rate
demand Participation Certificates in fixed rate Municipal Obligations. The fixed
rate of interest on these Municipal Obligations will be a ceiling on the
variable rate of the Participation Certificate. In the event that interest rates
increase so that the variable rate exceeds the fixed rate on the Municipal
Obligations, the Municipal Obligations can no longer be valued at par and may
cause the Fund to take corrective action, including the elimination of the
instruments from the portfolio. Because the adjustment of interest rates on the
variable rate demand instruments is made in relation to movements of the
applicable banks' "prime rates"*, or other interest rate adjustment index, the
variable rate demand instruments are not comparable to long-term fixed rate
securities. Accordingly, interest rates on the variable rate demand instruments
may be higher or lower than current market rates for fixed rate obligations of
comparable quality with similar maturities.
Because of the variable rate nature of the instruments, the Fund's yield will
decline and its shareholders will forego the opportunity for capital
appreciation during periods when prevailing interest rates have declined. On the
other hand, during periods where prevailing interest rates have increased, the
Fund's yield will increase and its shareholders will have reduced risk of
capital depreciation.
For purposes of determining whether a variable rate demand instrument held by
the Fund matures within 397 days from the date of its acquisition, the maturity
of the instrument will be deemed to be the longer of (i) the period required
before the Fund is entitled to receive payment of the principal amount of the
instrument or (ii) the period remaining until the instrument's next interest
rate adjustment. The maturity of a variable rate demand instrument will be
determined in the same manner for purposes of computing the Fund's
dollar-weighted average portfolio maturity. If a variable rate demand instrument
ceases to be an Eligible Security it will be sold in the market or through
exercise of the repurchase demand feature to the issuer.
When-Issued Securities
New issues of certain Municipal Obligations frequently are offered on a
when-issued basis. The payment obligation and the interest rate that will be
received on these Municipal Obligations are each fixed at the time the buyer
enters into the commitment although delivery and payment of the Municipal
Obligations normally take place within 45 days after the date of the Fund's
commitment to purchase. Although the Fund will only make commitments to purchase
when-issued Municipal Obligations with the intention of actually acquiring them,
the Fund may sell these securities before the settlement date if deemed
advisable by the Manager.
Municipal Obligations purchased on a when-issued basis and the securities held
in the Fund's portfolio are subject to changes in value (both generally changing
in the same way; that is, both experiencing appreciation when interest rates
decline and depreciation when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Purchasing Municipal Obligations on
a when-issued basis can involve a risk that the yields available in the market
when the delivery takes place may actually be higher or lower than those
obtained in the transaction itself. A separate account of the Fund consisting of
cash or liquid debt securities
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equal to the amount of the when-issued commitments will be established at the
Fund's custodian bank. For the purpose of determining the adequacy of the
securities in the account, the deposited securities will be valued at market
value. If the market or fair value of such securities declines, additional cash
or highly liquid securities will be placed in the account daily so that the
value of the account will equal the amount of such commitments by the Fund. On
the settlement date of the when-issued securities, the Fund will meet its
obligations from then-available cash flow, sale of securities held in the
separate account, sale of other securities or, although it would not normally
expect to do so, from sale of the when-issued securities themselves (which may
have a value greater or lesser than the Fund's payment obligations). Sale of
securities to meet such obligations may result in the realization of capital
gains or losses, which are not exempt from Federal income tax.
Stand-by Commitments
When the Fund purchases Municipal Obligations, it may also acquire stand-by
commitments from banks and other financial institutions. Under a stand-by
commitment, a bank or broker-dealer agrees to purchase at the Fund's option a
specified Municipal Obligation at a specified price with same day settlement. A
stand-by commitment is the equivalent of a "put" option acquired by the Fund
with respect to a particular Municipal Obligation held in its portfolio.
The amount payable to the Fund upon its exercise of a stand-by commitment
normally would be (i) the acquisition cost of the Municipal Obligation
(excluding any accrued interest that the Fund paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the security, plus (ii) all interest accrued on
the security since the last interest payment date during the period the security
was owned by the Fund. Absent unusual circumstances relating to a change in
market value, the Fund would value the underlying Municipal Obligation at
amortized cost. Accordingly, the amount payable by a bank or dealer during the
time a stand-by commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation.
The Fund's right to exercise a stand-by commitment would be unconditional and
unqualified. A stand-by commitment would not be transferable by the Fund,
although it could sell the underlying Municipal Obligation to a third party at
any time.
The Fund expects stand-by commitments to generally be available without the
payment of any direct or indirect consideration. However, if necessary and
advisable, the Fund may pay for stand-by commitments either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to such a commitment (thus reducing the yield to maturity otherwise available
for the same securities). The total amount paid in either manner for outstanding
stand-by commitments held in the Fund's portfolio will not exceed 1/2 of 1% of
the value of the Fund's total assets calculated immediately after the
acquisition of each stand-by commitment.
The Fund will enter into stand-by commitments only with banks and other
financial institutions that, in the Manager's opinion, present minimal credit
risks. If the issuer of the Municipal Obligation does not meet the eligibility
criteria, the issuer of the stand-by commitment will have received a rating
which meets the eligibility criteria or, if not rated, will present a minimal
risk of default as determined by the Board of Directors. The Fund's reliance
upon the credit of these banks and broker-dealers will be supported by the value
of the underlying Municipal Obligations held by the Fund that were subject to
the commitment.
The Fund intends to acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The purpose of this practice is to permit the Fund to be fully
invested in securities the interest on which is exempt from Federal income tax
while preserving the necessary liquidity to purchase securities on a when-issued
basis, to meet unusually large redemptions and to purchase at a later date
securities other than those subject to the stand-by commitment. The acquisition
of a stand-by commitment would not affect the valuation or assumed maturity of
the underlying Municipal Obligations which will continue to be valued in
accordance with the amortized cost method. Stand-by commitments acquired by the
Fund will be valued at zero in determining net asset value. In those cases in
which the Fund pays directly or indirectly for a stand-by commitment, its cost
will be reflected as unrealized depreciation for the period during which the
commitment is held by the Fund. Stand-by commitments will not affect the
dollar-weighted average maturity of the Fund's portfolio. The maturity of a
security subject to a stand-by commitment is longer than the stand-by repurchase
date.
The stand-by commitments the Fund may enter into are subject to certain risks.
These include the ability of the issuer of the commitment to pay for the
securities at the time the commitment is exercised, the fact that the commitment
is not marketable by the Fund, and that the maturity of the underlying security
will generally be different from that of the commitment.
In addition, the Fund may apply to the Internal Revenue Service for a ruling, or
seek from its counsel an opinion, that interest on Municipal Obligations subject
to stand-by commitments will be exempt from Federal income taxation (see
"Federal Income Taxes" herein). In the absence of a favorable tax ruling or
opinion of counsel, the Fund will not engage in the purchase of securities
subject to stand-by commitments.
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Taxable Securities
Although the Fund will attempt to invest 100% of its net assets in tax-exempt
Municipal Obligations, the Fund may invest up to 20% of the value of its total
assets in securities of the kind described below. The interest income from such
securities is subject to regular Federal or California income tax, under any one
or more of the following circumstances: (i) pending investment of proceeds of
sales of Fund shares or of portfolio securities, (ii) pending settlement of
purchases of portfolio securities, and (iii) to maintain liquidity for the
purpose of meeting anticipated redemptions. In addition, the Fund may
temporarily invest more than 20% in such taxable securities when, in the opinion
of the Manager, it is advisable to do so because of adverse market conditions
affecting the market for Municipal Obligations. The kinds of taxable securities
in which the Fund may invest are limited to the following short-term,
fixed-income securities (maturing in 397 days or less from the time of
purchase): (i) obligations of the United States Government or its agencies,
instrumentalities or authorities, (ii) commercial paper meeting the definition
of Eligible Securities at the time of acquisition, (iii) certificates of deposit
of domestic banks with assets of $1 billion or more, and (iv) repurchase
agreements with respect to any Municipal Obligations or other securities which
the Fund is permitted to own. (See "Federal Income Taxes" herein.)
Repurchase Agreements
The Fund may invest in instruments subject to repurchase agreements with
securities dealers or member banks of the Federal Reserve System. Under the
terms of a typical repurchase agreement, the Fund will acquire an underlying
debt instrument for a relatively short period (usually not more than one week)
subject to an obligation of the seller to repurchase and the Fund to resell the
instrument at a fixed price and time, thereby determining the yield during the
Fund's holding period. This results in a fixed rate of return insulated from
market fluctuations during such period. A repurchase agreement is subject to the
risk that the seller may fail to repurchase the security. Repurchase agreements
may be deemed to be loans under the 1940 Act. All repurchase agreements entered
into by the Fund shall be fully collateralized at all times during the period of
the agreement in that the value of the underlying security shall be at least
equal to the amount of the loan, including the accrued interest thereon.
Additionally, the Fund or its custodian shall have possession of the collateral,
which the Fund's Board believes will give it a valid, perfected security
interest in the collateral. In the event of default by the seller under a
repurchase agreement construed to be a collateralized loan, the underlying
securities are not owned by the Fund but only constitute collateral for the
seller's obligation to pay the repurchase price. Therefore, the Fund may suffer
time delays and incur costs in connection with the disposition of the
collateral. The Fund's Board believes that the collateral underlying repurchase
agreements may be more susceptible to claims of the seller's creditors than
would be the case with securities owned by the Fund. It is expected that
repurchase agreements will give rise to income which will not qualify as
tax-exempt income when distributed by the Fund. The Fund will not invest in a
repurchase agreement maturing in more than seven days if any such investment,
together with illiquid securities held by the Fund, exceeds 10% of the Fund's
total net assets. (See Investment Restriction Number 6 herein.) Repurchase
agreements are subject to the same risks described herein for stand-by
commitments.
California Risk Factors
Certain of the California Municipal Obligations in the Fund may be bonds or
other types of obligations that rely in whole or in part, directly or
indirectly, on ad valorem real property taxes as a source of revenue. In the
past few decades, California voters have approved amendments to the California
Constitution that establish certain limitations on the powers of municipalities
to impose and collect taxes on real property. See discussions below on
"Proposition 98" and "Constitutional and Statutory Limitations."
California Economy. The economy of the State of California (sometimes referred
to herein as the "State") is the largest among the 50 states and one of the
largest in the world. This diversified economy has major components in high
technology, trade, entertainment, agriculture, manufacturing, tourism,
construction and services.
The State's July 1, 1999 population of over 34 million represented over 12
percent of the total United States population. California's population is
concentrated in metropolitan areas. As of the April 1, 1990 census, 96 percent
of population resided in the 23 Metropolitan Statistical Areas in the State. As
of July 1, 1998, the five-county Los Angeles area accounted for 49 percent of
the State's population, with 16.0 million residents. The 10-county San Francisco
Bay Area represented 21 percent, with a population of 7.0 million.
Following a severe recession beginning in 1990, the State of California's
financial condition improved markedly during the fiscal years starting in
1995-96, with a combination of better than expected revenues, slowdown in growth
of social welfare programs, and continued spending restraint based on actions
taken in earlier years. California's cash position also improved, and no
external deficit borrowing occurred over the end of the last four fiscal years
(a "Fiscal Year" begins on July 1 and ends on June 30).
The State's economy grew strongly during the Fiscal Years beginning in 1995-96,
and as a result, the General Fund (which is the primary revenue account of the
State, holding all revenues received by the State Treasury that are not required
to be credited to a special fund and earnings from investments not required to
be allocated to another fund) took in substantially greater tax revenues (around
$2.2 billion in 1995-96, $1.6 billion in 1996-97 and $2.4 billion in 1997-98 and
$1.7 billion in 1998-99) than were initially planned when the budgets were
enacted. These additional funds were
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largely directed to school spending as mandated by Proposition 98, to make up
shortfalls from reduced federal health and welfare aid in 1995-96 and 1996-97
and particularly in 1998-99 to fund new program incentives. (See "Proposition
98" below.)
In the Governor's Budget released on January 10, 2000, the Department of Finance
projected that the California economy will continue to show strong growth in
2000, followed by more moderate gains in 2001. The projection also assumes
continued growth in the stock market, although at lower rates than in the past
two years. The economic expansion has been marked by strong growth in high
technology business services (including software, computer programming and the
Internet), nonresidential construction, and tourism-related industries. The
Asian economic crisis, which dampened growth in high technology manufacturing
much of 1998 and 1999, appears to have ended. California-made exports advanced
10.2 percent in the third quarter of 1999 over the comparable 1998 period, led
by a 48.5 percent increase in sales to East Asia (excluding Japan). As a result,
employment in several electronics manufacturing industries began to recover in
the latter months of 1999. Continued improvement in Asia, ongoing strength in
NAFTA partners Mexico and Canada, and stronger growth in Europe are expected to
further increase California-made exports in 2000 and 2001. Nonresidential
construction has been strong for the past four years. New residential
construction has increased since the lows of the early 1990's recession, but
remains lower than during the previous economic expansion in the 1980's.
1998-99 Fiscal Year Budget
The following were major features of the 1998 Budget Act and certain additional
fiscal bills enacted before the end of the legislative session:
1. The most significant feature of the 1998-99 budget was agreement on a total
of $1.4 billion of tax cuts. The central element was a bill that provided
for a phased-in reduction of the Vehicle License Fee ("VLF") . Since the
VLF is transferred to cities and counties under existing law, the bill
provided for the General Fund to replace the lost revenues. Starting on
January 1, 1999, the VLF has been reduced by 25 percent, at a cost to the
General Fund of approximately $500 million in the 1998-99 Fiscal Year and
about $1 billion annually thereafter.
In addition to the cut in VLF, the 1998-99 budget included both temporary
and permanent increases in the personal income tax dependent credit ($612
million General Fund cost in 1998-99, but less in future years), a
nonrefundable renters' tax credit ($133 million), and various targeted
business tax credits ($106 million).
2. Proposition 98 funding for local schools and community colleges ("K-14")
was increased by $1.7 billion in General Fund moneys over revised 1997-98
levels, over $300 million higher than the minimum Proposition 98 guarantee.
(See also "Proposition 98" below.) Of the 1998-99 funds, major new programs
included money for instructional and library materials, deferred
maintenance, support for increasing the school year to 180 days and
reduction of class sizes in Grade 9. The Budget also included $250 million
as repayment of prior years' loans to schools, as part of the settlement of
the California Teachers' Association v. Gould lawsuit. (See "Proposition
98" below.)
3. Funding for higher education increased substantially above the actual
1997-98 level. General Fund support was increased by $340 million (15.6
percent) for the University of California and $267 million (14.1 percent)
for the California State University system. In addition, Community Colleges
funding increased by $300 million (6.6 percent).
4. The Budget included increased funding for health, welfare and social
services programs. A 4.9 percent grant increase was included in the basic
welfare grants, the first increase in those grants in 9 years.
5. Funding for the judiciary and criminal justice programs increased by about
11 percent over 1997-98, primarily to reflect increased State support for
local trial courts and rising prison population.
6. Major legislation enacted after the 1998 Budget Act included new funding
for resources projects, a share of the purchase of the Headwaters Forest,
funding for the Infrastructure and Economic Development Bank ($50 million)
and funding for the construction of local jails. The State realized savings
of $433 million from a reduction in the State's contribution to the State
Teacher's Retirement System in 1998-99.
Final tabulation of revenues and expenditures contained in the 2000-01
Governor's Budget, released on January 10, 2000, reveals that stronger than
expected economic conditions in the State produced total 1998-99 General Fund
revenues of about $58.6 billion, almost $1.6 billion above the 1998 Budget Act
estimates. Actual General Fund expenditures were $57.8 billion, the amount
estimated at the 1998 Budget Act. Some of this additional revenue will be
directed to K-14 schools pursuant to Proposition 98. The Governor's Budget
reports a balance in the State's budget reserve fund at June 30, 1999, of
approximately $3.1 billion.
1999-00 Fiscal Year Budget
On January 8, 1999, Governor Davis released his proposed budget for Fiscal Year
1999-00 (the "January Governor's Budget"). The January Governor's Budget
generally reported that General Fund revenues for Fiscal Year 1998-99 and Fiscal
Year 1999-00 would be lower than earlier projections (primarily due to weaker
overseas economic conditions perceived in late 1998), while some welfare
caseloads would be higher than earlier projections. The January Governor's
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Budget proposed $60.5 billion of General Fund expenditures in Fiscal Year
1999-00, with a $415 million budget reserve at June 30, 2000.
The 1999 Governor's May Revision of the Budget (the "May Revision") showed an
additional $4.3 billion of revenues for combined Fiscal Years 1998-99 and
1999-00. The completion of the 1999 Budget Act occurred in a timely fashion. The
final Budget Bill was adopted by the Legislature on June 16, 1999, and was
signed by the Governor on June 29, 1999 (the "1999 Budget Act"), meeting the
Constitutional deadline for budget enactment for only the second time in the
1990's.
The final 1999 Budget Act estimated General Fund revenues and transfers of $63.0
billion, and contained expenditures totaling $63.7 billion after the Governor
used his line-item veto to reduce the legislative Budget Bill expenditures by
$581 million (both General Fund and special fund). The 1999 Budget Act also
contained expenditures of $16.1 billion from special funds and $1.5 billion from
bond funds. The Administration estimated that the State's budget reserve fund
would have a balance at June 30, 2000, of about $880 million. Not included in
this amount was an additional $300 million that (after the Governor's vetoes)
was "set aside" to provide funds for employee salary increases (to be negotiated
in bargaining with employee unions), and for litigation reserves. The 1999
Budget Act anticipated normal cash flow borrowing during the Fiscal Year.
The principal features of the 1999 Budget Act include the following:
1. Proposition 98 funding for K-12 schools was increased by $1.6 billion in
General Fund moneys over revised 1998-99 levels, $108.6 million higher than
the minimum Proposition 98 guarantee. Of the 1999-00 funds, major new
programs included money for reading improvement, new textbooks, school
safety, improving teacher quality, funding teacher bonuses, providing
greater accountability for school performance, increasing preschool and
after school care programs and funding deferred maintenance of school
facilities. The Budget also includes $310 million as repayment of prior
years' loans to schools, as part of the settlement of the California
Teachers' Association v. Gould lawsuit. (See also "Proposition 98" below.)
2. Funding for higher education increased substantially above the actual
1998-99 level. General Fund support was increased by $184 million (7.3
percent) for the University of California ("UC") and $126 million (5.9
percent) for the California State University system ("CSU"). In addition,
Community Colleges funding increased by $324.3 million (6.6 percent). As a
result, undergraduate fees at UC and CSU will be reduced for the second
consecutive year, and the per-unit charge at Community Colleges was reduced
by $1.
3. The Budget included increased funding of nearly $600 million for health and
human services.
4. About $800 million from the General Fund will be directed toward
infrastructure costs, including $425 million in additional funding for the
Infrastructure Bank, initial planning costs for the new prison in the
Central Valley, additional equipment for train and ferry service, and
payment of deferred maintenance for state parks.
5. The Legislature enacted a one-year additional reduction of 10 percent of
the VLF for calendar year 2000, at a General Fund cost of about $250
million in each of Fiscal Year 1999-00 and 2000-01 to make up lost funding
to local governments. Conversion of this one-time reduction to a permanent
cut will remain subject to the revenue tests in the legislation adopted
previously. Several other targeted tax cuts, primarily for businesses, were
also approved, at a cost of $54 million in 1999-00.
6. A one-time appropriation of $150 million, to be split between cities and
counties, was made to offset property tax shifts during the early 1990's.
Additionally, an ongoing $50 million was appropriated as a subvention to
cities for jail booking or processing fees charged by counties when an
individual arrested by city personnel is taken to a county detention
facility.
The revised 1999-00 budget included in the 2000-01 Governor's Budget also
reflects the latest estimated costs or savings as provided in various pieces of
legislation passed and signed after the 1999 Budget Act. The revised budget
includes $730 million for various departments for enrollment, caseload and
population changes and $562 million for Smog Impact Fee refunds. (See discussion
of the Jordan case under "Pending Litigation" below.) Revised 1999-00 revenues
are $65.2 billion or $2.2 billion higher than projections at the 1999 Budget
Act. Revised 1999-00 expenditures are $65.9 billion or $2.1 billion higher than
projections at the 1999 Budget Act.
The State's Legislative Analyst (LAO) issued a report in February 2000. The LAO
report indicates General Fund revenues for the 18-month period (January 2000
through June 2001) could be as much as $4.2 billion higher than the 2000-01
Governor's Budget estimates. The LAO estimate was issued after analyzing actual
revenues for December 1999 and January 2000, which were not available at the
time the Governor's Budget estimates were prepared. The LAO report assumed the
continuation of strong economic growth in the State during this period.
Proposed 2000-01 Fiscal Year Budget
On January 10, 2000, Governor Davis released his proposed budget for Fiscal Year
2000-01. The 2000-01 Governor's Budget generally reflects that General Fund
revenues for Fiscal Year 1999-00 will be higher than projections made at the
time of the 1999 Budget Act.
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The Governor's Budget projects General Fund revenues and transfers in 2000-01 of
$68.2 billion. This includes anticipated payments from the tobacco litigation
settlement of $387.9 million and the receipt of one-time revenue from the sale
of assets. (See "Tobacco Litigation" and "Pending Litigation" below.) More
accurate revenue estimates will be available in May and June before the adoption
of the Budget. The Governor has proposed $167 million in tax reduction
initiatives.
The Governor's Budget proposes General Fund expenditures of $68.8 billion.
Included in the Budget are set-asides of $500 million for legal contingencies
and $100 million for various one-time legislative initiatives. At the time of
the release of the 2000-01 Governor's Proposed Budget, on January 10, 2000, the
Department of Finance projected the State's budget reserve fund would have a
balance of about $2.420 billion at June 30, 2000, compared to the amount of $880
million projected at the time the 1999 Budget Act was signed on June 29, 1999.
Based on the proposed revenues and expenditures, the Governor's Budget projects
the June 30, 2001 balance in the State budget reserve fund will be $1.238
billion.
Future Budgets
It cannot be predicted what actions will be taken in the future by the State
Legislature and the Governor to deal with changing State revenues and
expenditures. The State budget will be affected by national and State economic
conditions and other factors.
Ratings
In February 2000, the following ratings for the State of California debt issues
have been received from Moody's Investors Service ("Moody's"), Standard & Poor's
Ratings Services ("S&P") and Fitch IBCA, Inc. ("Fitch"):
Fitch Moody's S&P
Insured General Obligation Bonds AAA Aaa AAA
General Obligation Bonds AA Aa3 AA-
These ratings apply to the State only and are not indicative of the ratings
assigned to local governments, such as counties, cities, school districts and
other local agencies.
Any explanation of the significance of such ratings may be obtained only from
the rating agency furnishing such ratings. There is no assurance that such
ratings will continue for any given period of time or that they will not be
revised downward or withdrawn entirely if, in the judgment of the particular
rating agency, circumstances so warrant.
State Appropriations Limit
The State is subject to an annual appropriations limit imposed by Article XIII B
of the State Constitution (the "Appropriations Limit"). The Appropriations Limit
does not restrict appropriations to pay debt service on voter-authorized bonds.
Article XIII B prohibits the State from spending "appropriations subject to
limitation" in excess of the Appropriations Limit. "Appropriations subject to
limitation," with respect to the State, are authorizations to spend "proceeds of
taxes," which consist of tax revenues and certain other funds, including
proceeds from regulatory licenses, user charges or other fees to the extent that
such proceeds exceed "the cost reasonably borne by that entity in providing the
regulation, product or service," but "proceeds of taxes" exclude most State
subventions to local governments, tax refunds and some benefit payments such as
unemployment insurance. No limit is imposed on appropriations of funds that are
not "proceeds of taxes," such as reasonable user charges or fees and certain
other non-tax funds.
Not included in the Appropriations Limit are appropriations for the debt service
costs of bonds existing or authorized by January 1, 1979, or subsequently
authorized by the voters, appropriations required to comply with mandates of
courts or the federal government, appropriations for qualified capital outlay
projects, appropriations of revenues derived from any increase in gasoline taxes
and motor vehicle weight fees above January 1, 1990 levels, and appropriation of
certain special taxes imposed by initiative (e.g., cigarette and tobacco taxes).
The Appropriations Limit may also be exceeded in cases of emergency.
The State's Appropriations Limit in each year is based on the limit for the
prior year, adjusted annually for changes in State per capita personal income
and changes in population, and adjusted, when applicable, for any transfer of
financial responsibility of providing services to or from another unit of
government or any transfer of the financial source for the provisions of
services from tax proceeds to non tax proceeds. The measurement of change in
population is a blended average of statewide overall population growth, and
change in attendance at K-14 districts. The Appropriations Limit is tested over
consecutive two-year periods. Any excess of the aggregate "proceeds of taxes"
received over such two-year period above the combined Appropriations Limits for
those two years is divided equally between transfers to K-14 districts and
refunds to taxpayers.
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The Legislature has enacted legislation to implement Article XIII B that defines
certain terms used in Article XIII B and sets forth the methods for determining
the Appropriations Limit. California Government Code Section 7912 requires an
estimate of the Appropriations Limit to be included in the Governor's Budget,
and thereafter to be subject to the budget process and established in the Budget
Act.
The following table shows the State's Appropriations Limit for the past three
Fiscal Years, the current Fiscal Year and the proposed budget year. As of the
release of the 2000-01 Governor's Budget, the Department of Finance projects the
State's appropriations subject to limitations will be $3.8 billion under the
State's Appropriations Limit in Fiscal Year 1999-00 and $4.0 billion in Fiscal
Year 2000-01.
State Appropriations Limit
(Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Fiscal Years
1996-97 1997-98 1998-99* 1999-00* 2000-01*
------- ------- ------- ------- -------
State Appropriations Limit $42,002 $44,778 $47,573 $50,673 $53,419
Appropriations Subject to Limit (35,103) (40,743) (43,695) (46,896) (49,444)
Amount (Over)/Under Limit $6,899 $4,035 $3,878 $3,777 $3,975
====== ====== ====== ====== ======
</TABLE>
*Estimated/Projected
Source: State of California, Department of Finance.
Proposition 98
Article XIII B, as amended by Proposition 98 on November 8, 1988, also
establishes a minimum level of state funding for school and community college
districts and requires that excess revenues up to a certain limit be transferred
to schools and community college districts instead of returned to the taxpayers.
Proposition 98 changed State funding of public education below the university
level and the operation of the State appropriations funding, primarily by
guaranteeing K-14 schools a minimum share of General Fund revenues. (See "State
Appropriations Limit" above.) Under Proposition 98 (as modified by Proposition
111, which was enacted on June 5, 1990), K-14 schools are guaranteed the greater
of (a) in general, a fixed percent of General Fund revenues ("Test 1"), (b) the
amount appropriated to K-14 schools in the prior year, adjusted for changes in
the cost of living (measured as in California Constitution Article XIII B by
reference to State per capita personal income) and enrollment ("Test 2"), or (c)
a third test, which would replace Test 2 in any year when the percentage growth
in per capita General Fund revenues from the prior year plus one half of one
percent is less than the percentage growth in State per capita personal income
("Test 3"). Under Test 3, schools would receive the amount appropriated in the
prior year adjusted for changes in enrollment and per capita General Fund
revenues, plus an additional small adjustment factor. If Test 3 is used in any
year, the difference between Test 3 and Test 2 would become a "credit" to
schools that would be the basis of payments in future years when per capita
General Fund revenue growth exceeds per capita personal income growth.
Legislation adopted prior to the end of the 1988-89 Fiscal Year, implementing
Proposition 98, determined the K-14 schools' funding guarantee under Test 1 to
be 40.3 percent of the General Fund tax revenues, based on 1986-87
appropriations. However, that percentage has been adjusted to approximately 35
percent to account for a subsequent redirection of local property taxes, since
such redirection directly affects the share of General Fund revenues to schools.
Proposition 98 permits the Legislature by two-thirds vote of both houses, with
the Governor's concurrence, to suspend the K-14 schools' minimum funding formula
for a one-year period. Proposition 98 also contains provisions transferring
certain State tax revenues in excess of the Article XIII B limit to K-14
schools.
During the recession in the early 1990's, General Fund revenues for several
years were less than originally projected, so that the original Proposition 98
appropriations turned out to be higher than the minimum percentage provided in
the law. The Legislature responded to these developments by designating the
"extra" Proposition 98 payments in one year as a "loan" from future years'
Proposition 98 entitlements and also intended that the "extra" payments would
not be included in the Proposition 98 "base" for calculating future years'
entitlement. By implementing these actions, per-pupil funding from Proposition
98 sources stayed almost constant at approximately $4,220 from Fiscal Year
1991-92 to Fiscal Year 1993-94.
In 1992, a lawsuit was filed, called California Teachers' Association v. Gould,
that challenged the validity of these off-budget loans. The settlement of this
case, finalized in July 1996, provides, among other things, that both the State
and K-14 schools share in the repayment of prior years' emergency loans to
schools. Of the total $1.76 billion in loans, the State will repay $935 million
by forgiveness of the amount owed, while schools will repay $825 million. The
State's share of the repayment will be reflected as an appropriation above the
current Proposition 98 base calculation. The schools' share of the repayment
will count as appropriations that count toward satisfying the Proposition 98
guarantee,
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or from "below" the current base. Repayments are spread over the eight-year
period of 1994-95 through 2001-02 to mitigate any adverse fiscal impact.
Substantially increased General Fund revenues, above initial budget projections,
in the 1994-95 through 1999-00 Fiscal Years have resulted in retroactive
increases in Proposition 98 appropriations from subsequent Fiscal Years'
budgets. Because of the State's increasing revenues, per-pupil funding at the
K-12 level has increased by about 50 percent from the level in place in 1991-92,
and is estimated at about $6,313 per average daily attendance in 2000-01. A
significant amount of the "extra" Proposition 98 monies in the last few years
has been allocated to special programs, including an initiative to increase the
number of computers in schools throughout the State. Furthermore, since General
Fund revenue growth is expected to continue in 2000-01, the Governor has also
proposed new initiatives to improve student achievement, provide better teacher
recruitment and training, and provide schools with advanced technology and the
opportunity to form academic partnerships to help them meet increased
expectations.
Because of the complexities of Article XIII B, the ambiguities and possible
inconsistencies in its terms, the applicability of its exceptions and exemptions
and the impossibility of predicting future appropriations, the Sponsor cannot
predict the impact of this or related legislation on the Bonds in the California
Trust Portfolio. Other Constitutional amendments affecting state and local taxes
and appropriations have been proposed from time to time. If any such initiatives
are adopted, the State could be pressured to provide additional financial
assistance to local governments or appropriate revenues as mandated by such
initiatives. Propositions such as Proposition 98 and others that may be adopted
in the future, may place increasing pressure on the State's budget over future
years, potentially reducing resources available for other State programs,
especially to the extent the Article XIII B spending limit would restrain the
State's ability to fund such other programs by raising taxes.
Constitutional and Statutory Limitations
Article XIII A of the California Constitution (which resulted from the
voter-approved Proposition 13 in 1978) limits the taxing powers of California
public agencies. Article XIII A provides that the maximum ad valorem tax on real
property cannot exceed one percent of the "full cash value" of the property and
effectively prohibits the levying of any other ad valorem tax on real property
for general purposes. However, on May 3, 1986, Proposition 46, an amendment to
Article XIII A, was approved by the voters of the State of California, creating
a new exemption under Article XIII A permitting an increase in ad valorem taxes
on real property in excess of one percent for bonded indebtedness approved by
two-thirds of the voters voting on the proposed indebtedness. "Full cash value"
is defined as "the county assessor's valuation of real property as shown on the
1975-76 tax bill under 'full cash value' or, thereafter, the appraised value of
real property when purchased, newly constructed, or a change in ownership has
occurred after the 1975 assessment." The "full cash value" is subject to annual
adjustment to reflect increases (not to exceed two percent) or decreases in the
consumer price index or comparable local data, or to reflect reductions in
property value caused by damage, destruction or other factors.
At the November 1998 election, voters approved Proposition 2. This Proposition
required the General Fund to repay loans made from certain transportation
special accounts (such as the State Highway Account) at least once per Fiscal
Year, or up to 30 days after adoption of the annual Budget Act. Since the
General Fund may reborrow from the transportation accounts soon after the annual
repayment is made, the Proposition is not expected to have any adverse impact on
the State's cash flow.
Future Initiatives
Articles XIII A, XIII B, XIII C and XIII D were each adopted as measures that
qualified for the ballot pursuant to the State's initiative process. From time
to time, other initiative measures could be adopted that could affect revenues
of the State or public agencies within the State.
Local Government
The primary units of local government in California are the counties, ranging in
population from 1,200 in Alpine County to over 9,600,000 in Los Angeles County.
Counties are responsible for the provision of many basic services, including
indigent healthcare, welfare, courts, jails and public safety in unincorporated
areas. There are also about 470 incorporated cities and thousands of other
special districts formed for education, utility and other services. The fiscal
condition of local governments has been constrained since the enactment of
"Proposition 13" in 1978, which reduced and limited the future growth of
property taxes and limited the ability of local governments to impose "special
taxes" (those devoted to a specific purpose) without two-thirds voter approval.
Counties, in particular, have had fewer options to raise revenues than many
other local government entities, and have been required to maintain many
services.
In the aftermath of Proposition 13, the State provided aid to local governments
from the General Fund to make up some of the loss of property tax moneys,
including taking over the principal responsibility for funding K-12 schools and
community colleges. During the recession of the early 1990's, the Legislature
eliminated most of the remaining components of post-Proposition 13 aid to local
government entities other than K-14 education districts by requiring cities and
counties to transfer some of their property tax revenues to school districts.
However, the Legislature also provided additional funding sources (such as sales
taxes) and reduced certain mandates for local services. Since then the State has
also provided additional funding to counties and cities through such programs as
health and welfare
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realignment, welfare reform, trial court restructuring, the Citizens' Option for
Public Safety Program supporting local public safety departments and various
other measures.
The 1999 Budget Act included a $150 million one-time subvention from the General
Fund to local agencies for relief from the 1992 and 1993 property tax shifts.
Legislation has been passed, subject to voter approval at the election in
November 2000, to provide a more permanent payment to local governments to
offset the property tax shift. In addition, legislation was enacted in 1999 to
provide approximately $35.8 million annual relief to cities based on 1997-98
costs of jail booking and processing fees paid to counties.
The entire Statewide welfare system has been changed in response to the change
in federal welfare law enacted in 1996. The federal block grant formula
established in 1996 is operative through federal fiscal year 2002. Under the new
basic State welfare system, California Work Opportunity and Responsibility to
Kids ("CalWORKs"), counties are given flexibility to develop their own plans,
consistent with State law, to implement Welfare-to-Work and to administer many
of its elements and their costs for administrative and support services are
capped at 1996-97 levels. Counties are also given financial incentives if, at
the individual county level or statewide, the CalWORKs program produces savings
associated with specified Welfare-to-Work outcomes; counties may also suffer
penalties for failing to meet federal standards. Under CalWORKs, counties will
still be required to provide "general assistance" aid to certain persons who
cannot obtain welfare from other programs.
Counties have been successful in earning performance incentive payments and have
earned amounts in excess of the available appropriation for 1998-99 and, it is
estimated, for 1999-00 as well. The Administration proposes to repeal or modify
the current incentive structure in 2000-01 to permit adequate funding for other
CalWORKs program demands in the future.
To date, the implementation of the CalWORKs program has continued the trend of
declining welfare caseloads. The CalWORKs caseload is projected to be 589,000 in
1999-00 and 557,000 in 2000-01, down from a high of 921,000 cases in 1994-95.
The longer-term impact of the new federal law and CalWORKs is being evaluated by
the RAND Corporation, with a series of reports to be furnished and the final
report due October 2001.
The 2000-01 CalWORKs budget reflects that California has met the
federally-mandated work participation requirements for federal fiscal year 1998.
With that goal being met, the federally-imposed maintenance-of-effort (MOE)
level for California is reduced from 80 percent of the federal fiscal year 1994
baseline expenditures for the former Aid to Families with Dependent Children
("AFDC") program ($2.9 billion) to 75 percent ($2.7 billion). It is still
uncertain if the State will meet the work participation requirements for federal
fiscal year 1999; however, due to program changes, it is expected that
California will meet the work participation goal in federal fiscal year 2000 and
beyond. In addition, California will receive a Temporary Assistance for Needy
Families ("TANF") High Performance Bonus award of $45.5 million. This one-time
bonus is awarded to states for their successes in moving welfare recipients to
work and sustaining their participation in the workforce.
The 2000-01 Governor's Budget proposes expenditures that will continue to meet,
but not exceed, the federally-required $2.7 billion combined State and county
MOE requirement. Total CalWORKs-related expenditures are estimated to be $7.2
billion for 1999-00 and $6.9 billion for 2000-01, including child care transfer
amounts for the Department of Education.
Historically, funding for the State's trial court system was divided between the
State and the counties. However, Chapter 850, Statutes of 1997, implements a
restructuring of the State's trial court funding system. Funding for the courts,
with the exception of costs for facilities, local judicial benefits, and revenue
collection, was consolidated at the State level. The county contribution for
both their general fund and fine and penalty amounts is capped at the 1994-95
level and becomes part of the Trial Court Trust Fund, which supports all trial
court operations. The State assumed responsibility for future growth in trial
court funding. The consolidation of funding is intended to streamline the
operation of the courts, provide a dedicated revenue source, and relieve fiscal
pressure on the counties. Beginning in 1998-99, the county general fund
contribution for court operations was reduced by $290 million, and cities
retained $62 million in fine and penalty revenue previously remitted to the
State. The General Fund reimbursed the $352 million revenue loss to the Trial
Court Trust Fund. The 1999 Budget Act included funds to further reduce the
county general fund contribution by an additional $96 million.
On November 5, 1996, voters approved Proposition 218, entitled the "Right to
Vote on Taxes Act," which incorporates new Articles XIII C and XIII D into the
California Constitution. These new provisions enact limitations on the ability
of local government agencies to impose or raise various taxes, fees, charges and
assessments without voter approval. Certain "general taxes" imposed after
January 1, 1995 must be approved by voters in order to remain in effect. In
addition, Article XIII C clarifies the right of local voters to reduce taxes,
fees, assessments or charges through local initiatives. There are a number of
ambiguities concerning the Proposition and its impact on local governments and
their bonded debt that will require interpretation by the courts or the State
Legislature. Proposition 218 does not affect the State or its ability to levy or
collect taxes.
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<PAGE>
Tobacco Litigation
In late 1998, the State signed a settlement agreement with the four major
cigarette manufacturers. The State agreed to drop its lawsuit and not to sue in
the future. Tobacco manufacturers agreed to billions of dollars in payments and
restrictions in marketing activities. Under the settlement, the manufacturers
will pay California governments a total of approximately $25 billion over a
period of 25 years. In addition, payments of approximately $1 billion per year
will continue in perpetuity. Under the settlement, half of the moneys will be
paid to the State and half to local governments (all counties and the cities of
San Diego, Los Angeles, San Francisco and San Jose). The State's revised
1999-2000 Budget includes receipt of $517 million of settlement money to the
General Fund. The Governor's Budget for 2000-01 projects receipt of $388 million
of settlement money to the General Fund.
The specific amount to be received by the State and local governments is subject
to adjustment. Details in the settlement allow reduction of the companies'
payments because of federal government actions, or reductions in cigarette
sales. Settlement payments can increase due to inflation or increases in
cigarette sales. The "second initial" payment, received in December 1999, was 14
percent lower than the base settlement amount due to reduced sales. Future
payment estimates have been reduced by a similar percentage. In the event that
any of the tobacco companies goes into bankruptcy, the State could seek to
terminate the agreement with respect to those companies filing bankruptcy
actions, thereby reinstating all claims against those companies. The State may
then pursue those claims in the bankruptcy litigation, or as otherwise provided
by law. Also, several parties have brought a lawsuit challenging the settlement
and seeking damages. (See "Pending Litigation" below.)
Pending Litigation
The State of California is a party to numerous legal proceedings, many of which
normally occur in governmental operations. In addition, the State is involved in
certain other legal proceedings that, if decided against the State might require
the State to make significant future expenditures or impair future revenue
sources. The litigation summarized below does not include litigation pending
against local governmental agencies. Because of the prospective nature of these
proceedings, it is not presently possible to predict the outcome of such
litigation or estimate the potential impact on the ability of the State to pay
debt service costs on its obligations. Some of the more significant lawsuits
pending against the State are described below.
On December 24, 1997, a consortium of California counties filed a test claim
with the Commission on State Mandates (the "Commission") asking the Commission
to determine whether the property tax shift from counties to school districts
beginning in 1993-94, is a reimbursable state-mandated cost. The test claim was
heard on October 29, 1998, and the Commission found in favor of the State. In
October 1999, the Superior Court of Sonoma County overturned the Commission's
decision. The State has appealed. Should the final decision on this matter be in
favor of the counties, the impact to the State General Fund could be as high as
$10.0 billion. In addition, there would be an annual Proposition 98 General Fund
cost of at least $3.75 billion. This cost would grow in accordance with the
annual assessed value growth rate.
In January of 1997, California experienced major flooding in six different areas
with preliminary estimates of property damage of approximately $1.6 to $2.0
billion. In McMahon v. the State of California, a substantial number of
plaintiffs have joined suit against the State, local agencies, and private
companies and contractors seeking compensation for the damages they suffered as
a result of the 1997 flooding. After various pre-trial proceedings, the State
filed its answer to the plaintiffs' complaint in January 2000. The State is
defending the action.
The State is a defendant in Ceridian Corporation v. Franchise Tax Board, a suit
that challenges the constitutionality of a Revenue & Taxation Code section that
limits deductions for insurance dividends to those dividends paid from earnings
previously subject to California taxation. On August 13, 1998, the trial court
issued a judgment against the Franchise Tax Board. The Franchise Tax Board has
appealed the judgment. Briefing has been completed. The State has taken the
position that, if the challenged section of the Revenue & Taxation Code is
struck down, all deductions relating to dividends would be eliminated and the
result would be additional income to the State. Plaintiffs, however, contend
that if they prevail, the deduction should be extended to all dividends, which
would result in a one-time liability for open years of approximately $60
million, including interest, and an annual revenue loss of approximately $10
million. No date has yet been set for oral argument.
The State is also a defendant in First Credit Bank etc. v. Franchise Tax Board,
which challenges a Revenue & Taxation Code section similar to the one challenged
in the Ceridian case, but applicable to a different group of corporate
taxpayers. The State's motion for summary judgment is currently pending and a
trial date has been set in April 2000. A decision in the Ceridian case could
impact the outcome of this case. The State has taken the position that, if the
challenged section of the Revenue & Taxation Code is struck down, all deductions
relating to dividends would be eliminated and the result would be additional
income to the State. Plaintiffs, however, contend that if they prevail, the
deduction should be extended to all dividends that would result in a one-time
liability for open years of approximately $385 million, including interest, and
an annual revenue loss of approximately $60 million.
Plaintiffs in County of San Bernardino v. Barlow Respiratory Hospital and
related actions seek mandamus relief requiring the State to retroactively
increase out-patient Medi-Cal reimbursement rates. Plaintiffs have estimated the
damages to be
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<PAGE>
several hundred million dollars. The State is defending these cases, as well as
related federal cases addressing the calculation of Medi-Cal reimbursement rates
in the future.
The State is involved in a lawsuit, Thomas Hayes v. Commission on State
Mandates, related to state-mandated costs. The action involves an appeal by the
Director of Finance from a 1984 decision by the State Board of Control (now
succeeded by the Commission on State Mandates). The Board of Control decided in
favor of local school districts' claims for reimbursement for special education
programs for handicapped students. The case was then brought to the trial court
by the State and later remanded to the Commission for redetermination. The
Commission expanded the claim to include supplemental claims filed by several
other educational institutions. To date, the Legislature has not appropriated
funds. The Commission issued a decision in December 1998 determining that a
small number of components of the State's special education program are
state-mandated local costs. The administrative proceeding is in the "parameters
and guidelines" stage where the Commission is considering whether and to what
extent the costs associated with the state-mandated components of the special
education program are offset by funds that the State already allocates to that
program. The State's position is that all costs are offset by existing funding.
The State has the option to seek judicial review of the mandate finding.
Potential liability of the State, if all potentially eligible school districts
pursue timely claims, has been estimated by the Department of Finance to be in
excess of $1.5 billion, if the State is not credited for its existing funding of
the program.
The State is involved in a lawsuit related to contamination at the Stringfellow
toxic waste site. In United States, People of the State of California v. J.B.
Stringfellow, Jr., et al., the State is seeking recovery for past costs of
cleanup of the site, a declaration that the defendants are jointly and severally
liable for future costs, and an injunction ordering completion of the cleanup.
The defendants, however, have filed a counterclaim against the State for alleged
negligent acts, resulting in significant findings of liability against the State
as owner, operator, and generator of wastes taken to the site. The State has
appealed the rulings. Present estimates of the cleanup range from $400 million
to $600 million. Potential State liability falls within this same range.
However, all or a portion of any judgment against the State could be satisfied
by recoveries from the State's insurance carriers. The State has filed a suit
against certain of these carriers. The trial is expected to begin in early 2001.
The State is a defendant in Paterno v. State of California, a coordinated action
involving 3,000 plaintiffs seeking recovery for damages caused by the Yuba River
flood of February 1986. The appellate court affirmed the trial court finding of
liability in inverse condemnation and awarded damages of $500,000 to a sample of
plaintiffs. Potential liability to the remaining plaintiffs, from claims filed,
ranges from $800 million to $1.5 billion. In 1992, the State and plaintiffs
filed appeals. In August 1999, the court of appeal issued a decision reversing
the trial court's judgment against the State and remanded the case for retrial
on the inverse condemnation cause of action. The California Supreme Court denied
plaintiffs' petition for review. No trial date has been set.
On June 24, 1998, plaintiffs in Howard Jarvis Taxpayers Association et al. v.
Kathleen Connell filed a complaint for certain declaratory and injunctive relief
challenging the authority of the State Controller to make payments from the
State Treasury in the absence of a State budget. On July 21, 1998, the trial
court issued a preliminary injunction prohibiting the State Controller from
paying moneys from the State Treasury for Fiscal Year 1998-99, with certain
limited exceptions, in the absence of a State budget. The preliminary
injunction, among other things, prohibited the State Controller from making
any payments pursuant to any continuing appropriation. On July 22 and 27, 1998,
various employee unions that had intervened in the case appealed the trial
court's preliminary injunction and asked the court of appeal to stay the
preliminary injunction. On July 28, 1998, the court of appeal granted the
unions' requests and stayed the preliminary injunction pending the court of
appeal's decision on the merits of the appeal. On August 5, 1998, the court of
appeal denied the plaintiffs' request to reconsider the stay. Also on July 22,
1998, the State Controller asked the California Supreme Court to immediately
stay the trial court's preliminary injunction and to overrule the order granting
the preliminary injunction on the merits. On July 29, 1998, the Supreme Court
transferred the State Controller's request to the court of appeal. The matters
are now pending before the court of appeal. Briefs have been submitted; no date
has yet been set for oral argument.
The State is involved in two refund actions, Cigarettes Cheaper!, et al. v.
Board of Equalization, et al. and California Assn. of Retail Tobacconists
(CART), et al. v. Board of Equalization, et al., that challenge the
constitutionality of Proposition 10, approved by the voters in 1998. Plaintiffs
allege that Proposition 10, which increases the excise tax on tobacco products,
violates 11 sections of the California Constitution and related provisions of
law. Plaintiffs Cigarettes Cheaper! seek declaratory and injunctive relief and a
refund of over $4 million. The CART case, filed by retail tobacconists in San
Diego, seeks a refund of $5 million. The State is contesting these cases. The
State has filed a motion for judgment on the pleadings and several plaintiffs
have filed a motion for summary judgment. These various motions are pending
before the trial court. If the statute is declared unconstitutional, exposure
may include the entire $750 million collected annually with interest.
The State is involved in two cases challenging the constitutionality of the
interest offset provisions of the Revenue and Taxation Code: Hunt-Wesson, Inc.,
v. Franchise Tax Board and F.W. Woolworth Co. and Kinney Shoe Corporation v.
Franchise Tax Board. In both cases, the Franchise Tax Board prevailed in the
California court of appeal and the California Supreme Court denied taxpayers'
petitions for review. In both cases, the United States Supreme Court granted
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<PAGE>
certiorari. On February 22, 2000, the United States Supreme Court reversed and
remanded the Hunt-Wesson case to the California court of appeal for further
proceedings. Although the Court did not take similar action in the Woolworth Co.
case, it is anticipated that it will do so. The Franchise Tax Board recently
estimated that the adverse decisions in these cases will result in a reduction
in state revenues of approximately $15 million annually, with past year
collection and interest exposure of approximately $95 million.
Guy F. Atkinson Company of California v. Franchise Tax Board is a corporation
tax refund action involving the solar energy system tax credit provided for
under the Revenue & Taxation Code. The case went to trial in May 1998 and the
trial court entered judgment in favor of the Franchise Tax Board. The taxpayer
has filed an appeal to the California Court of Appeal and briefing is completed.
The Franchise Tax Board estimates that the cost would be $150 million annually,
if the plaintiff prevails. Allowing refunds for all open years would entail a
refund of at least $500 million.
Jordan, et al. v. Department of Motor Vehicles, et al., challenges the validity
of the Vehicle Smog Impact Fee, a $300 fee that is collected by the Department
of Motor Vehicles from vehicle registrants when a vehicle without a California
new-vehicle certification is first registered in California. The plaintiffs
contend that the fee violates the interstate commerce and equal protection
clauses of the United States Constitution as well as Article XIX of the State
Constitution. In October 1999, the court of appeal upheld a trial court judgment
for the plaintiffs and the State has declined to appeal further. Although
refunds through the court actions could be limited by a three-year statute of
limitations, with a potential liability of about $350 million, the Governor has
proposed refunding fees collected back to the initiation of these fees in 1990.
The 2000-01 Governor's Budget proposes expenditures of $562 million as a
supplemental appropriation in 1999-00 to pay these claims.
PTI, Inc., et al. v. Philip Morris, et al. was filed by five distributors in the
cigarette import-/re-entry business, seeking to overturn the tobacco Master
Settlement Agreement (MSA) entered between 46 states and the tobacco industry in
November 1998. See "Tobacco Litigation" above. The primary focus of the
complaint is the provision of the MSA encouraging participating states to adopt
a statute requiring nonparticipating manufacturers to either become
participating manufacturers and share the financial obligations under the MSA or
pay money into an escrow account. Plaintiffs seek compensatory and punitive
damages against the State and State officials and an order placing tobacco
settlement funds into a trust to be administered by the court for the treatment
of medical expenses of persons injured by tobacco products. Plaintiffs have
filed an amended complaint and the State has filed a motion to dismiss the
amended complaint. A hearing on the State's motion to dismiss is set for May 8,
2000. The potential fiscal impact of an adverse ruling is largely unknown, but
could exceed the full amount of the settlement (estimated to be $1 billion
annually, of which 50 percent will go directly to the State's General Fund and
the other 50 percent directly to the State's 58 counties and 4 largest cities).
In FORCES Action Project, et al. v. State of California, et al., various
smokers' rights groups challenge the tobacco settlement as it pertains to
California, Utah and the City and County of San Francisco. Plaintiffs assert a
variety of constitutional challenges, including that the settlement represents
an unlawful tax on smokers. Motions to dismiss by all defendants, including the
tobacco companies, were eventually converted to summary judgment motions by the
court and heard on September 17, 1999. On January 5, 2000, the court dismissed
the complaint for lack of subject matter jurisdiction because the plaintiffs
lacked standing to sue. The court also concluded that the plaintiffs' claims
against the State and its officials are barred by the 11th Amendment. Plaintiffs
have appealed. Briefing is expected to be complete by July 2000.
Louis Bolduc, et al. v. State of California, et al. is a class action filed on
July 13, 1999 by six Medi-Cal beneficiaries who have received medical treatment
for smoking-related diseases. Plaintiffs allege the State owes them an
unspecified portion of the tobacco settlement monies under a federal regulation
that requires a state to turn over to an injured Medicaid beneficiary any monies
the State recovers from a third-party tortfeasor in excess of the costs of the
care provided. The State moved to dismiss the complaint on September 8, 1999. On
February 29, 2000, the court denied the State's motion to dismiss, but struck
the Plaintiffs' class action allegations. The State intends to appeal that
portion of the court's order denying its motion to dismiss.
Arnett v. California Public Employees Retirement System, et. al. was filed by
seven former employees of the State of California and local agencies, seeking
back wages, damages and injunctive relief. Plaintiffs are former public safety
members who began employment after the age of 40 and are recipients of
Industrial Disability Retirement ("IDR") benefits. Plaintiffs contend that the
formula that determines the amount of IDR benefits violates the federal Age
Discrimination in Employment Act of 1967 ("ADEA"). Plaintiffs contend that, but
for their ages at hire, they would receive increased monthly IDR benefits
similar to their younger counterparts who began employment before the age of 40.
The California Public Employees' Retirement System has estimated the liability
to the State as approximately $315.5 million, if plaintiffs prevail. The
district court dismissed the complaint for failure to state a claim. On August
17, 1999, the Ninth Circuit Court of Appeals reversed the district court's
dismissal of the complaint. The State sought further review in the United States
Supreme Court. On January 11, 2000, the United States Supreme Court in Kimel v.
Florida Board of Regents, held that Congress did not abrogate the sovereign
immunity of the states when it enacted the ADEA. Thereafter, on January 18,
2000, the Supreme Court granted the petition for writ of certiorari in Arnett,
vacated the judgment of the Ninth Circuit, and remanded the case to the Ninth
Circuit for further proceedings consistent with Kimel. It now appears that the
District Court will dismiss the State defendants from the lawsuit.
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The Fund believes the information summarized above describes some of the more
significant aspects relating to the California economy. The sources of such
information are Preliminary Official Statements and Official Statements relating
to the State's general obligation bonds and the State's revenue anticipation
notes, or obligations of other issuers located in the State of California, or
other publicly available documents. The State has indicated that its discussion
of budgetary information is based on estimates and projections of revenues and
expenditures for the current Fiscal Year and must not be construed as statements
of fact; the estimates and projections are based upon various assumptions that
may be affected by numerous factors, including future economic conditions in the
State and the nation, and there can be no assurance that the estimates will be
achieved. Although the Fund has not independently verified this information, it
has no reason to believe that such information is not correct in all material
respects.
Investment Restrictions
The Fund has adopted the following fundamental investment restrictions which
apply to all portfolios. They may not be changed unless approved by a majority
of the outstanding shares "of each series of the Fund's shares that would be
affected by such a change." The term "majority of the outstanding shares" of the
Fund means the vote of the lesser of (i) 67% or more of the shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund are present or represented by proxy, or (ii) more than 50% of the
outstanding shares of the Fund. The Fund may not:
1. Make portfolio investments other than as described under "Description of
the Fund and Its Investments and Risks." Any other form of Federal
tax-exempt investment must meet the Fund's high quality criteria, as
determined by the Board of Directors, and be consistent with the Fund's
objectives and policies.
2. Borrow money. This restriction shall not apply to borrowings from banks for
temporary or emergency (not leveraging) purposes. This includes the meeting
of redemption requests that might otherwise require the untimely
disposition of securities, in an amount up to 15% of the value of the
Fund's total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing
was made. While borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any investments. Interest paid on borrowings
will reduce net income.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except in
an amount up to 15% of the value of its total assets and only to secure
borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin, or engage in the
purchase and sale of put, call, straddle or spread options or in writing
such options. However, securities subject to a demand obligation and
stand-by commitments may be purchased as set forth under "Description of
the Fund and Its Investments and Risks."
5. Underwrite the securities of other issuers, except insofar as the Fund may
be deemed an underwriter under the Securities Act of 1933 in disposing of a
portfolio security.
6. Purchase securities subject to restrictions on disposition under the
Securities Act of 1933 ("restricted securities"), except the Fund may
purchase variable rate demand instruments which contain a demand feature.
The Fund will not invest in a repurchase agreement maturing in more than
seven days if any such investment together with securities that are not
readily marketable held by the Fund exceed 10% of the Fund's net assets.
7. Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests. This shall
not prevent the Fund from investing in Municipal Obligations secured by
real estate or interests in real estate.
8. Make loans to others, except through the purchase of portfolio investments,
including repurchase agreements, as described under "Description of the
Fund and Its Investments and Risks."
9. Purchase more than 5% in value of its assets in the securities of any one
issuer.
10. Purchase more than 10% of all outstanding voting securities of any one
issuer or invest in companies for the purpose of exercising control.
11. Invest more than 25% of its assets in the securities of "issuers" in any
single industry. The Fund may invest more than 25% of its assets in
Participation Certificates and there shall be no limitation on the purchase
of those Municipal Obligations and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities. When
the assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating
the issuing entity and a security is backed only by the assets and revenues
of the entity, the entity would be deemed to be the sole issuer of the
security. Similarly, in the case of an industrial revenue bond, if that
bond is backed only by the assets and revenues of the non-government user,
then such non-government user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity, such
as an insurance company or other corporate obligor, guarantees a security
or a bank issues a letter of credit, such a guarantee or letter of credit
would be considered a separate security and would be treated as an issue of
such government, other entity or bank. Immediately after the acquisition of
any securities
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<PAGE>
subject to a Demand Feature or Guarantee (as such terms are defined in Rule
2a-7 of the 1940 Act), with respect to 75% of the total assets of the Fund,
not more than 10% of the Fund's assets may be invested in securities that
are subject to a Guarantee or Demand Feature from the same institution.
However, the Fund may only invest more than 10% of its assets in securities
subject to a Guarantee or Demand Feature issued by a Non-Controlled Person
(as such term is defined in Rule 2a-7 of the 1940 Act).
12. Invest in securities of other investment companies. The Fund may purchase
unit investment trust securities where such unit trusts meet the investment
objectives of the Fund and then only up to 5% of the Fund's net assets,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets.
13. Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with a permitted borrowing. If a
percentage restriction is adhered to at the time of an investment, a later
increase or decrease in percentage resulting from a change in values of
portfolio securities or in the amount of the Fund's assets will not
constitute a violation of such restriction.
III. MANAGEMENT OF THE FUND
The Fund's Board of Directors, which is responsible for the overall management
and supervision of the Fund, has employed the Manager to serve as investment
manager of the Fund. The Manager provides persons satisfactory to the Fund's
Board of Directors to serve as officers of the Fund. Such officers, as well as
certain other employees and directors of the Fund, may be directors or officers
of Reich & Tang Asset Management, Inc., the sole general partner of the Manager
or employees of the Manager or its affiliates. Due to the services performed by
the Manager, the Fund currently has no employees and its officers are not
required to devote their full-time to the affairs of the Fund.
The Directors and Officers of the Fund and their principal occupations during
the past five years are set forth below. Unless otherwise specified, the address
of each of the following persons is 600 Fifth Avenue, New York, New York 10020.
Mr. Duff may be deemed an "interested person" of the Fund, as defined in the
1940 Act, on the basis of his affiliation with Reich & Tang Asset Management
L.P.
Steven W. Duff, 46 - President and Director of the Fund, has been President of
the Mutual Funds Division of the Manager since September 1994. Mr. Duff is also
President and a Director/Trustee of 13 other funds in the Reich & Tang Fund
Complex, Director of Pax World Money Market Fund, Inc., Executive Vice President
of Reich & Tang Equity Fund, Inc., President of Back Bay Funds, Inc., and
President and Chief Executive Officer of Tax Exempt Proceeds Fund, Inc.
Dr. W. Giles Mellon, 69 - Director of the Fund, is Professor of Business
Administration in the Graduate School of Management, Rutgers University which he
has been associated with since 1966. His address is Rutgers University Graduate
School of Management, 92 New Street, Newark, New Jersey 07102. Dr. Mellon is
also a Director/Trustee of 15 other funds in the Reich & Tang Fund Complex.
Robert Straniere, 59 - Director of the Fund, has been a member of the New York
State Assembly and a partner with the Straniere Law Firm since 1981. His address
is 182 Rose Avenue, Staten Island, New York 10306. Mr. Straniere is also a
Director/Trustee of 15 other funds in the Reich & Tang Fund Complex.
Dr. Yung Wong, 61 - Director of the Fund, was Director of Shaw Investment
Management (UK) Limited from 1994 to October 1995 and formerly General Partner
of Abacus Partners Limited Partnership (a general partner of a venture capital
investment firm) from 1984 to 1994. His address is 29 Alden Road, Greenwich,
Connecticut 06831. Dr. Wong is a Director/Trustee of 15 other funds in the Reich
& Tang Fund Complex . Dr. Wong is also a Trustee of Eclipse Financial Asset
Trust.
Molly Flewharty, 49 - Vice President of the Fund, has been Vice President of the
Mutual Funds Division of the Manager since September 1993. Ms. Flewharty is also
Vice President of 18 other funds in the Reich & Tang Fund Complex.
Lesley M. Jones, 51 - Vice President of the Fund, has been Senior Vice President
of the Mutual Funds Division of the Manager since September 1993. Ms. Jones is
also a Vice President of 14 other funds in the Reich & Tang Fund Complex.
Dana E. Messina, 43 - Vice President of the Fund, has been Executive Vice
President of the Mutual Funds Division of the Manager since January 1995 and was
Vice President from September 1993 to January 1995. Ms. Messina is also Vice
President of 15 other funds in the Reich & Tang Fund Complex.
Bernadette N. Finn, 52 - Secretary of the Fund, has been Vice President of the
Mutual Funds Division of the Manager since September 1993. Ms. Finn is also
Secretary of 13 other funds, and a Vice President and Secretary of 5 additional
funds in the Reich & Tang Fund Complex.
Richard DeSanctis, 43 - Treasurer of the Fund, has been Treasurer of the Manager
since September 1993. Mr. De Sanctis is also Treasurer of 17 other funds in the
Reich & Tang Fund Complex, and is Vice President and Treasurer of Cortland
Trust, Inc.
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Rosanne Holtzer, 35 - Assistant Treasurer of the Fund, has been Vice President
of the Mutual Funds division of the Manager since December 1997. Ms. Holtzer was
formerly Manager of Fund Accounting for the Manager with which she was
associated with from June 1986. Ms. Holtzer is also Assistant Treasurer of 18
other funds in the Reich & Tang Fund Complex.
The Fund paid an aggregate remuneration of $9,000 to its directors with respect
to the period ended December 31, 1999, all of which consisted of directors' fees
paid to the three disinterested directors, pursuant to the terms of the
Investment Management Contract (see "Manager" herein.)
Directors of the Fund not affiliated with the Manager receive from the Fund an
annual retainer of $2,000 and a fee of $250 for each Board of Directors meeting
attended and are reimbursed for all out-of-pocket expenses relating to
attendance at such meetings. Directors who are affiliated with the Manager do
not receive compensation from the Fund. See Compensation Table.
Compensation Table
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Compensation Pension or Retirement Estimated Annual Total Compensation From
Name of Person, From the Fund Benefits Accrued as Part Benefits Upon Retirement Fund and Fund Complex Paid
Position of Fund Expenses to Directors*
Dr. W. Giles Mellon, $3,000 0 0 $59,500 (16 Funds)
Director
Robert Straniere, $3,000 0 0 $59,500 (16 Funds)
Director
Dr. Yung Wong, $3,000 0 0 $59,500 (16 Funds)
Director
</TABLE>
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* The total compensation paid to such persons by the Fund and Fund Complex
for the fiscal year ending December 31, 1999. The total number of Funds in
the same Fund complex from which the directors receive compensation is
listed in parenthesis. A fund is considered to be in the same complex if,
among other things, it shares a common investment advisor with the Fund.
IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
On March 31, 2000 there were 241,557,055 shares of Class A common stock
outstanding and 271,653,028 shares of Class B common stock outstanding. As of
March 31, 2000, the amount of shares owned by all officers and directors of the
Fund as a group was less than 1% of the outstanding shares of the Fund. Set
forth below is certain information as to persons who owned 5% or more of the
Fund's outstanding common stock as of March 31, 2000:
% of Nature of
Name and Address Class Ownership
- ---------------- ----- ---------
CLASS A
- -------
ML Stern & Co. 24.23% Record
8350 Wilshire Blvd
Beverly Hills, CA 90211
Lewco Securities Corp. 12.86% Record
34 Exchange Place
Jersey City, NJ 07311
CLASS B
- -------
Lewco Securities 11.37% Record
34 Exchange Place
Jersey City, NJ 07311
Morgan Stanley Dean Witter 10.30% Record
555 California Street
San Francisco, CA 94104
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V. INVESTMENT ADVISORY AND OTHER SERVICES
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 was, as of March 31, 2000, investment manager,
adviser, or supervisor with respect to assets aggregating in excess of $16.1
billion. In addition to the Fund, the Manager acts as investment manager and
administrator of fifteen other investment companies and also advises pension
trusts, profit-sharing trusts and endowments.
Nvest Companies, L.P. ("Nvest Companies") is the limited partner and owner of a
99.5% interest in the Manager. Reich & Tang Asset Management, Inc. ("RTAM") is
the sole general partner and owner of the remaining 0.5% interest of the
Manager, as well as being an indirect wholly-owned subsidiary of Nvest
Companies. Nvest Companies is a publicly traded company of which approximately
13% of its outstanding partnership interests is owned, directly and indirectly,
by Reich & Tang, Inc. The managing general partner of Nvest Companies is Nvest
Corporation, a Massachusetts corporation (formerly known as The New England
Investment Companies, Inc.)
Nvest Companies is a holding company offering a broad array of investment styles
across a wide range of asset categories through seventeen subsidiaries,
divisions and affiliates offering a wide array of investment styles and products
to institutional clients. Its business units, in addition to the Manager,
include AEW Capital Management, L.P., Back Bay Advisors, L.P.; Capital Growth
Management Limited Partnerships; Greystone Partners, L.P.; Harris Associates,
L.P.; Jurika & Voyles, L.P.; Kobrick Funds, LLC; Loomis, Sayles & Company, L.P.;
New England Funds, L.P.; Nvest Associates, Inc.; Snyder Capital Management,
L.P.; Vaughan, Nelson, Scarborough & McCullough, L.P.; and Westpeak Investment
Advisors, L.P. These affiliates in the aggregate are investment advisors or
managers to more than 80 other registered investment companies.
RTAM is also an indirect subsidiary of Metropolitan Life Insurance Company
("MetLife"). MetLife directly and indirectly owns approximately 47% of the
outstanding partnership interests of Nvest Companies and may be deemed a
"controlling person" of the Manager. MetLife is a stock life insurance company,
which is wholly owned by the MetLife, Inc., a publicly traded corporation.
On October 21, 1999, the Board of Directors, including a majority of the
directors who are not interested persons (as defined in the 1940 Act) of the
Fund or the Manager, approved the annual continuance of the Investment
Management Contract and extended the term of the contract to December 31, 2000.
It is continued in force thereafter for successive twelve-month periods
beginning each January 1, provided that such majority vote of the Fund's
outstanding voting securities or by a majority of the directors who are not
parties to the Investment Management Contract or interested persons of any such
party, by votes cast in person at a meeting called for the purpose of voting on
such matter.
Pursuant to the Investment Management Contract, the Manager manages the Fund's
portfolio of securities and makes decisions with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.
The Manager provides persons satisfactory to the Board of Directors of the Fund
to serve as officers of the Fund. Such officers, as well as certain other
employees and directors of the Fund, may be directors or officers of NEIC, the
sole general partner of the Manager, or employees of the Manager or its
affiliates.
The Investment Management Contract is terminable without penalty by the Fund on
sixty days' written notice when authorized either by majority vote of its
outstanding voting shares or by a vote of a majority of its Board of Directors,
or by the Manager on sixty days written notice, and will automatically terminate
in the event of its assignment. The Investment Management Contract provides that
in the absence of willful misfeasance, bad faith or gross negligence on the part
of the Manager, or of reckless disregard of its obligations thereunder, the
Manager shall not be liable for any action or failure to act in accordance with
its duties.
Under the Investment Management Contract, the Manager receives from the Fund a
fee equal to .30% per annum of the Fund's average daily net assets. The fees are
accrued daily and paid monthly. The Manager at its discretion may voluntarily
waive all or a portion of the management fee.
Pursuant to the Administrative Services Contract with the Fund, the Manager also
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 State Street Kansas City, 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. For its services under the Administrative Services Contract, the
Manager receives from the Fund a fee equal to .21% per annum of the Fund's
average daily net assets. For the Funds' fiscal years ended December 31, 1999,
December 31, 1998 and December 31, 1997, the Manager received a fee of $608,955,
$510,801 and $485,378, respectively, none of which was voluntarily waived.
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<PAGE>
For the Fund's fiscal year ended December 31, 1999, December 31, 1998 and
December 31, 1997, the fee payable to the Manager under the Investment
Management Contract was $869,936, $729,716 and $693,398, respectively of which
$0, $21,472 and $124,425 was voluntarily waived. The Fund's net assets at the
close of business on December 31, 1999 totaled $440,494,257. The Manager may
waive its rights to any portion of the management fee and may use any portion of
the Management fee for purposes of shareholder and administrative services and
distribution of the Fund's shares.
The Manager at its discretion may waive its rights to any portion of the
management fee or the administrative services fee and may use any portion of the
management fee for purposes of shareholder and administrative services and
distribution of the Fund's shares. There can be no assurance that such fees will
be waived in the future (see "Distribution and Service Plan" herein).
Investment management fees and operating expenses which are attributable to both
Classes of the Fund will be allocated daily to each Class based on the
percentage of outstanding shares at the end of the day. Additional shareholder
services provided by Participating Organizations to Class A shareholders
pursuant to the Plan shall be compensated by the Distributor from its
shareholder servicing fee, the Manager from its management fee and the Fund
itself. Expenses incurred in the distribution of Class B shares and the
servicing of Class B shares shall be paid by the Manager.
Expense Limitation
The Manager has agreed, pursuant to the Investment Management Contract (see
"Distribution and Service Plan" herein) to reimburse the Fund for its expenses
(exclusive of interest, taxes, brokerage and extraordinary expenses) which in
any year exceed the limits on investment company expenses prescribed by any
state in which the Fund's shares are qualified for sale. For the purpose of this
obligation to reimburse expenses, the Fund's annual expenses are estimated and
accrued daily, and any appropriate estimated payments are made to it on a
monthly basis. Subject to the obligations of the Manager to reimburse the Fund
for its excess expenses as described above, the Fund has, under the Investment
Management Contract, confirmed its obligation for payment of all its other
expenses. This includes all operating expenses, taxes, brokerage fees and
commissions, commitment fees, certain insurance premiums, interest charges and
expenses of the custodian, transfer agent and dividend disbursing agent's fees,
telecommunications expenses, auditing and legal expenses, bookkeeping agent
fees, costs of forming the corporation and maintaining corporate existence,
compensation of directors, officers and employees of the Fund and costs of other
personnel performing services for the Fund who are not officers of the Manager
or its affiliates, costs of investor services, shareholders' reports and
corporate meetings, SEC registration fees and expenses, state securities laws
registration fees and expenses, expenses of preparing and printing the Fund's
prospectus for delivery to existing shareholders and of printing application
forms for shareholder accounts, and the fees and reimbursements payable to the
Manager under the Investment Management Contract and the Distributor under the
Shareholder Servicing Agreement.
The Fund may from time to time hire its own employees or contract to have
management services performed by third parties (including Participating
Organizations) as discussed herein. The management of the Fund intends to do so
whenever it appears advantageous to the Fund. The Fund's expenses for employees
and for such services are among the expenses subject to the expense limitation
described above.
Distribution and Service Plan
The Fund's distributor is Reich & Tang Distributors, Inc., a Delaware
corporation with principal officers at 600 Fifth Avenue, New York, New York
10020. Pursuant to Rule 12b-1 under the 1940 Act, the SEC has required that an
investment company which bears any direct or indirect expense of distributing
its shares must do so only in accordance with a plan permitted by the Rule. The
Fund's Board of Directors has adopted a distribution and service plan (the
"Plan") and, pursuant to the Plan, the Fund has entered into a Distribution
Agreement and a Shareholder Servicing Agreement (with respect to Class A shares
only) with Reich & Tang Distributors, Inc. (the "Distributor"), as distributor
of the Fund's shares.
Effective April 7, 1995, a majority of the Fund's Board of Directors, including
independent directors, approved the creation of a second class of shares of the
Fund's outstanding common stock. In furtherance of this action, the Board of
Directors has reclassified the common stock of the Fund into Class A and Class B
shares. The Class A shares will be offered to investors who desire certain
additional shareholder services from Participating Organizations that are
compensated by the Fund's Manager and Distributor for such services. For its
services under the Shareholder Servicing Agreement (with respect to the Class A
shares only), the Distributor receives from the Fund a fee equal to .20% per
annum of the Fund's average daily net assets of the Class A shares of the Fund
(the "Shareholder Servicing Fee"). The fee is accrued daily and paid monthly and
any portion of the fee may be deemed to be used by the Distributor for purposes
of distribution of the Fund's Class A shares and for payments to Participating
Organizations with respect to servicing their clients or customers who are Class
A shareholders of the Fund. The Class B shareholders will not receive the
benefit of such services from Participating Organizations and, therefore, will
not be assessed a Shareholder Servicing Fee.
The following information applies only to the Class A shares of the Fund. For
the Fund's fiscal year ended December 31, 1999, the amount payable to the
Distributor under the Distribution Plan and Shareholder Servicing Agreements
adopted thereunder pursuant to Rule 12b-1 of the 1940 Act, totaled $450,071,
none of which was voluntarily waived. During the
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<PAGE>
same period, the Manager and Distributor made payments under the Plan totaled
$1,155,311, of which $1,140,509 was to or on behalf of Participating
Organizations. For the Fund's fiscal year ended December 31, 1998, the amount
payable to the Distributor under the Distribution Plan and Shareholder Servicing
Agreement totaled $428,343, none of which was voluntarily waived by the
Distributor. During the same period, the Manager and Distributor made payments
under the Plan totaling $1,040,387, of which $1,026,606 was to or on behalf of
Participating Organizations. For the Fund's fiscal year ended December 31, 1997,
the amount payable to the Distributor under the Distribution Plan and
Shareholder Servicing Agreement totaled $440,891, none which was voluntarily
waived by the Distributor. During the same period, the Manager and Distributor
made payments under the Plan totaling $915,120, of which $890,593 was to or on
behalf of Participating Organizations. The excess of such payments over the
total payments the Distributor received from the Fund under the Plan represents
distribution and servicing expenses funded by the Manager from its own resources
including the management fee.
For the fiscal year ended December 31, 1999, the total amount spent pursuant to
the Plan for Class A shares was 0.51% of the average daily net assets of the
Fund, of which 0.20% of the average daily net assets was paid by the Fund to the
Distributor, pursuant to the Shareholder Servicing Agreement.
Under the Distribution Agreement, the Distributor, for nominal consideration
(i.e., $1.00) and as agent for the Fund, will solicit orders for the purchase of
the Fund's shares, provided that any subscriptions and orders will not be
binding on the Fund until accepted by the Fund as principal.
The Plan and the Shareholder Servicing Agreement provide that, in addition to
the Shareholder Servicing Fee, the Fund will pay for (i) telecommunications
expenses, including the cost of dedicated lines and CRT terminals, incurred by
the Participating Organizations and Distributor in carrying out their
obligations under the Shareholder Servicing Agreement with respect to the Class
A shares and (ii) preparing, printing and delivering the Fund's prospectus to
existing shareholders of the Fund and preparing and printing subscription
application forms for shareholder accounts.
The Plan provides that the Manager may make payments from time to time from its
own resources, which may include the management fee, and past profits for the
following purposes: (i) to defray the costs of, and to compensate others,
including Participating Organizations with whom the Distributor has entered into
written agreements for performing shareholder servicing and related
administrative functions on behalf of the Class A shares of the Fund; (ii) to
compensate certain Participating Organizations for providing assistance in
distributing the Fund's shares; and (iii) to pay the costs of printing and
distributing the Fund's prospectus to prospective investors, and to defray the
cost of the preparation and printing of brochures and other promotional
materials, mailings to prospective shareholders, advertising, and other
promotional activities, including the salaries and/or commissions of sales
personnel in connection with the distribution of the Fund's shares. The
Distributor may also make payments from time to time from its own resources,
which may include the Shareholder Servicing Fee with respect to Class A shares
and past profits for the purpose enumerated in (i) above. The Distributor will
determine the amount of such payments made pursuant to the Plan, provided that
such payments will not increase the amount which the Fund is required to pay to
the Manager or the Distributor for any fiscal year under the Investment
Management Contract, the Administrative Services Contract or the Shareholder
Servicing Agreement in effect for that year.
In accordance with the Rule, the Plan provides that all written agreements
relating to the Plan entered into between either the Fund or the Distributor and
Participating Organizations or other organizations must be in a form
satisfactory to the Fund's Board of Directors. In addition, the Plan requires
the Fund and the Distributor to prepare, at least quarterly, written reports
setting forth all amounts expended for distribution purposes by the Fund and the
Distributor pursuant to the Plan and identifying the distribution activities for
which those expenditures were made.
The Plan provides that it will remain in effect until December 31, 2000.
Thereafter it may continue in effect for successive annual periods commencing
October 1, provided it is approved by the Class A shareholders or by the Board
of Directors. This includes a majority of directors who are not interested
persons of the Fund and who have no direct or indirect interest in the operation
of the Plan or in the agreements related to the Plan. The Plan further provides
that it may not be amended to increase materially the costs which may be spent
by the Fund for distribution pursuant to the Plan without Class A shareholder
approval, and the other material amendments must be approved by the directors in
the manner described in the preceding sentence. The Plan may be terminated at
any time by a vote of a majority of the disinterested directors of the Fund or
the Fund's Class A shareholders.
Custodian and Transfer Agent
State Street Kansas City, 801 Pennsylvania , Kansas City, Missouri 64105, is
custodian for the Fund's cash and securities. Reich & Tang Services, Inc., an
affiliate of the Fund's Manager, located at 600 Fifth Avenue, New York, NY
10020, is transfer agent and dividend agent for the shares of the Fund. The
custodian and transfer agents do not assist in, and are not responsible for,
investment decisions involving assets of the Fund.
Counsel and Independent Accountants
Legal matters in connection with the issuance of shares of stock of the Fund are
passed upon by Battle Fowler LLP, 75 East 55th Street, New York, New York 10022.
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<PAGE>
Matters in connection with California law are passed upon by Brown & Wood, LLP,
555 California Street, Suite 5000, San Francisco, California 94104-1715.
PricewaterhouseCoopers LLP , 1177 Avenue of the Americas, New York, New York
10036, independent certified public accountants, has been selected as auditors
for the Fund.
VI. BROKERAGE ALLOCATION AND OTHER PRACTICES
The Fund's purchases and sales of portfolio securities are usually principal
transactions. Portfolio securities are normally purchased directly from the
issuer, from banks and financial institutions or from an underwriter or market
maker for the securities. There usually are no brokerage commissions paid for
such purchases. The Fund has paid no brokerage commissions since its formation.
Any transaction for which the Fund pays a brokerage commission will be effected
at the best price and execution available. Thus, the Fund will select a broker
for such a transaction based upon which broker can effect the trade at the best
price and execution available. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers include the
spread between the bid and asked price. The Fund purchases Participation
Certificates in variable rate Municipal Obligations with a demand feature from
banks or other financial institutions at a negotiated yield to the Fund based on
the applicable interest rate adjustment index for the security. The interest
received by the Fund is net of a fee charged by the issuing institution for
servicing the underlying obligation and issuing the Participation Certificate,
letter of credit, guarantee or insurance and providing the demand repurchase
feature.
Allocation of transactions, including their frequency, to various dealers is
determined by the Manager in its best judgment and in a manner deemed in the
best interest of shareholders of the Fund rather than by any formula. The
primary consideration is prompt execution of orders in an effective manner at
the most favorable price. No preference in purchasing portfolio securities will
be given to banks or dealers that are Participating Organizations.
Investment decisions for the Fund will be made independently from those for any
other investment companies or accounts that may be or become managed by the
Manager or its affiliates. If, however, the Fund and other investment companies
or accounts managed by the Manager are simultaneously engaged in the purchase or
sale of the same security, the transactions may be averaged as to price and
allocated equitably to each account. In some cases, this policy might adversely
affect the price paid or received by the Fund or the size of the position
obtainable for the Fund. In addition, when purchases or sales of the same
security for the Fund and for other investment companies managed by the Manager
occur contemporaneously, the purchase or sale orders may be aggregated in order
to obtain any price advantage available to large denomination purchasers or
sellers.
No portfolio transactions are executed with the Manager or its affiliates acting
as principal. In addition, the Fund will not buy bankers' acceptances,
certificates of deposit or commercial paper from the Manager or its affiliates.
VII. CAPITAL STOCK AND OTHER SECURITIES
The authorized capital stock of the Fund consists of twenty billion shares of
stock having a par value of one tenth of one cent ($.001) per share. The Fund's
Board of Directors is authorized to divide the shares into separate series of
stock, one for each of the portfolios that may be created. Each share of any
series of shares when issued will have equal dividend, distribution and
liquidation rights within the series for which it was issued and each fractional
share has those rights in proportion to the percentage that the fractional share
represents of a whole share. Shares of all series have identical voting rights,
except where, by law, certain matters must be approved by a majority of the
shares of the unaffected series. Shares will be voted in the aggregate. There
are no conversion or preemptive rights in connection with any shares of the
Fund. All shares, when issued in accordance with the terms of the offering, will
be fully paid and nonassessable. Shares are redeemable at net asset value, at
the option of the shareholder. The Fund is subdivided into two classes of common
stock, Class A and Class B. Each share, regardless of class, will represent an
interest in the same portfolio of investments and will have identical voting,
dividend, liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions, except that:
(i) the Class A and Class B shares will have different class designations; (ii)
only the Class A shares will be assessed a service fee pursuant to the Rule
12b-1 Distribution and Service Plan of the Fund of .20% of the Class A shares'
average daily net assets; (iii) only the holders of the Class A shares will be
entitled to vote on matters pertaining to the Plan and any related agreements in
accordance with provisions of Rule 12b-1; and (iv) the exchange privilege will
permit stockholders to exchange their shares only for shares of the same class
of an investment company that participates in an exchange privilege program with
the Fund. Payments that are made under the Plan will be calculated and charged
daily to the appropriate class prior to determining daily net asset value per
share and dividends/distributions.
Under its amended Articles of Incorporation, the Fund has the right to redeem
for cash shares of stock owned by any shareholder to the extent and at such
times as the Fund's Board of Directors determines to be necessary or appropriate
to prevent an undue concentration of stock ownership which would cause the Fund
to become a "personal holding company" for Federal income tax purposes. In this
regard, the Fund may also exercise its right to reject purchase orders.
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<PAGE>
The shares of the Fund have non-cumulative voting rights, which means that the
holders of more than 50% of the shares outstanding voting for the election of
directors can elect 100% of the directors if the holders choose to do so. In
that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors. Unless specifically requested by an
investor, the Fund will not issue certificates evidencing Fund shares.
As a general matter, the Fund will not hold annual or other meetings of the
Fund's shareholders. This is because the By-laws of the Fund provide for annual
or special meetings only (i) for the election (or re-election) of directors,
(ii) for approval of the revised investment advisory contracts with respect to a
particular class or series of stock, (iii) for approval of the Fund's
distribution agreement with respect to a particular class or series of stock,
and (iv) upon the written request of shareholders entitled to cast not less than
25% of all the votes entitled to be cast at such meeting. Annual and other
meetings may be required with respect to such additional matters relating to the
Fund as may be required by the 1940 Act, including the removal of Fund
director(s) and communication among shareholders, any registration of the Fund
with the SEC or any state, or as the Directors may consider necessary or
desirable. Each Director serves until his successor is elected or qualified, or
until such Director sooner dies, resigns, retires or is removed by the vote of
the shareholders.
VIII. PURCHASE, REDEMPTION AND PRICING OF SHARES
The material relating to the purchase, redemption and pricing of Fund shares for
each class of shares is located in the Shareholder Information section of the
Prospectus and is hereby incorporated by reference.
Net Asset Value
The Fund does not determine net asset value per share of each Class on any day
in which the New York Stock Exchange is closed for trading. Those days include:
New Year's Day, Martin Luther King Jr. Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
The net asset value of the Fund's shares is determined as of 12 noon, New York
City time, on each Fund Business Day. The net asset value of a Class is computed
by dividing the value of the Fund's net assets for such Class (i.e., the value
of its securities and other assets less its liabilities, including expenses
payable or accrued but excluding capital stock and surplus) by the total number
of shares outstanding for such Class.
The Fund's portfolio securities are valued at their amortized cost in compliance
with the provisions of Rule 2a-7 under the 1940 Act. Amortized cost valuation
involves valuing an instrument at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium. If fluctuating interest
rates cause the market value of the Fund's portfolio to deviate more than 1/2 of
1% from the value determined on the basis of amortized cost, the Board of
Trustees will consider whether any action should be initiated, as described in
the following paragraph. Although the amortized cost method provides certainty
in valuation, it may result in periods during which the value of an instrument
is higher or lower than the price an investment company would receive if the
instrument were sold.
The Fund's Board of Directors has established procedures to stabilize the Fund's
net asset value at $1.00 per share of each Class. These procedures include a
review of the extent of any deviation of net asset value per share, based on
available market rates, from the Fund's $1.00 amortized cost per share of each
Class. Should that deviation exceed 1/2 of 1%, the Board will consider whether
any action should be initiated to eliminate or reduce material dilution or other
unfair results to shareholders. Such action may include redemption of shares in
kind, selling portfolio securities prior to maturity, reducing or withholding
dividends and utilizing a net asset value per share as determined by using
available market quotations. The Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less, will not purchase any instrument with a
remaining maturity greater than 397 days, will limit portfolio investments,
including repurchase agreements, to those United States dollar-denominated
instruments that the Fund's Board of Trustees determines present minimal credit
risks, and will comply with certain reporting and record keeping procedures. The
Fund has also established procedures to ensure compliance with the requirement
that portfolio securities are Eligible Securities. (See "Description of the Fund
and its Investments and Risks" herein.)
IX. TAXATION OF THE FUND
Federal Income Taxes
The Fund has elected and intends to qualify under the Code and under California
law as a regulated investment company that distributes exempt-interest
dividends. It intends to continue to qualify as long as qualification is in the
best interest of its shareholders, because qualification relieves the Fund of
liability for Federal income taxes to the extent its earnings are distributed in
accordance with the applicable provisions of the Code.
The Fund's policy is to distribute as dividends each year 100% and in no event
less than 90% of its net tax-exempt interest income. Exempt-interest dividends
are dividends paid by the Fund that are attributable to interest on obligations,
the interest on which is exempt from regular Federal income tax, and designated
by the Fund as exempt-interest dividends in a written notice mailed to the
Fund's shareholders not later than 60 days after the close of its taxable year.
The percentage of the total dividends paid by the Fund during any taxable year
that qualifies as exempt-interest dividends will be the same for all
shareholders receiving dividends during the year.
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Exempt-interest dividends are excludable from the Fund's shareholders gross
income although the amount of that interest must be disclosed on the
shareholders Federal income tax returns. A shareholder should consult its tax
advisor with respect to whether exempt-interest dividends retain the exclusion
under Section 103(a) of the Code if such shareholder would be treated as a
substantial user or related person with respect to some or all of the private
activity bonds, if any, held by the Fund. If a shareholder receives an
exempt-interest dividend with respect to any share and such share has been held
for six months or less, then any loss on the sale or exchange of such share will
be disallowed to the extent of the amount of such exempt-interest dividend. The
Code provides that interest on indebtedness incurred or continued to purchase or
carry tax exempt securities, such as shares of the Fund, is not deductible.
Therefore, among other consequences, a certain portion of interest on margin
indebtedness may not be deductible during the period an investor holds shares of
the Fund. Interest on tax-exempt bonds, including exempt-interest dividends paid
by the Fund, is to be added to adjusted gross income for purposes of computing
the amount of Social Security and Railroad Retirement benefits includable in
gross income. Taxpayers other than corporations are required to include as an
item of tax preference for purposes of the Federal alternative minimum tax all
tax-exempt interest on private activity bonds (generally, a bond issue in which
more than 10% of the proceeds are used in a non-governmental trade or business)
(other than qualified Section 501(c)(3) bonds) issued after August 7, 1986 less
any deductions (not allowable in competing Federal income tax) which would have
been allowable if such interest were includable in gross income. Thus, this
provision will apply to any exempt-interest dividends from the Fund's assets
attributable to any private activity bonds acquired by the Fund. Corporations
are required to increase their alternative minimum taxable income by 75% of the
amount by which the adjusted current earnings (which will include tax-exempt
interest) of the corporation exceeds the alternative minimum taxable income
(determined without this provision). In addition, in certain cases, Subchapter S
corporations with accumulated earnings and profits from Subchapter C years are
subject to tax on tax-exempt interest.
Although it is not intended, it is possible that the Fund may realize market
discount income and short-term or long-term capital gains or losses from its
portfolio transactions. The Fund may also realize short-term or long-term
capital gains upon the maturity or disposition of securities as well as from the
maturity or disposition of securities acquired at discounts resulting from
market fluctuations. Accrued market discount income and short-term capital gains
will be taxable to shareholders as ordinary income when they are distributed.
Any net capital gains (the excess of net realized long-term capital gain over
net realized short-term capital loss) will be distributed annually to the Fund's
shareholders. The Fund will have no tax liability with respect to distributed
net capital gains, and the distributions will be taxable to shareholders as
long-term capital gains regardless of how long the shareholders have held Fund
shares. However, Fund shareholders who at the time of such a net capital gain
distribution have not held their Fund shares for more than six months, and who
subsequently dispose of those shares at a loss, will be required to treat such
loss as a long-term capital loss to the extent of such net capital gain
distribution. Distributions of net capital gain will be designated as a capital
gain dividend in a written notice mailed to the Fund's shareholders not later
than 60 days after the close of the Fund's taxable year. Capital gains realized
by corporations are generally taxed at the same rate as ordinary income.
However, long-term capital gains are taxable at a maximum rate of 20% to
non-corporate shareholders. Corresponding maximum rate and holding period rules
apply with respect to capital gains realized by a shareholder on the disposition
of shares.
The Fund intends to distribute at least 90% of its investment company taxable
income (taxable income subject to certain adjustments exclusive of the excess of
net long-term capital gain over net short-term capital loss) for each taxable
year. These distributions will be taxable to shareholders ordinary income. The
Fund will be subject to Federal income tax on any undistributed investment
company taxable income. Expenses paid or incurred by the Fund will be allocated
between tax-exempt and taxable income in the same proportion as the amount of
the Fund's tax-exempt income bears to the total of such exempt income and its
gross income (excluding from gross income the excess of capital gains over
capital losses). If the Fund does not distribute during the calendar year at
least 98% of its ordinary income determined on a calendar year basis and 98% of
its capital gain net income (generally determined on a October year end), the
Fund will be subject to a 4% excise tax on the excess of such amounts over the
amounts actually distributed.
If a shareholder (other than a corporation) fails to provide the Fund with a
current taxpayer identification number, the Fund is generally required to
withhold 31% of taxable interest or dividend payments proceeds from the
redemption of shares of the Fund.
Dividends and distributions to shareholders will be treated in the same manner
for Federal and California income tax purposes whether received in cash or
reinvested in additional shares of the Fund.
With respect to the variable rate demand instruments, including Participation
Certificates therein, the Fund has obtained and is relying on the opinion of
Battle Fowler LLP, counsel to the Fund, that it will be treated for Federal
income tax purposes as the owner of an interest in the underlying Municipal
Obligations and the interest thereon will be exempt from regular Federal income
taxes to the Fund and its shareholders to the same extent as interest on the
underlying municipal obligations. Battle Fowler LLP has pointed out that the
Internal Revenue Service has announced that it will not ordinarily issue advance
rulings on the question of ownership of securities or participation interests
therein subject to a put, and as a result could reach a conclusion different
from that reached by counsel.
-26-
<PAGE>
The U.S. Supreme Court held that there is no constitutional prohibition against
the Federal government's taxing the interest earned on state or other municipal
bonds. The decision does not, however, affect the current exemption from
taxation of the interest earned on the Municipal Obligations in accordance with
Section 103 of the Code.
From time to time, proposals have been introduced before Congress to restrict or
eliminate the Federal income tax exemption for interest on Municipal
Obligations. If such a proposal were introduced and enacted in the future, the
ability of the Fund to pay exempt-interest dividends would be adversely affected
and the Fund would re-evaluate its investment objective and policies and
consider changes in the structure.
California Income Taxes
The designation of all or a portion of a dividend paid by the Fund as an
"exempt-interest dividend" under the Code does not necessarily result in the
exemption of such amount from tax under the laws of any state or local taxing
authority. Under California law, at the end of each quarter of its tax year, at
least 50% of the "value" of the Fund's assets must consist of obligations the
interest on which, when held by an individual, would be exempt from taxation by
the State of California under the Constitution or laws of the State of
California or the United States. Assuming compliance with this requirement, with
respect to dividends treated for Federal income tax purposes as exempt-interest
dividends that are paid by the Fund to a California resident individual
shareholder, in the opinion of Brown & Wood LLP, special California tax counsel
to the Fund, amounts correctly designated as derived from California Municipal
Obligations received by the Fund will not be subject to the California Income
Tax. Amounts correctly designated as derived from Territorial Municipal
Obligations and exempt from taxation by the State of California, as described
above, also will not be subject to the California Income Tax. The portion of
exempt-interest dividends derived from Federal obligations will, likewise, also
be exempt from California income tax.
California also taxes capital gain dividends distributed to shareholders at
ordinary income rates for California income tax purposes. No tax is imposed on
undistributed amounts unless the shareholder chooses to receive additional
shares. Exempt-interest dividends which are not derived from California
Municipal Obligations and any other dividends of the Fund which do not qualify
as "exempt-interest dividends" under California law will be includable in a
California resident's tax base for purposes of the California Income Tax.
Distributions from net investment income and capital gains, including exempt
interest dividends, will be subject to California corporate franchise tax if
received by a corporate shareholder subject to such tax and may be subject to
state taxes in states other than California and to local taxes imposed by
certain cities within California and outside California. Accordingly, investors
in the Fund including, in particular, corporate investors which may be subject
to the California corporate franchise tax, should consult their tax advisors
with respect to the application of such taxes to an investment in the Fund, to
the receipt of Fund dividends and as to their California tax situation in
general.
Shareholders are urged to consult their tax advisors with respect to the
treatment of distributions from the Fund in their own states and localities.
X. UNDERWRITERS
The Fund sells and redeems its shares on a continuing basis at their net asset
value and does not impose a sales charge. The Distributor does not receive an
underwriting commission. In effecting sales of Fund shares under the
Distribution Agreement, the Distributor, for nominal consideration (i.e., $1.00)
and as agent for the Fund, will solicit orders for the purchase of the Fund's
shares, provided that any subscriptions and orders will not be binding on the
Fund until accepted by the Fund as principal.
The 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. In the opinion of the Manager,
however, 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 shareholder servicing and related
administrative functions referred to above. The Fund's Board of Directors will
consider appropriate modifications to the Fund'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 Fund'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 ad dealers pursuant to
state law.
XI. CALCULATION OF PERFORMANCE DATA
The Fund calculates a seven-day yield quotation using a standard method
prescribed by the rules of the SEC. Under that method, the Fund's yield figure,
which is based on a chosen seven-day period, is computed as follows: the Fund's
return for the seven-day period is obtained by dividing the net change in the
value of a hypothetical account having a balance of one share at the beginning
of the period by the value of such account at the beginning of the period
(expected to always be $1.00). This is multiplied by (365/7) with the resulting
annualized figure carried to the nearest hundredth of one
-27-
<PAGE>
percent. For purposes of the foregoing computation, the determination of the net
change in account value during the seven-day period reflects (i) dividends
declared on the original share and on any additional shares, including the value
of any additional shares purchased with dividends paid on the original share,
and (ii) fees charged to all shareholder accounts. Realized capital gains or
losses and unrealized appreciation or depreciation of the Fund's portfolio
securities are not included in the computation. Therefore, annualized yields may
be different from effective yields quoted for the same period.
The Fund's "effective yield" for each Class is obtained by adjusting its
"current yield" to give effect to the compounding nature of the Fund's
portfolio, as follows: the unannualized base period return is compounded and
brought out to the nearest one hundredth of one percent by adding one to the
base period return, raising the sum to a power equal to 365 divided by 7, and
subtracting one from the result, i.e., effective yield = [(base period return +
1)365/7] - 1.
Although published yield information is useful to investors in reviewing the
Fund's performance, investors should be aware that the Fund's yield fluctuates
from day to day. The Fund's yield for any given period is not an indication, or
representation by the Fund, of future yields or rates of return on the Fund's
shares, and may not provide a basis for comparison with bank deposits or other
investments that pay a fixed yield for a stated period of time. Investors who
purchase the Fund's shares directly may realize a higher yield than Participant
Investors because they will not be subject to any fees or charges that may be
imposed by Participating Organizations.
The Fund may from time to time advertise its tax equivalent current yield. The
tax equivalent yield for each Class is computed based upon a 30-day (or one
month) period ended on the date of the most recent balance sheet included in
this Statement of Additional Information. It is computed by dividing that
portion of the yield of the Fund (as computed pursuant to the formulae
previously discussed) which is tax exempt by one minus a stated income tax rate
and adding the quotient to that portion, if any, of the yield of the Fund that
is not tax exempt. The tax equivalent yield for the Fund may also fluctuate
daily and does not provide a basis for determining future yields.
The Fund may from time to time advertise a tax equivalent effective yield table
which shows the yield that an investor would need to receive from a taxable
investment in order to equal a tax-free yield from the Fund. This is calculated
by dividing that portion of the Fund's effective yield that is tax-exempt by 1
minus a stated income tax rate and adding the quotient to that portion, if any,
of the Fund's effective yield that is not tax-exempt. See "Taxable Equivalent
Yield Table" herein.
The Fund's Class A shares yield for the seven-day period ended December 31, 1999
was 3.33% which is equivalent to an effective yield of 3.39%. The Fund's Class B
shares yield for the seven-day period ended December 31, 1999 was 3.56% which is
equivalent to an effective yield of 3.63%.
XII. FINANCIAL STATEMENTS
The audited financial statements for the Fund for the fiscal year ended December
31, 1999 and the report therein of PricewaterhouseCoopers LLP, are herein
incorporated by reference to the Fund's Annual Report. The Annual Report is
available upon request and without charge.
-28-
<PAGE>
DESCRIPTION OF RATINGS*
Description of Moody's Investors Service, Inc.'s Two Highest Municipal Bond
Ratings:
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities, or fluctuation of protective elements
may be of greater amplitude, or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.
Con. ( c ) : Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (i) earnings of projects under construction, (ii) earnings of
projects unseasoned in operating experience, (iii) rentals which begin when
facilities are completed, or (iv) payments to which some other limiting
condition attaches. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.
Description of Moody's Investors Service, Inc.'s Two Highest Ratings of State
and Municipal Notes and Other Short-Term Loans:
Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade ("MIG"). This distinction is in recognition
of the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing, while various factors of the first importance in bond risk
are of lesser importance in the short run. Symbols used will be as follows:
MIG-1: Loans bearing this designation are of the best quality, enjoying strong
protection from established cash flows of funds for their servicing or from
established and broad-based access to the market for refinancing, or both.
MIG-2: Loans bearing this designation are of high quality, with margins of
protection ample although not so large as in the preceding group.
Description of Standard & Poor's Rating Services Two Highest Debt Ratings:
AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only to a small degree.
Plus ( + ) or Minus ( - ): The AA rating may be modified by the addition of a
plus or minus sign to show relative standing within the AA rating category.
Provisional Ratings: The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project, makes no comment on the likelihood of,
or the risk of default upon failure of, such completion. The investor should
exercise his own judgment with respect to such likelihood and risk.
Standard & Poor's does not provide ratings for state and municipal notes.
Description of Standard & Poor's Rating Services Two Highest Commercial Paper
Ratings:
A: Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.
A-1: This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
A-2: Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.
Description of Moody's Investors Service, Inc.'s Two Highest Commercial Paper
Ratings:
Moody's employs the following designations, both judged to be investment grade,
to indicate the relative repayment capacity of rated issues: Prime-1, highest
quality; Prime-2, higher quality.
- --------
*As described by the rating agencies.
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<PAGE>
CORPORATE TAXABLE EQUIVALENT YIELD TABLE*
(Based on Tax Rates Effective Until December 31, 2000)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. If Your Corporate Taxable Income Bracket Is . . .
- -----------------------------------------------------------------------------------------------------------------------------------
Corporate $0- $50,001- $75,001- $100,001 $335,001- $10,000,001- $15,000,001 $18,333,334
Return 50,000 75,000 100,000 335, 000 10,000,000 15,000,000 18,333,333 and over
- -----------------------------------------------------------------------------------------------------------------------------------
2. Then Your Combined Income Tax Bracket Is . . .
- -----------------------------------------------------------------------------------------------------------------------------------
Federal
Tax Rate 15.00% 25.00% 34.00% 39.00% 34.00% 35.00% 38.00% 35.00%
- --------------------------- ------------- --------------- ------------- ---------- ------------ ---------------- -------------
State
Tax Rate 8.84% 8.84% 8.84% 8.84% 8.84% 8.84% 8.84% 8.84%
- ------------- ------------- ------------- --------------- ------------- ---------- ------------ ---------------- -------------
Combined
Marginal
Tax Rate 22.51% 31.63% 39.83% 44.39% 39.83% 40.75% 43.48% 40.75%
- ------------------------------------------------------------------------------------------------------------------------------------
3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Exempt Equivalent Taxable Investment Yield
Yield Required to Match Tax Exempt Yield
- -----------------------------------------------------------------------------------------------------------------------------------
2.00% 2.58% 2.93% 3.32% 3.60% 3.32% 3.38% 3.54% 3.38%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
2.50% 3.23% 3.66% 4.16% 4.50% 4.16% 4.22% 4.42% 4.22%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
3.00% 3.87% 4.39% 4.99% 5.39% 4.99% 5.06% 5.31% 5.06%
- -------------- ------------- ------------- --------------- ------------- ----------- --------------- ---------------- -------------
3.50% 4.52% 5.12% 5.82% 6.29% 4.82% 5.91% 6.19% 5.91%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
4.00% 5.16% 5.85% 6.65% 7.19% 6.65% 6.75% 7.08% 6.75%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
4.50% 5.81% 6.58% 7.48% 8.09% 7.48% 7.59% 7.96% 7.59%
- ------------- ------------ --------------- ---------------- ------------ ------------ --------------- ---------------- -------------
5.00% 6.45% 7.31% 8.31% 8.99% 8.31% 8.44% 8.85% 8.44%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
5.50% 7.10% 8.04% 9.14% 9.89% 9.14% 9.28% 9.73% 9.28%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
6.00% 7.74% 8.78% 9.97% 10.79% 9.97% 10.13% 10.62% 10.13%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
6.50% 8.39% 9.51% 10.80% 11.69% 10.80% 10.97% 11.50% 10.97%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
7.00% 9.03% 10.24% 11.63% 12.59% 11.63% 11.81% 12.39% 11.81%
- -------------- ------------- ------------- --------------- ------------- ------------ --------------- ---------------- -------------
</TABLE>
To use this chart, find the applicable level of taxable income based on your tax
filing status in section one. Then read down to section two to determine your
combined tax bracket and, in section three, to see the equivalent taxable yields
for each of the tax free income yields given.
* For corporations subject to the California Franchise Tax rather than the
Corporation Income Tax, dividends paid by the Fund will not be exempt from
taxation, and this yield table is, therefore, inapplicable.
-30-
<PAGE>
INDIVIDUAL TAX EQUIVALENT YIELD TABLE**
(Based on Tax Rates Effective Until December 31, 2000)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1. If Your Taxable Income Bracket Is . . .
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
Single Return $0- $19,693- $26,251- $27,338- $34,549- $63,551- $132,601 $288,351-
19,692 26,250 27,337 34,548 63,550 132,600 288,350 and over
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
Joint $0- $39,385- $43,851- $54,675- $69,097- $105,951- $161,451- $288,351
Return 39,384 43,850 54,674 69,096 105,950 161,450 288,350 and over
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
- ------------------------------------------------------------------------------------------------------------------------------------
2. Then Your Combined Income Tax Bracket Is . . .
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
Federal
Tax Rate 15.00% 15.00% 28.00% 28.00% 28.00% 31.00% 36.00% 39.60%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
State
Tax Rate 4.00% 6.00% 6.00% 8.00% 9.30% 9.30% 9.30% 9.30%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
Combined
Marginal
Tax Rate 18.40% 20.10% 32.32% 33.76% 34.70% 37.42% 41.95% 45.22%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- -------------- ----------
- ------------------------------------------------------------------------------------------------------------------------------------
3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------- -------------------------------------------------------------------------------------------------------------------
Tax Exempt Equivalent Taxable Investment Yield
Yield Required to Match Tax Exempt Yield
- ---------------- -------------------------------------------------------------------------------------------------------------------
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
2.00% 2.45% 2.50% 2.96% 3.02% 3.06% 3.20% 3.45% 3.65%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
2.50% 3.06% 3.13% 3.69% 3.77% 3.83% 3.99% 4.31% 4.56%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
3.00% 3.68% 3.75% 4.43% 4.53% 4.59% 4.79% 5.17% 5.48%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
3.50% 4.29% 4.38% 5.17% 5.28% 5.36% 5.59% 6.03% 6.39%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
4.00% 4.90% 5.01% 5.91% 6.04% 6.13% 6.39% 6.89% 7.30%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
4.50% 5.51% 5.63% 6.65% 6.79% 6.89% 7.19% 7.75% 8.21%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
5.00% 6.13% 6.26% 7.39% 7.55% 7.66% 7.99% 8.61% 9.13%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
5.50% 6.74% 6.88% 8.13% 8.30% 8.42% 8.79% 9.47% 10.04%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
6.00% 7.35% 7.51% 8.87% 9.06% 9.19% 9.59% 10.34% 10.95%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
6.50% 7.97% 8.14% 9.60% 9.81% 9.95% 10.39% 11.20% 11.87%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
7.00% 8.58% 8.76% 10.34% 10.57% 10.72% 11.19% 12.06% 12.78%
- ---------------- -------------- ------------- --------------- -------------- ------------- --------------- ------------- -----------
</TABLE>
To use this chart, find the applicable level of taxable income based on your tax
filing status in section one. Then read down to section two to determine your
combined tax bracket and, in section three, to see the equivalent taxable yields
for each of the tax free income yields given.
** An Investor's marginal tax rate may exceed the rates shown in the above table
due to the reduction, or possible elimination of the personal exemption
deduction for high-income taxpayers and an overall limit on itemized deductions.
For investors who pay Federal alternative minimum tax, tax-free yields may be
equivalent to taxable yields lower than those shown above. Shareholders subject
to income taxation by states other than California will realize a lower
after-tax return than California shareholders. This table is a combination of
the Federal and California taxable income brackets, which are adjusted annually
for inflation. The California taxable income brackets have not yet been adjusted
for 2000. The California taxable yields set forth in the above table presume
that taxpayers in each Federal tax bracket are in the highest California tax
bracket corresponding to that Federal bracket. The tax characteristics of the
Fund are described more fully elsewhere in the Prospectus. Consult your tax
adviser for further details. This chart is for illustrative purposes only and
cannot be taken as an indication of anticipated Fund performance.
-31-
<PAGE>
