MICHIGAN DAILY TAX FREE INCOME FUND INC
485B24E, 1995-04-28
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                                                 Registration No. 2-11642



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Pre-Effective Amendment No.

                        Post-Effective Amendment No. 10

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 11


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


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


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


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



It is proposed that this filing will become effective (check appropriate box)


      [X]   immediately upon filing pursuant to paragraph (b)

      [ ]   on (date) pursuant to paragraph (b)

      [ ]   6O days after filing pursuant to paragraph (a)

      [ ]   on (date) pursuant to paragraph (a) of Rule 485



<PAGE>




   CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933   

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

                             Proposed         Proposed
                              Maximum         Maximum
Securities      Amount       Offering         Aggregate      Amount of
 Being           Being       Price per        Offering    Registration
Registered     Registered      Unit*           Price**           Fee**

COMMON
STOCK


$.001 par    73,296,985.68      $1.00        $73,296,985.68    $100.00
value


                                                                      

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


*  Estimated  solely  for the  purposes  of  determining  the amount of the
   registration fee.

** Calculated  pursuant to Rule  24e-2(a)  under the  Investment  Company Act of
1940.  148,601,873.29 shares were redeemed during the fiscal year ended February
28,  1995,  73,006,987.71  of  which  are  being  used for  "reduction"  in this
amendment,  none of which were  previously  so used in filings  pursuant to Rule
24e-2(a) or 24f-2(c) during the current fiscal year ending February 28, 1996.



<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  in the City of New York, and
State of New York, on the 27th day of April, 1995.


                                       MICHIGAN DAILY TAX FREE INCOME FUND, INC.



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


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


         SIGNATURE                        CAPACITY                  DATE

(1)      Principal Executive
         Officer



         /s/Steven W. Duff                President and              4/27/95
         Steven W. Duff                   Director


(2)      Principal Financial and
         Accounting Officer



         /s/Richard De Sanctis                   
         Richard De Sanctis               Treasurer                  4/27/95


(3)      Majority of Directors

        W. Giles Mellon                   Director
        Yung Wong                         Director
        Robert Straniere                  Director


By:      /s/Bernadette N. Finn                   
         Bernadette N. Finn                                          4/27/95
         Attorney-in-Fact

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

                                                            April 28, 1995


Michigan Daily Tax Free Income Fund, Inc.
600 Fifth Avenue
New York, New York 10020

Gentlemen:

         We have acted as counsel to Michigan Daily Tax Free Income Fund,  Inc.,
a Maryland  corporation  (the "Fund"),  in connection  with the  preparation and
filing of Registration Statement No. 2-11642 on Form N-1A pursuant to Rule 24e-2
of the Securities  Act of 1933  registering  the issuance of (the  "Registration
Statement")  73,296,985.68 shares of Common Stock, par value $.001 per share, of
the Fund.

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

         Based upon the foregoing,  we are of the opinion that the 73,296,985.68
shares of Common Stock,  par value $.001 per share, of the Fund, to be issued in
accordance  with the terms of the offering,  as set forth in the  Prospectus and
Statement  of  Additional  Information  included  as  part  of the  Registration
Statement,  and in accordance with  applicable  state  securities  laws, when so
issued and paid for,  will  constitute  validly  authorized  and legally  issued
shares of Common Stock, fully paid and non-assessable.

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


                                                              Very truly yours,


                                                              BATTLE FOWLER LLP



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