As filed with the Securities and Exchange Commission on April 18, 1997
Registration No. 33-11642
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. 15
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16
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
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a) (27) 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 84,096,000.94 $1.00 $84,096,000.94 $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. 136,660,213.13 shares were redeemed during the fiscal year ended February
28, 1997, 83,766,000.94 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, 1998.
Exhibit: Opinion of Battle Fowler LLP
<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 18th day of April, 1997.
MICHIGAN DAILY TAX FREE
INCOME FUND, INC.
By: /s/
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
President and 4/18/97
Steven W. Duff Director
(2) Principal Financial and
Accounting Officer
Richard De Sanctis Treasurer 4/18/97
(3) Majority of Directors
W. Giles Mellon Director
Yung Wong Director
Robert Straniere Director
By:
Bernadette N. Finn* 4/18/97
Attorney-in-Fact
*An executed copy of the power of attorney was filed as an exhibit to Post-
Effective Amendment No.5 to the Registration Statement No. 33-11642 on June 29,
1991.
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000810104
<NAME> Michigan Daily Tax Free Income Fund, Inc.
<S> <C>
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> FEB-28-1997
<PERIOD-TYPE> ANNUAL
<INVESTMENTS-AT-COST> 45255096
<INVESTMENTS-AT-VALUE> 45255096
<RECEIVABLES> 1413666
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 46668762
<PAYABLE-FOR-SECURITIES> 1000000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 521155
<TOTAL-LIABILITIES> 1521155
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45166400
<SHARES-COMMON-STOCK> 45166400
<SHARES-COMMON-PRIOR> 57529850
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (187915)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 45147609
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1972101
<OTHER-INCOME> 0
<EXPENSES-NET> 444438
<NET-INVESTMENT-INCOME> 1527663
<REALIZED-GAINS-CURRENT> 1221
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1528884
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1527663
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 122803906
<NUMBER-OF-SHARES-REDEEMED> 136660213
<SHARES-REINVESTED> 1492857
<NET-CHANGE-IN-ASSETS> (12362229)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (20012)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 164544
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 492697
<AVERAGE-NET-ASSETS> 54549050
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .03
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
April 18, 1997
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.33-11642 on Form N-1A pursuant to Rule 24e-2 of the
Securities Act of 1933 registering the issuance of (the "Registration
Statement") 84,096,000.94 shares of Common Stock, par value $.001 per share, of
the Fund.
We have examined copies of the Amended Articles of Incorporationt 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 84,096,000.94 shares
of Common Stock, $.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
