FIRST INVESTORS SERIES FUND
485APOS, 1999-03-01
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      As filed with the Securities and Exchange Commission on March 1, 1999
                                                      1933 Act File No. 33-25623
                                                      1940 Act File No. 811-5690

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            [X]
                        Pre-Effective Amendment No. ___                      [ ]
                        Post-Effective Amendment No. 27                      [X]

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                             Amendment No. 27                                [X]

                           FIRST INVESTORS SERIES FUND
               (Exact name of Registrant as specified in charter)

                                 95 Wall Street
                            New York, New York 10005
               (Address of Principal Executive Offices) (Zip Code)
      (Registrant's Telephone Number, Including Area Code): (212) 858-8000

                               Ms. Concetta Durso
                          Secretary and Vice President
                           First Investors Series Fund
                                 95 Wall Street
                            New York, New York 10005
                     (Name and Address of Agent for Service)

                                    Copy to:
                              Robert J. Zutz, Esq.
                           Kirkpatrick & Lockhart LLP
                          1800 Massachusetts Avenue, NW
                             Washington, D.C. 20036

It is proposed that this filing will become effective (check appropriate box)
     [ ]  immediately upon filing pursuant to paragraph (b)
     [ ]  on (date) pursuant to paragraph (b)
     [X]  60 days after filing  pursuant to paragraph (a)(1)
     [ ]  on (date) pursuant to paragraph (a)(1) 
     [ ]  75 days after filing pursuant to paragraph (a)(2) 
     [ ]  on (date)  pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
     [ ]  This post-effective amendment designates a new effective date for a 
          previously filed post-effective amendment.



<PAGE>

                           FIRST INVESTORS SERIES FUND

                       CONTENTS OF REGISTRATION STATEMENT


This registration document is comprised of the following:

               Cover Sheet

               Contents of Registration Statement

               Combined Prospectus for First Investors Insured  Intermediate Tax
                   Exempt Fund,  First Investors  Insured Tax Exempt Fund, Inc.,
                   First  Investors  New York  Insured Tax Free Fund,  Inc.  and
                   First Investors Multi-State Insured Tax Free Fund, Inc.

               Combined Statement of Additional  Information for First Investors
                   Insured Intermediate Tax Exempt Fund, First Investors Insured
                   Tax Exempt Fund,  Inc.,  First Investors New York Insured Tax
                   Free Fund, Inc. and First Investors  Multi-State  Insured Tax
                   Free Fund, Inc.

               Part C of Form N-1A

               Signature Page

               Exhibits





This  filing  does not relate to the First  Investors  Blue Chip  Fund,  Special
Situations  Fund,  Total Return Fund or Investment  Grade Fund, all of which are
other series of the First Investors Series Fund.

<PAGE>

[FIRST INVESTORS LOGO]

INSURED INTERMEDIATE TAX EXEMPT
INSURED TAX EXEMPT
NEW YORK INSURED TAX FREE
MULTI-STATE INSURED TAX FREE
    ARIZONA
    CALIFORNIA
    COLORADO
    CONNECTICUT
    FLORIDA
    GEORGIA
    MARYLAND
    MASSACHUSETTS
    MICHIGAN
    MINNESOTA
    MISSOURI
    NEW JERSEY
    NORTH CAROLINA
    OHIO
    OREGON
    PENNSYLVANIA
    VIRGINIA


    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.

                  The date of this prospectus is April 30, 1999



                                       
<PAGE>



                                    CONTENTS

INTRODUCTION

FUND DESCRIPTIONS

    Insured Intermediate Tax Exempt Fund
    Insured Tax Exempt Fund
    New York Insured Tax Free Fund
    Multi-State Insured Tax Free Fund

        Arizona         Minnesota
        California      Missouri
        Colorado        New Jersey
        Connecticut     North Carolina
        Florida         Ohio
        Georgia         Oregon
        Maryland        Pennsylvania
        Massachusetts   Virginia
        Michigan

FUND MANAGEMENT

BUYING AND SELLING SHARES

    How and when do the Funds price their shares?
    How do I buy shares?
    Which class of shares is best for me?
    How do I sell shares?
    Can I exchange my shares for the shares of other First Investors Funds?

ACCOUNT POLICIES

    What about dividends and capital gain distributions?
    What about taxes?
    How do I  obtain  a  complete  explanation  of all  account  privileges  and
    policies?

FINANCIAL HIGHLIGHTS

    Insured Intermediate Tax Exempt Fund
    Insured Tax Exempt Fund
    New York Insured Tax Free Fund
    Multi-State Insured Tax Free Fund

        Arizona         Minnesota
        California      Missouri
        Colorado        New Jersey
        Connecticut     North Carolina
        Florida         Ohio
        Georgia         Oregon
        Maryland        Pennsylvania
        Massachusetts   Virginia
        Michigan



                                       2
<PAGE>



                                  INTRODUCTION


This prospectus describes the First Investors Funds that invest primarily in tax
exempt municipal bonds.  Each individual Fund description in this prospectus has
an "Overview" which provides a brief explanation of the Fund's  objectives,  its
primary  strategies  and primary risks,  how it has performed,  and its fees and
expenses.  To help you decide which Funds may be right for you, we have included
in each Overview a section  offering  examples of who should consider buying the
Fund. Each Fund  description  also contains a "Fund in Detail" section with more
information on strategies and risks of the Fund.

If you are  interested  in a  municipal  bond fund that  diversifies  its assets
nationally  among  bonds  of  different  states,  you  should  consider  Insured
Intermediate Tax Exempt ("Intermediate Tax Exempt") and Insured Tax Exempt ("Tax
Exempt").  If you are interested in a municipal bond fund that invests primarily
in the bonds of a single state,  you should  consider one of our 18 single state
insured tax exempt  funds.  Seventeen of these  single state  insured tax exempt
funds are  individual  funds within the  Multi-State  Insured Tax Free Fund. The
eighteenth is the New York Insured Tax Free Fund.

None of the Funds in this prospectus pursues a strategy of allocating its assets
among  stocks,  bonds,  and money  market  instruments.  For most  investors,  a
complete  program  should  include  each of these  asset  classes.  Stocks  have
historically  outperformed  other categories of investments over long periods of
time and are therefore considered an important part of a diversified  investment
portfolio.  There have been extended  periods,  however,  during which bonds and
money market  instruments have  outperformed  stocks.  By allocating your assets
among  different  types  of  funds,  you can  reduce  the  overall  risk of your
portfolio and benefit when bonds and money market instruments outperform stocks.
Of course, even a diversified investment program can result in a loss.




                                       3
<PAGE>



                                FUND DESCRIPTIONS

                      INSURED INTERMEDIATE TAX EXEMPT FUND

                                    OVERVIEW

OBJECTIVE:     The Fund seeks a high  level of  interest  income  that is exempt
               from  federal  income  tax and is not a tax  preference  item for
               purposes of the Alternative Minimum Tax ("AMT").

PRIMARY
INVESTMENT
STRATEGIES:    The  Fund  invests  in  municipal   bonds  and  other   municipal
               securities  ("municipal  securities")  that pay interest  that is
               exempt from  federal  income  tax,  including  the AMT.  The Fund
               invests  primarily  in  municipal  bonds  which are insured as to
               timely payment of interest and principal by independent insurance
               companies  that  are  rated  in  the  top  rating  category  by a
               nationally  recognized  rating  organization,   such  as  Moody's
               Investors Service, Inc.  ("Moody's").  The Fund invests primarily
               in municipal bonds with intermediate maturities.  These bonds are
               generally  less volatile but also lower  yielding than  long-term
               municipal  bonds.  Under  normal  market  conditions,   the  Fund
               attempts to maintain a portfolio with a  dollar-weighted  average
               maturity of between three and ten years.

PRIMARY
RISKS:         The most  significant  risk of  investing in the Fund is interest
               rate risk.  As with other bonds,  the market  values of municipal
               bonds  fluctuate  with changes in interest  rates.  When interest
               rates rise,  municipal  bonds tend to decline in price,  and when
               interest rates fall,  they tend to increase in price. In general,
               bonds with longer  maturities  pay higher  interest rates but are
               more  volatile in price than  shorter term bonds.  When  interest
               rates decline,  the interest income received by the Fund may also
               decline. To a lesser degree, an investment in the Fund is subject
               to credit risk. This is the risk that an issuer of the bonds held
               by the Fund may not be able to pay  interest  or  principal  when
               due.  The  market  prices of bonds  are  affected  by the  credit
               quality of their  issuers.  While the Fund  primarily  invests in
               municipal  bonds  that  are  insured  against  credit  risk,  the
               insurance does not eliminate  credit risk because the insurer may
               not be financially  able to pay claims.  In addition,  not all of
               the  securities  held by the  Fund  are  insured.  Moreover,  the
               insurance  does not  apply  in any way to the  market  prices  of
               securities owned by the Fund, or the Fund's share price,  both of
               which will fluctuate.  Accordingly,  the value of your investment
               in the Fund will go up and down,  which means that you could lose
               money.

               AN  INVESTMENT  IN THE  FUND  IS NOT A  BANK  DEPOSIT  AND IS NOT
               INSURED  OR   GUARANTEED   BY  THE  FEDERAL   DEPOSIT   INSURANCE
               CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

            Who should consider buying the Insured Intermediate Tax Exempt Fund?

               The  Insured   Intermediate  Tax  Exempt  Fund  may  be  used  by
               individuals as a core holding for an investment portfolio or as a
               base on which to build a portfolio. It may be appropriate for you
               if you:



                                       4
<PAGE>



     .   Are seeking a conservative  investment  which provides a high degree of
         credit quality,

     .   Are seeking  income that is exempt from federal  income tax,  including
         the AMT, and

     .   Are seeking a higher level of tax exempt income than is available  from
         a tax exempt  money  market  fund and are willing to assume some market
         volatility to achieve this goal.

    The Insured  Intermediate  Tax Exempt Fund is generally not appropriate for
    retirement accounts, investors in low tax brackets, or corporate or similar
    business  accounts.  Different  tax rules apply to  corporations  and other
    entities.

    How has the Insured Intermediate Tax Exempt Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The Fund has two classes of shares,  Class A shares and Class B shares.  The bar
chart shows changes in the performance of the Fund's Class A shares from year to
year over the life of the Fund.  The  performance of Class B shares differs from
the performance of Class A shares shown in the bar chart only to the extent that
it does not have the same expenses. The bar chart does not reflect sales charges
that you may pay upon  purchase  or  redemption  of Fund  shares.  If they  were
included, the returns would be less than those shown.

                        INSURED INTERMEDIATE TAX EXEMPT


                                [OBJECT OMITTED]


During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       5
<PAGE>



The  following  table shows how the  average  annual  total  returns for Class A
shares and Class B shares compare to those of the Lehman Brothers Municipal Bond
Index  ("Lehman  Index").  This table  assumes that the maximum  sales charge or
contingent  deferred sales charge ("CDSC") was paid. The Lehman Index is a total
return performance  benchmark for the long-term investment grade tax exempt bond
market.  The Lehman Index does not take into  account fees and expenses  that an
investor  would incur in holding the  securities in the Lehman Index.  If it did
so, the returns would be lower than those shown.

                                            Inception         Inception
                                            Class A Shares    Class B Shares
                      1 Year*    5 Years*   (11/22/93)        (1/12/95)

Class A Shares        [ ]        [ ]        [ ]               [ ]
Class B Shares        [ ]        [ ]        [ ]               [ ]
Lehman Index          [ ]        [ ]        [ ]               [ ]
* The annual returns are based upon calendar years.

        What are the fees and  expenses of the Insured  Intermediate  Tax Exempt
Fund?

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

                                                  Class A         Class B
                                                  Shares          Shares
                                                  ------          -------

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
    (as a percentage of offering price)..........  6.25%           None
Maximum deferred sales charge (load)
    (as a percentage of the lower of purchase
    price or redemption price)...................  None*             4%**

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
                                   DISTRIBUTION                TOTAL
                                    AND SERVICE              ANNUAL FUND
                       MANAGEMENT    (12B-1)     OTHER        OPERATING                      NET
                         FEES(1)     FEES (2)   EXPENSES      EXPENSES(3)   FEE WAIVER(1)  EXPENSES(3)



<S>                    <C>        <C>          <C>            <C>              <C>           <C>

Class A Shares ....... [ ]%       [  ]%        [  ]%           [  ]%           [  ]%         [  ]%
Class B Shares ....... [ ]%       [  ]%        [  ]%           [  ]%           [  ]%         [  ]%
</TABLE>


*A  contingent  deferred  sales  charge of 1.00%  will be  assessed  on  certain
redemptions of Class A shares that are purchased without a sales charge. 
**4% in the first year;  declining to 0% after the sixth year. Class B shares
convert to Class A shares  after eight  years.
(1) For the fiscal year ended December 31, 1998, the Adviser waived Management
    Fees in excess of _____%. The Adviser has contractually agreed with the Fund
    to waive  Management  Fees in excess of _____% for a period of twelve months
    commencing on _____.
(2) Because the Fund pays Rule 12b-1 fees, long-term shareholders could pay more
    than the economic equivalent of the maximum front-end sales charge permitted
    by the National Association of Securities Dealers, Inc.
(3) The Fund has an  expense  offset  arrangement  that may  reduce  the  Fund's
    custodian  fee based on the amount of cash  maintained  by the Fund with its
    custodian. Any such fee reductions are not reflected under Total Annual Fund
    Operating Expenses or Net Expenses.



                                       6
<PAGE>



EXAMPLE

This  example  helps you to compare the costs of  investing in the Fund with the
cost of investing in other mutual funds. The example assumes that (1) you invest
$10,000 in the Fund for the time periods indicated; (2) your investment has a 5%
return each year; and (3) the Fund's operating  expenses remain the same, except
for year one which is net of fees  waived.  Although  your  actual  costs may be
higher or lower, under these assumptions your costs would be:

                                ONE YEAR   THREE YEARS FIVE YEARS   TEN YEARS
If you redeem your shares:
Class A shares                    [   ]       [   ]       [   ]       [   ]
Class B shares                    [   ]       [   ]       [   ]      [   ]*

If you do not redeem your shares:
Class A shares                    [   ]       [   ]       [   ]       [   ]
Class B shares                    [   ]       [   ]       [   ]      [   ]*
*Assumes conversion to Class A shares eight years after purchase.

                               THE FUND IN DETAIL

 What are the  Insured  Intermediate  Tax  Exempt  Fund's  objective,  principal
                       investment strategies, and risks?

OBJECTIVE:  The Fund seeks a high level of  interest  income that is exempt from
federal income tax and is not a tax preference item for purposes of the AMT.

PRINCIPAL INVESTMENT  STRATEGIES:  The Fund invests in municipal bonds and other
types of municipal securities ("Municipal Securities") that pay interest that is
exempt from federal income tax, including the AMT. Municipal  Securities include
private  activity  bonds,   industrial   development   bonds,   certificates  of
participation, municipal notes, municipal commercial paper, variable rate demand
notes,  and floating  rate demand  notes.  Municipal  bonds and other  municipal
securities are issued by state and local  governments,  the District of Columbia
and  commonwealths,  territories or possessions of the United States  (including
Guam,  Puerto Rico, and the U.S. Virgin Islands) or their  respective  agencies,
instrumentalities  and  authorities.  The  Fund  diversifies  its  assets  among
municipal  bonds and securities of different  states,  municipalities,  and U.S.
territories,  rather  than  concentrating  on  bonds  of a  particular  state or
municipality.

All  municipal  bonds in which the Fund  invests  are  insured  as to the timely
payment of interest and principal by independent  insurance  companies which are
rated in the top rating category by a nationally recognized rating organization,
such as Moody's,  Standard & Poor's  Ratings Group and Fitch IBCA.  The Fund may
purchase bonds and other municipal securities which have already been insured by
the issuer,  underwriter, or some other party or it may purchase uninsured bonds
and insure them under a policy purchased by the Fund. While every municipal bond
purchased  by the Fund must be insured,  the Fund is allowed to invest up to 35%
of its assets in securities  that are not insured.  In general,  the non-insured
securities held by the Fund are limited to municipal  commercial paper and other
short-term investments. In any event, as described below, the insurance does not
guarantee  the market  values of the bonds held by the Fund or the Fund's  share
price.

The Fund follows the strategy of investing in intermediate term municipal bonds,
which are generally less volatile in price but offer less yield than longer term
bonds.  Under  normal  market  conditions,  the Fund will  attempt to maintain a
portfolio  with a  dollar-weighted  average  maturity  of between  three and ten
years.  The Fund adjusts the duration of its portfolio based upon its outlook on
interest rates.  Duration is a measurement of a bond's sensitivity to changes in



                                       7
<PAGE>



interest rates that takes into  consideration  not only the maturity of the bond
but also the time  value of money that will be  received  from the bond over its
life. The Fund will generally  adjust the duration of its portfolio by buying or
selling municipal  securities,  including zero coupon bonds. For example, if the
Fund believes that interest rates are likely to rise, it will generally  attempt
to  reduce  its  duration  by  purchasing   municipal  securities  with  shorter
maturities or selling municipal securities with longer maturities.

In selecting investments, the Fund considers coupon and yield, relative value of
an issue,  the  credit  quality of the  issuer,  the cost of  insurance  and the
outlook  for  interest  rates and the  economy.  The Fund will  usually  sell an
investment  when there are changes in the  interest  rate  environment  that are
adverse  to  the  investment  or it  falls  short  of  the  portfolio  manager's
expectations.  The Fund will not necessarily sell an investment if its rating is
reduced or there is a default by the issuer.  Information  on the Fund's  recent
strategies  and holdings can be found in the most recent annual report (see back
cover).

PRINCIPAL RISKS: Any investment  carries with it some level of risk. In general,
the greater the potential  reward of an investment,  the greater the risk.  Here
are the principal risks of owning the Insured Intermediate Tax Exempt Fund:

INTEREST RATE RISK:  The market values of municipal  securities  are affected by
changes in  interest  rates.  When  interest  rates rise,  the market  values of
municipal securities decline;  when interest rates decline, the market values of
municipal securities increase. The price volatility of municipal securities also
depends on their  maturities and durations.  Generally,  the longer the maturity
and duration of a municipal  security,  the greater its  sensitivity to interest
rates. To compensate  investors for this higher risk,  municipal securities with
longer  maturities  and durations  generally  offer higher yields than municipal
securities with shorter maturities and durations.

Interest rate risk also  includes the risk that the yields  received by the Fund
on some of its investments will decline as interest rates decline. The Fund buys
investments  with fixed  maturities as well as investments  that give the issuer
the option to "call" or redeem these investments before their maturity dates. If
investments  mature or are "called"  during a time of declining  interest rates,
the Fund will have to  reinvest  the  proceeds  in  investments  offering  lower
yields.  The Fund also invests in floating  rate and variable rate demand notes.
When interest rates decline, the rates paid on these securities may decline.

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or principal when due. Although all of the municipal bonds purchased by
the Fund are insured as to  scheduled  payments of interest and  principal,  the
insurance  does  not  eliminate  credit  risk  because  the  insurer  may not be
financially able to pay interest and principal on the bonds and up to 35% of the
Fund's  assets may be invested in  securities  that are not insured.  It is also
important to note that,  although  insurance  may increase the credit  safety of
investments held by the Fund, it decreases the Fund's yield as the Fund must pay
for the insurance directly or indirectly. It is also important to emphasize that
the insurance does not protect  against  fluctuations in the market value of the
municipal bonds or the share price of the Fund.

MARKET  RISK:  The Fund is subject to market  risk.  Bond  prices in general may
decline over short or even extended periods primarily due to changes in interest
rates  and  the  credit  conditions  of the  issuers.  This  is  another  way of
describing  interest  rate risk and credit  risk.  However,  market  prices also
fluctuate with the forces of supply and demand.  Municipal  bonds may decline in
value even if the overall market is doing well.  Accordingly,  the value of your
investment  in the Fund will go up and down,  which  means  that you could  lose
money.



                                       8
<PAGE>



CONCENTRATION  RISK:  While the Fund  diversifies  its  assets  among  municipal
issuers in different states,  municipalities and territories,  from time to time
it may invest more than 25% of its total assets in a  particular  segment of the
municipal bond market,  such as hospital  revenue  bonds,  housing agency bonds,
industrial  development  bonds,  airport bonds or electric utility bonds. Such a
possible  concentration of the assets of the Fund could result in the Fund being
invested in securities which are related in such a way that economic,  business,
political or other  developments  which would affect one security would probably
likewise affect the other securities within that particular  segment of the bond
market.  This risk is  mitigated  by the fact  that at least  65% of the  Fund's
municipal investments must be insured.

TAX RISK: This is the risk that some or all of the interest income that the Fund
receives  might become  taxable or be  determined  to be taxable by the Internal
Revenue Service,  applicable state tax authorities,  or a judicial body. See the
discussion on "What about taxes?".

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit the Fund's losses.



                                       9
<PAGE>



                             INSURED TAX EXEMPT FUND

                                    OVERVIEW

OBJECTIVE:     The Fund seeks a high  level of  interest  income  that is exempt
               from  federal  income  tax and is not a tax  preference  item for
               purposes of the Alternative Minimum Tax ("AMT").

PRIMARY
INVESTMENT
STRATEGIES:    The  Fund  invests  in  municipal   bonds  and  other   municipal
               securities  that pay interest that is exempt from federal  income
               tax,  including  the AMT. The Fund is required to invest at least
               80% of its  assets in  municipal  bonds  that are  insured  as to
               timely payment of interest and principal by independent insurance
               companies  that  are  rated  in  the  top  rating  category  by a
               nationally  recognized  rating  organization,   such  as  Moody's
               Investors Service, Inc.  ("Moody's").  The Fund generally invests
               in long-term  bonds with maturities of fifteen years or more. The
               Fund invests in variable rate and floating rate municipal  notes,
               including "inverse floaters."

PRIMARY
RISKS:         The most  significant  risk of  investing in the Fund is interest
               rate risk.  As with other bonds,  the market  values of municipal
               bonds  fluctuate  with changes in interest  rates.  When interest
               rates rise,  municipal  bonds tend to decline in price,  and when
               interest rates fall,  they tend to increase in price. In general,
               long-term  bonds pay higher  interest rates but are more volatile
               in price than short- or intermediate-  term bonds.  When interest
               rates decline,  the interest income received by the Fund may also
               decline.  Inverse floaters tend to fluctuate  significantly  more
               than other  bonds in  response to  interest  rate  changes.  To a
               lesser  degree,  an  investment  in the Fund is subject to credit
               risk.  This is the risk that an  issuer of the bonds  held by the
               Fund may not be able to pay interest or  principal  when due. The
               market  prices of bonds are  affected  by the  credit  quality of
               their  issuers.  While the Fund  primarily  invests in  municipal
               bonds that are insured  against  credit risk,  the insurance does
               not  eliminate  credit  risk  because  the  insurer  may  not  be
               financially  able  to pay  claims.  In  addition,  not all of the
               securities held by the Fund are insured.  Moreover, the insurance
               does not  apply in any way to the  market  prices  of  securities
               owned by the Fund or the Fund's share  price,  both of which will
               fluctuate.  Accordingly, the value of your investment in the Fund
               will go up and down, which means that you could lose money.

               AN  INVESTMENT  IN THE  FUND  IS NOT A  BANK  DEPOSIT  AND IS NOT
               INSURED  OR   GUARANTEED   BY  THE  FEDERAL   DEPOSIT   INSURANCE
               CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

                Who should consider buying the Insured Tax Exempt Fund?

               The Insured Tax Exempt Fund may be used by  individuals as a core
               holding  for an  investment  portfolio  or as a base on  which to
               build a portfolio. It may be appropriate for you if you:

                  . Are seeking a conservative  investment which provides a high
                    degree of credit quality,



                                       10
<PAGE>

                  . Are seeking  income that is exempt from federal  income tax,
                    including the AMT,
                  . Are seeking a relatively high level of tax exempt income and
                    are willing to assume a moderate degree of market volatility
                    to achieve this goal, and
                  . Have a long-term investment horizon and are able to ride out
                    market cycles.

               The Insured  Tax Exempt Fund is  generally  not  appropriate  for
               retirement  accounts  or  investors  in  low  tax  brackets,   or
               corporate or similar business accounts. Different tax rules apply
               to corporations and other entities.

                 How has the Insured Tax Exempt Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The Fund has two classes of shares,  Class A shares and Class B shares.  The bar
chart shows changes in the performance of the Fund's Class A shares from year to
year over the life of the Fund.  The  performance of Class B shares differs from
the performance of Class A shares shown in the bar chart only to the extent that
it does not have the same expenses. The bar chart does not reflect sales charges
that you may pay upon  purchase  or  redemption  of Fund  shares.  If they  were
included, the returns would be less than those shown.

                               INSURED TAX EXEMPT

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter ended ______) and the lowest quarterly return was _____ (for the quarter
ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE HOW THE
FUND WILL PERFORM IN THE FUTURE.

The  following  table shows how the  average  annual  total  returns for Class A
shares and Class B shares compare to those of the Lehman Brothers Municipal Bond
Index ("Lehman Index"). This table assumes that the maximum sales charge or CDSC




                                       11
<PAGE>



was paid.  The Lehman  Index is a total  return  performance  benchmark  for the
long-term  investment  grade  tax-exempt bond market.  The Lehman Index does not
take into account fees and expenses that an investor  would incur in holding the
securities  in the Lehman  Index.  If it did so, the returns would be lower than
those shown.

                                                               Inception
                                                               Class B Shares
                1 Year*         5 Years*          10 Years*    (1/12/95)

Class A Shares   [   ]           [   ]             [   ]         [   ]
Class B Shares   [   ]           [   ]             [   ]         [   ]
Lehman Index     [   ]           [   ]             [   ]         [   ]
* The annual returns are based upon calendar years.

         What are the fees and expenses of the Insured Tax Exempt Fund?

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

                                                  Class A         Class B
                                                  Shares          Shares
                                                  ------          ------
SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
    (as a percentage of offering price)..........  6.25%           None
Maximum deferred sales charge (load)
    (as a percentage of the lower of purchase
    price or redemption price)...................  None*             4%**

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>

                                   DISTRIBUTION                TOTAL
                                    AND SERVICE              ANNUAL FUND
                       MANAGEMENT   (12B-1)      OTHER        OPERATING                      NET
                         FEES(1)    FEES (2)    EXPENSES      EXPENSES(3)   FEE WAIVER(1)  EXPENSES(3)

<S>                       <C>        <C>         <C>            <C>            <C>            <C>

Class A Shares .......    [  ]%      [  ]%       [  ]%          [  ]%          [  ]%          [  ]%
Class B Shares .......    [  ]%      [  ]%       [  ]%          [  ]%          [  ]%          [  ]%
</TABLE>


*A  contingent  deferred  sales  charge of 1.00%  will be  assessed  on  certain
redemptions of Class A shares that are purchased without a sales charge.
**4% in the first year;  declining  to 0% after the sixth  year.  Class B shares
convert to Class A shares after eight years.
(1) For the fiscal year ended December 31, 1998,  the Adviser waived  Management
    Fees in excess of _____. The Adviser has contractually  agreed with the Fund
    to waive  Management  Fees in excess of _____% for a period of twelve months
    commencing on _____.
(2) Because the Fund pays Rule 12b-1 fees, long-term shareholders could pay more
    than the economic equivalent of the maximum front-end sales charge permitted
    by the National Association of Securities Dealers, Inc.
(3) The Fund has an  expense  offset  arrangement  that may  reduce  the  Fund's
    custodian  fee based on the amount of cash  maintained  by the Fund with its
    custodian. Any such fee reductions are not reflected under Total Annual Fund
    Operating Expenses or Net Expenses.



                                       12
<PAGE>



EXAMPLE

This  example  helps you to compare the costs of  investing in the Fund with the
cost of investing in other mutual funds. The example assumes that (1) you invest
$10,000 in the Fund for the time periods indicated; (2) your investment has a 5%
return each year; and (3) the Fund's operating  expenses remain the same, except
for year one which is net of fees  waived.  Although  your  actual  costs may be
higher or lower, under these assumptions your costs would be:

                                ONE YEAR   THREE YEARS FIVE YEARS   TEN YEARS
If you redeem your shares:
Class A shares                    [   ]       [   ]       [   ]       [   ]
Class B shares                    [   ]       [   ]       [   ]      [   ]*

If you do not redeem your shares:
Class A shares                    [   ]       [   ]       [   ]       [   ]
Class B shares                    [   ]       [   ]       [   ]      [   ]*
*Assumes conversion to Class A shares eight years after purchase.

                               THE FUND IN DETAIL

What  are  the  Insured  Tax  Exempt  Fund's  objective,   principal  investment
                             strategies, and risks?

OBJECTIVE:   The Fund seeks a high level of interest  income that is exempt from
             federal income tax and is not a tax preference item for purposes of
             the AMT.

PRINCIPAL INVESTMENT  STRATEGIES:  The Fund invests in municipal bonds and other
municipal securities  ("Municipal  Securities") that pay interest that is exempt
from  federal  income tax,  including  the AMT.  Municipal  Securities  include,
private  activity  bonds,   industrial   development   bonds,   certificates  of
participation, municipal notes, municipal commercial paper, variable rate demand
notes,  and floating rate demand  notes).  Municipal  bonds and other  municipal
securities  are  issued by state  and  local  governments,  their  agencies  and
authorities,  the District of Columbia  and any  commonwealths,  territories  or
possessions  of the United  States  (including  Guam,  Puerto  Rico and the U.S.
Virgin Islands) or their respective agencies, instrumentalities and authorities.
The Fund  diversifies  its  assets  among  municipal  bonds  and  securities  of
different   states,   municipalities,   and  U.S.   territories,   rather   than
concentrating on bonds of a particular state or municipality.

All  municipal  bonds in which the Fund  invests  are  insured  as to the timely
payment of interest and principal by independent  insurance  companies which are
rated in the top rating category by a nationally recognized rating organization,
such as Moody's,  Standard & Poor's  Ratings Group and Fitch IBCA.  The Fund may
purchase bonds and other municipal securities which have already been insured by
the issuer,  underwriter, or some other party or it may purchase uninsured bonds
and insure them under a policy purchased by the Fund. While every municipal bond
purchased  by the Fund must be insured,  the Fund is allowed to invest up to 20%
of its assets in securities  that are not insured.  In general,  the non-insured
securities held by the Fund are limited to municipal  commercial paper and other
short-term investments. In any event, as described below, the insurance does not
guarantee  the market  values of the bonds held by the Fund or the Fund's  share
price.

The Fund follows the strategy of investing in long-term  municipal bonds,  which
are  generally  more  volatile  in price but offer  more  yield  than  short- or
intermediate- term bonds. The Fund generally  purchases bonds with maturities of
fifteen years or more. The Fund adjusts the duration of its portfolio based upon



                                       13
<PAGE>



its outlook on interest rates. Duration is a measurement of a bond's sensitivity
to changes in interest rates that takes into consideration not only the maturity
of the bond but also the time value of money that will be received from the bond
over its life. The Fund will  generally  adjust the duration of its portfolio by
buying or  selling  municipal  securities,  including  zero  coupon  bonds.  For
example,  if the Fund believes  that interest  rates are likely to rise, it will
generally attempt to reduce its duration by purchasing municipal securities with
shorter maturities or selling municipal securities with longer maturities.

The Fund invests in variable rate and floating rate municipal  notes,  including
"inverse  floaters."  These  securities  pay interest  which adjusts at specific
intervals or when a benchmark rate changes.  Inverse  floaters are floating rate
securities  whose rates of interest move inversely to a floating rate benchmark.
The rates on inverse floaters typically fall as short-term market interest rates
rise and rise as short-term  rates fall. The Fund benefits from its  investments
in inverse floaters by receiving a higher rate of interest than it does on other
comparable  bonds.  However,  inverse floaters tend to fluctuate more than other
bonds in response to interest rate changes and therefore  cause the Fund's share
price to be subject to greater  volatility.  The Fund will not invest  more than
10% of its assets in inverse floaters.

In  selecting  investments,  the Fund  considers  maturity,  coupon  and  yield,
relative  value of an issue,  the  credit  quality  of the  issuer,  the cost of
insurance  and the outlook for  interest  rates and the  economy.  The Fund will
usually  sell  an  investment  when  there  are  changes  in the  interest  rate
environment  that  are  adverse  to the  investment  or it  falls  short  of the
portfolio  manager's  expectations.  The  Fund  will  not  necessarily  sell  an
investment  if its  rating  is  reduced  or there is a  default  by the  issuer.
Information  on the Fund's  recent  strategies  and holdings can be found in the
most recent annual report (see back cover).

PRINCIPAL RISKS: Any investment  carries with it some level of risk. In general,
the greater the potential  reward of an investment,  the greater the risk.  Here
are the principal risks of owning the Insured Tax Exempt Fund:

INTEREST  RATE RISK:  The market  value of municipal  securities  is affected by
changes in  interest  rates.  When  interest  rates rise,  the market  values of
municipal securities decline;  when interest rates decline, the market values of
municipal securities increase. The price volatility of municipal securities also
depends on their  maturities and durations.  Generally,  the longer the maturity
and duration of a municipal  security,  the greater its  sensitivity to interest
rates. To compensate  investors for this higher risk,  municipal securities with
longer  maturities  and durations  generally  offer higher yields than municipal
securities with shorter maturities and durations.

Interest rate risk also  includes the risk that the yields  received by the Fund
on some of its investments will decline as interest rates decline. The Fund buys
investments  with fixed  maturities as well as investments  that give the issuer
the option to "call" or redeem these investments before their maturity dates. If
investments  mature or are "called"  during a time of declining  interest rates,
the Fund will have to  reinvest  the  proceeds  in  investments  offering  lower
yields.  The Fund also invests in floating  rate and variable rate demand notes.
When interest rates decline, the rates paid on these securities may decline.

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or principal when due. Although all of the municipal bonds purchased by
the Fund are insured as to  scheduled  payments of interest and  principal,  the
insurance  does  not  eliminate  credit  risk  because  the  insurer  may not be
financially able to pay interest and principal on the bonds and up to 20% of the
Fund's  assets may be invested in  securities  that are not insured.  It is also
important to note that,  although  insurance  may increase the credit  safety of
investments held by the Fund, it decreases the Fund's yield as the Fund must pay



                                       14
<PAGE>



for the insurance directly or indirectly. It is also important to emphasize that
the insurance does not protect  against  fluctuations in the market value of the
municipal bonds owned by the Fund or the share price of the Fund.

MARKET  RISK:  The Fund is subject to market  risk.  Bond  prices in general may
decline over short or even extended periods primarily due to changes in interest
rates  and  the  credit  conditions  of the  issuers.  This  is  another  way of
describing  interest  rate risk and credit  risk.  However,  market  prices also
fluctuate  with the forces of supply  and  demand.  These  events can affect the
value of the Fund's  investments  and its price per share.  Municipal  bonds may
decline in value even if the  overall  market is doing  well.  Accordingly,  the
value of your  investment in the Fund will go up and down,  which means that you
could lose money.

CONCENTRATION  RISK:  While the Fund  diversifies  its  assets  among  municipal
issuers in different states,  municipalities and territories,  from time to time
it may invest more than 25% of its total assets in a  particular  segment of the
municipal bond market,  such as hospital  revenue  bonds,  housing agency bonds,
industrial  development  bonds,  airport bonds or electric utility bonds. Such a
possible  concentration of the assets of the Fund could result in the Fund being
invested in securities which are related in such a way that economic,  business,
political or other  developments  which would affect one security would probably
likewise affect the other securities within that particular  segment of the bond
market.  This risk is  mitigated  by the fact  that at least  80% of the  Fund's
municipal investments must be insured.

DERIVATIVE  SECURITIES RISK:  Because the Fund invests in inverse floaters which
are a form of  derivative  securities,  it is  subject  to a  greater  degree of
interest rate risk than funds which do not invest in these  securities.  Inverse
floaters tend to fluctuate  significantly more than other bonds as the result of
interest rate changes.

TAX RISK: This is the risk that some or all of the interest income that the Fund
receives  might become  taxable or be  determined  to be taxable by the Internal
Revenue Service,  applicable state tax authorities,  or a judicial body. See the
discussion on "What about taxes?"

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit the Fund's losses.



                                       15
<PAGE>



                       SINGLE STATE INSURED TAX FREE FUNDS

                                    OVERVIEW

OBJECTIVE:     The  New  York  Insured  Tax  Free  Fund  and  each  fund  of the
               Multi-State  Insured  Tax Free Fund  (collectively,  the  "Single
               State  Insured Tax Free  Funds" or "Funds")  seek a high level of
               interest income that is exempt from federal income tax and is not
               a tax preference item for purposes of the Alternative Minimum Tax
               ("AMT").  Each Fund also  seeks  income  that is exempt  from any
               applicable  state  income  tax  for  individual  residents  of  a
               particular state.

PRIMARY
INVESTMENT
STRATEGIES:    Each Fund invests in  municipal  bonds and  municipal  securities
               that  pay  interest  that is  exempt  from  federal  income  tax,
               including  the  AMT,  as well as any  applicable  income  tax for
               residents  of a  particular  state.  Each Fund  concentrates  its
               investments  in  municipal  bonds issued by a single  state.  For
               example,  the  New  York  Fund  invests  primarily  in  New  York
               municipal  securities,  the New Jersey Fund invests  primarily in
               New Jersey municipal securities, and so on. Each Fund, other than
               the Minnesota Fund, also invests in municipal securities that are
               issued by U.S. commonwealths,  possessions or territories as long
               as they do not  produce  income  that is subject to state  income
               tax. The  Minnesota  Fund only invests in Minnesota  obligations.
               The Florida  Fund  invests  only in  municipal  bonds that do not
               produce  distributions that are subject to the Florida intangible
               personal  property tax. The Funds  generally  invest in municipal
               bonds  which are  insured as to timely  payment of  interest  and
               principal by  independent  insurance  companies that are rated in
               the  top  rating  category  by  a  nationally  recognized  rating
               organization,   such   as   Moody's   Investors   Service,   Inc.
               ("Moody's").  The Funds generally  invest in long-term bonds with
               maturities of fifteen years or more. The New York Fund invests in
               variable  rate  and  floating  rate  municipal  notes,  including
               "inverse floaters."

PRIMARY
RISKS:         The most  significant  risk of investing in the Funds is interest
               rate risk.  As with other bonds,  the market  values of municipal
               bonds  fluctuate  with changes in interest  rates.  When interest
               rates  rise,  they tend to  decline in price,  and when  interest
               rates fall,  they tend to increase  in price.  In general,  bonds
               with longer  maturities  pay higher  interest  rates but are more
               volatile than shorter term bonds.  When interest  rates  decline,
               the  interest  income  received  by the Fund  may  also  decline.
               Inverse floaters tend to fluctuate  significantly more than other
               bonds in  response  to  interest  rate  changes.  Since each Fund
               invests  primarily in the  municipal  securities  of a particular
               state,  its performance is affected by local,  state and regional
               factors.  This is called concentration risk. An investment in any
               of the Funds is also  subject  to credit  risk.  This is the risk
               that the issuer of the bonds may not be able to pay  interest  or
               principal  when due.  The market  prices of bonds are affected by
               the credit  quality of their  issuer.  While the Funds  primarily
               invest in municipal  bonds that are insured  against credit risk,
               the insurance  does not  eliminate  this risk because the insurer
               may not be financially able to pay claims.  In addition,  not all
               of the securities  held by the Funds are insured.  Moreover,  the
               insurance  does not  apply  in any way to the  market  prices  of
               securities  owned by the Funds,  or their share  prices,  both of
               which will fluctuate.  Accordingly,  the value of your investment
               in the Funds will go up and down, which means that you could lose
               money.



                                       16
<PAGE>



               AN  INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED
               OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
               OTHER GOVERNMENT AGENCY.

              Who should consider buying a Single State Insured Tax Free Fund?

               A Single State  Insured Tax Free Fund may be used by  individuals
               as a core  holding for an  investment  portfolio  or as a base on
               which to build a portfolio. It may be appropriate for you if you:

               o  Are  seeking  a  relatively   conservative   investment  which
                  provides a high degree of credit quality,

               o  Are seeking  income that is exempt  from  federal  income tax,
                  including  the  federal  AMT,  and from  state  income tax for
                  residents of a particular state,

               o  Are seeking a relatively  high level of tax exempt  income and
                  are willing to assume a moderate degree of market  volatility,
                  and

               o  Have a long-term  investment  horizon and are able to ride out
                  market cycles.

               The  Single  State  Insured  Tax Free  Funds  are  generally  not
               appropriate  for  retirement  accounts  or  investors  in low tax
               brackets,  or corporate of similar business  accounts.  Different
               tax rules apply to corporations and other entities.

               How have the Single State Insured Tax Free Funds performed?

The bar chart and table  below show you how each Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Funds.

Each Fund has two classes of shares,  Class A shares and Class B shares. The bar
chart shows changes in the  performance  of each Fund's Class A shares from year
to year over the life of the Fund.  The  performance  of Class B shares  differs
from the performance of Class A shares shown in the bar chart only to the extent
that it does not have the same  expenses.  The bar chart does not reflect  sales
charges that you may pay upon  purchase or  redemption  of Fund shares.  If they
were included, the returns would be less than those shown.

                                    NEW YORK

                           [bar chart to be inserted]

1989 - 9.43%
1990 - 5.81%
1991 - 10.89%
1992 - 8.84%
1993 - 9.82%
1994 - (5.03%)
1995 - 15.45%
1996 - 2.95%
1997 - 7.82%
1998 - 5.59%



                                       17
<PAGE>



During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                    ARIZONA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                   CALIFORNIA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       18
<PAGE>


                                    COLORADO

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                  CONNECTICUT

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       19
<PAGE>


                                    FLORIDA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                    GEORGIA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       20
<PAGE>


                                    MARYLAND

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                 MASSACHUSETTS
 
                               [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       21
<PAGE>


                                    MICHIGAN

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                   MINNESOTA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       22
<PAGE>


                                    MISSOURI

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                   NEW JERSEY

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       23
<PAGE>


                                 NORTH CAROLINA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                      OHIO

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       24
<PAGE>


                                     OREGON

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

                                  PENNSYLVANIA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.



                                       25
<PAGE>


                                    VIRGINIA

                                [OBJECT OMITTED]

During the  periods  shown,  the  highest  quarterly  return was ______ (for the
quarter  ended  ______),  and the  lowest  quarterly  return  was _____ (for the
quarter ended _____). THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY  INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE.

The  following  tables show how the  average  annual  total  returns for Class A
shares and Class B shares of each Single State  Insured Tax Free Fund compare to
those of the Lehman Brothers  Municipal Bond Index ("Lehman Index").  This table
assumes that the maximum  sales  charge or CDSC was paid.  The Lehman Index is a
total return performance benchmark for the long-term investment grade tax-exempt
bond market.  The Lehman Index does not take into account fees and expenses that
an investor would incur in holding the securities in the Lehman Index.
If it did so, the returns would be lower than those shown.

                                                                 Inception
                                                 Inception       Class B Shares
                 1 Year*   5 Years*   10 Years*  Class A Shares  (1/12/95)

NEW YORK INSURED TAX FREE FUND
Class A Shares   [  ]      [  ]      [  ]        N/A             N/A
Class B Shares   [  ]      N/A        N/A        N/A             [  ]
Lehman Index     [  ]      [  ]      [  ]        N/A             [  ]**

ARIZONA FUND
Class A Shares(a)[  ]      [  ]       N/A        [  ]            N/A
Class B Shares   [  ]      N/A        N/A        N/A             [  ]
Lehman Index     [  ]      [  ]       [  ]       [  ] (1)        [  ] **
(a) Class A shares commenced operations on 11/1/90.
(1) The  average  annual  total  return  shown is for the  period  _________  to
    12/31/98.



                                       26
<PAGE>



CALIFORNIA FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **

COLORADO FUND
Class A Shares(b) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](2)         [  ] **
(b) Class A shares commenced operations on 5/4/92.
(2) The average annual total return shown is for the period _______ to 12/31/98.

CONNECTICUT FUND
Class A Shares(c) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](3)         [  ] **
(c) Class A shares commenced operations on 10/8/90.
(3) The  average  annual  total  return  shown  is for the  period  ________  to
    12/31/98.

FLORIDA FUND
Class A Shares(d) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](4)         [  ] **
(d) Class A shares commenced operations on 10/5/90.
(4) The  average  annual  total  return  shown  is for the  period  ________  to
    12/31/98.

GEORGIA FUND
Class A Shares(e) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](5)         [  ] **
(e) Class A shares commenced operations on 5/1/92.
(5) The  average  annual  total  return  shown  is for the  period  ________  to
    12/31/98.

MARYLAND FUND
Class A Shares(f) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](6)         [  ] **
(f) Class A shares commenced operations on 10/8/90.
(6) The  average  annual  total  return  shown  is for the  period  ________  to
    12/31/98.

MASSACHUSETTS FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **

MICHIGAN FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **

MINNESOTA FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **



                                       27
<PAGE>



MISSOURI FUND
Class A Shares(g) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](7)         [  ] **
(g) Class A shares commenced operations on 5/4/92.
(7) The average annual total return shown is for the period ______ to 12/31/98.

NEW JERSEY FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **

NORTH CAROLINA FUND
Class A Shares(h) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](8)         [  ] **
(h) Class A shares commenced operations on 5/4/92.
(8) The average annual total return shown is for the period ______ to 12/31/98.

OHIO FUND
Class A Shares    [  ]     [  ]       [  ]       N/A             N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       N/A             [  ] **

OREGON FUND
Class A Shares(i) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](9)         [  ] **
(i) Class A shares commenced operations on 5/4/92.
(9) The average annual total return shown is for the period ______ to 12/31/98.

PENNSYLVANIA FUND
Class A Shares(j) [  ]     [  ]       N/A        [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       N/A        [  ](10)        [  ] **
(j) Class A shares commenced operations on 4/30/90.
(10) The average annual total return shown is for the period ______ to 12/31/98.

VIRGINIA FUND
Class A Shares(k) [  ]     [  ]       [  ]       [  ]            N/A
Class B Shares    [  ]     N/A        N/A        N/A             [  ]
Lehman Index      [  ]     [  ]       [  ]       [  ](11)        [  ] **
(k) Class A shares commenced operations on 4/30/90.
(11) The average annual total return shown is for the period ______ to 12/31/98.

* The annual returns are based upon calendar years.
** The average total return shown is for the period 1/1/95 - 12/31/98.



                                       28
<PAGE>



         What are the fees and  expenses  of the Single  State  Insured Tax Free
                                     Funds?

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.

                                                  Class A         Class B
                                                  Shares          Shares
                                                  ------          ------

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
    (as a percentage of offering price)..........  6.25%           None
Maximum deferred sales charge (load)
    (as a percentage of the lower of purchase
    price or redemption price)...................  None*             4%**

*A  contingent  deferred  sales  charge  of  1%  will  be  assessed  on  certain
redemptions of Class A shares that are purchased without a sales charge.
**4%in the first  year;  declining  to 0% after the sixth  year.  Class B shares
convert to Class A shares after eight years.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
                                 DISTRIBUTION                TOTAL
                                 AND SERVICE              ANNUAL FUND
                   MANAGEMENT      (12B-1)     OTHER       OPERATING                       NET
                    FEES (1)      FEES (2)    EXPENSES     EXPENSES(3)    FEE WAIVER(1)  EXPENSES(3)

<S>                 <C>           <C>           <C>          <C>             <C>           <C>

NEW  YORK  INSURED
TAX FREE FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


ARIZONA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


CALIFORNIA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


COLORADO FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


CONNECTICUT FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


FLORIDA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


GEORGIA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%



                                       29
<PAGE>



MARYLAND FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


MASSACHUSETTS FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


MICHIGAN FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


MINNESOTA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


MISSOURI FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


NEW JERSEY FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


NORTH CAROLINA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


OHIO FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


OREGON FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


PENNSYLVANIA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%


VIRGINIA FUND
Class A Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
Class B Shares      [  ]%         [  ]%         [ ]%         [  ]%           [  ]%         [  ]%
</TABLE>

(1) For the fiscal year ended December 31, 1998,  the Adviser waived  Management
    Fees in excess of _____%.  The  Adviser  has  contractually  agreed with the
    Funds to waive  Management  Fees in  excess  of ___% for a period  of twelve
    months commencing on _____.
(2) Because  each Fund pays Rule 12b-1 fees,  long-term  shareholders  could pay
    more than the  economic  equivalent  of the maximum  front-end  sales charge
    permitted by the National Association of Securities Dealers, Inc.
(3) Each Fund has an  expense  offset  arrangement  that may  reduce  the Fund's
    custodian  fee based on the amount of cash  maintained  by the Fund with its
    custodian. Any such fee reductions are not reflected under Total Annual Fund
    Operating Expenses or Net Expenses.



                                       30
<PAGE>



EXAMPLE

This example helps you to compare the costs of investing in a Fund with the cost
of  investing  in other mutual  funds.  The example  assumes that (1) you invest
$10,000 in a Fund for the time periods  indicated;  (2) your investment has a 5%
return each year; and (3) the Fund's operating  expenses remain the same, except
for year one which is net of fees  waived.  Although  your  actual  costs may be
higher or lower, under these assumptions your costs would be:


                           ONE YEAR   THREE YEARS   FIVE YEARS   TEN YEARS

If you redeem your shares:

NEW YORK INSURED TAX FREE FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

ARIZONA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

CALIFORNIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

COLORADO FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

CONNECTICUT FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

FLORIDA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

GEORGIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MARYLAND FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MASSACHUSETTS FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MICHIGAN FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*



                                       31
<PAGE>



MINNESOTA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MISSOURI FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

NEW JERSEY FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

NORTH CAROLINA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

OHIO FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

OREGON FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

PENNSYLVANIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

VIRGINIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

If you do not redeem your shares:

NEW YORK INSURED TAX FREE FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

ARIZONA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

CALIFORNIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

COLORADO FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

CONNECTICUT FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*



                                       32
<PAGE>



FLORIDA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

GEORGIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MARYLAND FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MASSACHUSETTS FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MICHIGAN FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MINNESOTA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

MISSOURI FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

NEW JERSEY FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

NORTH CAROLINA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

OHIO FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

OREGON FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

PENNSYLVANIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

VIRGINIA FUND
Class A shares               [  ]       [  ]          [  ]         [  ]
Class B shares               [  ]       [  ]          [  ]        [  ]*

*Assumes conversion to Class A shares eight years after purchase.



                                       33
<PAGE>



                               THE FUNDS IN DETAIL


What  are the  Single  State  Insured  Tax  Free  Funds'  objectives,  principal
                       investment strategies, and risks?

OBJECTIVES:  Each of the Single State  Insured Tax Free Funds seeks a high level
of interest  income that is exempt  from both  federal and state  income tax for
individual  residents of a particular state. Each Fund also seeks income that is
not a tax preference item for purposes of the AMT.

PRINCIPAL INVESTMENT STRATEGIES:  Each Fund invests in municipal bonds and other
types of municipal securities ("Municipal Securities") that pay interest that is
exempt from federal income tax, including the AMT. Municipal Securities include,
private  activity  bonds,   industrial   development   bonds,   certificates  of
participation, municipal notes, municipal commercial paper, variable rate demand
notes, and floating rate demand notes.  Municipal Securities are issued by state
and local governments,  their agencies and authorities, the District of Columbia
and  any  commonwealths,   territories  or  possessions  of  the  United  States
(including  Guam,  Puerto Rico and the U.S. Virgin Islands) or their  respective
agencies, instrumentalities and authorities.

Each Fund  concentrates  its  assets in  municipal  bonds  and  securities  of a
particular  state in order to produce  income that is exempt from any applicable
state  income tax for  residents of the state.  For  example,  the New York Fund
invests  primarily in New York bonds,  the New Jersey Fund invests  primarily in
New Jersey bonds,  and so on. Each Fund, other than the Minnesota Fund, may also
invest  in  municipal   securities  that  are  issued  by  U.S.   commonwealths,
possessions,  or  territories  such as Puerto Rico if the  interest  produced is
exempt from state  income  taxes for  residents  of the  particular  state.  The
Minnesota  Fund invests only in Minnesota  municipal  obligations  because under
Minnesota tax law,  dividends paid to  shareholders  of the Fund are exempt from
the regular  Minnesota  personal income tax only if 95% or more of the dividends
derived from Minnesota  municipal  obligations.  In certain cases,  the interest
paid by a Fund may also be exempt from local taxes.  For  example,  for resident
shareholders  of New York,  any interest paid by the New York Fund would also be
exempt from New York City tax. There is no state income tax in Florida. However,
the Florida Fund is managed so that for resident  shareholders  of Florida,  any
interest  paid by the Florida  Fund would be exempt from the Florida  intangible
personal property tax.

All  municipal  bonds in which the Funds  invest  are  insured  as to the timely
payment of interest and principal by independent  insurance  companies which are
rated in the top rating category by a nationally recognized rating organization,
such as Moody's,  Standard & Poor's  Ratings Group and Fitch IBCA. The Funds may
purchase bonds and other municipal securities which have already been insured by
the issuer,  underwriter, or some other party or it may purchase uninsured bonds
and insure them under a policy  purchased  by the Funds.  While every  municipal
bond purchased by the Funds must be insured,  the Funds are allowed to invest up
to 35% of their  assets in  securities  that are not  insured.  In general,  the
non-insured  securities  held by the Funds are limited to  municipal  commercial
paper and other  short-term  investments.  In any event, as described below, the
insurance does not guarantee the market values of the bonds held by the Funds or
the Funds' share price.

The Funds follow the strategy of investing in long term municipal  bonds,  which
are  generally  more  volatile  in price  but offer  more  yield  than  short or
intermediate  term bonds. The Funds generally  purchase bonds with maturities of
fifteen years or more. The Funds adjust the duration of their  portfolios  based
upon their  outlook on interest  rates.  Duration is a  measurement  of a bond's
sensitivity to changes in interest rates that takes into  consideration not only
the  maturity of the bond but also the time value of money that will be received
from the bond over its life.  The Funds will  generally  adjust the  duration of
their  portfolios  by buying or selling  municipal  securities,  including  zero
coupon bonds.  For example,  if the Funds believe that interest rates are likely



                                       34
<PAGE>



to rise,  they will  generally  attempt to reduce their  durations by purchasing
municipal  securities with shorter  maturities or selling  municipal  securities
with longer maturities.

New York Fund  invests in  variable  rate and  floating  rate  municipal  notes,
including  "inverse  floaters."  These  securities pay interest which adjusts at
specific  intervals  or when a benchmark  rate  changes.  Inverse  floaters  are
floating rate  securities  whose rates of interest move  inversely to a floating
rate  benchmark.  The rates on inverse  floaters  typically  fall as  short-term
market interest rates rise and rise as short-term  rates fall. The Fund benefits
from its investments in inverse  floaters by receiving a higher rate of interest
than it does on  other  comparable  bonds.  However,  inverse  floaters  tend to
fluctuate  more than other  bonds in  response  to  interest  rate  changes  and
therefore cause the Fund's share price to be subject to greater volatility.  The
Fund will not invest more than 10% of its assets in inverse floaters.

In  selecting  investments,  the Funds  consider  maturity,  coupon  and  yield,
relative  value of an issue,  the  credit  quality  of the  issuer,  the cost of
insurance  and the outlook for interest  rates and the  economy.  The Funds will
usually sell investments when there are changes in the interest rate environment
that  are  adverse  to the  investments  or they  fall  short  of the  portfolio
manager's expectations. The Funds will not necessarily sell investments if their
ratings  are  reduced or there is a default by the  issuer.  Information  on the
Funds'  recent  strategies  and holdings can be found in the most recent  annual
report (see back cover).

PRINCIPAL RISKS: Any investment  carries with it some level of risk. In general,
the greater the potential  reward of an investment,  the greater the risk.  Here
are the principal risks of owning the Single State Insured Tax Free Funds:

INTEREST  RATE RISK:  The market  value of municipal  securities  is affected by
changes in  interest  rates.  When  interest  rates rise,  the market  values of
municipal securities decline;  when interest rates decline, the market values of
municipal securities increase. The price volatility of municipal securities also
depends on their  maturities and durations.  Generally,  the longer the maturity
and duration of a municipal  security,  the greater its  sensitivity to interest
rates. To compensate  investors for this higher risk,  municipal securities with
longer  maturities  and durations  generally  offer higher yields than municipal
securities with shorter maturities and durations.

Interest rate risk also includes the risk that the yields  received by the Funds
on some of their  investments will decline as interest rates decline.  The Funds
buy  investments  with fixed  maturities  as well as  investments  that give the
issuer the option to "call" or redeem these  investments  before their  maturity
dates. If investments mature or are "called" during a time of declining interest
rates,  the Funds will have to reinvest  the  proceeds in  investments  offering
lower  yields.  The Funds also invest in floating  rate and variable rate demand
notes.  When interest  rates  decline,  the rates paid on these  securities  may
decline.

CONCENTRATION   RISK:  Since  each  Fund  invests  primarily  in  the  municipal
securities  of a  particular  state,  each  Fund is more  vulnerable  than  more
geographically  diversified  funds to events in a  particular  state  that could
impair investor confidence in municipal securities issued within the state. Such
events could include,  but are not limited to,  economic or demographic  factors
that  may  cause  a  decrease  in tax  or  other  revenues  for a  state  or its
municipalities,  state legislative  changes  (especially those changes regarding
taxes),  state  constitutional  limits  on  tax  increases,  judicial  decisions
declaring particular municipal securities to be unconstitutional or void, budget
deficits  and  financial  difficulties  such as the 1994  bankruptcy  of  Orange
County.

While each Fund  diversifies  its assets among municipal  issuers,  from time to
time a Fund may invest more than 25% of its total assets in a particular segment
of the municipal bond market,  such as hospital  revenue  bonds,  housing agency



                                       35
<PAGE>



bonds,  industrial  development bonds,  airport bonds or electric utility bonds.
Such a possible  concentration  of the assets of a Fund could result in the Fund
being  invested in  securities  which are  related in such a way that  economic,
business,  political or other developments which would affect one security would
probably likewise affect the other securities within that particular  segment of
the bond  market.  This risk is  mitigated by the fact that at least 65% of each
Fund's investments must be insured.

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or principal when due. Although all of the municipal bonds purchased by
the Funds are insured as to scheduled  payments of interest and  principal,  the
insurance  does  not  eliminate  credit  risk  because  the  insurer  may not be
financially  able to pay  interest  and  principal on the bonds and up to 35% of
each Fund's  assets may be invested in  securities  that are not insured.  It is
also important to note that,  although  insurance may increase the credit safety
of an investment,  it decreases  yield as insurance must be paid for directly or
indirectly.  It is also  important  to  emphasize  that the  insurance  does not
protect against fluctuations in the market value of the municipal bonds owned by
the Funds, or the share price of the Funds.

MARKET RISK:  The Funds are subject to market  risk.  Bond prices in general may
decline over short or even extended periods primarily due to changes in interest
rates  and  the  credit  conditions  of the  issuers.  This  is  another  way of
describing  interest  rate risk and credit  risk.  However,  market  prices also
fluctuate with the forces of supply and demand.  Municipal  bonds may decline in
value even if the overall market is doing well.  Accordingly,  the value of your
investment  in the Funds  will go up and down,  which  means that you could lose
money.

DERIVATIVE  SECURITIES  RISK:  Because  the New York  Fund  invests  in  inverse
floaters which are a form of derivative  securities,  it is subject to a greater
degree of interest rate risk than funds which do not invest in these securities.
Inverse  floaters tend to fluctuate  significantly  more than other bonds as the
result of interest rate changes.

TAX RISK: This is the risk that some or all of the interest income that the Fund
receives might become taxable or be the determined to be taxable by the Internal
Revenue Service,  applicable state tax authorities,  or a judicial body. See the
discussion  on "What about  taxes?" and the opinions of counsel in the Statement
of Additional Information.

YEAR 2000 RISKS:  The values of securities  owned by the Funds may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Funds  may  incur  substantial  costs in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Funds' investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Funds may judge that market,  economic or
political conditions make pursuing the Funds' investment strategies inconsistent
with the best interests of its shareholders.  Each Fund then may temporarily use
alternative strategies that are mainly designed to limit its losses.



                                       36
<PAGE>



                                 FUND MANAGEMENT

First  Investors  Management  Company,   Inc.  ("FIMCO"  or  "Adviser")  is  the
investment  adviser to each Fund.  Its address is 95 Wall Street,  New York,  NY
10005. It currently is investment  adviser to 51 mutual funds or series of funds
with total net assets of approximately $5 billion.  FIMCO supervises all aspects
of the Funds' operations and determines the Funds' portfolio  transactions.  For
the fiscal  year ended  December  31,  1998,  FIMCO  received  advisory  fees as
follows:  [ %]  of  average  daily  net  assets,  net  of  waiver,  for  Insured
Intermediate  Tax Exempt Fund; [ %] of average daily net assets,  net of waiver,
for Insured Tax Exempt  Fund; [ %] of average  daily net assets,  net of waiver,
for New York Insured Tax Free Fund; and [ %] of average daily net assets, net of
waiver, for Multi-State Insured Tax Free Fund.

      [chart of advisory fee paid by each multi-state fund to be inserted]

Clark D. Wagner serves as Portfolio Manager of the Funds. Mr. Wagner also serves
as Portfolio Manager of certain other First Investors Funds. Mr. Wagner has been
Chief Investment Officer of FIMCO since 1992.

In addition to the investment  risks of the Year 2000 which are disclosed above,
the  ability of FIMCO and its  affiliates  to price the Funds'  shares,  process
purchase and  redemption  orders,  and render other  services could be adversely
affected if the  computers or other  systems on which they rely are not properly
programmed to operate after January 1, 2000. Additionally,  because the services
provided by FIMCO and its affiliates depend on the interaction of their computer
systems with the  computer  systems of brokers,  information  services and other
parties,  any failure on the part of such third party  computer  systems to deal
with the Year 2000 may have a negative  effect on the  services  provided to the
Funds.  FIMCO  and its  affiliates  are  taking  steps  that  they  believe  are
reasonably  designed to address the Year 2000  problem  for  computer  and other
systems used by them and are  obtaining  assurances  that  comparable  steps are
being taken by the Funds'  other  service  providers.  However,  there can be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Funds. Nor can the Funds estimate the extent of any impact.

                            BUYING AND SELLING SHARES

                  How and when do the Funds price their shares?

The share price  (which is called "net asset value" or "NAV" per share) for each
Fund is calculated once each day as of 4 p.m., Eastern Standard Time ("E.S.T."),
on each day the New York Stock Exchange ("NYSE") is open for regular trading. In
the event that the NYSE closes  early,  the share price will be determined as of
the time of the closing.

To calculate the NAV, each Fund's assets are valued and totaled, liabilities are
subtracted,  and the  balance,  called net  assets,  is divided by the number of
shares outstanding. The prices or NAVs of Class A shares and Class B shares will
generally differ because they have different expenses.

In valuing its assets,  each Fund uses the market value of securities  for which
market  quotations  or last sale prices are readily  available.  If there are no
readily  available  quotations  or last sale  prices  for an  investment  or the
available  quotations are considered to be  unreliable,  the securities  will be
valued at their fair value as  determined  in good faith  pursuant to procedures
adopted by the Board of Directors of the Funds.

                              How do I buy shares?

You  may  buy  shares  of  each  Fund  through  a  First  Investors   registered
representative   or  through  a  registered   representative  of  an  authorized



                                       37
<PAGE>



broker-dealer ("Representative"). Your Representative will help you complete and
submit an application. Your initial investment must be at least $1,000. However,
we offer automatic  investment  plans that allow you to open a Fund account with
as little as $50. You also may open certain  retirement  plan  accounts  with as
little as $500 even without an automatic investment plan.
Subsequent investments may be made in any amount.

If we receive  your  application  or order in our  Woodbridge,  N.J.  offices in
correct  form,  as described in the  Shareholder  Manual,  prior to the close of
regular trading on the NYSE, your  transaction will be priced at that day's NAV.
If you place your order with your  Representative  prior to the close of regular
trading  on the NYSE,  your  transaction  will also be priced at that  day's NAV
provided  that your  Representative  transmits the order to our  Woodbridge,  NJ
office by 5 p.m., E.S.T. Orders placed after the close of regular trading on the
NYSE  will be  priced  at the  next  business  day's  NAV.  The  procedures  for
processing  transactions are explained in more detail in our Shareholder  Manual
which is available upon request.

You can arrange to make  systematic  investments  electronically  from your bank
account or through  payroll  deduction.  All the various ways you can buy shares
are  explained  in  the  Shareholder  Manual.  For  further  information  on the
procedures  for  buying  shares,  please  contact  your  Representative  or call
Shareholder Services at 1-800-423-4026.

Each  Fund  reserves  the right to  refuse  any order to buy  shares if the Fund
determines  that  doing so would  be in the best  interests  of the Fund and its
shareholders.

                      Which class of shares is best for me?

Each Fund has two  classes  of  shares,  Class A and Class B.  While  each class
invests in the same  portfolio of  securities,  the classes have separate  sales
charge and expense structures. Because of the different expense structures, each
class of shares generally will have different NAVs and dividends.

The principal  advantages of Class A shares are the lower overall expenses,  the
availability  of quantity  discounts  on volume  purchases  and certain  account
privileges that are available only on Class A shares. The principal advantage of
Class B shares is that all of your money is put to work from the outset.

Class A shares of a Fund are sold at the public  offering price which includes a
front-end  sales load. The sales charge declines with the size of your purchase,
as illustrated below.

                                 Class A Shares

Your investment                Sales Charge AS A PERCENTAGE OF
                   ---------------------------------------------------------
                            offering price         net amount invested

Less than $25,000                6.25%                     6.67%
$25,000-$49,999                  5.75                      6.10
$50,000-$99,999                  5.50                      5.82
$100,000-$249,999                4.50                      4.71
$250,000-$499,999                3.50                      3.63
$500,000-$999,999                2.50                      2.56
$1,000,000 or more                  0*                        0*

*If you  invest  $1,000,000  or  more in  Class A  shares,  you  will  not pay a
front-end  sales charge.  However,  if you make such an investment and then sell
your shares  within 24 months of purchase,  you will pay a  contingent  deferred
sales charge ("CDSC") of 1.00%.



                                       38
<PAGE>



Class B shares are sold at net asset value,  without any initial  sales  charge.
However,  you may pay a CDSC when you sell your  shares.  The CDSC  declines the
longer you hold your shares,  as  illustrated  below.  Class B shares convert to
Class A shares after eight years.

                                 Class B Shares

             Year of Redemption                 CDSC as a Percentage of Purchase
             ------------------                 Price or NAV at Redemption
                                                --------------------------
             Within the 1st or 2nd year......                4%
             Within the 3rd or 4th year......                3
             In the 5th year.................                2
             In the 6th year.................                1
             Within the 7th year and 8th year                0

There is no CDSC on Class B shares which are acquired  through  reinvestment  of
dividends  or  distributions.  The CDSC is imposed on the lower of the  original
purchase  price or the net asset value of the shares being sold. For purposes of
determining  the CDSC, all purchases made during a calendar month are counted as
having  been  made on the  first day of that  month at the  average  cost of all
purchases made during that month.

To keep your  CDSC as low as  possible,  each  time you place a request  to sell
shares,  we will first sell any shares in your  account  that carry no CDSC.  If
there is an insufficient number of these shares to meet your request in full, we
will then sell those shares that have the lowest CDSC.

Sales charges and CDSCs may be reduced or waived under certain circumstances and
for  certain  groups.  Consult  your  Representative  or  call  us  directly  at
1-800-423-4026 for details.

Each Fund has adopted a plan  pursuant to Rule 12b-1 that allows the Fund to pay
distribution  fees for the sale and  distribution  of its shares.  Each class of
shares pays Rule 12b-1 fees for the  marketing  of fund shares and for  services
provided to shareholders.  The plans provide for payments at annual rates (based
on average  daily net assets) of up to .30% on Class A shares and 1.00% on Class
B shares.  No more than .25% of these  payments may be for service  fees.  These
fees are paid  monthly in arrears.  Because  these fees are paid out of a Fund's
assets on an on-going  basis,  the higher fees for Class B shares will  increase
the cost of your  investment  and over  time may cost you more than  paying  the
initial sales charge for Class A shares.

FOR  ACTUAL  PAST  EXPENSES  OF CLASS A AND  CLASS B SHARES  OF A FUND,  SEE THE
APPROPRIATE  SECTION IN THIS PROSPECTUS ENTITLED "WHAT ARE THE FEES AND EXPENSES
OF THE FUND?"

Because of the lower overall  expenses on Class A shares,  we recommend  Class A
shares for  purchases in excess of $250,000.  If you are  investing in excess of
$1,000,000,  we will  only  sell  Class A shares  to you.  For  purchases  below
$250,000,  the class that is best for you generally  depends upon the amount you
invest,  your time  horizon,  and your  preference  for paying the sales  charge
initially  or later.  If you fail to tell us what Class of shares  you want,  we
will purchase Class A shares for you.

                              How do I sell shares?

You may redeem your Fund shares on any day a Fund is open for business by:

        .   Contacting your Representative who will place a redemption order for
            you;



                                       39
<PAGE>



        .   Sending  a  written  redemption   request  to  Administrative   Data
            Management  Corp.,  ("ADM")  at  581  Main  Street,  Woodbridge,  NJ
            07095-1198;

        .   Telephoning the Special Services Department of ADM at 1-800-342-6221
            (if you have elected to have telephone privileges); or

        .   Instructing  us to make an  electronic  transfer to a  predesignated
            bank  (if  you  have  completed  an  application   authorizing  such
            transfers).

Your  redemption  request will be processed at the price next computed  after we
receive the request in good order, as described in the Shareholder  Manual.  For
all requests, have your account number available.

Payment of redemption  proceeds generally will be made within 7 days. If you are
redeeming shares which you recently  purchased by check,  payment may be delayed
to verify that your check has cleared. This may take up to 15 days from the date
of your  purchase.  You may not redeem  shares by telephone or  Electronic  Fund
Transfer unless you have owned the shares for at least 15 days.

If your  account  falls below the minimum  account  balance for any reason other
than market  fluctuation,  each Fund  reserves  the right to redeem your account
without your  consent or to impose a low balance  account fee of $15 annually on
60 days prior  notice.  Each Fund may also redeem  your  account or impose a low
balance  account fee if you have  established  your  account  under a systematic
investment  program  and  discontinue  the  program  before you meet the minimum
account  balance.  You may avoid redemption or imposition of a fee by purchasing
additional  Fund shares during this 60-day period to bring your account  balance
to the required  minimum.  If you own Class B shares,  you will not be charged a
CDSC on a low balance redemption.

Each Fund  reserves  the right to make in-kind  redemptions.  This means that it
could  respond  to a  redemption  request by  distributing  shares of the Fund's
underlying investments rather than distributing cash.

     Can I exchange my shares for the shares of other First Investors Funds?

You may  exchange  shares of a Fund for shares of other  First  Investors  Funds
without paying any  additional  sales charge.  You can only exchange  within the
same class of shares (i.e., Class A to Class A). Consult your  Representative or
call ADM at 1-800-423-4026 for details.

Each Fund  reserves the right to reject any exchange  request that appears to be
part of a market timing  strategy  based upon the holding  period of the initial
investment,  the amount of the investment being  exchanged,  the Funds involved,
and the background of the shareholder or dealer involved.  Each Fund is designed
for long-term investment  purposes.  It is not intended to provide a vehicle for
short-term market timing.

                                ACCOUNT POLICIES

              What about dividends and capital gain distributions?

To the extent that it has net investment  income, a Fund will declare on a daily
basis and pay, on a monthly basis, dividends from net investment income. Any net
realized  capital  gains will be declared and  distributed  on an annual  basis,
usually  after the end of a Fund's  fiscal year.  A Fund may make an  additional
distribution  in any year if necessary to avoid a Federal  excise tax on certain
undistributed income and capital gain.



                                       40
<PAGE>



Dividends  and other  distributions  paid on both classes of a Fund's shares are
calculated at the same time and in the same manner.  Dividends on Class B shares
of a Fund are expected to be lower than those for its Class A shares  because of
the  higher  distribution  fees borne by the Class B shares.  Dividends  on each
class  also  might  be  affected   differently   by  the   allocation  of  other
class-specific  expenses. In order to be eligible to receive a dividend or other
distribution, you must own Fund shares as of the close of business on the record
date of the distribution.

You may choose to  reinvest  all  dividends  and other  distributions  at NAV in
additional  shares of the same class of a Fund or certain other First  Investors
Funds, or receive all dividends and other  distributions  in cash. If you do not
select  an  option  when  you  open  your  account,   all  dividends  and  other
distributions  will be reinvested in additional  shares of a Fund. If you do not
cash a  distribution  check and do not notify ADM to issue a new check within 12
months, the distribution may be reinvested in a Fund. If any correspondence sent
by a Fund is  returned as  "undeliverable,"  dividends  and other  distributions
automatically  will be  reinvested  in a Fund.  No interest  will be paid to you
while a distribution remains uninvested.

A dividend or other  distribution paid on a class of shares will only be paid in
additional  shares  of  the  distributing  class  if  the  total  amount  of the
distribution  is under $5 or a Fund has  received  notice of your  death  (until
written  alternate  payment  instructions  and  other  necessary  documents  are
provided by your legal representative).

                                What about taxes?

For  individual  shareholders,  any  income  dividends  paid  by a  Fund  should
generally be exempt from federal income taxes, including the AMT. Dividends,  if
any,  paid by the Single State Insured Tax Free Funds should also be exempt from
state income taxes, if any, for individual resident shareholders of a particular
Fund's  state and in  certain  cases,  exempt  from  local  taxes.  For  Florida
residents,  income  dividends  should  be  exempt  from the  Florida  intangible
personal property tax.  Long-term capital gain distributions by a Fund are taxed
to you as long-term  capital  gains,  regardless of how long you owned your Fund
shares.  Short-term capital gains by a Fund are taxed to you as ordinary income.
You are  taxed  in the  same  manner  whether  you  receive  your  capital  gain
distributions  in cash or reinvest them in additional Fund shares.  Your sale or
exchange of Fund shares may be considered a taxable event for you.  Depending on
the purchase  price and the sale price of the shares you sell or  exchange,  you
may have a gain or a loss on the  transaction.  You are  responsible for any tax
liabilities generated by your transactions.

 How do I obtain a complete explanation of all account privileges and policies?

The Funds offer a full range of special privileges, including special investment
programs for group retirement plans,  systematic investment programs,  automatic
payroll investment programs, telephone privileges, check writing privileges, and
expedited  redemptions by wire order or Automated  Clearing House transfer.  The
full range of  privileges,  and related  policies,  are  described  in a special
Shareholder Manual, which you may obtain on request. For more information on the
full range of services available, please contact us directly at 1-800-423-4026.



                                       41
<PAGE>



                              FINANCIAL HIGHLIGHTS

The  financial  highlights  tables  are  intended  to help  you  understand  the
financial  performance of each Fund for the past five years. Certain information
reflects  financial  results for a single Fund share.  The total  returns in the
tables  represent  the rates that an investor  would have earned (or lost) on an
investment   in  each  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  The  information  has been  audited  by  ______________,  whose
report,  along with the Funds'  financial  statements,  are included in the SAI,
which is available upon request.

<TABLE>
<CAPTION>

                      INSURED INTERMEDIATE TAX EXEMPT FUND

- ---------------------------------------------------------------------------------------------
                                               CLASS A
                          -------------------------------------------------------------------
                                        1/1/98 -   1/1/97 -   1/1/96 -   1/1/95 -   1/1/94 -
                                         12/31/98   12/31/97   12/31/96   12/31/95   12/31/94
- ---------------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>       <C>        <C>
PER SHARE DATA
Net Asset Value,
Beginning of Period . . . . . . . . .                 $ 5.79   $ 5.85    $ 5.43     $ 5.79
                                                     -------  -------   -------     ------        

INCOME FROM INVESTMENT OPERATIONS
 Net investment income  . . . . . . .                    .29      .29       .30        .24
 
 Net realized and unrealized gain
  (loss) on investments . . . . . . .                    .14     (.06)      .42       (.36)
                                                    --------  --------  -------   ---------

     Total from Investment
      Operations. . . . . . . . . . .                    .43      .23       .72       (.12)
                                                    --------  --------  -------   ---------


LESS DISTRIBUTIONS FROM
 Net investment income. . . . . . . .                    .29      .29       .30        .24


 Net realized gain  . . . . . . . . .                     --       --        --         --
                                                    --------  --------  -------   ---------

   Total Distributions  . . . . . . .                    .29      .29       .30        .24
                                                    --------  --------  -------   ---------

Net Asset Value, End of Period  . . .               $   5.93   $ 5.79   $  5.85     $ 5.43



RATIOS/SUPPLEMENTAL DATA

Total Return** (%). . . . . . . . . .                   7.68     4.07     13.50       (2.05)



Net Assets, End of Period
 (in thousands) . . . . . . . . . . .                 $7,344   $7,415   $ 7,017      $5,688

RATIO TO AVERAGE NET ASSETS++
  Expenses (%). . . . . . . . . . . .                    .53      .49       .35         .14
  Net investment income (%) . . . . .                   5.02     5.05      5.32        4.52


RATIO TO AVERAGE NET ASSETS BEFORE
EXPENSES WAIVED OR ASSUMED
  Expenses (%). . . . . . . . . . . .                   1.21     1.24      1.22         .96
  Net investment income(%). . . . . .                   4.34     4.30      4.45        3.70

Portfolio Turnover Rate (%) . . . . .                     91       82        47         210

     * Commencement of operations of Class A shares or date Class B shares first offered
    **  Calculated without sales charges
     +  Annualized
    ++  Net of expenses waived or assumed

</TABLE>



                                       42

<PAGE>



- -----------------------------------------
                CLASS B
- -----------------------------------------

1/1/98 -   1/1/97 -  1/1/96 -  1/12/95* -
 12/31/98   12/31/97  12/31/96   12/31/95
- -----------------------------------------


              $ 5.80    $ 5.85    $ 5.45
              ------    ------    ------



                 .23       .23       .25


                 .13      (.05)      .41
              ------    -------   ------


                 .36       .18       .66
             -------    -------   ------


                 .23       .23       .26


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

                 .23       .23       .26
             -------   -------   -------

              $ 5.93     $5.80    $ 5.85
             =======   =======   =======



                6.39      3.17     12.27


                $808      $613      $378



                1.53      1.49     1.35+
                4.02      4.05     4.32+


                1.91      1.94     2.22+
                3.64      3.60     3.45+


                  91        82        47



                                       43
<PAGE>


<TABLE>
<CAPTION>

                             INSURED TAX EXEMPT FUND

- ---------------------------------------------------------------------------------------------
                                               CLASS A
                          -------------------------------------------------------------------
                                        1/1/98 -   1/1/97 -   1/1/96 -   1/1/95 -   1/1/94 -
                                         12/31/98   12/31/97   12/31/96   12/31/95   12/31/94
- ---------------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>       <C>        <C>
PER SHARE DATA
Net Asset Value, 
 Beginning of Year . . . . . . . . .               $10.14     $10.37      $9.42      $10.56
                                                   ------     ------      -----      ------

Income from Investment Operations
   Net investment income . . . . . .                  .50        .51        .52        .56
   Net realized and unrealized gain
    (loss) on investments  . . . . .                  .31       (.23)       .96      (1.15)
                                                   ------     ------      -----    -------

   Total from Investment
    Operations . . . . . . . . . . .                  .81        .28       1.48       (.59)
                                                   ------     ------      -----     -------


Less Distributions from:
   Net Investment Income . . . . . .                 .50         .51        .53         .55
   Net realized gains  . . . . . . .                  --          --         --          --
                                                  ------      ------     ------      ------

     Total Distributions . . . . . .                 .50         .51        .53         .55
                                                  ------     -------    -------      ------

Net Asset Value, End of Year . . . .              $10.45      $10.14     $10.37       $9.42
                                                 =======      ======     ======      ======

TOTAL RETURN (%)  +  . . . . . . . .                8.27        2.81      16.01       (5.61)
- ------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year
 (in millions)   . . . . . . . . . .              $1,192      $1,253     $1,373      $1,302


Ratio to Average Net Assets: (%) . .
  Expenses . . . . . . . . . . . . .                1.14        1.14       1.14        1.18
  Net Investment Income. . . . . . .                4.93        5.06       5.25        5.64


Portfolio Turnover Rate (%)  . . . .                  13          21         37          57


    * Date shares first offered
    + Calculated without sales charge
  (a) Annualized
</TABLE>


                                       44
<PAGE>



- ----------------------------------------
                CLASS B
- -----------------------------------------
1/1/98 -   1/1/97 -  1/1/96 -  1/12/95* -
 12/31/98   12/31/97  12/31/96   12/31/95
- -----------------------------------------


            $10.13    $10.37     $9.48
            ------    ------     -----


               .43       .44       .44
               .32      (.24)      .89
           -------   --------  -------

               .75       .20      1.33
           -------   -------   -------



               .43       .44       .44

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

               .43       .44       .44
           -------   -------   -------

            $10.45    $10.13    $10.37
            ======    ======    ======

              7.62      2.03     14.27


               $3         $3        $2


              1.85      1.83      1.88(a)
              4.22      4.37      4.45(a)

                13        21        37



                                       45
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>              <C>               <C>           <C>           <C>       <C>
FIRST INVESTORS NEW YORK
  INSURED TAX FREE FUND, INC.
CLASS A
- -------
1/1/94 - 12/31/94 . . .         $15.18      $.758            $(1.510)          $(.752)        $.768         $--       $.768
1/1/95 - 12/31/95 . . .          13.66       .738              1.331            2.069          .740         .059       .799
1/1/96 - 12/31/96 . . .          14.93       .719              (.298)            .421          .720         .091       .811
1/1/97 - 12/31/97 . . .          14.54       .709               .395            1.104          .708         .076       .784
1/1/98 - 12/31/98 . . .

CLASS B
1/12/95* - 12/31/95  . . .       13.76       .616              1.232            1.848          .619         .059       .678
1/1/96 - 12/31/96 . . .          14.93       .617              (.306)            .311          .620         .091       .711
1/1/97 - 12/31/97 . . .          14.53       .608               .406            1.014          .608         .076       .684
1/1/98 - 12/31/98 . . .  

*    Date Class B shares first offered.
**   Calculated without sales charges.
+    Annualized.
++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.

</TABLE>


                                       46
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>              <C>               <C>            <C>           <C>      <C>
ARIZONA FUND
CLASS A
1/1/94 - 12/31/94 . . .       $13.12       $.663            $(1.397)          $(.734)        $.676         $--      $.676
1/1/95 - 12/31/95 . . .        11.71        .665              1.448            2.113          .673          --       .673
1/1/96 - 12/31/96 . . .        13.15        .664              (.199)            .465          .665          --       .665
1/1/97 - 12/31/97 . . .        12.95        .658               .511            1.169          .659          --       .659
1/1/98 - 12/31/98 . . . 

CLASS B
1/12/95* - 12/31/95 . .        11.82        .544              1.340             1.884         .554          --       .554
1/1/96 - 12/31/96 . . .        13.15        .565              (.201)             .364         .564          --       .564
1/1/97 - 12/31/97 . . .        12.95        .556               .500             1.056         .556          --       .556
1/1/98 - 12/31/98 . . . 

CALIFORNIA FUND
CLASS A
1/1/94 - 12/31/94 . . .       $12.12       $.598            $(1.328)          $(.730)        $.620         $--      $.620
1/1/95 - 12/31/95 . . .        10.77        .580              1.335            1.915          .589        .136       .725
1/1/96 - 12/31/96 . . .        11.96        .576              (.128)            .448          .575        .073       .648
1/1/97 - 12/31/97 . . .        11.76        .569               .534            1.103          .570        .173       .743
1/1/98 - 12/31/98 . . . 

CLASS B
1/12/95* - 12/31/95 . .        10.87        .472              1.227             1.699         .483        .136       .619
1/1/96 - 12/31/96 . . .        11.95        .486              (.123)             .363         .480        .073       .553
1/1/97 - 12/31/97 . . .        11.76        .476               .532             1.008         .475        .173       .648
1/1/98 - 12/31/98 . . .

   * Date Class B shares were first offered.
  ** Calculated without sales charges.
   + Annualized.
  ++ Net of expenses waived or assumed by the investment adviser and the transfer agent.

</TABLE>


                                       47
<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------

   <S>             <C>            <C>            <C>        <C>        <C>        <C>             <C>
   $11.71          (5.63)          $8,803        .30        5.52       1.24        4.59            63
    13.15          18.41            8,834        .50        5.27       1.15        4.62            36
    12.95           3.69            8,383        .53        5.17       1.23        4.47            27
    13.46           9.28            9,691        .50        5.03       1.16        4.37            24


    13.15          16.20              173       1.30+       4.62+      1.95+       3.95+           36
    12.95           2.89              289       1.33        4.37       2.03        3.67            27
    13.45           8.36              437       1.30        4.23       1.96        3.57            24



   $10.77          (6.10)         $15,335        .97        5.27       1.22        5.02            83
    11.96          18.16           16,547        .90        5.02       1.15        4.77            53
    11.76           3.91           15,558        .84        4.93       1.19        4.58            30
    12.12           9.66           15,601        .80        4.80       1.16        4.44            46


    11.95          15.91               59       1.74+       4.31+      2.00+       4.04+           53
    11.76           3.16              114       1.63        4.14       1.98        3.79            30
    12.12           8.79              220       1.60        4.00       1.96        3.64            46

</TABLE>



                                                        48
<PAGE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>              <C>               <C>           <C>           <C>      

COLORADO FUND
CLASS A
1/1/94 - 12/31/94 . . .       $12.60      $.631            $(1.351)          $(.720)       $.640         $--        $.640
1/1/95 - 12/31/95 . . .        11.24       .668              1.340            2.008         .668          --         .668
1/1/96 - 12/31/96 . . .        12.58       .642              (.089)            .553         .643          --         .643
1/1/97 - 12/31/97 . . .        12.49       .638               .498            1.136         .636          --         .636
1/1/98 - 12/31/98 . . .

CLASS B
1/12/95* - 12/31/95 . .        11.35       .564              1.239            1.803         .573          --         .573
1/1/96 - 12/31/96 . . .        12.58       .547              (.100)            .447         .547          --         .547
1/1/97 - 12/31/97 . . .        12.48       .539               .501            1.040         .540          --         .540
1/1/98 - 12/31/98 . . . 

CONNECTICUT  FUND
CLASS A
1/1/94 - 12/31/94 . . .        13.05       .609             (1.480)           (.871)        .609          --         .609
1/1/95 - 12/31/95 . . .        11.57       .617              1.333            1.950         .620          --         .620
1/1/96 - 12/31/96 . . .        12.90       .619              (.202)            .417         .617          --         .617
1/1/97 - 12/31/97 . . .        12.70       .613               .471            1.084         .614          --         .614
1/1/98 - 12/31/98 . . . 

CLASS B
1/12/95* - 12/31/95 . .        11.67       .512              1.242            1.754         .524          --         .524
1/1/96 - 12/31/96 . . .        12.90       .522              (.204)            .318         .518          --         .518
1/1/97 - 12/31/97 . . .        12.70       .516               .470             .986         .516          --         .516
1/1/98 - 12/31/98 . . . 

   * Date Class B shares were first offered.
  ** Calculated without sales charges.
   + Annualized.
  ++ Net of expenses waived or assumed by the investment adviser and the transfer agent.

</TABLE>


                                       49
<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------

   <S>            <C>             <C>         <C>          <C>        <C>         <C>            <C>
   $11.24          (5.77)          $3,110      .20          5.41       1.43        4.18           108
    12.58          18.25            3,525      .20          5.54       1.32        4.42            45
    12.49           4.57            3,466      .38          5.20       1.40        4.17            20
    12.99           9.37            3,424      .40          5.07       1.29        4.18            39


    12.58          16.18              131     1.00+         4.90+      2.12+       3.75+           45
    12.48           3.68              241     1.19          4.39       2.21        3.36            20
    12.98           8.55              370     1.20          4.27       2.09        3.38            39




   $11.57          (6.75)         $14,848      .87          5.01       1.22        4.66            63
    12.90          17.18           16,725      .85          4.98       1.20        4.63            26
    12.70           3.37           15,203      .81          4.92       1.23        4.50            15
    13.17           8.77           16,151      .80          4.78       1.17        4.41            14


    12.90          15.28              857     1.71+         4.12+      2.07+       3.76+           26
    12.70           2.57            1,505     1.61          4.12       2.02        3.71            15
    13.17           7.95            2,891     1.60          3.98       1.97        3.61            14
</TABLE>



                                       50
<PAGE>


<TABLE>
<CAPTION>


- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>              <C>               <C>           <C>           <C>      
FIRST INVESTORS MULTI-STATE
  INSURED TAX FREE FUND

FLORIDA  FUND
CLASS A
1/1/94 - 12/31/94 .......     $13.14       $.642           $(1.346)          $(.704)        $.646         $--         $.646
1/1/95 - 12/31/95 .......      11.79        .640             1.527            2.167          .647          --          .647
1/1/96 - 12/31/96 .......      13.31        .623             (.198)            .425          .625          --          .625
1/1/97 - 12/31/97 .......      13.11        .624              .547            1.171          .624        .037          .661
1/1/98 - 12/31/98 .......

CLASS B
1/12/95* - 12/31/95 .....      11.87        .529             1.460            1.989          .549          --          .549
1/1/96 - 12/31/96 .......      13.31        .530             (.204)            .326          .526          --          .526
1/1/97 - 12/31/97 .......      13.11        .531              .552            1.083          .526        .037          .563
1/1/98 - 12/31/98 .......


GEORGIA  FUND
CLASS A
1/1/94 - 12/31/94 .......     $12.49       $.584           $(1.165)          $(.581)        $.579        $--          $.579
1/1/95 - 12/31/95 .......      11.33        .653             1.387            2.040          .650         --           .650
1/1/96 - 12/31/96 .......      12.72        .639             (.161)            .478          .648         --           .648
1/1/97 - 12/31/97 .......      12.55        .639              .578            1.217          .637         --           .637
1/1/98 - 12/31/98 .......

CLASS B
1/12/95* - 12/31/95 .....      11.42        .529             1.303            1.832          .542         --           .542
1/1/96 - 12/31/96 .......      12.71        .563             (.183)            .380          .550         --           .550
1/1/97 - 12/31/97 .......      12.54        .524              .584            1.108          .538         --           .538
1/1/98 - 12/31/98 .......



*    Date Class B shares first offered.
**   Calculated without sales charges.
+    Annualized.
++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.

</TABLE>



                                       51
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------

   <S>            <C>           <C>            <C>        <C>        <C>         <C>              <C>
   $11.79          (5.39)        $19,765        .62        5.24       1.19        4.67             98
    13.31          18.77          22,229        .75        5.05       1.15        4.65             68
    13.11           3.34          23,299        .83        4.80       1.16        4.47             55
    13.62           9.18          23,840        .80        4.71       1.11        4.40             19


    13.31          17.06             299       1.68+       4.12+      2.09+       3.70+            68
    13.11           2.56             549       1.62        4.01       1.95        3.68             55
    13.63           8.38             837       1.60        3.91       1.91        3.60             19


    11.33          (4.69)          2,065        .20        4.99       1.93        3.26             78
    12.72          18.40           3,047        .20        5.41       1.42        4.20             45
    12.55           3.94           3,269        .38        5.17       1.44        4.11             37
    13.13          10.00           3,152        .40        5.03       1.33        4.10             21


    12.71          16.34              97       1.00+       4.61+      2.22+       3.40+            45
    12.54           3.13             151       1.19        4.36       2.25        3.30             37
    13.11           9.07             203       1.20        4.23       2.13        3.30             21

</TABLE>



                                       52
<PAGE>



<TABLE>
<CAPTION>


- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>              <C>               <C>           <C>          <C>  
FIRST INVESTORS MULTI-STATE
  INSURED TAX FREE FUND


MARYLAND  FUND
CLASS A
1/1/94 - 12/31/94 .....     $13.15        $.644          $(1.373)           $(.729)        $.651          $--       $.651
1/1/95 - 12/31/95 ......     11.77         .668            1.348             2.016          .666           --        .666
1/1/96 - 12/31/96 ......     13.12         .650            (.235)             .415          .655           --        .655
1/1/97 - 12/31/97 ......     12.88         .652             .549             1.201          .651           --        .651
1/1/98 - 12/31/98 ......

CLASS B
1/12/95* - 12/31/95 ....     11.85         .561            1.279             1.840          .570           --        .570
1/1/96 - 12/31/96 ......     13.12         .555            (.249)             .306          .556           --        .556
1/1/97 - 12/31/97 ......     12.87         .551             .556             1.107          .547           --        .547
1/1/98 - 12/31/98 ......


MASSACHUSETTS FUND
CLASS A
1/1/94 - 12/31/94 .....     $12.28        $.627          $(1.267)           $(.640)        $.630          $--       $.630
1/1/95 - 12/31/95 .....      11.01         .612            1.227             1.839          .613         .016        .629
1/1/96 - 12/31/96 .....      12.22         .603            (.256)             .347          .602         .045        .647
1/1/97 - 12/31/97 .....      11.92         .601             .356              .957          .603         .074        .677
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ....     11.09         .508            1.155             1.663          .527         .016        .543
1/1/96 - 12/31/96 ......     12.21         .514            (.263)             .251          .506         .045        .551
1/1/97 - 12/31/97 ......     11.91         .508             .353              .861          .507         .074        .581
1/1/98 - 12/31/98 ......


*    Date Class B shares first offered.
**   Calculated without sales charges.
+    Annualized.
++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>



                                       53
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------



   <S>            <C>             <C>           <C>       <C>         <C>         <C>             <C>
   $11.77          (5.59)          $6,904        .45       5.27        1.34        4.37            44
    13.12          17.50            8,666        .48       5.32        1.24        4.55            49
    12.88           3.33           10,118        .51       5.10        1.24        4.37            13
    13.43           9.59           10,705        .50       5.01        1.18        4.33            35


    13.12          15.82              423       1.38+      4.42+       2.19+       3.61+           49
    12.87           2.45            1,021       1.31       4.30        2.05        3.57            13
    13.43           8.81            1,782       1.30       4.21        1.98        3.53            35



    11.01          (5.30)          20,838        .95       5.45        1.20        5.20            64
    12.22          17.07           23,180        .90       5.22        1.15        4.97            40
    11.92           2.99           22,543        .86       5.08        1.18        4.76            45
    12.20           8.27           22,852        .80       5.01        1.15        4.66            28


    12.21          15.28              314       1.76+      4.36+       2.01+       4.10+           40
    11.91           2.16              519       1.66       4.28        1.98        3.96            45
    12.19           7.41              783       1.60       4.21        1.95        3.86            28
</TABLE>



                                       54
<PAGE>



<TABLE>
<CAPTION>


- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>              <C>               <C>           <C>           <C>

MICHIGAN  FUND
CLASS A
1/1/94 - 12/31/94 .......      $12.89      $.612             $(1.423)         $(.811)        $.609          $--       $.609
1/1/95 - 12/31/95 .......       11.47       .634               1.331           1.965          .635           --        .635
1/1/96 - 12/31/96 .......       12.80       .627               (.215)           .412          .631         .011        .642
1/1/97 - 12/31/97 .......       12.57       .610                .535           1.145          .609         .046        .655
1/1/98 - 12/31/98 .......

CLASS B
1/12/95* - 12/31/95  .....      11.57       .528               1.241           1.769          .539           --        .539
1/1/96 - 12/31/96 ........      12.80       .534               (.229)           .305          .534         .011        .545
1/1/97 - 12/31/97 ........      12.56       .511                .536           1.047          .511         .046        .557
1/1/98 - 12/31/98 ........



MINNESOTA FUND
CLASS A
1/1/94 - 12/31/94  .......     $11.77      $.592            $(1.282)          $(.690)        $.600          $--       $.600
1/1/95 - 12/31/95  .......      10.48       .589              1.022            1.611          .591           --        .591
1/1/96 - 12/31/96  .......      11.50       .592              (.210)            .382          .592           --        .592
1/1/97 - 12/31/97  .......      11.29       .599               .340             .939          .599           --        .599
1/1/98 - 12/31/98  .......

CLASS B
1/12/95* - 12/31/95  .....      10.55       .515               .950            1.465          .515           --        .515
1/1/96 - 12/31/96 ........      11.50       .493              (.205)            .288          .498           --        .498
1/1/97 - 12/31/97 ........      11.29       .508               .341             .849          .509           --        .509
1/1/98 -12/31/98 .........


   * Date Class B shares were first offered.
  ** Calculated without sales charges.
   + Annualized.
  ++ Net of expenses waived or assumed by the investment adviser and the transfer agent.

</TABLE>



                                       55
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------



   <S>            <C>            <C>            <C>        <C>        <C>         <C>           <C>

   $11.47          (6.36)         $30,362        .93        5.11       1.18        4.86            60
    12.80          17.47           36,837        .89        5.14       1.14        4.89            45
    12.57           3.37           36,928        .88        5.03       1.13        4.78            43
    13.06           9.37           39,581        .87        4.80       1.12        4.55            32


    12.80          15.55              388       1.76+       4.41+      2.02+       4.15+           45
    12.56           2.49              724       1.69        4.22       1.94        3.97            43
    13.05           8.54            1,018       1.67        4.00       1.92        3.75            32



   $10.48          (5.93)          $7,375        .65        5.40       1.29        4.76            34
    11.50          15.68            8,162        .65        5.29       1.31        4.63            53
    11.29           3.47            8,304        .56        5.27       1.31        4.52            49
    11.63           8.57            8,231        .50        5.27       1.21        4.56            15


    11.50          14.13               .1       1.45+       4.64+      2.11+       3.96+           53
    11.29           2.61               41       1.40        4.44       2.14        3.69            49
    11.63           7.71               44       1.30        4.47       2.01        3.76            15

</TABLE>




                                       56
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>             <C>               <C>            <C>            <C>

FIRST INVESTORS MULTI-STATE
  INSURED TAX FREE FUND

MISSOURI  FUND
CLASS A
1/1/94 - 12/31/94 .....        $12.50       $.617           $(1.384)          $(.767)        $.613          $--      $.613
1/1/95 - 12/31/95 .....         11.12        .662             1.356            2.018          .668           --       .668
1/1/96 - 12/31/96 .....         12.47        .637            (1.80)             .457          .637           --       .637
1/1/97 - 12/31/97 .....         12.29        .638              .490            1.128          .638           --       .638
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...         11.22        .548             1.260            1.808         .548            --       .548
1/1/96 - 12/31/96 .....         12.48        .538             (.189)            .349         .539            --       .539
1/1/97 - 12/31/97 .....         12.29        .537              .494            1.031         .541            --       .541
1/1/98 - 12/31/98 .....


NEW JERSEY  FUND
CLASS A
1/1/94 - 12/31/94 .....        $13.51       $.659           $(1.448)          $(.789)       $.661           $--      $.661
1/1/95 - 12/31/95 .....         12.06        .648             1.291            1.939         .652          .097       .749
1/1/96 - 12/31/96 .....         13.25        .636             (.245)            .391         .636          .015       .651
1/1/97 - 12/31/97 .....         12.99        .630              .427            1.057         .629          .118       .648
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...         12.14        .526             1.199            1.725         .528          .097       .625
1/1/96 - 12/31/96 .....         13.24        .533             (.253)            .280         .535          .015       .550
1/1/97 - 12/31/97 .....         12.97        .525              .433             .958         .530          .118       .648
1/1/98 - 12/31/98 .....


*    Date Class B shares first offered.
**   Calculated without sales charges.
+    Annualized.
++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.

</TABLE>



                                       57
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------

   <S>            <C>             <C>           <C>        <C>        <C>        <C>              <C>
   $11.12          (6.20)          $1,611        .20        5.45       1.57       4.07             98
    12.47          18.55            1,890        .20        5.58       1.42       4.36             50
    12.29           3.84            1,925        .38        5.24       1.69       3.93             15
    12.78           9.44            1,798        .40        5.13       1.46       4.07             12


    12.48          16.41               .1       1.00+       4.94+      2.22+      3.68+            50
    12.29           2.93               36       1.24        4.38       2.55       3.07             15
    12.78           8.60              117       1.20        4.33       2.26       3.27             12




   $12.06          (5.91)          55,379        .99        5.21       1.14       5.06             60
    13.25          16.41           59,153        .99        5.06       1.14       4.91             30
    12.99           3.09           58,823        .98        4.92       1.13       4.77             35
    13.30           8.36           59,243        .96        4.81       1.11       4.66             22


    13.24          14.45              957       1.81+       4.24+      1.97+      4.08+            30
    12.97           2.22            1,603       1.78        4.12       1.93       3.97             35
    13.28           7.56            2,011       1.76        4.01       1.91       3.86             22

</TABLE>




                                       58
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>            <C>              <C>             <C>            <C>

FIRST INVESTORS MULTI-STATE
  INSURED TAX FREE FUND

NORTH CAROLINA FUND
CLASS A
1/1/94 - 12/31/94 .....        12.28         .594            (1.380)           (.786)         .594            --        .594
1/1/95 - 12/31/95 .....        10.90         .608             1.391            1.999          .609            --        .609
1/1/96 - 12/31/96 .....        12.29         .590             (.159)            .431          .591            --        .591
1/1/97 - 12/31/97 .....        12.13         .597              .530            1.127          .597            --        .597
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...        10.99         .492             1.307            1.799          .499            --        .499
1/1/96 - 12/31/96 .....        12.29         .496             (.161)            .335          .495            --        .495
1/1/97 - 12/31/97 .....        12.13         .497              .534            1.031          .501            --        .501
1/1/98 - 12/31/98 .....


OHIO FUND
CLASS A
1/1/94 - 12/31/94 .....       $12.66        $.613            $(1.353)         $(.740)       $.620            $--       $.620
1/1/95 - 12/31/95 .....        11.30         .615              1.306           1.921         .619           .092        .711
1/1/96 - 12/31/96 .....        12.51         .605              (.097)           .508         .609           .059        .668
1/1/97 - 12/31/97 .....        12.35         .607               .430           1.037         .606           .071        .677
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...        11.40         .503              1.212           1.715         .513           .092        .605
1/1/96 - 12/31/96 .....        12.51         .507              (.095)           .412         .513           .059        .572
1/1/97 - 12/31/97 .....        12.35         .507               .424            .931         .510           .071        .581
1/1/98 - 12/31/98 .....




*    Date Class B shares first offered.
**   Calculated without sales charges.
+    Annualized.

++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.

</TABLE>


                                       59
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------  ---------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%) (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------




   <S>            <C>             <C>          <C>        <C>         <C>         <C>             <C>
   $10.90          (6.45)          $3,872       .20        5.22        1.44        3.99            61
    12.29          18.72            4,984       .20        5.18        1.36        4.03            76
    12.13           3.68            5,822       .38        4.94        1.31        4.02            43
    12.66           9.56            6,697       .40        4.87        1.23        4.04            30


    12.29          16.65               75      1.00+       4.38+       2.16+       3.23+           76
    12.13           2.85              134      1.20        4.12        2.12        3.20            43
    12.66           8.71              185      1.20        4.07        2.03        3.24            30



   $11.30          (5.91)         $18,169       .85       5.18         1.20        4.83            57
    12.51          17.34           19,398       .87       5.07         1.22        4.72            70
    12.35           4.23           20,123       .86       4.95         1.19        4.62            33
    12.71           8.64           19,308       .80       4.88         1.18        4.50            25


    12.51          15.30              282      1.76+      4.33+        2.13+       3.95+           70
    12.35           3.43              279      1.66       4.15         1.99        3.82            33
    12.70           7.73              335      1.60       4.08         1.98        3.70            25

</TABLE>



                                       60
<PAGE>



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                           PER SHARE DATA
                   ---------------------------------------------------------------------------------------------------------

                                                                                             LESS DISTRIBUTIONS
                                   INCOME FROM INVESTMENT OPERATIONS                                 FROM
                   -------------------------------------------------------------------     ---------------------------------

                             NET ASSET                                                
                                 VALUE                   NET REALIZED                          
                             ---------      NET        AND UNREALIZED       TOTAL FROM         NET           NET       TOTAL
                          BEGINNING OF  INVESTMENT     GAIN (LOSS) ON       INVESTMENT     INVESTMENT   REALIZED     DISTRI-
                                PERIOD      INCOME        INVESTMENTS       OPERATIONS       INCOME         GAIN     BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>            <C>              <C>             <C>            <C>
OREGON FUND
CLASS A
1/1/94 - 12/31/94 .....       $12.29       $.529            $(1.339)          $(.810)        $.610         $--        $.610
1/1/95 - 12/31/95 .....        10.87        .626              1.289            1.915          .625          --         .625
1/1/96 - 12/31/96 .....        12.16        .589              (.161)            .428          .588          --         .588
1/1/97 - 12/31/97 .....        12.00        .582               .582            1.164          .584          --         .584
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...        10.97        .541              1.182            1.723          .543          --         .543
1/1/96 - 12/31/96 .....        12.15        .495              (.161)            .334          .494          --         .494
1/1/97 - 12/31/97 .....        11.99        .485               .573            1.058          .488          --         .488
1/1/98 - 12/31/98 .....


PENNSYLVANIA  FUND
CLASS A
1/1/94 - 12/31/94 .....       $13.16       $.627            $(1.447)          $(.820)        $.630         $--        $.630
1/1/95 - 12/31/95 .....        11.71        .638              1.463            2.101          .635        .036         .671
1/1/96 - 12/31/96 .....        13.14        .622              (.197)            .425          .627        .028         .655
1/1/97 - 12/31/97 .....        12.91        .624               .523            1.147          .624        .153         .777
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...        11.81        .539              1.376            1.915          .549        .036         .585
1/1/96 - 12/31/96 .....        13.14        .529              (.201)            .328          .530        .028         .558
1/1/97 - 12/31/97 .....        12.91        .526               .510            1.036          .523        .153         .676
1/1/98 - 12/31/98 .....


VIRGINIA FUND
CLASS A
1/1/94 - 12/31/94 .....       $13.06       $.611            $(1.383)          $(.772)        $.608         $--        $.608
1/1/95 - 12/31/95 .....        11.68        .625              1.370            1.995          .629         .036        .665
1/1/96 - 12/31/96 .....        13.01        .626              (.195)            .431          .624         .067        .691
1/1/97 - 12/31/97 .....        12.75        .615               .504            1.119          .617         .032        .649
1/1/98 - 12/31/98 .....

CLASS B
1/12/95* - 12/31/95 ...        11.76        .510              1.286            1.796          .520         .036        .556
1/1/96 - 12/31/96 .....        13.00        .525              (.194)            .331          .524         .067        .591
1/1/97 - 12/31/97 .....        12.74        .513               .505            1.018          .516         .032        .548
1/1/98 - 12/31/98 .....


   * Date Class B shares were first offered.
  ** Calculated without sales charges.
   + Annualized.

  ++ Net of expenses waived or assumed by the investment adviser and the transfer agent.

</TABLE>



                                       61
<PAGE>



<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                             RATIOS / SUPPLEMENTAL DATA
      -----------------------------------------------------------------------------------------------


                                                                   RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE    ASSETS BEFORE EXPENSES
                                                NET ASSETS ++        WAIVED OR ASSUMED
                                          ----------------------   --------------------


NET ASSET
    VALUE                                                    NET                    NET     PORTFOLIO
- ---------                      NET ASSETS             INVESTMENT             INVESTMENT      TURNOVER
   END OF    TOTAL RETURN   END OF PERIOD   EXPENSES      INCOME   EXPENSES      INCOME          RATE
   PERIOD          ** (%)  (IN THOUSANDS)        (%)         (%)        (%)         (%)           (%)
- -----------------------------------------------------------------------------------------------------


   <S>           <C>              <C>          <C>        <C>        <C>          <C>            <C>
    10.87         (6.65)           4,696        .20        5.36       1.39         4.17           135
    12.16         17.99            6,840        .20        5.36       1.23         4.33            36
    12.00          3.68            9,917        .46        4.97       1.26         4.16            21
    12.58          9.97           11,800        .50        4.78        .78         4.50            32


    12.15         16.00              342       1.00+       4.72+      2.03+        3.65+           36
    11.99          2.87              568       1.26        4.17       2.07         3.36            21
    12.56          9.03              752       1.30        3.98       1.58         3.70            32



   $11.71         (6.31)         $33,542        .88        5.11       1.13         4.86            81
    13.14         18.29           39,980        .86        5.07       1.11         4.82            48
    12.91          3.39           42,228        .86        4.86       1.11         4.61            42
    13.28          9.14           42,223        .85        4.79       1.10         4.54            37


    13.14         16.49              247       1.72+       4.20+      1.98         3.94+           48
    12.91          2.61              781       1.66        4.06       1.91         3.81            42
    13.27          8.23            1,739       1.65        3.99       1.90         3.74            37



   $11.68         (5.97)         $22,325        .85        5.01       1.20         4.66            55
    13.01         17.42           25,193        .81        5.01       1.16         4.66            34
    12.75          3.47           21,047        .79        4.93       1.20         4.52            30
    13.22          9.03           22,136        .80        4.78       1.16         4.42            10


    13.00         15.53              991       1.66+       4.16+      2.02+        3.80+           34
    12.74          2.66            1,166       1.59        4.13       2.00         3.72            30
    13.21          8.19            1,390       1.60        3.98       1.96         3.62            10
</TABLE>




                                       62
<PAGE>




[FIRST INVESTORS LOGO]

INSURED INTERMEDIATE TAX EXEMPT
INSURED TAX EXEMPT
NEW YORK INSURED TAX FREE
MULTI-STATE INSURED TAX FREE

For investors who want more information about the Funds, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about each Fund's investments
is available in the Funds' annual and semi-annual  reports to  shareholders.  In
the Funds' annual  report,  you will find a discussion of the market  conditions
and investment  strategies that  significantly  affected each Fund's performance
during its last fiscal year.

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information  about  the  Funds  and  is  incorporated  by  reference  into  this
prospectus.

SHAREHOLDER  MANUAL: The Shareholder  Manual provides more detailed  information
about the purchase, redemption and sale of the Funds' shares.

You can get free copies of reports, the SAI and the Shareholder Manual,  request
other  information  and discuss your questions about the Funds by contacting the
Funds at:

Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198
Telephone:  1-800-423-4026

You can review and copy  information  about the Funds for a fee  (including  the
Funds' reports,  Shareholder Manual and SAI) at the Public Reference Room of the
Securities and Exchange Commission ("SEC") in Washington, D.C. You can also send
your  request and a  duplicating  fee to the Public  Reference  Room of the SEC,
Washington,  DC 20549-6009.  You can obtain  information on the operation of the
Public  Reference  Room by calling  1-800-SEC-0330.  Text-only  versions of Fund
documents can be viewed online or downloaded from the SEC's Internet  website at
http://www.sec.gov.

                                       (Investment  Company Act File No.:  First
                                       Investors   Insured    Intermediate   Tax
                                       Exempt  Fund  811-5690;  First  Investors
                                       Insured Tax Exempt Fund,  Inc.  811-2923;
                                       First  Investors  New  York  Insured  Tax
                                       Free   Fund,   Inc.    811-3843;    First
                                       Investors  Multi-State  Insured  Tax Free
                                       Fund 811-4623)


                                       63

<PAGE>

FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
FIRST INVESTORS INSURED INTERMEDIATE TAX EXEMPT FUND
FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC. 
FIRST INVESTORS MULTI-STATE INSURED TAX FREE FUND, INC.

95 Wall Street
New York, New York 10005
1-800-423-4026

                     STATEMENT OF ADDITIONAL INFORMATION
                             DATED APRIL 30, 1999


      This is a Statement of Additional  Information ("SAI") for FIRST INVESTORS
INSURED INTERMEDIATE TAX EXEMPT FUND ("INSURED INTERMEDIATE TAX EXEMPT FUND"), a
series of FIRST INVESTORS SERIES FUND ("SERIES FUND"),  FIRST INVESTORS  INSURED
TAX EXEMPT FUND,  INC.  ("INSURED TAX EXEMPT  FUND"),  FIRST  INVESTORS NEW YORK
INSURED  TAX FREE FUND,  INC.  ("NEW YORK  INSURED  TAX FREE  FUND"),  and FIRST
INVESTORS MULTI-STATE INSURED TAX FREE FUND, INC. ("MULTI-STATE INSURED TAX FREE
FUND").  Each Fund is an open-end  diversified  management  investment  company.
SERIES FUND offers five separate series, one of which,  INSURED INTERMEDIATE TAX
EXEMPT  FUND,  is  described  in this SAI.  INSURED TAX EXEMPT FUND and NEW YORK
INSURED TAX FREE FUND each offer one series.  MULTI-STATE  INSURED TAX FREE FUND
offers 17 series:  Arizona Fund,  California  Fund,  Colorado Fund,  Connecticut
Fund, Florida Fund, Georgia Fund,  Maryland Fund,  Massachusetts  Fund, Michigan
Fund,  Minnesota Fund, Missouri Fund, New Jersey Fund, North Carolina Fund, Ohio
Fund,  Oregon Fund,  Pennsylvania  Fund and Virginia  Fund (each a "Single State
Fund").  INSURED INTERMEDIATE TAX EXEMPT FUND, INSURED TAX EXEMPT FUND, NEW YORK
INSURED  TAX FREE  FUND,  and each  Single  State  Fund are  referred  to herein
collectively as "Funds."

      This SAI is not a prospectus.  It should be read in  conjunction  with the
Funds'  Prospectus  dated April 30, 1999,  which may be obtained  free of charge
from the Funds at the  address or  telephone  number  noted  above.  Information
regarding  the  purchase,  redemption,  sale and exchange of your Fund shares is
contained in the  Shareholder  manual,  a separate  section of the SAI that is a
distinct  document and may also be obtained  free of charge by  contacting  your
Fund at the address or telephone number noted above.


<PAGE>


                                 TABLE OF CONTENTS

Investment Strategies and Risks..............................................3
Investment Policies..........................................................5
Futures and Options Strategies..............................................12
Investment Restrictions.....................................................18
Insurance...................................................................25
State Specific Risk Factors.................................................27
Portfolio Turnover..........................................................84
Directors or Trustees and Officers..........................................85
Management..................................................................87
Underwriter.................................................................89
Distribution Plans..........................................................91
Determination of Net Asset Value............................................93
Allocation of Portfolio Brokerage...........................................94
Purchase, Redemption and Exchange of Shares.................................95
Taxes.......................................................................95
Performance Information....................................................111
General Information........................................................119
Appendix A Description of Municipal Bond Ratings...........................126
Appendix B Description of Municipal Note Ratings...........................129
Appendix C Description of Commercial Paper Ratings.........................130
Appendix D.................................................................131
Financial Statements.......................................................138
Shareholder Manual.........................................................140


                                       2
<PAGE>

                       INVESTMENT STRATEGIES AND RISKS


INSURED INTERMEDIATE TAX EXEMPT FUND AND INSURED TAX EXEMPT FUND

      INSURED INTERMEDIATE TAX EXEMPT FUND and INSURED TAX EXEMPT FUND each seek
to provide a high level of interest  income which is exempt from Federal  income
tax and is not an item of tax preference for purposes of the Federal alternative
minimum tax ("AMT") (a "Tax Preference Item").

      INSURED  INTERMEDIATE  TAX EXEMPT FUND seeks to achieve its  objective  by
investing  at least  80% of its  total  assets  in  various  types of  municipal
securities issued by or on behalf of various states, territories and possessions
of  the  United  States  and  the  District  of  Columbia  and  their  political
subdivisions,  agencies and  instrumentalities  ("Municipal  Instruments"),  the
interest on which is exempt from Federal  income tax and is not a Tax Preference
Item. Under normal market  conditions,  the Fund will maintain a dollar-weighted
average maturity of three to ten years. See "Municipal Instruments," below.

      INSURED TAX EXEMPT FUND seeks to achieve its  objective  by  investing  at
least  80% of its  total  assets in  municipal  bonds  issued by or on behalf of
various  states,  territories  and  possessions  of the  United  States  and the
District  of  Columbia   and  their   political   subdivisions,   agencies   and
instrumentalities,  the interest on which is exempt from Federal  income tax and
is not a Tax  Preference  Item.  The Fund also may invest up to 20% of its total
assets  in other  types of  Municipal  Instruments,  including  certificates  of
participation,  municipal  notes,  municipal  commercial paper and variable rate
demand instruments (collectively with municipal bonds, "Municipal Instruments").
The Fund generally  invests in bonds with maturities of over fifteen years.  See
"Municipal Instruments," below.

      Each Fund may make loans of portfolio securities and invest in zero coupon
municipal  securities.  Each  Fund may  invest  up to 25% of its net  assets  in
securities on a "when  issued"  basis,  which  involves an  arrangement  whereby
delivery  of, and payment  for,  the  instruments  occur up to 45 days after the
agreement  to purchase  the  instruments  is made by a Fund.  Each Fund also may
invest up to 20% of its assets,  on a temporary  basis,  in high  quality  fixed
income  obligations,  the  interest  on which is subject to Federal and state or
local income  taxes.  In  addition,  each Fund may invest up to 10% of its total
assets in municipal  obligations on which the rate of interest varies  inversely
with  interest  rates  on other  municipal  obligations  or an  index  (commonly
referred to as "inverse  floaters").  INSURED  INTERMEDIATE TAX EXEMPT FUND also
may acquire  detachable  call options  relating to municipal bonds and invest in
repurchase  agreements.  Each Fund may borrow  money for  temporary or emergency
purposes  in amounts  not  exceeding  5% of its total  assets.  See  "Investment
Policies," below.

      Although  each Fund  generally  invests in  municipal  bonds  rated Baa or
higher  by  Moody's  Investors  Service,  Inc.  ("Moody's")  or BBB or higher by
Standard & Poor's, a division of The McGraw-Hill  Companies,  Inc. ("S&P"), each
Fund may invest up to 5% of its net assets in lower rated  municipal bonds or in
unrated  municipal  bonds deemed to be of comparable  quality by First Investors
Management Company,  Inc. ("FIMCO" or "Adviser").  See "Debt Securities," below.
However,  in each instance such municipal bonds will be covered by the insurance
feature  and thus are  considered  to be of  higher  quality  than  lower  rated
municipal bonds without an insurance  feature.  See "Insurance" for a discussion


                                       3
<PAGE>

of the insurance feature.  The Adviser will carefully evaluate on a case-by-case
basis whether to dispose of or retain a municipal bond which has been downgraded
in rating  subsequent to its purchase by a Fund. A description of municipal bond
ratings is contained in Appendix A.

      Additional  restrictions  are set forth in the  "Investment  Restrictions"
section of this SAI.

NEW YORK INSURED TAX FREE FUND AND MULTI-STATE INSURED TAX FREE FUND

      NEW YORK  INSURED  TAX FREE FUND seeks to provide a high level of interest
income which is exempt from Federal income tax, New York State and New York City
personal  income  taxes  and is not a Tax  Preference  Item.  The Fund  seeks to
achieve its objective by investing at least 80% of its total assets in Municipal
Instruments  issued  by or on  behalf  of  New  York  State  and  its  municipal
governments  and by  public  authorities  in  New  York  State,  as  well  as by
territories  and  possessions  of the United States and the District of Columbia
and their political subdivisions,  agencies and instrumentalities,  the interest
on which is exempt from  Federal  income  tax,  New York State and New York City
personal income taxes and is not a Tax Preference Item.

      Each Single  State Fund seeks to achieve a high level of  interest  income
which is exempt from Federal  income tax and, to the extent  indicated  for each
Fund, from state and local income taxes for residents of a particular  state and
is not a Tax  Preference  Item.  Each Fund seeks to  achieve  its  objective  by
investing at least 80% of its total assets in Municipal Instruments issued by or
on behalf of states,  territories  and  possessions of the United States and the
District of Columbia and their political subdivisions,  the interest on which is
exempt from Federal  income tax,  state and local income taxes in the states for
whose  residents the particular  Fund is established and is not a Tax Preference
Item.

      NEW YORK INSURED TAX FREE FUND may make loans of its portfolio securities,
and each Fund may  invest in zero  coupon  municipal  securities.  Each Fund may
invest up to 25% of its net assets in securities on a "when issued" basis, which
involves an arrangement  whereby  delivery of, and payment for, the  instruments
occur up to 45 days after the agreement to purchase the instruments is made by a
Fund. Each Fund also may invest up to 20% of its assets,  on a temporary  basis,
in high quality  fixed income  obligations,  the interest on which is subject to
Federal and state or local income taxes.  Each Fund also may invest up to 10% of
its total assets in municipal  obligations in which the rate of interest  varies
inversely  with  interest  rates  on  other  municipal  obligations  or an index
("inverse  floaters")  and may  acquire  detachable  call  options  relating  to
municipal bonds. Each Fund may borrow money for temporary or emergency  purposes
in  amounts  not  exceeding  5% of its total  assets  and  invest in  repurchase
agreements.

      Although  each Fund  generally  invests in  municipal  bonds  rated Baa or
higher by Moody's or BBB or higher by S&P,  each Fund may invest up to 5% of its
net assets in lower rated municipal  bonds or in unrated  municipal bonds deemed
to be of  comparable  quality  by the  Adviser.  See "Debt  Securities,"  below.
However,  in each instance such municipal bonds will be covered by the insurance
feature  and thus are  considered  to be of  higher  quality  than  lower  rated
municipal  bonds  without an insurance  feature.  See  "Insurance,"  below.  The
Adviser will carefully evaluate on a case-by-case basis whether to dispose of or


                                       4
<PAGE>

retain a municipal  bond which has been  downgraded in rating  subsequent to its
purchase by a Fund.  A  description  of  municipal  bond ratings is contained in
Appendix A.

      Additional  restrictions  are set forth in the  "Investment  Restrictions"
section of this SAI.

                             INVESTMENT POLICIES

      DEBT SECURITIES. Each Fund may invest in debt securities. The market value
of debt  securities  is  influenced  significantly  by  changes  in the level of
interest  rates.  Generally,  as interest  rates rise,  the market value of debt
securities  decreases.  Conversely,  as interest rates fall, the market value of
debt  securities  increases.  Factors  which could  result in a rise in interest
rates, and a decrease in market value of debt securities, include an increase in
inflation or inflation  expectations,  an increase in the rate of U.S.  economic
growth, an expansion in the Federal budget deficit,  or an increase in the price
of commodities such as oil. In addition,  the market value of debt securities is
influenced by perceptions of the credit risks  associated with such  securities.
Credit risk is the risk that adverse  changes in economic  conditions can affect
an issuer's ability to pay principal and interest.  Debt obligations rated lower
than Baa by Moody's or BBB by S&P,  commonly  referred  to as "junk  bonds," are
speculative and generally  involve a higher risk of loss of principal and income
than higher-rated debt securities.

      DETACHABLE  CALL OPTIONS.  Detachable  call options are sold by issuers of
municipal  bonds  separately  from the municipal bonds to which the call options
relate and permit the  purchasers  of the call options to acquire the  municipal
bonds at the call prices and call dates.  If interest  rates drop, the purchaser
could  exercise  the  call  option  to  acquire   municipal   bonds  that  yield
above-market rates.  INSURED INTERMEDIATE TAX EXEMPT FUND may acquire detachable
call options relating to municipal bonds that it already owns or will acquire in
the  immediate  future  and  thereby,  in  effect,  make  such  municipal  bonds
non-callable so long as it continues to hold the detachable call option. INSURED
INTERMEDIATE  TAX  EXEMPT  FUND will  consider  detachable  call  options  to be
illiquid  securities  and they will be treated as such for  purposes  of certain
investment limitation calculations.

      HIGH YIELD  SECURITIES.  Although each Fund may invest up to 5% of its net
assets in  municipal  bonds rated lower than Baa by Moody's or BBB by S&P,  each
Fund  currently  does not intend to  purchase  such  municipal  bonds.  However,
occasionally  a Fund may hold in its portfolio a municipal bond that has had its
rating downgraded. In each instance, such bonds will be covered by the insurance
feature and thus  considered to be of higher quality than high yield  securities
without an insurance feature.  See "Insurance" for a detailed  discussion of the
insurance  feature.  Debt obligations  rated lower than Baa by Moody's or BBB by
S&P, commonly referred to as "junk bonds," are speculative and generally involve
a higher  risk or loss of  principal  and income  than  higher-rated  securities
("High Yield  Securities").  High Yield  Securities are subject to certain risks
that may not be present with investments in high grade securities. The prices of
High Yield  Securities  tend to be less  sensitive to interest rate changes than
higher-rated investments, but may be more sensitive to adverse economic changes.
A strong  economic  downturn or a substantial  period of rising  interest  rates
could severely affect the market for High Yield Securities.


                                       5
<PAGE>

      Municipal   obligations   that  are  high  yield  securities  rated  below
investment grade  ("Municipal High Yield  Securities") are deemed by Moody's and
S&P to be predominantly speculative with respect to the issuer's capacity to pay
interest  and repay  principal  and may involve  major risk  exposure to adverse
conditions.  "Municipal High Yield Securities," unless otherwise noted,  include
unrated  securities  deemed to be rated below  investment  grade by the Adviser.
Ratings  of  Municipal  High Yield  Securities  represent  the rating  agencies'
opinions  regarding  their  quality,  are not a guarantee  of quality and may be
reduced  after a Fund has  acquired  the  security.  Credit  ratings  attempt to
evaluate the safety of principal  and interest  payments and do not evaluate the
risks of  fluctuations in market value.  Also,  rating agencies may fail to make
timely  changes in credit ratings in response to subsequent  events,  so that an
issuer's  current  financial  condition  may be better or worse  than the rating
indicates.

      Municipal  High Yield  Securities  generally  offer a higher current yield
than higher grade  issues.  However,  Municipal  High Yield  Securities  involve
higher  risks,  in that they are  especially  subject to adverse  changes in the
general economic  conditions,  in economic  conditions of an issuer's geographic
area and in the  industries  or  activities  in which  the  issuer  is  engaged.
Municipal High Yield Securities are also especially  sensitive to changes in the
financial  condition  of the issuer and to price  fluctuations  in  response  to
changes in interest rates. Accordingly,  the yield on lower rated Municipal High
Yield Securities will fluctuate over time.  During periods of economic  downturn
or rising  interest rates,  municipal  issuers may experience  financial  stress
which could  adversely  affect their  ability to make  payments of principal and
interest and increase the possibility of default.

      In addition, Municipal High Yield Securities are frequently traded only in
markets  where the  number of  potential  purchasers  and  sellers,  if any,  is
limited.  This factor may limit a Fund's ability to acquire such  securities and
to sell such  securities  at their  fair  value in  response  to  changes in the
economy or the financial  markets,  especially for unrated  Municipal High Yield
Securities. Although unrated Municipal High Yield Securities are not necessarily
of lower  quality than rated  Municipal  High Yield  Securities,  the market for
rated Municipal High Yield Securities generally is broader than that for unrated
Municipal High Yield  Securities.  Adverse  publicity and investor  perceptions,
whether or not based on fundamental  analysis,  may also decrease the values and
liquidity of Municipal  High Yield  Securities,  especially  in a thinly  traded
market.

      INVERSE  FLOATERS.  Each Fund may  invest  up to 10% of its net  assets in
derivative  securities  on which  the rate of  interest  varies  inversely  with
interest rates on similar  securities or the value of an index. For example,  an
inverse  floating rate  security may pay interest at a rate that  increases as a
specified  interest rate index decreases but decreases as that index  increases.
The secondary  market for inverse  floaters may be limited.  The market value of
such securities  generally is more volatile than that of a fixed rate obligation
and, like most debt  obligations,  will vary  inversely with changes in interest
rates. The interest rates on inverse floaters may be significantly reduced, even
to zero, if interest rates rise.

      LOANS OF PORTFOLIO SECURITIES.  Each Fund may loan securities to qualified
broker-dealers or other institutional  investors,  provided the borrower pledges
to the Fund and agrees to  maintain  at all times with the Fund cash  collateral
equal to not less than 100% of the value of the securities  loaned (plus accrued
interest or  dividend),  if any, the loan is  terminable at will by the Fund, it


                                       6
<PAGE>

pays only reasonable custodian fees in connection with the loan, and the Adviser
monitors the  creditworthiness  of the borrower throughout the life of the loan.
Such  loans may be  terminated  by a Fund at any  time,  and a Fund may vote the
proxies if a material  event  affecting the  investment is to occur.  The market
risk  applicable to any security  loaned  remains a risk of a Fund. The borrower
must add to the  collateral  whenever the market value of the  securities  rises
above the level of such  collateral.  A Fund could incur a loss if the  borrower
should fail  financially  at a time when the value of the loaned  securities  is
greater than the collateral.  The primary  objective of such lending function is
to  supplement a Fund's  income  through  investment  of the cash  collateral in
short-term interest bearing  obligations.  INSURED  INTERMEDIATE TAX EXEMPT FUND
has a non-fundamental policy that the aggregate value of portfolio securities it
can lend will not exceed 10% of its net assets,  and INSURED TAX EXEMPT FUND may
not make such loans in excess of 10% of its total assets.

      MUNICIPAL  INSTRUMENTS.  Each  Fund may  invest in the following  types of
Municipal Instruments:

      MUNICIPAL  BONDS.  Municipal bonds are debt obligations that generally are
issued to obtain funds for various public  purposes and have a time to maturity,
at  issuance,  of more  than one  year.  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 full faith and credit for the
payment of principal and interest. Revenue bonds generally are payable only from
revenues  derived from a particular  facility or class of facilities or, in some
cases,  from the  proceeds of a special tax or other  specific  revenue  source.
There  are  variations  in the  security  of  municipal  bonds,  both  within  a
particular  classification  and between  classifications,  depending on numerous
factors.  The yields on municipal  bonds depend on, among other things,  general
money market  conditions,  condition  of the  municipal  bond market,  size of a
particular  offering,  the maturity of the  obligation and rating of the issuer.
Generally,  the value of municipal bonds varies inversely to changes in interest
rates. See Appendix A for a description of municipal bond ratings.

      PRIVATE ACTIVITY BONDS OR INDUSTRIAL  DEVELOPMENT BONDS.  Certain types of
revenue  bonds,  referred to as private  activity  bonds  ("PABs") or industrial
development bonds ("IDBs"),  are issued by or on behalf of public authorities to
obtain  funds to provide  for various  privately  operated  facilities,  such as
airports or mass transportation facilities.  Most PABs and IDBs are pure revenue
bonds and are not backed by the taxing power of the issuing agency or authority.
See "Taxes" for a discussion of special tax consequences to "substantial users,"
or persons related thereto, of facilities financed by PABs or IDBs.

      CERTIFICATES  OF  PARTICIPATION.  Certificates of  Participation  ("COPs")
provide   participation   interests  in  lease  revenues  and  each  certificate
represents a proportionate  interest in or right to the  lease-purchase  payment
made under  municipal  lease  obligations or  installment  sales  contracts.  In
certain states,  COPs constitute a majority of new municipal  financing  issues.
The  possibility  that a  municipality  will not  appropriate  funds  for  lease
payments is a risk of investing in COPs,  although this risk is mitigated by the
fact that each COP will be  covered by the  insurance  feature.  The  applicable
Fund's  Board of  Directors  or  Trustees  (each,  a  "Board")  has  established
guidelines for  determining  the liquidity of the COPs in the applicable  Fund's
portfolio  and,  subject to review by that  Fund's  Board,  has  delegated  that
responsibility to the Adviser.  Pursuant to these  guidelines,  the Adviser will

                                       7
<PAGE>


consider (1) the frequency of trades and quotes for the security, (2) the number
of dealers  willing to  purchase  or sell the  security  and the number of other
potential  buyers,  (3) the willingness of dealers to undertake to make a market
in the security,  (4) the nature of the marketplace,  namely, the time needed to
dispose of the security,  the method of  soliciting  offers and the mechanics of
transfer,  (5) the coverage of the  obligation by new issue  insurance,  (6) the
likelihood that the  marketability of the obligation will be maintained  through
the time the  security is held by a Fund,  and (7) for unrated  COPs,  the COPs'
credit  status  analyzed by the Adviser,  according  to the factors  reviewed by
rating agencies.

      MUNICIPAL  NOTES.  Municipal  notes  which  a Fund  may  purchase  will be
principally  tax  anticipation   notes,   bond   anticipation   notes,   revenue
anticipation  notes and project  notes.  The  obligations  are sold by an issuer
prior to the occurrence of another revenue producing event to bridge a financial
gap for such issuer.  Municipal  notes are usually  general  obligations  of the
issuing  municipality.  Project  notes are issued by housing  agencies,  but are
guaranteed  by the U.S.  Department  of Housing  and Urban  Development  and are
secured by the full faith and credit of the United States.  Such municipal notes
must be rated  MIG-1 by Moody's  or SP-1 by S&P or have  insurance  through  the
issuer or an  independent  insurance  company.  A description  of municipal note
ratings is contained in Appendix B.

      VARIABLE RATE DEMAND  INSTRUMENTS.  VRDIs are Municipal  Instruments,  the
interest on which is adjusted  periodically and which allow the holder to demand
payment of all unpaid  principal plus accrued  interest from the issuer.  A VRDI
that a Fund may purchase will be selected if it meets criteria  established  and
designed  by the  applicable  Fund's  Board to  minimize  risk to that Fund.  In
addition, a VRDI must be rated MIG-1 by Moody's or SP-1 by S&P or insured by the
issuer or an independent insurance company.  There is a recognized  after-market
for VRDIs.

      VARIABLE  RATE AND FLOATING  RATE NOTES.  Each Fund may invest in variable
rate and floating rate notes,  which are derivatives,  issued by municipalities.
Variable  rate  notes  include  master  demand  notes,   which  are  obligations
permitting  the holder to invest  fluctuating  amounts,  which may change  daily
without penalty,  pursuant to direct  arrangements  between the Fund, as lender,
and the borrower. The interest rates on these notes fluctuate from time to time.
The issuer of such obligations normally has a corresponding right, after a given
period,  to prepay in its discretion  the  outstanding  principal  amount of the
obligations plus accrued interest upon a specified number of days' notice to the
holders of such obligations.

      The  interest  rate on a  floating  rate  obligation  is  based on a known
lending rate,  such as a bank's prime rate, and is adjusted  automatically  each
time such rate is adjusted.  The interest rate on a variable rate  obligation is
adjusted automatically at specified intervals.  Frequently, such obligations are
secured by letters of credit or other credit  support  arrangements  provided by
banks.  Because these  obligations are direct lending  arrangements  between the
lender and borrower, it is not contemplated that such instruments generally will
be traded,  and there is generally  no  established  secondary  market for these
obligations,  although  they are  redeemable at face value.  Accordingly,  where
these  obligations  are not secured by letters of credit or other credit support
arrangements,  the right of a Fund to redeem is  dependent on the ability of the
borrower to pay agencies.


                                       8
<PAGE>

      REPURCHASE AGREEMENTS.  A repurchase agreement essentially is a short-term
collateralized  loan.  The lender (a Fund) agrees to purchase a security  from a
borrower  (typically  a  broker-dealer)  at  a  specified  price.  The  borrower
simultaneously  agrees to  repurchase  that same security at a higher price on a
future date (which  typically is the next business day). The difference  between
the purchase price and the repurchase price effectively  constitutes the payment
of interest. In a standard repurchase  agreement,  the securities which serve as
collateral  are  transferred  to the Fund's  custodian  bank.  In a  "tri-party"
repurchase agreement, these securities would be held by a different bank for the
benefit of the Fund as buyer and the  broker-dealer as seller. In a "quad-party"
repurchase  agreement,  the  Fund's  custodian  bank also is made a party to the
agreement.  INSURED  INTERMEDIATE  TAX  EXEMPT  FUND may enter  into  repurchase
agreements  with  banks  which are  members  of the  Federal  Reserve  System or
securities  dealers  who are  members of a national  securities  exchange or are
market  makers  in  government  securities.   The  period  of  these  repurchase
agreements  will usually be short,  from  overnight to one week,  and at no time
will a Fund invest in repurchase  agreements  with more than one year in time to
maturity.  The securities which are subject to repurchase  agreements,  however,
may have  maturity  dates in excess of one year from the  effective  date of the
repurchase  agreement.  A Fund will always  receive,  as collateral,  securities
whose market value,  including accrued  interest,  which will at all times be at
least equal to 100% of the dollar amount invested by the Fund in each agreement,
and the Fund will make payment for such securities  only upon physical  delivery
or evidence  of book entry  transfer  to the  account of the  custodian.  If the
seller  defaults,  the Fund  might  incur a loss if the value of the  collateral
securing the repurchase agreement declines, and might incur disposition costs in
connection  with  liquidating  the  collateral.  In addition,  if  bankruptcy or
similar  proceedings  are commenced  with respect to the seller of the security,
realization  upon the collateral by the Fund may be delayed or limited.  INSURED
INTERMEDIATE TAX EXEMPT FUND may not enter into a repurchase agreement with more
than seven  days to  maturity  if, as a result,  more than 15% of the Fund's net
assets  would be  invested  in such  repurchase  agreements  and other  illiquid
investments.

      RESTRICTED SECURITIES AND ILLIQUID  INVESTMENTS.  No Fund will purchase or
otherwise acquire any security if, as a result,  more than 15% of its net assets
(taken at current  value) would be invested in  securities  that are illiquid by
virtue of the  absence  of a readily  available  market or legal or  contractual
restrictions  on resale.  This  policy  includes  detachable  call  options  and
repurchase  agreements  maturing in more than seven  days.  This policy does not
include  restricted  securities  eligible for resale pursuant to Rule 144A under
the Securities Act of 1933, as amended ("1933 Act"),  which each Fund's Board or
the Adviser has determined under Board-approved guidelines are liquid.

      Restricted  securities  which are  illiquid  may be sold only in privately
negotiated  transactions  or  in  public  offerings  with  respect  to  which  a
registration  statement is in effect under the 1933 Act. Such securities include
those that are subject to restrictions contained in the securities laws of other
countries. Where registration is required, a Fund may be obligated to pay all or
part of the registration  expenses and a considerable  period may elapse between
the time of the  decision to sell and the time the Fund may be permitted to sell
a security under an effective registration statement.  If, during such a period,
adverse market conditions were to develop,  a Fund might obtain a less favorable
price than prevailed when it decided to sell.


                                       9
<PAGE>

      In recent years,  a large  institutional  market has developed for certain
securities  that are not  registered  under  the  1933  Act,  including  private
placements,  repurchase  agreements,  commercial paper,  foreign  securities and
corporate bonds and notes.  These  instruments are often  restricted  securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration.  Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend  on  an  efficient   institutional  market  in  which  such  unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment.  Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain  institutions  is not  dispositive of
the liquidity of such investments.

      Rule  144A  under  the  1933  Act  establishes  a "safe  harbor"  from the
registration  requirements of the 1933 Act for resales of certain  securities to
qualified institutional buyers.  Institutional markets for restricted securities
that  might  develop  as a  result  of Rule  144A  could  provide  both  readily
ascertainable  values for restricted  securities and the ability to liquidate an
investment in order to satisfy share redemption  orders. An insufficient  number
of qualified  institutional  buyers interested in purchasing Rule  144A-eligible
securities held by a Fund, however,  could affect adversely the marketability of
such  portfolio  securities  and a Fund  might  be  unable  to  dispose  of such
securities promptly or at reasonable prices.

      Over-the-counter  ("OTC") options and their underlying collateral are also
considered illiquid investments.  While the Funds have no intention of investing
in options in the coming year, if any Fund does so, the assets used as cover for
OTC options written by the Fund would not be considered  illiquid unless the OTC
options are sold to qualified dealers who agree that the Fund may repurchase any
OTC option it writes at a maximum  price to be calculated by a formula set forth
in the option  agreement.  The cover for an OTC option  written  subject to this
procedure  would be  considered  illiquid  only to the extent  that the  maximum
repurchase price under the formula exceeds the intrinsic value of the option.

      TAXABLE  SECURITIES.  Each Fund may invest up to 20% of its  assets,  on a
temporary basis, in high quality fixed income obligations, the interest on which
is subject to Federal and state or local income taxes.  A Fund may, for example,
invest the proceeds from the sale of portfolio securities in taxable obligations
pending the investment or reinvestment thereof in Municipal Instruments.  A Fund
may invest in highly liquid taxable  obligations in order to avoid the necessity
of liquidating portfolio investments to meet redemptions by Fund investors. Each
Fund's  temporary   investments  in  taxable   securities  may  consist  of  (1)
obligations of the U.S. Government, its agencies or instrumentalities, (2) other
debt  securities  or  commercial  paper rated within the highest grade by S&P or
Moody's and (3)  certificates of deposit and letters of credit.  Certificates of
deposit  are  negotiable  certificates  issued  against  funds  deposited  in  a
commercial bank or a savings and loan  association for a definite period of time
and earning a specific return.

      U.S.  GOVERNMENT  OBLIGATIONS.  Securities  issued  or  guaranteed  as  to
principal  and  interest  by the  U.S.  Government  include  (1)  U.S.  Treasury
obligations,  which differ only in their interest rates, maturities and times of
issuance as follows:  U.S. Treasury bills (maturities of one year or less), U.S.
Treasury  notes  (maturities  of one to ten  years),  and  U.S.  Treasury  bonds
(generally  maturities of greater than ten years); and (2) obligations issued or



                                       10
<PAGE>

guaranteed by U.S. Government agencies and instrumentalities  that are backed by
the full faith and credit of the United States, such as securities issued by the
Federal Housing  Administration,  Government National Mortgage Association,  the
Department of Housing and Urban Development, the Export-Import Bank, the General
Services  Administration and the Maritime  Administration and certain securities
issued by the Farmers Home Administration and the Small Business Administration.
The range of maturities of U.S.  Government  obligations is usually three months
to thirty years.

      WHEN-ISSUED  SECURITIES.  Each Fund may invest up to 25% of its net assets
in securities issued on a when-issued or delayed delivery basis,  which involves
an arrangement whereby delivery of, and payment for, the instruments occur up to
45 days after the agreement to purchase the  instruments  is made by a Fund. The
purchase price to be paid by a Fund and the interest rate on the  instruments to
be purchased are both  selected when the Fund agrees to purchase the  securities
on a "when-issued"  basis. A Fund generally would not pay for such securities or
start earning interest on them until they are issued or received.  However, when
a Fund purchases debt  obligations on a when-issued  basis, it assumes the risks
of ownership,  including the risk of price fluctuation, at the time of purchase,
not at the  time of  receipt.  Failure  of the  issuer  to  deliver  a  security
purchased by a Fund on a when-issued  basis may result in such Fund  incurring a
loss or missing an opportunity to make an  alternative  investment.  When a Fund
enters into a commitment  to purchase  securities  on a  when-issued  basis,  it
establishes a separate account on its books or with its custodian  consisting of
cash,  U.S.  Government  securities or other liquid  high-grade  debt securities
equal to the  amount of the  Fund's  commitment,  which are valued at their fair
market value.  If on any day the market value of this  segregated  account falls
below the value of the Fund's  commitment,  the Fund will be required to deposit
additional  cash or  qualified  securities  into the account  until equal to the
value of the Fund's commitment.  When the securities to be purchased are issued,
a Fund will pay for the securities  from available  cash, the sale of securities
in the segregated  account,  sales of other  securities and, if necessary,  from
sale of the when-issued  securities  themselves  although this is not ordinarily
expected.  Securities  purchased on a when-issued  basis are subject to the risk
that yields  available in the market,  when delivery takes place,  may be higher
than the rate to be received on the  securities a Fund is committed to purchase.
Sale  of  securities  in the  segregated  account  or  sale  of the  when-issued
securities may cause the realization of a capital gain or loss.

      ZERO  COUPON  SECURITIES.  Each Fund may invest in zero  coupon  municipal
securities.  Zero coupon securities are debt obligations that do not entitle the
holder to any periodic payment of interest prior to maturity or a specified date
when the securities begin paying current interest. They are issued and traded at
a discount from their face amount or par value,  which discount varies depending
on the time remaining  until cash payments  begin,  prevailing  interest  rates,
liquidity  of the  security  and the  perceived  credit  quality of the  issuer.
Original  issue  discount  earned  each year on zero coupon  securities  must be
accounted for by the Fund that holds the  securities for purposes of determining
the amount it must distribute that year to continue to qualify for tax treatment
as a regulated  investment company. See "Taxes." Thus, a Fund may be required to
distribute as a dividend an amount that is greater than the total amount of cash
it actually receives. These distributions must be made from a Fund's cash assets
or, if  necessary,  from the proceeds of sales of portfolio  securities.  A Fund
will not be able to purchase  additional  income-producing  securities with cash
used to make such  distributions,  and its current  income  ultimately  could be
reduced as a result.  The market prices of zero coupon securities  generally are



                                       11
<PAGE>

more volatile than the prices of securities that pay interest  periodically  and
in cash and are likely to respond  to  changes  in  interest  rates to a greater
degree than do other types of debt  securities  having  similar  maturities  and
credit quality.

                        FUTURES AND OPTIONS STRATEGIES

      While the Funds have the  ability  to engage in the  futures  and  options
strategies  discussed  below,  none of the Funds have the current  intention  of
doing so. Subject to the lack of any current intention to do so, the Adviser may
engage in certain options and futures strategies to hedge each Fund's portfolio,
in other  circumstances  permitted by the Commodities Futures Trading Commission
("CFTC")  and engage in  certain  options  strategies  to  enhance  income.  The
instruments  described below are sometimes  referred to collectively as "Hedging
Instruments." Certain special characteristics of and risks associated with using
Hedging  Instruments  are discussed  below.  In addition to the  non-fundamental
investment  guidelines  (described below) adopted by each Fund's Board to govern
each Fund's  investments  in Hedging  Instruments,  use of these  instruments is
subject to the applicable  regulations of the Securities and Exchange Commission
("SEC"),  the  several  options  and futures  exchanges  upon which  options and
futures contracts are traded and the CFTC.

      Participation in the options or futures markets involves  investment risks
and  transaction  costs to which a Fund would not be  subject  absent the use of
these strategies.  If the Adviser's  prediction of movements in the direction of
the   securities  and  interest  rate  markets  are   inaccurate,   the  adverse
consequences  to a Fund  may  leave  the Fund in a worse  position  than if such
strategies  were  not  used.  A Fund  might  not  employ  any of the  strategies
described  below,  and there can be no assurance that any strategy will succeed.
The use of  these  strategies  involve  certain  special  risks,  including  (1)
dependence  on the  Adviser's  ability to  predict  correctly  movements  in the
direction of interest rates and  securities  prices,  (2) imperfect  correlation
between  the  price of  options,  futures  contracts  and  options  thereon  and
movements in the prices of the securities being hedged, (3) the fact that skills
needed  to use  these  strategies  are  different  from  those  needed to select
portfolio  securities and (4) the possible  absence of a liquid secondary market
for any particular instrument at any time.

      COVER FOR HEDGING AND OPTION INCOME STRATEGIES.  No Fund will use leverage
in its hedging and option income  strategies.  No Fund will enter into a hedging
or option  income  strategy  that exposes the Fund to an  obligation  to another
party unless it owns either (1) an offsetting ("covered") position in securities
or other  options or futures  contracts or (2) cash and/or  other liquid  assets
with a value  sufficient at all times to cover its potential  obligations.  Each
Fund will comply with guidelines established by the SEC with respect to coverage
of hedging and option income  strategies by mutual funds and, if required,  will
set aside cash and/or liquid  assets in a segregated  account with its custodian
in the prescribed amount.  Securities or other options or futures positions used
for cover and assets held in a segregated  account  cannot be sold or closed out
while the  hedging or option  income  strategy  is  outstanding  unless they are
replaced with similar assets.  As a result,  there is a possibility that the use
of cover or  segregation  involving a large  percentage of a Fund's assets could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.



                                       12
<PAGE>

      OPTIONS STRATEGIES. Each Fund may purchase call options on securities that
the Adviser  intends to include in its  portfolio  in order to fix the cost of a
future purchase. Call options also may be used as a means of participating in an
anticipated price increase of a security. In the event of a decline in the price
of the underlying security, use of this strategy would serve to limit the Fund's
potential  loss to the option premium paid;  conversely,  if the market price of
the  underlying  security  increases  above the exercise price and a Fund either
sells or exercises the option, any profit eventually realized will be reduced by
the  premium.  Each Fund may  purchase  put options in order to hedge  against a
decline in the market value of securities held in its portfolio.  The put option
enables a Fund to sell the  underlying  security at the  predetermined  exercise
price;  thus the  potential  for loss to the Fund  below the  exercise  price is
limited to the  option  premium  paid.  If the  market  price of the  underlying
security is higher  than the  exercise  price of the put option,  any profit the
Fund  realizes on the sale of the  security  will be reduced by the premium paid
for the put option less any amount for which the put option may be sold.

      Each Fund may write covered call options on securities to increase  income
in the form of premiums received from the purchasers of the options.  Because it
can be expected  that a call option will be exercised if the market value of the
underlying security increases to a level greater than the exercise price, a Fund
will  write  covered  call  options on  securities  generally  when the  Adviser
believes that the premium received by the Fund, plus anticipated appreciation in
the market  price of the  underlying  security up to the  exercise  price of the
option,  will be  greater  than  the  total  appreciation  in the  price  of the
security.  The  strategy  may be used to provide  limited  protection  against a
decrease in the market  price of the  security in an amount equal to the premium
received for writing the call option less any  transaction  costs.  Thus, if the
market price of the underlying  security held by a Fund declines,  the amount of
such  decline  will be  offset  wholly or in part by the  amount of the  premium
received by the Fund. If,  however,  there is an increase in the market price of
the underlying security and the option is exercised,  the Fund will be obligated
to sell the security at less than its market value.  A Fund gives up the ability
to sell the  portfolio  securities  used to cover the call option while the call
option is outstanding.  Such  securities may also be considered  illiquid in the
case of OTC  options  written  by a Fund,  to the  extent  described  under  and
therefore   subject  to  each  Fund's  limitation  on  investments  in  illiquid
securities.  In  addition,  a Fund could lose the ability to  participate  in an
increase in the value of such  securities  above the exercise  price of the call
option  because  such an increase  would  likely be offset by an increase in the
cost of closing  out the call  option (or could be negated if the buyer chose to
exercise  the call option at an exercise  price  below the  securities'  current
market value).

      Each Fund may write put options.  A put option gives the  purchaser of the
option the right to sell,  and the writer  (seller) the  obligation  to buy, the
underlying  security at the exercise price during the option period.  So long as
the obligation of the writer  continues,  the writer may be assigned an exercise
notice by the broker-dealer  through which such option was sold, requiring it to
make payment of the exercise price against delivery of the underlying  security.
The operation of put options in other  respects,  including  their related risks
and rewards,  is  substantially  identical to that of call  options.  A Fund may
write covered put options in  circumstances  when the Adviser  believes that the
market price of the  securities  will not decline below the exercise  price less
the premiums received.  If the put option is not exercised,  a Fund will realize
income in the amount of the premium  received.  This technique  could be used to
enhance current return during periods of market uncertainty.  The risk in such a
transaction  would be that the market  price of the  underlying  security  would


                                       13
<PAGE>

decline below the exercise price less the premiums  received,  in which case the
Fund would expect to suffer a loss.

      Currently,  options on debt  securities  are  primarily  traded on the OTC
market.  OTC options are contracts between a Fund and the opposite party with no
clearing organization  guarantee.  Thus, when a Fund purchases an OTC option, it
relies on the dealer from which it has  purchased the OTC option to make or take
delivery of the securities underlying the option. Failure by the dealer to do so
would  result in the loss of the premium paid by the Fund as well as the loss of
the expected benefit of the transaction.

      OPTIONS  GUIDELINES.  In view of the risks  involved in using  options,  a
Fund's Board may adopt non-fundamental  investment guidelines to govern a Fund's
use of options that may be modified by each Board without  shareholder vote: (1)
options will be purchased or written only when the Adviser  believes  that there
exists a liquid secondary market in such options;  and (2) a Fund may purchase a
put or call option if the value of the option's  premium,  when  aggregated with
the premiums on all other  options  held by such Fund,  exceeds 5% of the Fund's
total assets. However, this does not limit the amount of a Fund's assets at risk
to 5%.

      SPECIAL  CHARACTERISTICS  AND  RISKS OF  OPTIONS  TRADING.  Each  Fund may
effectively terminate its right or obligation under an option by entering into a
closing  transaction.  If a Fund  wishes to  terminate  its  obligation  to sell
securities  under a put or call option it has  written,  the Fund may purchase a
put or call option of the same series (that is, an option identical in its terms
to the put or call  option  previously  written);  this is  known  as a  closing
purchase transaction. Conversely, in order to terminate its right to purchase or
sell specified  securities  under a call or put option it has purchased,  a Fund
may write an option of the same  series as the option  held;  this is known as a
closing sale  transaction.  Closing  transactions  essentially  permit a Fund to
realize  profits or limit losses on its options  positions prior to the exercise
or expiration of the option. Whether a profit or loss is realized from a closing
transaction  depends on the price  movement of the  underlying  security and the
market value of the option.

      The value of an option  position  will reflect,  among other  things,  the
current  market  price of the  underlying  security,  the time  remaining  until
expiration,  the  relationship  of the exercise  price to the market price,  the
historical  price  volatility  of the  underlying  security  and general  market
conditions.  For this reason,  the  successful  use of options  depends upon the
Adviser's  ability  to  forecast  the  direction  of price  fluctuations  in the
underlying securities.

      Options  normally have  expiration  dates of up to nine months.  Unless an
option  purchased  by a Fund is  exercised  or unless a closing  transaction  is
effected with respect to that position, a loss will be realized in the amount of
the premium paid and any transaction costs.

      Closing transactions may be effected with respect to options traded in the
OTC markets  (currently the primary markets for options on debt securities) only
by  negotiating  directly  with the other  party to the option  contract or in a
secondary  market for the  option if such  market  exists.  Although a Fund will
enter into OTC options only with dealers that agree to enter into,  and that are
expected to be capable of entering into, closing transactions with a Fund, there
is no  assurance  that the Fund  will be able to  liquidate  an OTC  option at a
favorable  price at any time prior to expiration.  In the event of insolvency of


                                       14
<PAGE>

the  opposite  party,  a  Fund  may  be  unable  to  liquidate  an  OTC  option.
Accordingly,  it may not be possible to effect closing transactions with respect
to certain  options,  with the result that a Fund would have to  exercise  those
options that it has  purchased  in order to realize any profit.  With respect to
options written by a Fund, the inability to enter into a closing transaction may
result in material losses to the Fund. For example, because a Fund must maintain
a covered  position with respect to any call option it writes,  the Fund may not
sell the  underlying  assets  used to cover an option  during  the  period it is
obligated under the option. This requirement may impair a Fund's ability to sell
a  portfolio  security  or  make an  investment  at a time  when  such a sale or
investment might be advantageous.

      A  Fund's  activities  in the  options  markets  may  result  in a  higher
portfolio turnover rate and additional brokerage costs; however, a Fund also may
save on  commissions  by using  options as a hedge rather than buying or selling
individual securities in anticipation or as a result of market movements.

      FUTURES STRATEGIES.  Each Fund may engage in futures strategies to attempt
to reduce the  overall  investment  risk that would  normally  be expected to be
associated with ownership of the securities in which it invests.

      Each Fund may use financial futures contracts and options thereon to hedge
the debt  portion  of its  portfolio  against  changes in the  general  level of
interest rates. A Fund may purchase a financial futures contract when it intends
to purchase debt  securities but has not yet done so. This strategy may minimize
the effect of all or part of an increase in the market price of those securities
because a rise in the price of the securities prior to their purchase may either
be offset by an increase in the value of the futures  contract  purchased by the
Fund or avoided by taking  delivery  of the debt  securities  under the  futures
contract.  Conversely,  a fall  in the  market  price  of  the  underlying  debt
securities  may result in a  corresponding  decrease in the value of the futures
position.  A Fund may sell a financial  futures contract in order to continue to
receive the income from a debt security,  while endeavoring to avoid part or all
of the decline in the market  value of that  security  that would  accompany  an
increase in interest rates.

      Each Fund may  purchase a call option on a financial  futures  contract to
hedge against a market advance in debt securities that the Fund plans to acquire
at a future  date.  A Fund also may write  covered  call  options  on  financial
futures  contracts  as a partial  hedge  against a decline  in the price of debt
securities  held in the Fund's  portfolio  or purchase  put options on financial
futures  contracts  in order to hedge  against  a  decline  in the value of debt
securities held in the Fund's portfolio.

      Each Fund will use futures  contracts and options  thereon  solely in bona
fide hedging transactions or under other circumstances permitted by the CFTC.

      FUTURES  GUIDELINES.  To  the  extent  that  a Fund  enters  into  futures
contracts  or options  thereon  other than for bona fide  hedging  purposes  (as
defined by the CFTC),  the  aggregate  initial  margin and premiums  required to
establish these positions  (excluding the  in-the-money  amount for options that
are  in-the-money at the time of purchase) will not exceed 5% of the liquidation
value of the Fund's portfolio,  after taking into account unrealized profits and


                                       15
<PAGE>

losses on any  contracts  into which the Fund has entered.  This policy does not
limit a Fund's  risk to 5%.  The value of all  futures  sold will not exceed the
total market value of a Fund's portfolio.

      SPECIAL  CHARACTERISTICS  AND RISKS OF FUTURES  TRADING.  No price is paid
upon  entering  into futures  contracts.  Instead,  upon entering into a futures
contract,  a Fund is  required to deposit  with its  custodian  in a  segregated
account in the name of the  futures  broker  through  which the  transaction  is
effected  an  amount  of cash,  U.S.  Government  securities  or  other  liquid,
high-grade debt instruments generally equal to 3%-5% of the contract value. This
amount is known as  "initial  margin."  When  writing a put or call  option on a
futures  contract,  margin also must be deposited in accordance  with applicable
exchange  rules.  Initial  margin on  futures  contracts  is in the  nature of a
performance  bond  or  good-faith  deposit  that  is  returned  to a  Fund  upon
termination of the  transaction,  assuming all obligations  have been satisfied.
Under certain circumstances,  such as periods of high volatility,  a Fund may be
required by an exchange to  increase  the level of its initial  margin  payment.
Additionally,  initial  margin  requirements  may be increased  generally in the
future by regulatory action.  Subsequent payments, called "variation margin," to
and  from the  broker,  are made on a daily  basis as the  value of the  futures
position varies,  a process known as "marking to market."  Variation margin does
not involve borrowing to finance the futures transactions, but rather represents
a daily  settlement of a Fund's  obligation to or from a clearing  organization.
Each Fund is also obligated to make initial and variation  margin  payments when
it writes options on futures contracts.

      Holders and  writers of futures  positions  and options  thereon can enter
into offsetting closing transactions, similar to closing transactions on options
on securities,  by selling or purchasing,  respectively,  a futures  position or
options  position with the same terms as the position or option held or written.
Positions  in futures  contracts  and  options  thereon may be closed only on an
exchange  or board of trade  providing a  secondary  market for such  futures or
options.

      Under certain circumstances,  futures exchanges may establish daily limits
on the amount that the price of a futures  contract  or related  option may vary
either up or down from the previous day's settlement price. Once the daily limit
has been reached in a particular  contract,  no trades may be made that day at a
price beyond that limit.  The daily limit governs only price movements  during a
particular  trading day and therefore  does not limit  potential  losses because
prices could move to the daily limit for several  consecutive  trading days with
little or no trading and  thereby  prevent  prompt  liquidation  of  unfavorable
positions.  In such event, it may not be possible for a Fund to close a position
and, in the event of adverse  price  movements the Fund would have to make daily
cash  payments of variation  margin  (except in the case of purchased  options).
However,  in the event  futures  contracts  have  been  used to hedge  portfolio
securities,  such  securities  will  not be  sold  until  the  contracts  can be
terminated.  In such circumstances,  an increase in the price of the securities,
if any,  may  partially or  completely  offset  losses on the futures  contract.
However,  there is no guarantee that the price of the securities  will, in fact,
correlate  with the price  movements in the contracts and thus provide an offset
to losses on the contracts.

      Successful  use by a Fund of futures  contracts  and related  options will
depend upon the Adviser's  ability to predict  movements in the direction of the
overall  securities and interest rate markets,  which requires  different skills
and techniques than predicting  changes in the prices of individual  securities.
Moreover,  futures  contracts  relate  not to the  current  price  level  of the


                                       16
<PAGE>

underlying instrument but to the anticipated levels at some point in the future.
There is, in addition,  the risk that the  movements in the price of the futures
contract or related  option will not  correlate  with the movements in prices of
the securities being hedged.  In addition,  if a Fund has insufficient  cash, it
may have to sell  assets  from its  portfolio  to meet  daily  variation  margin
requirements.  Any such  sale of assets  may or may not be made at  prices  that
reflect  the rising  market.  Consequently,  a Fund may need to sell assets at a
time  when  such  sales are  disadvantageous  to the  Fund.  If the price of the
futures  contract or related  option moves more than the price of the underlying
securities,  a Fund  will  experience  either  a loss or a gain  on the  futures
contract  or  related  option,  that  may or may  not be  completely  offset  by
movements in the price of the securities that are the subject of the hedge.

      In addition to the possibility that there may be an imperfect correlation,
or no  correlation  at all,  between  price  movements in the futures or related
option  position and the  securities  being  hedged,  movements in the prices of
futures contracts and related options may not correlate perfectly with movements
in the  prices of the hedged  securities  because  of price  distortions  in the
futures market. As a result, a correct forecast of general market trends may not
result in successful  hedging  through the use of futures  contracts and related
options over the short term.

      Positions  in futures  contracts  may be closed out only on an exchange or
board of trade that  provides a secondary  market for such futures  contracts or
related  options.  Although  each Fund  intends to purchase or sell  futures and
related options only on exchanges or boards of trade where there appears to be a
liquid secondary market, there is no assurance that such a market will exist for
any particular  contract or option at any particular time. In such event, it may
not be  possible  to close a futures  or option  position  and,  in the event of
adverse price movements,  a Fund would continue to be required to make variation
margin payments.

      Like options on  securities,  options on futures  contracts have a limited
life.  The ability to establish and close out options on futures will be subject
to the development and maintenance of liquid  secondary  markets on the relevant
exchanges or boards of trade.  There can be no certainty  that liquid  secondary
markets for all options on futures contracts will develop.

      Purchasers  of options on futures  contracts  pay a premium in cash at the
time of purchase. This amount and the transaction costs are all that is at risk.
Sellers of options on a futures contract,  however, must post initial margin and
are subject to additional margin calls that could be substantial in the event of
adverse price movements. In addition, although the maximum amount at risk when a
Fund purchases an option is the premium paid for the option and the  transaction
costs,  there may be  circumstances  when the purchase of an option on a futures
contract  would result in a loss to the Fund when the use of a futures  contract
would not.

      Each Fund's  activities  in the futures  and related  options  markets may
result in a higher portfolio  turnover rate and additional  transaction costs in
the form of added  brokerage  commissions;  however,  the Fund  also may save on
commissions  by using futures and related  options as a hedge rather than buying
or selling individual securities or currencies in anticipation or as a result of
market movements.


                                       17
<PAGE>


                           INVESTMENT RESTRICTIONS

      The  investment  restrictions  set forth  below  have been  adopted by the
respective Fund and, unless identified as non-fundamental  policies,  may not be
changed  without the affirmative  vote of a majority of the  outstanding  voting
securities of that Fund. As provided in the  Investment  Company Act of 1940, as
amended ("1940 Act"), a "vote of a majority of the outstanding  voting se of the
Fund" means that the affirmative  vote of the lesser of (1) more than 50% of the
outstanding  shares of the Fund or (2) 67% or more of the  shares  present  at a
meeting,  if more than 50% of the  outstanding  shares  are  represented  at the
meeting in person or by proxy.  Except  with  respect to  borrowing,  changes in
values of a particular Fund's assets will not cause a violation of the following
investment  restrictions so long as percentage restrictions are observed by such
Fund at the time it purchases any security.

INSURED INTERMEDIATE TAX EXEMPT FUND.  INSURED INTERMEDIATE TAX EXEMPT FUND
will not:

      (1) Issue senior securities.

      (2) Purchase any security (other than obligations of the U.S.  Government,
its agencies or  instrumentalities)  if as a result,  with respect to 75% of the
Fund's  total  assets  more than 5% of such  assets  would then be  invested  in
securities of a single issuer.

      (3) With respect to 75% of its total assets, purchase more than 10% of the
outstanding voting securities of any one issuer or more than 10% of any class of
securities of one issuer (all debt and all preferred stock of an issuer are each
considered a single class for this purpose).

      (4) Buy  or  sell  real  estate  or  interests  in  oil,  gas  or  mineral
exploration,  or senior  securities  (as  defined  in the 1940  Act);  provided,
however, the Fund may invest in Municipal  Instruments secured by real estate or
interests in real estate.

      (5) Act as an  underwriter,  except to the extent that, in connection with
the disposition of portfolio  securities,  it may be deemed to be an underwriter
under certain Federal securities laws.

      (6) Make  loans,  except  loans of  portfolio  securities  and  repurchase
agreements.

      (7) Borrow money  except for  temporary  or  emergency  purposes  (not for
leveraging  or  investment)  in an amount not  exceeding  5% of the value of its
total  assets  (including  the amount  borrowed)  less  liabilities  (other than
borrowings).  Any  borrowings  that  exceeds 5% of the value of the Fund's total
assets by reason  of a  decline  in net  assets  will be  reduced  within  three
business  days to the extent  necessary to comply with the 5%  limitation.  This
policy  shall not  prohibit  deposits of assets to provide  margin or  guarantee
positions in connection with transactions in options, futures contracts,  swaps,
forward contracts, and other derivative instruments or the segregation of assets
in connection with such transactions.

      The  following  investment  restrictions  are not  fundamental  and may be
changed without shareholder approval. The Fund will not:



                                       18
<PAGE>

      (1) Invest  more  than 15% of its  net  assets  in  repurchase  agreements
maturing  in more than seven  days or in other  illiquid  securities,  including
securities  that are  illiquid by virtue of the  absence of a readily  available
market or legal or contractual restrictions as to resale.

      (2) Purchase or sell physical  commodities  unless acquired as a result of
ownership of securities  (but this  restriction  shall not prevent the Fund from
purchasing  or  selling  options,  futures  contracts,  caps,  floors  and other
derivative instruments, engaging in swap transactions or investing in securities
or other instruments backed by physical commodities).

      (3) To the extent that the Fund enters into futures contracts,  options on
futures  contracts and options on foreign  currencies traded on a CFTC-regulated
exchange, in each case that is not for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish these
positions  (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after  taking  into  account  unrealized  profits and  unrealized  losses on any
contracts  the Fund has  entered  into.  This  policy  does not  limit to 5% the
percentage of the Fund's assets that are at risk in futures  contracts,  options
on futures contracts and currency options.

      (4) Pledge  assets,  except  that the Fund may pledge its assets to secure
borrowings made in accordance with fundamental investment restriction (7) above,
provided the Fund maintains  asset coverage of at least 300% for pledged assets;
provided,  however,  this  limitation  will not prohibit  escrow,  collateral or
margin  arrangements  in  connection  with the  Fund's use of  options,  futures
contracts or options on futures contracts.

      (5) Purchase  securities  on margin,  except that the Fund may obtain such
short-term  credits as are  necessary  for the  clearance of  transactions,  and
provided  that  margin  payments  and other  deposits  made in  connection  with
transactions in options, futures contracts,  swaps, forward contracts, and other
derivative  instruments shall not be deemed to constitute  purchasing securities
on margin.

      INSURED TAX EXEMPT FUND.  INSURED TAX EXEMPT FUND will not:

      (1) Borrow money  except for  temporary  or  emergency  purposes  (not for
leveraging  or  investment)  in an amount not  exceeding  5% of the value of its
total  assets  (including  the amount  borrowed)  less  liabilities  (other than
borrowings).  Any  borrowings  that  exceed 5% of the value of the Fund's  total
assets by reason  of a  decline  in net  assets  will be  reduced  within  three
business  days to the extent  necessary to comply with the 5%  limitation.  This
policy  shall not  prohibit  deposits of assets to provide  margin or  guarantee
positions in connection with transactions in options, futures contracts,  swaps,
forward contracts, and other derivative instruments or the segregation of assets
in connection with such transactions.

      (2) Make  loans  (the  purchase  of a  portion  of an  issue  of  publicly
distributed  debt  securities  is not  considered  the  making  of a  loan).  In
addition, the Insured Tax Exempt Fund's Board of Directors may on the request of
broker-dealers  or other  institutional  investors,  which  it deems  qualified,
authorize  the  Fund to  lend  securities  for the  purpose  of  covering  short
positions of the borrower, but only when the borrower pledges cash collateral to

 
                                       19
<PAGE>

the Fund and agrees to maintain such  collateral so that it amounts at all times
to at least 100% of the value of the securities. Such security loans will not be
made if as a result the  aggregate  of such loans exceed 10% of the value of the
Fund's gross assets.

     (3) Invest more than 5% of the value of its gross  assets,  at the time of
purchase, in securities of any one issuer (except obligations of the U.S.
Government).

      (4) Purchase  securities in an amount to exceed 5% of its gross assets, of
unseasoned issuers,  including their predecessors,  which have been in operation
less than three years.

      (5) Invest in any  municipal  bonds unless they will be insured  municipal
bonds or unless they are already  insured under an insurance  policy obtained by
the issuer or underwriter thereof.

      (6) Issue senior securities.

      (7) Invest in securities of other investment companies, except in the case
of money market funds offered  without selling  commissions,  or in the event of
merger with another investment company.

      (8) Underwrite  any issue of  securities,  although  the Fund may purchase
municipal  bonds  directly from the issuer  thereof for investment in accordance
with the Fund's investment objective, policy and limitations.

      (9) Purchase or sell real estate, but this shall not prevent the Fund from
investing  in  municipal  bonds or other  obligations  secured by real estate or
interests therein.

     (10) Invest  in  oil,  gas or  other  mineral  exploration  or  development
programs.

     (11) Purchase or retain the  securities  of any  issuer,  if, to the Fund's
knowledge,  those officers and directors of the Adviser,  who  individually  own
beneficially  more than 1/2 of 1% of the  outstanding  securities of such issuer
together own beneficially more than 5% of such outstanding securities.

     (12) Purchase  securities  which  would not enable the Fund to qualify as a
regulated  investment company qualified to pay  exempt-interest  dividends under
the Internal Revenue Code of 1986, as amended (the "Code").

      The Fund has adopted the following non-fundamental investment restrictions
which may be changed without shareholder  approval.  These restrictions  provide
that the Fund will not:

      (1) Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities,  including  repurchase  agreements not
entitling the holder to payment of principal and interest  within seven days and
any securities that are illiquid by virtue of legal or contractual  restrictions
on resale or the absence of a readily  available market.  The Directors,  or the
Fund's  investment  adviser  acting  pursuant  to  authority  delegated  by  the
Directors,  may determine that a readily  available market exists for securities
eligible for resale  pursuant to Rule 144A under the  Securities Act of 1933, as



                                       20
<PAGE>

amended,  or any other  applicable  rule, and therefore that such securities are
not subject to the foregoing limitation.

      (2) Purchase or sell physical  commodities  unless acquired as a result of
ownership of securities  (but this  restriction  shall not prevent the Fund from
purchasing  or  selling  options,  futures  contracts,  caps,  floors  and other
derivative instruments, engaging in swap transactions or investing in securities
or other instruments backed by physical commodities).

      (3) To the extent that the Fund enters into futures contracts,  options on
futures  contracts and options on foreign  currencies traded on a CFTC-regulated
exchange, in each case that is not for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish these
positions  (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after  taking  into  account  unrealized  profits and  unrealized  losses on any
contracts  the Fund has  entered  into.  This  policy  does not  limit to 5% the
percentage of the Fund's assets that are at risk in futures  contracts,  options
on futures contracts and currency options.

      (4) Pledge  assets,  except  that the Fund may pledge its assets to secure
borrowings made in accordance with fundamental investment restriction (1) above,
provided the Fund maintains  asset coverage of at least 300% for pledged assets;
provided,  however,  this  limitation  will not prohibit  escrow,  collateral or
margin  arrangements  in  connection  with the  Fund's use of  options,  futures
contracts or options on futures contracts.

      (5) Purchase  securities  on margin,  except that the Fund may obtain such
short-term  credits as are  necessary  for the  clearance of  transactions,  and
provided  that  margin  payments  and other  deposits  made in  connection  with
transactions in options, futures contracts,  swaps, forward contracts, and other
derivative  instruments shall not be deemed to constitute  purchasing securities
on margin.

      NEW  YORK  INSURED  TAX  FREE FUND.  NEW YORK  INSURED  TAX FREE FUND will
not:

      (1) Borrow money  except for  temporary  or  emergency  purposes  (not for
leveraging  or  investment)  in an amount not  exceeding  5% of the value of its
total  assets  (including  the amount  borrowed)  less  liabilities  (other than
borrowings).  Any  borrowings  that  exceed 5% of the value of the Fund's  total
assets by reason  of a  decline  in net  assets  will be  reduced  within  three
business  days to the extent  necessary to comply with the 5%  limitation.  This
policy  shall not  prohibit  deposits of assets to provide  margin or  guarantee
positions in connection with transactions in options, futures contracts,  swaps,
forward contracts, and other derivative instruments or the segregation of assets
in connection with such transactions.

      (2) Make  loans,  except  by  purchase  of debt  obligations  and  through
repurchase  agreements.  However,  the Fund's  Board of  Directors  may,  on the
request  of  broker-dealers  or other  institutional  investors  which they deem
qualified,  authorize the Fund to loan securities to cover the borrower's  short
position;  provided,  however,  the  borrower  pledges to the Fund and agrees to
maintain at all times with the Fund cash collateral  equal to not less than 100%
of the value of the securities  loaned;  and, further provided,  that such loans
will not be made if the value of all such loans,  repurchase agreements maturing

                                       21
<PAGE>

in more than seven  days and other  illiquid  assets is  greater  than an amount
equal to 15% of the Fund's net assets.

      (3) Invest  more than 25% of the  Fund's  total  assets  (taken at current
value) in the obligations of one or more issuers having their principal business
activities in the same industry.

      (4)  Purchase a  Municipal  Instrument  unless it is an Insured  Municipal
Instrument,  or is already  insured by a policy of insurance or, as to uninsured
municipal  commercial  paper or  municipal  notes,  is  supported by a letter of
credit or other similar guarantee obtained by the issuer or underwriter thereof.

      (5) Underwrite  securities  issued by other  persons  except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under Federal securities laws.

      (6) Buy  or  sell  real  estate  or  interests  in  oil,  gas  or  mineral
exploration,  or issue senior securities (as defined in the 1940 Act); provided,
however, the Fund may invest in Municipal  Instruments secured by real estate or
interests in real estate.

      The  Fund   has   adopted   the   following   non-fundamental   investment
restrictions,   which  may  be  changed  without   shareholder   approval.   The
restrictions provide that the Fund will not:

      (1) Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities,  including  repurchase  agreements not
entitling the holder to payment of principal and interest  within seven days and
any securities that are illiquid by virtue of legal or contractual  restrictions
on resale or the absence of a readily  available market.  The Directors,  or the
Fund's  investment  adviser  acting  pursuant  to  authority  delegated  by  the
Directors,  may determine that a readily  available market exists for securities
eligible for resale  pursuant to Rule 144A under the  Securities Act of 1933, as
amended,  or any other  applicable  rule, and therefore that such securities are
not subject to the foregoing limitation.

      (2) Purchase or sell physical  commodities  unless acquired as a result of
ownership of securities  (but this  restriction  shall not prevent the Fund from
purchasing  or  selling  options,  futures  contracts,  caps,  floors  and other
derivative instruments, engaging in swap transactions or investing in securities
or other instruments backed by physical commodities).

      (3) To the extent that the Fund enters into futures contracts,  options on
futures  contracts and options on foreign  currencies traded on a CFTC-regulated
exchange, in each case that is not for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish these
positions  (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after  taking  into  account  unrealized  profits and  unrealized  losses on any
contracts  the Fund has  entered  into.  This  policy  does not  limit to 5% the
percentage of the Fund's assets that are at risk in futures  contracts,  options
on futures contracts and currency options.

      (4) Pledge  assets,  except  that the Fund may pledge its assets to secure
borrowings made in accordance with fundamental investment restriction (1) above,


                                       22
<PAGE>

provided the Fund maintains  asset coverage of at least 300% for pledged assets;
provided,  however,  this  limitation  will not prohibit  escrow,  collateral or
margin  arrangements  in  connection  with the  Fund's use of  options,  futures
contracts or options on futures contracts.

      (5) Purchase  securities  on margin,  except that the Fund may obtain such
short-term  credits as are  necessary  for the  clearance of  transactions,  and
provided  that  margin  payments  and other  deposits  made in  connection  with
transactions in options, futures contracts,  swaps, forward contracts, and other
derivative  instruments shall not be deemed to constitute  purchasing securities
on margin.

      (6) With  respect  to  75%  of  the  Fund's  total  assets,  purchase  the
securities of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the  securities  of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.

      (7) Invest in the securities of other  investment  companies or investment
trusts except to the extent permitted by law.

      MULTI-STATE INSURED TAX FREE FUND.  Each Single State Fund will not:

      (1) Borrow money  except for  temporary  or  emergency  purposes  (not for
leveraging  or  investment)  in an amount not  exceeding  5% of the value of its
total  assets  (including  the amount  borrowed)  less  liabilities  (other than
borrowings). Any borrowings that exceed 5% of the value of a Fund's total assets
by reason of a decline in net assets will be reduced  within three business days
to the extent necessary to comply with the 5% limitation.  This policy shall not
prohibit  deposits  of  assets  to  provide  margin or  guarantee  positions  in
connection  with  transactions in options,  futures  contracts,  swaps,  forward
contracts,  and other  derivative  instruments  or the  segregation of assets in
connection with such transactions.

      (2) Purchase,  as to 75% of each  Fund's  total  assets  (taken at current
value),  the securities of any issuer (other than the U.S.  Government) if, as a
result thereof,  more than 5% of the total assets of such Fund would be invested
in the  securities  of such  issuer.  When the assets and revenues of an agency,
instrumentality or political subdivision issuing a Municipal Instrument or other
security  are  distinct  from the assets and  revenues of the  government  which
created the issuing  entity,  and the  Municipal  Instrument is supported by the
issuing  entity's  assets and revenues,  the issuing  entity is deemed to be the
sole  issuer  of  the  Municipal  Instrument  or  security.   If  an  industrial
development  bond is  supported  only by the  payments  of the  non-governmental
beneficiary  of the  industrial  development  bond,  then such  non-governmental
entity is deemed to be the sole issuer.  With respect to pre-refunded bonds, the
Adviser  considers  an escrow  account  to be the  issuer of such bonds when the
escrow account consists solely of U.S. Government  obligations fully substituted
for the obligation of the issuing municipality.

      (3) Purchase the securities of any issuer (other than the U.S. Government)
if,  as a result  thereof,  any Fund  would  hold  more than 10% of any class of
securities (including any class of voting securities) of such issuer.


                                       23
<PAGE>

      (4) Purchase the  securities  of an issuer if such  purchase,  at the time
thereof,  would cause more than 5% of the value of the total  assets of any Fund
to be invested in securities of issuers which,  including  predecessors,  have a
record of less than three years' continuous operation.

      (5) Purchase the  securities of other  investment  companies or investment
trusts,  except as they may be  acquired as part of a merger,  consolidation  or
acquisition of assets.

      (6) Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under Federal securities laws.

      (7) Buy or sell real estate or interests in oil, gas or mineral
exploration,  or senior  securities  (as  defined  in the 1940  Act);  provided,
however, each Fund may invest in Municipal Instruments secured by real estate or
interests in real estate.

      (8) Make loans, except by purchase of debt obligations, publicly
distributed  bonds or debentures (which are not considered  loans),  and through
repurchase agreements.

      MULTI-STATE  INSURED TAX FREE FUND,  on behalf of each Single  State Fund,
has adopted the following non-fundamental investment restrictions,  which may be
changed without shareholder approval.  These restrictions provide that each Fund
will not:

      (1) Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities,  including  repurchase  agreements not
entitling the holder to payment of principal and interest  within seven days and
any securities that are illiquid by virtue of legal or contractual  restrictions
on resale or the  absence of a readily  available  market.  The  Trustees or the
Adviser,  acting pursuant to authority delegated by the Trustees,  may determine
that a readily  available  market  exists  for  securities  eligible  for resale
pursuant to Rule 144A under the Securities Act of 1933, as amended, or any other
applicable  rule,  and  therefore  that such  securities  are not subject to the
foregoing limitation.

      (2) Purchase or sell physical  commodities  unless acquired as a result of
ownership of securities (but this  restriction  shall not prevent each Fund from
purchasing  or  selling  options,  futures  contracts,  caps,  floors  and other
derivative instruments, engaging in swap transactions or investing in securities
or other instruments backed by physical commodities).

      (3) To the extent that the Fund enters into futures contracts,  options on
futures  contracts and options on foreign  currencies traded on a CFTC-regulated
exchange, in each case that is not for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish these
positions  (excluding the amount by which options are "in-the-money" at the time
of purchase) may not exceed 5% of the liquidation value of the Fund's portfolio,
after  taking  into  account  unrealized  profits and  unrealized  losses on any
contracts  the Fund has  entered  into.  This  policy  does not  limit to 5% the
percentage of the Fund's assets that are at risk in futures  contracts,  options
on futures contracts and currency options.


                                       24
<PAGE>

      (4) Pledge assets, except that a Fund may pledge its assets to secure
borrowings made in accordance with fundamental investment restriction (1) above,
provided such Fund maintains asset coverage of at least 300% for pledged assets;
provided,  however,  this  limitation  will not prohibit  escrow,  collateral or
margin  arrangements  in  connection  with  a  Fund's  use of  options,  futures
contracts or options on futures contracts.

      (5) Purchase securities on margin, except that a Fund may obtain such
short-term  credits as are  necessary  for the  clearance of  transactions,  and
provided  that  margin  payments  and other  deposits  made in  connection  with
transactions in options, futures contracts,  swaps, forward contracts, and other
derivative  instruments shall not be deemed to constitute  purchasing securities
on margin.

                                  INSURANCE

      The municipal  bonds in each Fund's  portfolio will be insured as to their
scheduled  payments of principal and interest at the time of purchase either (1)
under a  Mutual  Fund  Insurance  Policy  written  by an  independent  insurance
company; (2) under an insurance policy obtained subsequent to a municipal bond's
original  issue  (a  "Secondary  Market  Insurance  Policy");  or (3)  under  an
insurance policy obtained by the issuer or underwriter of such municipal bond at
the time of  original  issuance  (a "New Issue  Insurance  Policy").  An insured
municipal  bond in a Fund's  portfolio  typically will be covered by only one of
the three  policies.  For instance,  if a municipal bond is already covered by a
New Issue Insurance  Policy or a Secondary Market  Insurance  Policy,  then that
security  will not be  additionally  insured  under the  Mutual  Fund  Insurance
Policy.

      Each Fund has purchased a Mutual Fund  Insurance  Policy  ("Policy")  from
AMBAC Assurance Corporation ("AMBAC"), a Wisconsin stock insurance company, with
its principal  executive  offices in New York City.  The Policy  guarantees  the
payment of principal and interest on municipal  bonds  purchased by a Fund which
are eligible for insurance  under the Policy.  Municipal  bonds are eligible for
insurance if they are approved by AMBAC prior to their purchase by a Fund. AMBAC
furnished  each Fund with an approved  list of  municipal  bonds at the time the
Policy was issued and  subsequently  provides amended and modified lists of this
type at periodic intervals.  AMBAC may withdraw  particular  securities from the
approved  list and may limit the  aggregate  amount of each issue or category of
municipal bonds therein,  in each case by notice to a Fund prior to the entry by
the Fund of an order to  purchase a  specific  amount of a  particular  security
otherwise  eligible for  insurance  under the Policy.  The approved  list merely
identifies  issuers  whose  issues may be eligible  for  insurance  and does not
constitute approval of, or a commitment by, AMBAC to insure such securities.  In
determining eligibility for insurance, AMBAC has applied its own standards which
correspond  generally  to the  standard it  normally  uses in  establishing  the
insurability  of new issues of municipal bonds and which are not necessarily the
criteria  which would be used in regard to the purchase of municipal  bonds by a
Fund. The Policy does not insure:  (1) obligations of, or securities  guaranteed
by, the United States of America or any agency or instrumentality  thereof;  (2)
municipal  bonds which were insured as to payment of  principal  and interest at
the time of their  issuance;  (3) municipal  bonds purchased by a Fund at a time
when they were  ineligible for insurance;  (4) municipal bonds which are insured
by insurers other than AMBAC;  and (5) municipal bonds which are no longer owned


                                       25
<PAGE>


by a Fund. AMBAC has reserved the right at any time, upon 90 days' prior written
notice to a Fund, to refuse to insure any additional  municipal  bonds purchased
by a Fund, on or after the effective date of such notice. If AMBAC so notifies a
Fund,  the Fund will attempt to replace AMBAC with another  insurer.  If another
insurer cannot be found to replace AMBAC,  the Fund may ask its  shareholders to
approve continuation of its business without insurance.

      In the event of nonpayment  of interest or principal  when due, in respect
of an insured  municipal bond,  AMBAC is obligated under the Policy to make such
payment  not later than 30 days after it has been  notified  by a Fund that such
nonpayment  has  occurred  (but not earlier  than the date such payment is due).
AMBAC, as regards insurance  payments it may make, will succeed to the rights of
a Fund. Under the Policy, a payment of principal on an insured municipal bond is
due for payment when the stated  maturity date has been reached,  which does not
include  any  earlier due date by reason of  redemption,  acceleration  or other
advancement  of  maturity  or  extension  or  delay  in  payment  by  reason  of
governmental action.

      The Policy  does not  guarantee  the market  value or yield of the insured
municipal  bonds or the net asset value or yield of a Fund's shares.  The Policy
will be effective  only as to insured  municipal  bonds owned by a Fund.  In the
event of a sale by a Fund of a municipal  bond  insured  under the  Policy,  the
insurance  terminates  as to such  municipal  bond on the  date of  sale.  If an
insured  municipal  bond in default is sold by a Fund,  AMBAC is liable only for
those payments of interest and principal which are then due and owing and, after
making  such  payments,  AMBAC  will have no  further  obligations  to a Fund in
respect of such municipal  bond. It is the intention of each Fund,  however,  to
retain any insured  securities  which are in default or in  significant  risk of
default and to place a value on the defaulted  securities  equal to the value of
similar insured  securities which are not in default.  While a defaulted bond is
held by a Fund, the Fund continues to pay the insurance premium thereon but also
collects interest payments from the insurer and retains the right to collect the
full amount of principal from the insurer when the municipal bond comes due. See
"Determination of Net Asset Value" for a more complete description of the Funds'
method of valuing  securities in default and securities which have a significant
risk of default.

      Each  Fund may  purchase  a  Secondary  Market  Insurance  Policy  from an
independent  insurance company rated in the top rating category by S&P, Moody's,
Fitch  IBCA,  Inc.   ("Fitch")  or  any  other  nationally   recognized   rating
organization  which insures a particular bond for the remainder of its term at a
premium rate fixed at the time such bond is purchased by a Fund.  It is expected
that  these  premiums  will range  from 1% to 5% of par  value.  Such  insurance
coverage will be noncancellable  and will continue in force so long as such bond
so insured is outstanding. Each Fund may also purchase municipal bonds which are
already insured under a Secondary  Market  Insurance  Policy. A Secondary Market
Insurance  Policy could enable a Fund to sell a municipal  bond to a third party
as an AAA/Aaa  rated insured  municipal  bond at a market price higher than what
otherwise  might be  obtainable  if the security were sold without the insurance
coverage.  (Such rating is not  automatic,  however,  and must  specifically  be
requested for each bond.) Any  difference  between the excess of a bond's market
value as an AAA/Aaa rated bond over its market value without such rating and the
single premium payment would inure to a Fund in determining the net gain or loss
realized by a Fund upon the sale of the bond.


                                       26
<PAGE>

      In addition to the contract of insurance relating to each Fund, there is a
contract of insurance  between AMBAC and Executive  Investors Trust.  Otherwise,
neither AMBAC nor any affiliate thereof, has any material business relationship,
direct or indirect, with the Funds.

      AMBAC is a  Wisconsin-domiciled  stock insurance  corporation regulated by
the  Office of the  Commissioner  of  Insurance  of the State of  Wisconsin  and
licensed to do business in 50 states, the District of Columbia, the Territory of
Guam and the  Commonwealth of Puerto Rico, with admitted assets of approximately
$[ ] (unaudited) and statutory  capital of  approximately $[ ] (unaudited) as of
December 31, 1998. Statutory capital consists of AMBAC's  policyholders' surplus
and statutory  contingency reserve.  S&P, Moody's and Fitch have each assigned a
triple-A claims-paying ability rating to AMBAC.

      AMBAC has  obtained a private  letter  ruling  from the  Internal  Revenue
Service to the  effect  that the  insuring  of an  obligation  by AMBAC will not
affect the  treatment  for  Federal  income tax  purposes  of  interest  on such
obligation and that insurance  proceeds  representing  maturing interest paid by
AMBAC under policy provisions  substantially identical to those contained in its
municipal bond insurance policy shall be treated for Federal income tax purposes
in the same manner as if such  payments were made by the issuer of the municipal
bonds. Investors should understand that a private letter ruling may not be cited
as  precedent  by  persons  other  than the  taxpayer  to whom it is  addressed;
nevertheless,  those  rulings  may be  viewed  as  generally  indicative  of the
Internal Revenue  Service's views on the proper  interpretation  of the Code and
the regulations thereunder.

      AMBAC makes no  representation  regarding the municipal  bonds included in
the investment  portfolio of each Fund or the  advisability of investing in such
municipal bonds and makes no representation  regarding,  nor has it participated
in the preparation of, the Prospectus and this SAI.

      The  information  relating to AMBAC  contained above has been furnished by
AMBAC. No  representation  is made herein as to the accuracy or adequacy of such
information,  or as to the existence of any adverse changes in such information,
subsequent to the date hereof.

                         STATE SPECIFIC RISK FACTORS

      Set forth below is  discussion of risk factors with respect to some of the
Funds that invest  primarily in obligations of issuers from a particular  state.
This information has been prepared by local counsel to each Fund.

      RISK FACTORS FOR THE ARIZONA FUND.  Arizona's  economy continues on a path
of strong growth.  Economists at Arizona State University  project that the pace
may slow slightly, but no signs of any serious imbalances are present. Arizona's
economy has been  strengthened  by five  consecutive  years of  substantial  tax
reductions,  and  Arizona  is among the  fastest  growing  states.  The  state's
population  increased by approximately 22% during the 6-year period from 1990 to
1996.  During 1997,  Arizona's  population  was estimated at  approximately  4.5
million.  Homebuilding  and commercial  construction  is extremely  strong,  and
Phoenix  now  ranks  as the  sixth  largest  city in the  United  States  with a
population of approximately 1.2 million.  This growth in population will require
corresponding increases in revenues of Arizona issuers to meet increased demands


                                       27
<PAGE>

for infrastructure  development and various services, and the performance of the
State's economy will be critical to providing such increased revenues.

      Arizona's economy relies in part on services, construction,  manufacturing
dominated by electrical, transportation and military equipment, high technology,
government,  tourism,  and the  military.  The  Arizona  economy  has  generally
performed above the national average in recent years.  State  unemployment rates
have  remained  generally  comparable  to the national  average in recent years.
Arizona  has held a steady  position  among the top five  states  in  employment
growth since May 1993.  In August 1997,  Arizona's  rate of job creation  ranked
third in the nation.  Arizona's  personal  income  increased  approximately  7.3
percent in 1997. Although Arizona's economy is continuing to expand, restrictive
government  spending,  a decline in the construction sector, and resizing of the
defense  industry are expected to restrain the pace of expansion.  The condition
of the national  economy will  continue to be a significant  factor  influencing
Arizona's economy.

      Arizona is required by law to maintain a balanced budget.  To achieve this
objective,  the State has,  in the past,  utilized  a  combination  of  spending
reductions and tax increases.  Although  personal  income taxes have been cut by
28%,  at the end of 1997 the state had a budget  surplus of  approximately  $900
million.

      With respect to issuers of the  securities  in which the Arizona Fund will
invest,  Arizona's  state  constitution  limits the amount of debt  payable from
general tax revenue that may be  contracted  by the State to $350,000.  However,
certain other issuers have the power to issue obligations  payable from a source
of revenue that affects the whole or large  portions of the State.  For example,
the  Transportation  Board of the State of Arizona  Department of Transportation
may issue  obligations for highways that are paid from revenues  generated from,
among other sources,  state gasoline  taxes.  Salt River Project  Agricultural &
Improvement  District,  an agricultural  improvement  district that operates the
Salt River Project (a Federal  reclamation project and an electrical system that
generates, purchases, and distributes electric power to residential, commercial,
industrial,  and agricultural  power users in a 2,900  square-mile  service area
around Phoenix), may issue obligations payable from a number of sources.

      Arizona's state  constitution also restricts the debt payable from general
tax  revenues of certain of the State's  political  subdivisions  and  municipal
corporations.  No  county,  city,  town,  school  district,  or other  municipal
corporation of the State may for any purpose become indebted in any manner in an
amount exceeding six percent of the taxable property in such county, city, town,
school  district,  or other  municipal  corporation  without  the  approval of a
majority of the qualified electors thereof voting at an election provided by law
to be held for that purpose; provided,  however, that (i) under no circumstances
may any county or school  district  of the State  become  indebted  in an amount
exceeding 15% (or 30% in the case of a unified school  district) of such taxable
property, and (ii) any incorporated city or town of the State with such approval
may be allowed to become indebted up to an additional 20% for (a) supplying such
city or town water,  artificial  light, or sewers,  when the works for supplying
such  water,  light,  or  sewers  are or shall be owned  and  controlled  by the
municipality,  and (b) the acquisition and development by the incorporated  city
or  town  of  land  or  interests  therein  for  open  space  preserves,  parks,
playgrounds,  and  recreational  facilities.   Irrigation,   power,  electrical,

                                       28
<PAGE>

agricultural  improvements,  drainage,  flood  control,  and tax levying  public
improvement districts are, however,  exempt from the restrictions of the Arizona
Constitution.  There are also restrictions relating to such entities implemented
by statute.

      Annual  property tax levies for the payment of general  obligation  bonded
indebtedness of political  subdivisions and municipal corporations are unlimited
as to rate or amount  (other  than for  purposes  of  refunding  when  there are
certain  limits).  Other  obligations may be issued by such entities,  sometimes
without an  election,  which are  payable  from,  among other  sources,  project
revenues, special assessments, and excise taxes.

      Arizona political  subdivisions and municipal  corporations are subject to
certain other limitations on their ability to assess taxes and levies that could
affect their  ability to meet their  financial  obligations.  Subject to certain
exceptions,  the maximum amount of property taxes levied by any Arizona  county,
city,  town, or community  college district for their operations and maintenance
expenditures  cannot exceed the amount levied in a proceeding  year by more than
two percent.  Certain taxes are specifically  exempt from this limit,  including
taxes levied for debt service payments.

      In 1994,  the  Supreme  Court of Arizona  ruled that  Arizona's  statutory
financing  system for public  education was not in  compliance  with the Arizona
Constitution  and directed the Arizona  Legislature (the  "Legislature")  public
school  funding in Arizona.  The Supreme Court  further  ordered that the ruling
would have  prospective  application  only, that financing for public  education
should continue under existing statutes,  and that bonded indebtedness  incurred
under  the  existing  statues,  as long as they  are in  effect,  is  valid  and
enforceable.  In an effort to  respond  to the  Supreme  Court's  decision,  the
Legislature  established a school capital equity fund (the "Initial  Fund") with
an initial  appropriation  of $30 million and a subsequent  appropriation of $70
million.  The Initial Fund was  available to school  districts  that met certain
established  criteria. In 1997, the Supreme Court ruled that (i) the creation of
the Initial Fund did not cure the constitutional defect in the State's financing
for public  education,  and (ii) the  Legislature  must  adopt a  constitutional
funding  system for  public  education  by June 30,  1998.  If a  constitutional
funding  system is not adopted by June 30,  1998,  the State  Superintendent  of
Public  Instruction  and  State  Board of  Education  will not be  permitted  to
distribute funds to the school districts of the State.

      In 1997, the Legislature  established the "Assistance to Build  Classrooms
Fund"  (the "ABC  Fund").  The ABC Fund was  designed,  along  with the  amounts
available in the Initial  Fund,  to assist those school  districts  that did not
meet a minimum level of capital  funding on a per student  basis.  A hearing was
held  to  determine  whether  the  legislation  establishing  the ABC  Fund,  in
conjunction with the legislation  providing for the Initial Fund  (collectively,
the "Remedial  Legislation"),  brought the statutory financing system for public
education into compliance with the Arizona Constitution.  The court held that it
did not. The  Governor of Arizona  filed a special  action in the Supreme  Court
challenging  such  ruling,  but  the  Supreme  Court  ruled  that  the  Remedial
Legislation did not solve the public school funding problem. In establishing the
ABC Fund,  the  Legislature  provided  that the  Remedial  Legislation  would be
revoked  automatically  if the Supreme Court held that such  legislation did not
satisfy  the  requirements  of the Arizona  Constitution,  and,  therefore,  the
Remedial Legislation has been revoked.



                                       29
<PAGE>


      It is unclear  how the  Legislature  may  respond to the  Supreme  Court's
direction to enact  curative  legislation  or what the effect on Arizona  school
districts will be. No assurance can be given that the Supreme Court will approve
any legislative  response or that the Supreme Court will not take further action
in this  matter.  The effect of any  legislative  or judicial  action  cannot be
determined at this time.

      If a constitutional funding system is not adopted by June 30, 1998, and if
the Supreme Court orders the State  Superintendent of Public Instruction and the
State  Board of  Education  not to  distribute  funds to the  school  districts,
certain school districts may experience  severe adverse  financial  consequences
that may  adversely  affect the market  value of their  bonds and may, if severe
enough,  cause the  bankruptcy or insolvency of such districts and affect timely
payment  of their  bonds.  Such bonds may be held with  respect  to the  Arizona
Series.

      RISK  FACTORS  FOR  THE  CALIFORNIA   FUND.   Changes  in  the  California
Constitution  and other laws during the last several years have  restricted  the
ability of  California  taxing  entities to increase  real property tax revenues
and,  by limiting  various  other  taxes,  have  resulted in a reduction  in the
absolute amount,  or in the rate of growth,  of certain  components of state and
local revenues. These actions have raised additional questions about the ability
of California state and municipal  issuers to obtain  sufficient  revenue to pay
their bond obligations.  In 1978, California voters approved an amendment to the
California  Constitution  known as  "Proposition  13."  Proposition 13 limits ad
valorem taxes on real  property and restricts the ability of taxing  entities to
increase real property taxes.  Legislation  passed  subsequent to Proposition 13
provided for the assumption of certain local  obligations by the State.  Much of
this aid to  local  governments,  however,  was  eliminated  during  the  recent
recession, which was most acute in California from 1990 to 1995. During the same
period,  the  California  legislature  attempted  to offset  this loss of aid by
providing  additional funding sources (such as sales taxes) to local governments
and by reducing certain mandates for local services. There can, of course, be no
assurance that local  governments  will receive  sufficient  state assistance to
meet their obligations in a timely manner.

      Article XIIIB of the State's  Constitution may also have an adverse impact
on California  state and municipal  issuers.  Article XIIIB  restricts the State
from  spending  certain  appropriations  in  excess of an  appropriations  limit
imposed for each State and local government entity. This appropriations limit is
adjusted annually for changes in State per capita personal income and population
and,  when   applicable,   transfers   among   government   units  of  financial
responsibility  for providing services or of financial sources for the provision
of those  services.  The  appropriations  limit has exceeded the  appropriations
subject  thereto in each of the most recent  three fiscal years and is projected
to  exceed  those  appropriations  in both  the  1998-1999  fiscal  year and the
1999-2000  fiscal  year.  Payments of debt  service on bonds  authorized  by the
voters  are  exempt   from  this   limitation.   Revenues   in  excess  of  this
appropriations  limit are  divided  equally  between  transfers  to K-14  school
districts and refunds to taxpayers.

      In  1988,  Proposition  98  was  enacted  by  the  voters  of  California.
Proposition 98 changed state funding of public education below university level,
primarily by guaranteeing K-12 schools a minimum share of General Fund revenues.
Currently,  the Proposition 98 formulas  require the allocation of approximately
35% of General Fund revenues to such educational support.



                                       30
<PAGE>

      In November,  1996,  the voters of California  approved  Proposition  218.
Proposition  218, like Proposition 13, amended the California  Constitution.  It
requires any special  tax,  levy or fee imposed or  increased  since  January 1,
1995,  without  voter  consent to be  validated by a vote and certain new taxes,
fees,  charges and  assessments  and increases  therein to be approved by voters
prior to their  implementation  by  government  agencies.  Since the  passage of
Proposition 218, the bond ratings of several large California cities,  including
Los  Angeles and San Diego,  have been  downgraded  by  municipal  bond  ratings
services.

      Expenditures  exceeded  revenues  for four of the six fiscal  years ending
with  1992-1993,  and the  State  accumulated  and  sustained  a budget  deficit
approaching $2.8 billion at its peak at June 30, 1993. This accumulated  deficit
was financed  with revenue  anticipation  notes and  warrants  which  matured in
subsequent  fiscal years.  All of these notes have been paid, and there has been
no need to resort to this cross-year  borrowing since the 1994-1995 fiscal year.
The accumulated deficit was eliminated by the end of 1996.

      In August,  1998, the Legislature  approved a $75.4 billion budget for the
1998-1999 fiscal year which included a general fund budget of $57.3 billion,  up
from $49 billion in fiscal 1997.  The 1998-1999  budget  included  approximately
$1.4 billion in tax cuts.

      Like in other states,  the budgetary process in California often becomes a
negotiation among various political groups which is not resolved until after the
commencement of the relevant fiscal year. On July 21, 1998,  after the beginning
of the 1998-1999 fiscal year but prior to the adoption of the 1998-1999  budget,
a state  trial  court  issued a  preliminary  injunction  prohibiting  the State
Controller  from paying moneys from the State Treasury for the 1998-1999  fiscal
year,  with  certain  limited  exceptions,  in the  absence  of a State  budget,
irrespective  of  any  continuing   appropriation  .  (HOWARD  JARVIS  TAXPAYERS
ASSOCIATION  V.  KATHLEEN  CONNELL).  This  injunction  has been stayed  pending
appeal. No date has been set for the argument of this appeal.

      In January,  1999, the newly-elected  Governor  submitted a proposed $77.5
billion  budget,  with a $60.3  billion  General  Fund budget for 1998-99  which
projects a slight deficit to be financed from the state's reserves.  This budget
projects that General Fund revenues  will be lower than  previously  anticipated
due to the  overseas  economic  downturn.  This budget also  assumes  receipt of
approximately  $560 million as a first  installment  from the  settlement of the
tobacco  litigation,  one-time  revenue  from the  sale of  certain  assets  and
approximately  $400 million of federal aid above the levels currently  received.
The federal  government has publicly announced its belief that it is entitled to
a portion of the tobacco  settlement that has been awarded to the states.  As of
the date  hereof,  this claim has not been  resolved.  There can be no assurance
that this claim will be resolved in favor of the a\states or that the  projected
extra federal aid will be forthcoming.

      The rights of owners of California  governmental securities are subject to
the limitations on legal remedies against the  governmental  entity issuing such
securities,  including a limitation on  enforcement  of judgments  against funds
needed to service  the public  welfare  and  interest,  and in some  instances a
limitation  on the  enforcement  of judgments  against the  entity's  funds of a
fiscal year other than the fiscal year in which the payments were due.



                                       31
<PAGE>

      The CALIFORNIA FUND holds  securities of certain agencies that invested in
the Orange County  Investment  Pool (an  investmentality  of Orange County) (the
"Pool"),  including the Orange County Transportation  Authority ("OCTA") and the
South Orange County Public Finance Authority  ("SOCPA").  As of the date of this
SAI, all principal  and interest  payments have been made by OCTA and SOCPA when
due,  but  there is no  guarantee  that they  will be made in the  future.  Both
securities  issues  are  insured  by  a  nationally  recognized  municipal  bond
insurance corporation.  As of the date of this SAI, neither security has had its
rating downgraded by a nationally  recognized rating agency.  However,  although
each  insurance  company  that has  insured  obligations  of  entities  who were
invested in the Pool has indicated  its  intention to honor its policies,  there
can be no assurance at this time that each such insurance  company will have the
ability to pay the debt service on these  obligations when due or whether it may
raise defenses with respect to such policy.

      In addition,  should OCTA and/or SOCPA not make debt service payments when
due,  enforceability  of either's  obligations may become subject to the Federal
Bankruptcy   Code  and  applicable   bankruptcy,   insolvency,   reorganization,
moratorium,  or  similar  laws  relating  to or  affecting  the  enforcement  of
creditors' rights generally, now or hereafter in effect; equity principles which
may limit the  specific  enforcement  under State law of certain  remedies;  the
exercise by the United  States of America of the powers  delegated  to it by the
Constitution;  and the reasonable and necessary exercise, in certain exceptional
situations, of the police powers inherent in the sovereignty of the State of its
governmental  bodies in the  interest of serving a  significant  and  legitimate
public purpose. Bankruptcy proceedings, or the exercise of powers by the federal
or state governments,  if initiated,  could subject the owners of the securities
of any governmental  entity to judicial  discretion and  interpretation of their
rights in bankruptcy or otherwise,  and  consequently may entail risks of delay,
limitation, or modification of their rights.

      RISK FACTORS FOR THE COLORADO FUND. The COLORADO FUND will concentrate its
investments  in  debt  obligations  of the  State  of  Colorado  and  its  local
government  entities (the "Colorado  Obligations").  The  information  contained
herein is not intended to be a complete discussion of all relevant risk factors,
and there may be other  factors not discussed  herein that may adversely  affect
the  value  of and  the  payment  of  interest  and  principal  on the  Colorado
Obligations.

      The State of Colorado  issues no general  obligation  bonds secured by the
full faith and  credit of the State due to  limitations  contained  in the State
constitution.  Several agencies and instrumentalities of the State, however, are
authorized by statute to issue bonds  secured by revenue from specific  projects
and  activities.  Additionally,  the  State  currently  is  authorized  to issue
short-term revenue anticipation notes.

      There are  approximately  2,000  units of local  government  in  Colorado,
including counties,  statutory cities and towns,  home-rule cities and counties,
school districts and a variety of water, sewer and other special districts,  all
with  various  constitutional  and  statutory  authority to levy taxes and incur
indebtedness.  The major sources of revenue for payment of indebtedness of these
local  governments  are the ad valorem  property tax, which presently is imposed
and  collected  solely at the local  level,  sales and use taxes (for cities and
counties)  and revenue  from  special  projects.  Residential  real  property is
assessed at 9.74% of its actual  value for ad valorem  taxes  collected in 1999.
                                       32
<PAGE>

All other  property  is assessed at 29% of its actual  value,  except  producing
mines and oil and gas properties. Oil and gas properties are assessed at 87.5%.

      In 1997, the last year for which such information is currently  available,
the  assessed  valuation  of all real and  personal  property  in  Colorado  was
$38,536,664,770,  an  increase  of 14.7%  from  1996  levels.  In 1996 and 1997,
$2,784,138,646  and  $3,032,963,241,  respectively,  were  collected in property
taxes throughout Colorado. Sales and use taxes collected at the local level from
January 1, 1998  through June 30, 1998 (the most recent  information  available)
increased approximately 9.4% over those collected for the same period in 1997.

      Colorado's  economy has been robust for most of the 1990s,  fueled in part
by large public construction  projects, a healthy tourist economy, and increased
employment in the wholesale and retail trade and general services sectors and in
high tech  manufacturing.  Now,  most of the large  public  works  projects  are
completed  and  increases in tourism have slowed since the voters failed in 1993
to  approve an  extension  of the  statewide  tourism  tax.  For these and other
reasons, the growth of the Colorado economy is slowing. The unemployment rate is
increasing  (3.4% in November 1998),  although it still is below average for the
United States (4.4%), and Colorado's total non-agricultural employment, while at
record highs, has shown a lower growth rate recently.

      Employment in the service and trade  industries  represents  approximately
55%  of the  State's  nonagricultural  wage  and  salary  jobs,  and  government
employment represents  approximately 16%. Manufacturing represents only 10% and,
while total jobs in the sector are stable,  manufacturing is slowly falling as a
percentage of total employment.

      A 1992  amendment  to  the  State  Constitution  (the  "TABOR  Amendment")
restricts growth of State and local government spending to the rate of inflation
plus a growth factor (measured by population, school enrollment or construction,
depending on the  governmental  entity);  and requires voter approval of (a) all
new taxes or tax  increases  and (b) the issuance of most types of debt.  Though
the TABOR  Amendment  has not yet had a  material  adverse  effect on the credit
quality of State and local  governments,  it will  likely  reduce the  financial
flexibility  of all levels of government  in Colorado over time. In  particular,
local governments  dependent on taxes on residential property are being squeezed
between the TABOR  Amendment  requirements  of voter approval for increased mill
levies and an earlier State Constitutional amendment (the "Gallagher Amendment")
which has had the effect of lowering the assessment rate on residential property
from 21% to 9.74% over the past 12 years. Younger or rapidly growing residential
communities   with  large   infrastructure   requirements  may  have  particular
difficulty finding the revenues needed to finance their growth.

      RISK FACTORS FOR THE CONNECTICUT FUND. Traditionally, Connecticut has been
viewed primarily as a manufacturing  and industrial state.  While  manufacturing
remains an important sector of the State's economy, other sectors, particularly,
finance,  insurance, real estate, trade (wholesale and retail) and services have
expanded to provide  diversification tending to somewhat dilute the influence of
manufacturing.  In December of 1998, manufacturing provided approximately 16% of
total Connecticut  employment,  while the service sector provided  approximately
31% of the State's  employment.  The finance,  insurance  and real estate sector
provided  approximately  8% of the State's  employment.  A growing sector of the

                                       33
<PAGE>

State's economy is exports, which grew 14% in 1997 to $7.8 billion and comprised
over 6% of estimated Gross State Product.

      In the early 1990's, a variety of factors,  including  difficulties in the
banking  and  insurance  industries  in  New  England  (which  resulted  in  the
tightening of credit),  the reduction in defense  employment  (resulting from an
overall  decline in federal  defense  spending),  and the  softening of the real
estate and construction markets,  impeded the growth of the Connecticut economy.
Since 1993,  however,  the State's  economy  has  recovered.  Helped by a strong
national economy,  the State's economy continued to grow during Fiscal Year 1998
and  indicators of future  economic  activity are showing an upward  trend.  For
instance,  in October 1998, the increase in new housing permits was 20.3% higher
than in the same month of the prior year.

      Connecticut's  seasonally  adjusted October 1998 unemployment rate of 3.8%
represents a decrease from the 1997  unemployment rate of 4.7% and is lower than
the October  1998  national  unemployment  rate of 4.6%.  During the first three
quarters  of  1998,   the  State's  job  growth  in  non-farm   employment   was
approximately  2.4%,  greater than the national  average job growth rate of 1.4%
for the same period.  The fastest growing industries in the state are securities
services,  amusement  and  recreational  services,  hotel  and  lodging,  social
services,  business  services,  and general  building  contracting.  Much of the
State's  job  growth  has been  fueled by small  and  medium  sized  businesses.
However,  although the overall  employment  picture for the State is  improving,
many  of  Connecticut's   urban  centers  still  have  above  average  rates  of
unemployment.

      Connecticut's  per capita income for 1997, at $35,954,  was the highest in
the nation and 42.1% above the national average. However, State median household
income, adjusted for inflation, has declined by 25% since 1989. In addition, the
State is one of the top five in the  nation  for  income  inequality,  which may
threaten the State's long-term prospects for growth.

      The three major  sources of revenue for the State are the personal  income
tax, the sales and use taxes, and the corporation business tax. According to the
State Comptroller,  the personal income tax raised approximately $3.2 billion in
Fiscal Year 1998, an increase of $.4 billion over Fiscal Year 1997.

      According to the State Comptroller,  Fiscal Year 1998 ended with a General
Fund  operating  surplus of $389  million,  the  largest  surplus in more than a
decade.  The surplus was primarily due to strong revenue growth (a 6.2% increase
over the prior year). The State Comptroller  reported a surplus from the State's
General  Fund  operations  of  approximately  $93  million  for Fiscal Year 1993
(excluding proceeds received from deficit  financing);  a surplus of $51 million
for Fiscal Year 1994,  a deficit of $242 million for Fiscal Year 1995, a surplus
of $198  million for Fiscal Year 1996,  and a surplus of $252 million for Fiscal
Year 1997. On January 28, 1999, the State Comptroller's office reported that the
General Fund is projected to show an  operating  surplus of  approximately  $416
million for Fiscal Year 1999.

      The State's General Fund balance sheet, however,  which is presented using
Generally Accepted Accounting Principles,  showed a cumulative deficit of $694.3
million at the end of Fiscal Year 1998,  an increase of $24.3  million  from the
prior year. Over the past five years, the General Fund balance sheet deficit has
increased by almost 50%. The State Comptroller attributes the difference between


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<PAGE>

the General Fund's  operating  surplus and the increase in balance sheet deficit
primarily to the State's use of modified cash  accounting  for annual  budgeting
purposes.

      Fiscal Year 1998 expenditures from the General Fund increased by 5.6% over
the prior  year.  In her  November  3, 1998  letter to the  Governor,  the State
Comptroller  expressed concern that the State's  constitutional cap on spending,
for the first time since its inception in 1991,  was exceeded by $194.1  million
in 1998.

      In addition to the General Fund, the State also operates  several  Special
Revenue Funds which are often used as a means of earmarking or reserving certain
revenues to finance  particular  activities.  These include,  among others,  the
Transportation  Fund, the Grant and Loan Programs Fund and the Housing  Programs
Fund.  These Special Revenue Funds are generally funded by each fund's operating
revenues.  When the  operations  of all of the  State's  governmental  funds are
considered,  the State  showed an overall  surplus of $7 million in Fiscal  Year
1998. This surplus follows nine consecutive years of operating deficits.

      Connecticut's  net State bonded debt was $9.3 billion at the end of Fiscal
Year 1998.  In Fiscal Year 1998,  the State  issued $70  million in bonds.  Debt
service for bonded debt, as a percentage of governmental expenditures, increased
to 10.7% for Fiscal  Year 1998 from 9.1% for Fiscal Year 1997.  Connecticut  has
the  highest  per  capita  debt in the  nation.  Public  bonded  debt per capita
increased to $2,820 in Fiscal Year 1998 from $2,774 for the prior year.

      In  addition to bonded  debt,  the State has other  long-term  obligations
which, for Fiscal Year 1998, primarily consisted of unfunded pension obligations
of $6.761 billion,  unfunded  payments to employees for compensated  absences of
$264 million,  unfunded  workers'  compensation  payments of $279  million,  and
capital leases of $48 million.  When these  obligations are added to the State's
bonded  debt,   Connecticut's   total  State  debt  for  Fiscal  Year  1998  was
approximately  $16.7 billion,  a $233 million increase over the prior year. This
high debt  level  could  impact  bond  ratings,  increase  interest  cost on all
borrowings,  and reduce the  State's  flexibility  in future  budgets due to the
higher  fixed costs for debt  service.  As of  December  31,  1998,  Connecticut
general  obligation bonds were rated Aa3, AA, and AA by Moody's,  S&P, and Fitch
Investors Service, respectively.

      The authorization and issuance of State and municipal debt,  including the
purpose,  amount and nature  thereof,  the method and manner of  incurring  such
debt, the maturity and terms of repayment thereof, and other related matters are
governed by statute.  Pursuant to various  public acts or special bond acts, the
State has  authorized  and issued bonds for a variety of projects and  purposes.
The State has no constitutional or other limit on its power to issue obligations
or incur  indebtedness  other than that it may only borrow for public  purposes.
Section 3-21 of the Connecticut General Statutes does, however,  provide that no
indebtedness  for borrowed  money  payable from the General Fund tax receipts of
the State may be  authorized  by the General  Assembly  except such as shall not
cause the aggregate  amount of such  indebtedness  (with certain  exclusions) to
exceed 1.6 times the total  estimated  General  Fund tax  receipts  of the State
during the Fiscal Year in which any such authorization will become effective.


                                       35
<PAGE>

      In general,  the State has borrowed  money through the issuance of general
obligation  bonds, the payment of which is made from the General Fund and backed
by the full faith and credit of the State. However, the State also has the power
to authorize,  and has authorized and issued, revenue bonds payable from project
revenues and to some extent,  supported by a pledge of certain taxes. Such bonds
are not backed by the full faith and credit of the State. For example, the State
adopted legislation that provides for the issuance of the transportation-related
special tax  obligation  bonds,  the proceeds of which are to be used to pay for
improvements to the State's  transportation system. The bonds are payable solely
from motor vehicle, motor fuel and other  transportation-related taxes and fees,
charges  and other  receipts  pledged  therefor  and  deposited  in the  Special
Transportation Fund. The amount of revenues for any such project is dependent on
the  occurrence of future events and may thus differ  materially  from projected
amounts.

      In addition,  the State has established various Statewide  authorities and
two regional water authorities,  one of which has since become  independent,  to
finance revenue producing projects.  Five of such Statewide authorities have the
power to incur,  under certain  circumstances,  indebtedness for which the State
has contingent or, in limited cases, direct liability. In addition, recent State
statutes  have been enacted with respect to certain  bonds issued by the City of
West  Haven for which the State has  direct  guarantee  liability.  From time to
time,  pursuant to public or special  acts,  the State has created or authorized
the  creation  of other  authorities  with  power to incur  indebtedness  and to
finance  projects,  such  as  a  Statewide  health  and  educational  facilities
authority.  Indebtedness of such  authorities does not constitute a liability or
debt of the State.

      The State is a party to numerous legal proceedings. According to the State
Attorney  General,  most of these  proceedings  are  unlikely to have a material
adverse  affect on the  State's  finances.  There are,  however,  several  legal
proceedings  which, if decided against the State,  may result in material future
expenditures  for expanded  services or capital  facilities or may impair future
revenue  sources.  It  is  not  possible  to  determine  the  outcome  of  these
proceedings  or to  estimate  the  effects of adverse  decisions  on the State's
financial position.

      RISK FACTORS FOR THE FLORIDA FUND.  The following  information  is a brief
summary of factors affecting the economy of the state and does not purport to be
a complete description. This summary is based on publicly available information.
The Florida Fund has not independently verified the information.

      Municipal  instruments  of Florida  issuers may be  adversely  affected by
political,  economic and legal conditions and  developments  within the state of
Florida. In addition,  the Florida  constitution and statutes mandate a balanced
budget as a whole, and require each of the separate funds (General Revenue Fund,
Trust Funds and Working  Capital  Fund)  within the budget to be kept in balance
from currently available revenues each State fiscal year (July 1 - June 30). The
balanced budget requirement necessitates a continuous evaluation of receipts and
expenditures  and makes  Florida  vulnerable to a sharp  unexpected  decrease in
revenues.

      The state of Florida is not authorized by law to issue obligations to fund
governmental  operations;  but is  authorized  to issue bonds  pledging its full
faith and credit to finance or refinance the cost of state fixed capital  outlay
projects  upon approval by a vote of the  electors.  However,  Florida may issue
revenue  bonds  without a vote to finance or  refinance  the cost of state fixed


                                       36
<PAGE>

capital outlay projects which are payable solely from funds other than state tax
revenues.   Municipal   instruments   issued  by  cities,   counties  and  other
governmental   authorities  are  payable  either  from  their  general  revenues
(including  ad valorem and other taxes)  within their  jurisdiction  or revenues
from the underlying  project.  Revenue  obligations  issued by such governmental
bodies and other  entities are  customarily  payable only from revenues from the
particular project or projects involved. The limitations on the state of Florida
and its  governmental  agencies  and Florida  local  governmental  agencies  may
inhibit the ability of such issuers to repay existing municipal indebtedness and
otherwise  may affect their credit  standing.  In addition,  the ability of such
issuers  to  repay  revenue  bonds  will  be  dependent  on the  success  of the
particular project to which such bonds relate.

      Florida's  economy has diversified and has shifted  emphasis from resource
manufacturing to tourism, other services and trade. Economic development efforts
are  broadening.  Nevertheless,  economic  developments  affecting  the  service
industry,  the tourism  industry and high-tech  manufacturing  could have severe
effects  on the  Florida  economy.  Due  to the  development  of  amusement  and
educational  theme  parks,  the  seasonal  and  cyclical  character of Florida's
tourist industry has been reduced.  However,  a decline in the national economy,
competition   from  other   tourist   destinations,   crime  and   international
developments all may affect Florida tourism.

      While Florida's  population growth has traditionally helped its economy to
perform above the national average,  the rapid population growth  experienced by
the state in the 1980's has slowed down in the 1990's.  The state of Florida has
grown dramatically.  In 1950, Florida was the twentieth most populous state with
a population  of 2.8  million.  In 1980,  Florida was the seventh most  populous
state with a population of 9.7 million.  As of July 1997,  Florida's  population
was  approximately  14.7  million,  ranking  Florida as the fourth most populous
state nationally and the most populous of the southeastern states.

      Florida's  growth is partially  caused by the number of retirees moving to
take advantage of the favorable  climate.  In-migration has historically  been a
major driving force of Florida's economy. However, nationally, the growth in the
number of young  adults  and  retirees,  the two groups  most  likely to move to
Florida,  is  expected to decline  significantly,  as a result of changes in the
overall age  structure of the U.S.  population.  Demographers  expect  Florida's
population  growth  in the  1990's  to be  significantly  below the level of the
1980's.  Since 1985, the State's average annual rate of population  increase has
been  approximately  2.3%, as compared to an  approximately  1.0% average annual
increase  for the  nation as a whole.  The  average  annual  rate of  population
increase during the period 1991 to 1997 was 1.8%,  based on 1997 estimates.  The
state's  annual  population  growth is  expected to continue at close to 230,000
throughout the 1990's.

      Florida's  population  growth is one  reason  why  Florida's  economy  has
generally  performed  better  than the  nation  as a whole.  However,  continued
population  growth is no assurance  of a strong  economy.  In addition,  despite
projections for slower overall  population growth, an acceleration in the growth
rate of Florida's  school age  population  and over-80  population  is expected,
increasing the demands for government services particularly in the education and
health care areas.



                                       37
<PAGE>

      While Florida is a leading site for  retirement,  it is also  attracting a
significant number of working-age  people.  For instance,  since 1985, the prime
working-age  population (18-44 years of age) has grown at an average annual rate
of approximately 2.2%. As expected, job seekers moving to the State are settling
primarily in the metropolitan  areas,  such as Metro-Dade,  Orlando,  Tampa, St.
Petersburg and Jacksonville.  As of July 1997, Florida had approximately 856,000
persons  between the ages of 15-19,  996,000  persons between the ages of 20-39,
and  1,056,000  persons  between  the ages of 40 and 64. The share of  Florida's
total  working-age  population (18-59 years of age) to total state population is
approximately  54% and is not  expected to change  appreciably  through the year
2000.

      Due to the  large  number  of  retirees,  Florida's  personal  income  has
generally  been insulated from certain  economic  effects.  Florida's per capita
personal income grew by about 4.1% in 1997,  compared to the national average of
about  4.7%  during  1992  through  1997.   However,   because   Florida  has  a
proportionally  greater  retirement age population,  property income (dividends,
interest, and rent) and transfer payments (including social security and pension
benefits,  among other sources of income) are a relatively more important source
of income than in the nation, generally, and the southeast. Property income, and
transfer  payments are typically less sensitive to national business cycles than
employment income and therefore, have traditionally acted as a stabilizing force
within Florida's economy during weak economic periods.  Florida's retirement age
population, living in part on interest income, will be adversely affected by any
drops in  interest  rates.  Efforts  at both the  state  and  federal  level are
underway to reduce health care  expenditures  and Florida  relies more than most
other states on federal  Medicare and Medicaid  dollars targeted to the elderly.
In addition,  cuts in entitlements such as Social Security could have an adverse
impact on Florida's economy.  Feared entitlement cuts themselves have the effect
of reducing the consumer confidence of Florida's elderly population.

      The service sector is Florida's largest employer. Florida is predominantly
a  service-oriented  state,  in the bottom  fifth of states in per capita  value
added to the economy by manufacturing. In contrast, the southeast and the nation
have a greater  proportion of manufacturing jobs which tend to pay higher wages.
Consolidations,  restructurings  and failures in the service  sector,  in recent
years, have adversely affected the Florida economy.  In addition,  manufacturing
jobs in Florida differ  substantially from those available nationwide and in the
southeast, which are more concentrated in areas such as heavy equipment, primary
metals,  chemicals and textile mill  products.  Florida has a  concentration  of
manufacturing jobs in high-tech and high value-added sectors, such as electrical
and electronic  equipment,  as well as printing and  publishing.  These kinds of
manufacturing  jobs tend to be less cyclical  than other forms of  manufacturing
employment.  Florida's  manufacturing  sector has kept pace with the nation,  at
about 6% of the total U.S. manufacturing employment,  since the beginning of the
1990's.  However,  defense  cutbacks and a diminished space program will make it
difficult  to  expand  or  even  maintain  Florida's  existing  small  high-tech
manufacturing  base. The success or failure of efforts to increase the number of
high-tech jobs in connection with the Venture Star space plant,  Lockheed Martin
Corp.'s  reusable  launch  vehicle  in  Florida's  East  Coast and the impact of
initiatives to develop  technology based businesses along Florida's I-4 corridor
may effect  Florida's  ability to expand or maintain a  high-tech  manufacturing
base.



                                       38
<PAGE>


      In the area of international  trade, Florida is considered well positioned
to take advantage of strong economic growth in Latin America.  Florida's exports
to its top five Latin American markets (Brazil, Columbia,  Argentina,  Venezuela
and  Dominican  Republic)  reached $10 billion in 1994.  However,  poor economic
conditions in Asia could affect Latin American countries,  negatively  impacting
upon Florida's trade with Latin America.

      During  the  period  1985 - 1996,  the  state's  population  increased  an
estimated 26.1%. In the same period of time,  Florida's total employment grew by
approximately  28.5%.  Florida's population grew about 1.6% during the period of
July 1, 1997 to July 1, 1998.  In 1997,  Florida's  job base grew by about 2.6%,
however,  a large  portion of the new jobs were  temporary  positions.  In 1998,
Florida's service industries constituted about 90% of total non-farm employment.
The  average   unemployment   rate  in  Florida  from  1986  to  1997  has  been
approximately  6.2%, while the national average has been approximately  6.2%. In
January,  1998, however, the unemployment rate in Florida was 4.6% compared with
4.7% nationally.

      Florida's  economy  has been and  currently  is  dependent  on the  highly
cyclical construction and construction related manufacturing sectors.  Florida's
single and multi-family housing starts accounted for approximately 8.5% of total
U.S. housing starts in 1995,  although Florida's  population is 5.4% of the U.S.
population.   Total  housing  starts  grew  about  1%  between  1996  and  1997.
Traditionally,  Florida's  rapid growth in  population  has been a driving force
behind Florida's construction industry.  However,  factors such as a tight labor
market,   Federal  tax  reform,   the   availability   and  cost  of  financing,
overdevelopment,   impact  and  other  development  fees  and  Florida's  growth
management  legislation and  comprehensive  planning  requirements may adversely
affect  construction  activity.  Lower  interest  rates  will tend to  stimulate
construction, while increased rates will diminish construction activity.

      Tourism is one of Florida's most important industries.  Approximately 42.5
million domestic and international tourists visited Florida in 1996. In terms of
business  activities  and state tax  revenues,  tourists in Florida  effectively
represented additional residents, spending their dollars predominantly at eating
and drinking  establishments,  hotels and motels,  and amusement and  recreation
parks. Visitors to the state tend to arrive by aircraft slightly more so than by
automobile.  The  state's  tourist  industry  over the  years  has  become  more
sophisticated,  attracting visitors year-round,  thus, to a degree, reducing its
seasonality.  Besides a  sub-tropical  climate and clean  beaches  that  attract
people in the winter months,  the state has added,  among other  attractions,  a
variety of amusement  and  educational  theme parks.  This  diversification  has
helped to reduce the  seasonal  and  cyclical  character of the industry and has
effectively stabilized tourist related employment as a result. However, economic
uncertainties  in Asia,  Europe and Latin  America and the value of the Canadian
dollar may reduce international tourism to Florida.

      The greatest single source of tax receipts in Florida is the sales and use
tax,  which  accounted  for  approximately  $12.92  billion  of  revenue  in the
1997-1998  fiscal year.  The state's  dependence  on sales taxes keeps the state
susceptible  to economic  downturns  which could cause a reduction  in sales tax
collections.

      Florida depends more on sales taxes than most other states.  This reliance
has increased over time primarily  because of a constitutional  prohibition of a

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<PAGE>


personal  income tax and the  reservation of ad valorem  property taxes to local
governments.  The  State  does not levy ad  valorem  taxes on real  property  or
tangible personal  property.  Counties,  school districts and municipalities are
authorized  by law, and special  districts  may be authorized by law, to levy ad
valorem taxes.

      Slightly  less  than  10%  of  the  sales  tax  is  designated  for  local
governments  and is  distributed  to the counties in which it is  collected  for
local  use by  such  counties  and  their  municipalities.  In  addition,  local
governments may have (by referendum)  limited authority to assess  discretionary
sales surtaxes within their counties.

      Due to its involvement in a wide range of activities and the complexity of
its  system of  taxation,  Florida  is a party to  various  legal  actions.  The
outcomes of some of these actions could  significantly  reduce Florida's ability
to collect taxes, force Florida to refund taxes already  collected,  require the
State to pay damage awards,  or result in the loss of valuable  state  property.
Furthermore,  past and pending litigation,  to which Florida is not a party, may
create  precedents  which may  effectively  result in  future  costs or  revenue
losses.  In  addition,  the issuers  may be involved in a variety of  litigation
which could have a significant adverse impact on their financial standing.

      Florida's local  governments  operate in a restrictive legal and political
fiscal  environment.  They are faced  with State  imposed  revenue  raising  and
revenue  expenditure  constraints,  fast paced population  growth, and citizens'
expectations  for expanded  services  without higher property taxes. The Florida
Constitution preempts to the State all revenue sources not specifically provided
by law,  except for the ad valorem  property tax. It also limits levies of local
governments  to  10  mills  ($10  per  thousand   dollars  of  taxable  assessed
valuation).  A constitutionally  mandated homestead tax exemption ($25,000) also
has eroded the tax base of many less populated counties.  In addition,  a recent
constitutional amendment limits the ability of local governments to increase the
assessed  valuation  of homestead  property,  which,  together  with the 10 mill
limitation,  could have a substantial adverse affect on local governments in the
future. The State also requires that agricultural property be assessed according
to its value in current use rather than its fair market value.  Florida's  local
governments cannot impose a personal income or payroll tax.

      Florida's  Growth  Management  Act requires  local  governments to prepare
growth plans for approval by the State.  These growth plans must insure that new
development will not be permitted unless adequate  infrastructure such as roads,
sewer, water and parks are available concurrently with the development. Known as
"concurrency," this requirement has put heavy economic and political pressure on
local governments. In addition, the Growth Management Act has spawned litigation
involving local governments,  which itself consumes  resources,  and in which an
adverse outcome can adversely affect the local governments involved.

      In November,  1994, the voters of Florida approved the State legislature's
joint  resolution to amend the Florida  Constitution.  This amendment limits the
amount of taxes,  fees,  licenses  and charges  imposed by the  legislature  and
collected during any fiscal year to the amount of revenues allowed for the prior
fiscal  year,  plus an  adjustment  for growth.  Growth is defined as the amount
equal to the average annual rate of growth in Florida  personal  income over the

                                       40
<PAGE>


most  recent  twenty  quarters  times the State  revenues  allowed for the prior
fiscal  year.  The  revenues  allowed for any fiscal year can be  increased by a
two-thirds vote of the State legislature.  Any excess revenues generated must be
put into the  Budget  Stabilization  Fund  until  it is  fully  funded  and then
refunded to  taxpayers.  Included  among the  categories  of revenues  which are
exempt from the  revenue  limitation,  however,  are  revenues  pledged to State
bonds.

      The value of Florida municipal instruments may also be affected by general
conditions  in the money markets or the  municipal  bond markets,  the levels of
Federal income tax rates, the supply of tax-exempt bonds, the size of offerings,
maturity  of the  obligations,  the credit  quality and rating of the issues and
perceptions with respect to the level of interest rates.

      General  obligation bonds issued by the state of Florida have consistently
been  rated  Aa2,  AA+,  and  AA  by  Moody's,  S & P,  and  Fitch  IBCA.  Inc.,
respectively. There is no assurance that such ratings will be maintained for any
given  period of time or that they may not be lowered,  suspended  or  withdrawn
entirely by such rating agencies,  or either of them if  circumstances  warrant.
Any such downward change in,  suspension of, or withdrawal of such ratings,  may
have an adverse  affect on the market  price of Florida  municipal  instruments.
Moreover,  the  rating of a  particular  series of  revenue  bonds or  municipal
obligations relates primarily to the project,  facility,  governmental entity or
other revenue source which will fund repayment.

      Florida's  rapid growth is straining  resources but has also permitted the
expansion of local governments and creates greater economic depth and diversity.
While  infrastructure  developments have lagged behind population  growth, it is
expected that more infrastructure  projects will be created,  thereby increasing
Florida's  governmental  indebtedness  and the issuance of additional  municipal
instruments.

      While the bond  ratings and some of the  information  presented  above may
indicate  that  Florida  is in  satisfactory  economic  health,  there can be no
assurance  that  there  will not be a decline  in  economic  conditions  or that
particular  municipal  instruments in the portfolio of the FLORIDA FUND will not
be adversely affected by any changes in the economy.  In addition,  the economic
condition  in  Florida  as a  whole  is only  one  factor  affecting  individual
municipal  instruments,  which are subject to the  influence  of a multitude  of
local political, economic and legal conditions and developments.

      RISK FACTORS FOR THE GEORGIA FUND. The GEORGIA FUND will  concentrate  its
investments in debt  obligations of the State of Georgia and guaranteed  revenue
debt  of  its  instrumentalities  (the  "Georgia   Obligations").   The  Georgia
Obligations may be adversely  affected by economic and political  conditions and
economic and legal  developments  within the State of Georgia.  The  information
contained  in this  summary of risk factors for the Georgia Fund is not intended
to be a complete  discussion of all relevant  risk  factors.  There may be other
factors not discussed herein, such as Year 2000 risks, that may adversely affect
the value of the payment of interest and principal on the Georgia Obligations.

     For  fiscal  1999  and  2000,  the  Georgia  General  Assembly   authorized
$482,390,000  and $__________ in general  obligation  debt,  respectively,  with


                                       41
<PAGE>

existing obligations at the end of fiscal year 1998 totaling $4,505,775,000. The
1998C and 1998D series of Georgia  general  obligation  bonds are rated Aaa, AAA
and AAA by Moody's, S&P, and Fitch, respectively.

      Georgia  continues to  experience  steady  growth in both the economic and
demographic  arenas,  though Georgia's  economy has slowed from pre-1996 Olympic
Games levels.  Georgia's net revenue collections for the fiscal year ending June
30, 1998,  amounted to  $11,204,520,190.48,  a 6.5%  increase  from the previous
fiscal  year.  Estimated  revenue  from taxes and fees for  fiscal  year 1999 is
projected to be $__________.

      According to the  Department of Labor for the State of Georgia,  Georgia's
current  unemployment  rate is  approximately  4.0%,  placing  Georgia below the
national  average  unemployment  rate.  Georgia's low  unemployment  rate is not
expected to decrease significantly.  Total employment in Georgia is projected to
increase by approximately sixteen percent by the year 2005, with large increases
forecasted  in service  industries.  Georgia's  population  is  expected to grow
steadily with projected population to increase to over 8.5 million people by the
year 2010.

      While  Georgia's  immediate  financial  future appears  sound,  should the
above-mentioned trends slow or reverse themselves, the Georgia economy and state
revenues could be adversely affected.  There can be no assurance that the events
discussed  above will not  negatively  affect the  market  value of the  Georgia
Obligations or the ability of either the state or its  instrumentalities  to pay
interest and repay principal on the Georgia Obligations in a timely manner.

      RISK  FACTORS FOR THE MARYLAND  FUND.  Some of the  significant  financial
considerations  relating to the  investments of the Maryland Fund are summarized
below.  This  information is derived  principally  from official  statements and
preliminary  official statements released on or before July 8, 1998, relating to
issues  of  Maryland   obligations  and  does  not  purport  to  be  a  complete
description.

      The State's total  expenditures for the fiscal years ending June 30, 1995,
June 30,  1996 and June 30,  1997 were  $13.528  billion,  $14.169  billion  and
$14.787 billion,  respectively.  As of July 8, 1998, it was estimated that total
expenditures for fiscal year 1998 would be $15.851 billion.  The State's General
Fund, the fund from which all general costs of State  government are paid and to
which taxes and other revenues not specifically  directed by law to be deposited
in separate funds are deposited or credited,  representing  approximately  55% -
60% of each year's total budget,  had an unreserved surplus on a budgetary basis
of $132.5 million in fiscal year 1995, an unreserved surplus of $13.1 million in
fiscal year 1996,  and an  unreserved  surplus of $207.2  million in fiscal year
1997 (of which $144.5 million was  designated for fiscal year 1998  operations).
The State Constitution mandates a balanced budget.

      In April 1997,  the General  Assembly  approved  the $15.438  billion 1998
fiscal  year  budget.  The 1998  Budget  includes  $3.1  billion in aid to local
governments  (reflecting a $206 million increase in funding over 1997). When the
1998 Budget was  enacted,  it was  estimated  that the General  Fund  unreserved
surplus on a budgetary  basis at June 30,  1998,  would be  approximately  $27.9
million; as of July 8, 1998 that surplus estimation had risen to $317.2 million.
The Revenue  Stabilization  Account of the State Reserve Fund was established in
                                       42
<PAGE>



1986 to retain State revenues for future needs and to reduce the need for future
tax  increases.  It is estimated  that the balance of the Revenue  Stabilization
Account as of June 30, 1998 was $617.6 million. The 1998 Budget does not include
any  proposed   expenditures   dependent  on  additional  revenue  from  new  or
broad-based taxes.

      In April of 1998, the General  Assembly  approved the $16.613 billion 1999
Budget.  The 1999  Budget  includes  $3.3  billion  in aid to local  governments
(reflecting  a $169.1  million  increase  over 1998),  and $75.5  million in net
General Fund  deficiency  appropriations  for fiscal year 1998.1 It is estimated
that the  general  fund  surplus on a  budgetary  basis at June 30, 1999 will be
approximately  $14.5 million.  In addition,  it is estimated that the balance in
the Revenue  Stabilization  Account of the State  Reserve  Fund at June 30, 1999
will be $634 million (after a $185.2 million transfer to the General Fund).

      The public indebtedness of Maryland and its  instrumentalities  is divided
into three basic types.  The State issues general  obligation  bonds for capital
improvements and for various  State-sponsored  projects.  The State Constitution
prohibits the  contracting  of State debt unless the debt is authorized by a law
levying  an annual tax or taxes  sufficient  to pay the debt  service  within 15
years and  prohibiting  the repeal of the tax or taxes or their use for  another
purpose  until the debt has been  paid.  The  Department  of  Transportation  of
Maryland issues limited,  special obligation bonds for  transportation  purposes
payable  primarily  from  specific,  fixed-rate  excise taxes and other revenues
related mainly to highway use. Certain  authorities  issue  obligations  payable
solely from specific  non-tax  enterprise  fund revenues and for which the State
has no liability and has given no moral obligation assurance.

      According to recent  available  ratings,  general  obligation bonds of the
State of  Maryland  are rated "Aaa" by Moody's and "AAA" by S&P, as are those of
the  largest  county of the State,  i.e.,  Montgomery  County in the  suburbs of
Washington,  D.C.  General  obligation  bonds of  Baltimore  County,  a separate
political entity surrounding  Baltimore City and the third largest county in the
State, are rated "Aaa" by Moody's and "AAA" by S&P. General  obligation bonds of
Prince George's County, the second largest county,  which is also in the suburbs
of  Washington,  D.C.,  are rated "Aa" by Moody's and "AA-" by S&P.  The general
obligation  bonds of those other counties of the State that are rated by Moody's
carry an "A" rating or better  except for those of Allegheny  County,  which are
rated "Baa".  The general  obligation  bonds of Baltimore  City, one of the most
populous  municipalities in Maryland,  are rated "A1" by Moody's and "A" by S&P.
The Washington  Suburban Sanitary  District,  a bi-county agency providing water
and sewerage services in Montgomery and Prince George's Counties, issues general
obligation  bonds rated "A" by Moody's and "AA" by S&P. Most Maryland Health and
Higher Education Authority and State Department of Transportation  revenue bonds
issues have received an "A" rating or better from Moody's.  See Appendix A for a
description of municipal bond ratings.

      While the ratings and other factors mentioned above indicate that Maryland
and its principal subdivisions and agencies are overall in satisfactory economic


- -------------------------
1     The Budget  incorporates the first full year of the five-year  phase-in of
the 10% reduction in personal income taxes estimated to result in a reduction of
revenues of $300 million in fiscal year 1999.


                                       43
<PAGE>



health,  there can, of course,  be no assurance  that this will continue or that
particular  bond  issues may not be  adversely  affected  by changes in state or
local economic or political conditions.

      RISK FACTORS FOR THE MASSACHUSETTS FUND. Some of the significant financial
considerations  relating  to the  investments  of  the  Massachusetts  Fund  are
summarized  below.  This  information  is  derived   principally  from  official
statements and preliminary official statements released on or before February 1,
1999, relating to issues of Massachusetts obligations and does not purport to be
a compete description.

      Annual  expenditures by the Commonwealth of Massachusetts for programs and
services  provided by state  government  for fiscal years 1990 and 1991 exceeded
total current year revenues. The fiscal 1990 and 1991 budgetary deficits were in
effect funded by the issue of $1.42 billion of bonds.  Total  revenues and other
sources  exceeded total  expenditures and other uses in fiscal 1992, 1993, 1994,
1995, 1996, 1997 and 1998 by approximately $312.3 million,  $13.1 million, $26.8
million,  $136.7  million,  $446.4  million,  $221.0 million and $798.1 million,
respectively.

      The Commonwealth's fiscal 1999 budget is based on estimated total revenues
and other sources of approximately $19.726 billion. Total expenditures and other
uses for fiscal 1999 are estimated at approximately  $20.060 billion. The fiscal
1999 budget proposes that the difference  between  estimated  revenues and other
sources and estimated expenditures and other uses be provided for by application
of the beginning  fund balances for fiscal 1999. The fiscal 1999 budget is based
upon numerous spending and revenue estimates, the achievement of which cannot be
assured.

      On  January  27,  1999 the  Governor  submitted  his  fiscal  2000  budget
recommendations  to the legislature which provide for budgeted  expenditures and
other  uses of  approximately  $20.556  billion.  The  recommended  fiscal  2000
spending  level is  approximately  $496 million  above the fiscal 1999  budgeted
expenditures and other uses of $20.060 billion.  The Governor's  recommendations
project  fiscal 1999 ending fund balances of  approximately  $906  million.  The
Governor's recommendations are, of course, subject to legislative consideration.

      In  Massachusetts  the tax on  personal  property  and real  estate is the
principal  source of tax  revenues  available  to cities and towns to meet local
costs.  "Proposition 2 1/2", an initiative petition adopted by the voters of thE
Commonwealth  of  Massachusetts  on  November  4,  1980,  limits  the  power  of
Massachusetts  cities and towns and certain  tax-supported  districts and public
agencies to raise  revenue  from  property  taxes to support  their  operations,
including the payment of debt service, by limiting the amount by which the total
property  taxes may increase from year to year. The reductions in local revenues
and  anticipated  reductions  in local  personnel  and services  resulting  from
Proposition  2  1/2  created   strong  demand  for   substantial   increases  iN
Commonwealth  funded local aid, which  increased  significantly  in fiscal years
1982 through 1989. The effect of this increase in local aid was to shift a major
part  of  the  impact  of  Proposition  2 1/2 to the  Commonwealth.  Because  oF
decreased  Commonwealth  revenues,  local aid declined  significantly  in fiscal
1990, 1991 and 1992. Local aid increased  somewhat in each fiscal year from 1993
through 1998 and is expected to increase again in fiscal 1999.



                                       44
<PAGE>

      Limitations on Commonwealth  tax revenues have been established by enacted
legislation  approved by the Governor on October 25, 1986 and by public approval
of an initiative petition on November 4, 1986. The two measures are inconsistent
in several  respects,  including the methods of  calculating  the limits and the
exclusions  from the limits.  The initiative  petition,  unlike its  legislative
counterpart,  contains no exclusion  for debt service on  Commonwealth  bond and
notes or for payments on Commonwealth  guarantees.  Commonwealth tax revenues in
fiscal 1987 exceeded the limit imposed by the initiative  petition  resulting in
an estimated  $29.2 million  reduction which was distributed to taxpayers in the
form of a tax credit  against  calendar year 1987 personal  income tax liability
pursuant to the provisions of the initiative petition. Tax revenues since fiscal
1988 have not  exceeded the limit set by either the  initiative  petition or the
legislative enactment.

      The  Commonwealth  maintains  financial  information on a budgetary basis.
Since  fiscal year 1986,  the  Comptroller  also has prepared  annual  financial
statements in accordance with generally accepted accounting principals (GAAP) as
defined by the  Government  Accounting  Standards  Board.  GAAP basis  financial
statements  indicate that the  Commonwealth  ended fiscal 1990, 1991, 1992, 1993
and 1994 with fund deficits of  approximately  $1.896  billion,  $761.2 million,
$381.6  million,  $184.1  million  and $72  million,  respectively.  GAAP  basis
financial  statements for fiscal 1995 indicate that the Commonwealth  ended such
year with a fund equity of  approximately  $287.4 million.  GAAP basis financial
statements for fiscal 1996 indicate that the Commonwealth ended such year with a
fund equity of $709.2 million.  GAAP basis financial  statements for fiscal 1997
indicate  that the  Commonwealth  ended  such year with a fund  equity of $1.096
billion.  GAAP basis  financial  statements  for fiscal 1998  indicate  that the
Commonwealth ended such year with a fund equity of $1.841 billion.

      RISK FACTORS FOR THE MICHIGAN  FUND.  The  information  set forth below is
derived in part from the official  statements  prepared in  connection  with the
issuance of Michigan  municipal bonds and similar  obligations and other sources
that are  generally  available  to  investors.  The  information  is provided as
general information intended to give a recent historical  description and is not
intended to  indicate  future or  continuing  trends in the  financial  or other
positions of the State of Michigan (the "State").

      The principal  sectors of Michigan's  economy are manufacturing of durable
goods (including  automobiles and components and office equipment),  tourism and
agriculture.  The durable  goods  manufacturing  sector in Michigan and in other
states  tends to be more  vulnerable  to economic  downturns  and the  component
industries have been characterized as having excess capacity, resulting in plant
closings and permanent reductions in the workforce,  many of which have occurred
in Michigan.  Although the Michigan  unemployment  rate has recently  been lower
than the  national  unemployment  rate,  over the last ten  years  the  Michigan
unemployment rate has been typically much higher than the national average.  The
market value and  marketability  of bonds issued by the State and local units of
government may be affected  adversely by the same factors that affect Michigan's
economy generally. The ability of the State and its local units of government to
pay the  principal  of and the  interest  on their bonds may be affected by such
factors, by the possibility of an unfavorable resolution of lawsuits against the
State in the areas of corrections,  highway maintenance,  social services, court
funding, tax collection,  and budgetary  reductions to school districts,  and by
certain constitutional, statutory and charter limitations.

                                       45
<PAGE>

      The State  finances its  operations  through the State's  General Fund and
special revenue funds. The General Fund receives  revenues of the State that are
not  specifically  required to be included in the  special  revenue  funds.  The
majority of the revenues from State taxes are from the State's  personal  income
tax,  single  business tax, use tax and sales tax.  Significant  portions of tax
revenues are designated  for the State's School Aid Fund and are  transferred to
school districts for the financing of primary and secondary school operations.

      The  Michigan  State  General  Fund  balances  for the 1989-90 and 1990-91
fiscal years were negative $310 million and $169.4 million,  respectively.  This
negative balance had been eliminated as of the end of fiscal year 1991-92, which
ended  September  30,  1992.  General  Fund  surplus at the end of fiscal  years
1992-93  through  1996-97  was  transferred,  as  required  by  statute,  to the
Counter-Cyclical Budget and Economic Stabilization Fund ("BSF"), which reflected
a positive  balance of $1.152  billion at September 30, 1997. The State's Annual
Financial report for fiscal years ending September 30 is generally  available at
the end of March of the following year.

      Beginning in 1993, the Michigan Legislature enacted several statutes which
significantly  affect  Michigan  property taxes and the financing of primary and
secondary school operations. The property tax and school finance reform measures
included a ballot proposal ("Proposal A") and constitutional amendment which was
approved by voters on March 15, 1994.  Under  Proposal A as approved,  the State
sales and use tax rates were  increased  from 4% to 6%, the State income tax and
cigarette  tax were  increased,  the Single  Business  Tax  imposed on  business
activity within the state was decreased and, beginning in 1994, a State property
tax of 6 mills  is now  imposed  on all  real and  personal  property  currently
subject to the general property tax. Proposal A contains  additional  provisions
regarding the ability of local school  districts to levy  supplemental  property
taxes for operating purposes as well as a limit on assessment increases for each
parcel  of  property,  beginning  in 1995  to the  lesser  of 5% or the  rate of
inflation.

      Under  Proposal A, much of the  additional  revenue  generated  by the new
taxes  will be  dedicated  to the  State  School  Aid  Fund.  Proposal  A shifts
significant  portions of the cost of local school  operations  from local school
districts  to the State and  raises  additional  State  revenues  to fund  these
additional State expenses. These additional revenues will be included within the
State's constitutional revenue limitations and may impact the State's ability to
raise additional revenues in the future.

      In July, 1997, the Michigan Supreme Court issued a decision in cases filed
by many of Michigan's  local school  districts  against the State  regarding the
manner in which the  State  disburses  funds to  school  districts  for  special
education and special  education  transportation,  bilingual  education,  driver
education and school lunch programs, including a case captioned DONALD DURANT V.
STATE OF MICHIGAN.  The court held that monetary damages  estimated at over $900
million  were owed to the 84 school  districts  involved  in Durant and over 400
other Michigan  school  districts,  and legislation has been enacted to pay such
damages from the BSF over a 15 year period. Similar constitutional challenges to
the funding of special education services and transportation  have been filed by
another 100 school  districts  in a new matter  (Durant II) that was remanded to
the Michigan  Court of Appeals in September  1998.  The ultimate  resolution  of
those claims is not presently determinable.

                                       46
<PAGE>

      Currently,  the State's general  obligation bonds are rated Aa1 by Moody's
and AA+ by Standard & Poor's,  following rating increases  announced  earlier in
1998. To the extent that the portfolio of Michigan  obligations  is comprised of
revenue or general obligations of local governments or authorities,  rather than
general  obligations  of  the  State  of  Michigan,  ratings  on  such  Michigan
obligations  will be  different  from those given to the State of  Michigan  and
their  value may be  independently  affected by  economic  matters not  directly
impacting the State.

      RISK FACTORS FOR THE MINNESOTA  FUND. The  information  set forth below is
derived from official  statements  prepared in  connection  with the issuance of
obligations  of the State of  Minnesota  and other  sources  that are  generally
available  to  investors.  The  information  is provided as general  information
intended to give a recent historical description and is not intended to indicate
further or continuing trends in the financial or other positions of the State of
Minnesota.  Such information constitutes only a brief summary, relates primarily
to the State of Minnesota,  does not purport to include details  relating to all
potential  issuers  within  the  State  of  Minnesota  whose  securities  may be
purchased  by  the  Minnesota  Fund,  and  does  not  purport  to be a  complete
description.

      The State of Minnesota  has  experienced  certain  budgeting and financial
problems since 1980. However, in recent years,  Accounting General Fund Balances
have been positive.

      In February 1992 the  Commissioner  of Finance  estimated  the  Accounting
General Fund balance at June 30, 1993, at negative $569 million.  The balance at
June 30, 1995, was projected at negative $1.75 billion.

      The 1992 Legislature reduced expenditures by $262 million for the biennium
ending June 30, 1993,  enacted revenue measures  expected to increase revenue by
$149 million, and reduced the budget reserve by $160 million to $240 million.

      After the Legislature adjourned in April 1992, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1993, at $2.4 million,
and projected the balance at June 30, 1995, at negative $837 million. A November
1992  forecast  estimated the balance at June 30, 1993, at positive $217 million
and projected the balance at June 30, 1995, at negative $769 million.

      A March 1993 forecast projected an Accounting General Fund balance at June
30,  1995,  at  negative  $163  million  out of a  budget  for the  biennium  of
approximately  $16.7  billion,  and  estimated  a balance at June 30,  1997,  at
negative $1.6 billion out of a budget of approximately $18.7 billion.

      The 1993  Legislature  authorized  $16.519  billion  in  spending  for the
1993-1995  biennium,  an increase of 13.0 percent from  1991-1993  expenditures.
Resources  for the  1993-1995  biennium  were  projected to be $16.895  billion,
including $657 million carried forward from the previous  biennium.  The $16.238
billion in  projected  non-dedicated  and  dedicated  revenues  was 10.3 percent
greater  than in the previous  biennium  and included  $175 million from revenue
measures enacted by the 1993 Legislature.  The Legislature  increased the health

                                       47
<PAGE>

care  provider  tax to raise  $79  million,  transferred  $39  million  into the
Accounting  General  Fund and  improved  collection  of accounts  receivable  to
generate $41 million.

      After the Legislature  adjourned in May 1993, the  Commissioner of Finance
estimated that at June 30, 1995,  the  Accounting  General Fund balance would be
$16 million and the budget reserve,  as approved by the 1993 Legislature,  would
be $360 million.  The Accounting General Fund balance at June 30, 1993, was $463
million.

      The  Commissioner of Finance,  in a November 1993 forecast,  estimated the
Accounting  General  Fund  balance at June 30,  1995,  at $430  million,  due to
projected increases in revenues and reductions in expenditures,  and the balance
at June 30, 1997, at $389 million. The Commissioner  recommended that the budget
reserve be increased  to $500  million.  He  estimated  that if current laws and
policies  continued  unchanged,  revenue would grow 7.7 percent and expenditures
6.0 percent in the 1995-1997 biennium.

      A March 1994 forecast projected an Accounting General Fund balance at June
30, 1995, at $623 million,  principally due to a projected $235 million increase
in revenues to $16.6 billion for the biennium. The balance at June 30, 1997, was
estimated to be $247 million.

      The  1994  Legislature   provided  for  a  $500  million  budget  reserve;
appropriated  to school  districts  $172  million  to allow the  districts,  for
purposes  of state aid  calculations,  to reduce  the  portion of  property  tax
collections  that the school  districts must recognize in the fiscal year during
which they receive the property taxes;  increased expenditures $184 million; and
increased expected revenues $4 million.

      Of  the  $184  million  in  increased   expenditures,   criminal   justice
initiatives  totaled $45 million,  elementary and higher  education $31 million,
environment and flood relief $18 million,  property tax relief $55 million,  and
transit $11 million.  A six-year  strategic capital budget plan was adopted with
$450 million in projects  financed by bonds supported by the Accounting  General
Fund. Other expenditure increases totaled $16.5 million.

      Included in the expected  revenue  increase of $4 million were  conformity
with  federal  tax  changes to  increase  revenues  $27.5  million,  a sales tax
phasedown  on  replacement   capital  equipment  and  miscellaneous   sales  tax
exemptions  decreasing  revenues  $17.3 million,  and other measures  decreasing
revenues $6.2 million.

      After the Legislature  adjourned in May 1994, the  Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1995, at $130 million.

      The  Commissioner of Finance,  in a November 1994 forecast,  estimated the
Accounting  General  Fund  balance at June 30,  1995,  at $268  million,  due to
projected  increases in revenues and decreases in expenditures,  and the balance
at June 30, 1997, at $190 million.

      A February 1995 forecast  projected an Accounting  General Fund balance at
June 30, 1995,  at $383 million,  due to a $93.5  million  increase in projected
revenues and a $21.0 million decrease in  expenditures.  The balance at June 30,
1997, was projected at $250 million.


                                       48
<PAGE>

      The 1995  Legislature  authorized  $18.220  billion  in  spending  for the
1995-1997 biennium,  an increase of $1.395 billion, 8.3 percent,  from 1993-1995
expenditures.  Resources for the 1995-1997 biennium were projected to be $18.774
billion, including $921 million carried forward from the previous biennium.

      The  Legislature  authorized  7.1 percent more spending for elementary and
secondary  education in the 1995-1997  biennium  than in 1993-1995,  0.9 percent
more in local  government aids, 14.2 percent more for health and human services,
2.3 percent more for higher  education,  and 25.1 percent more for  corrections.
The  Legislature  set the  budget  reserve at $350  million  and  established  a
supplementary reserve of $204 million in view of predicted federal cutbacks.

      After the Legislature  adjourned in May 1995, the  Commissioner of Finance
estimated that at June 30, 1997,  the  Accounting  General Fund balance would be
zero. The Accounting General Fund balance at June 30, 1995, was $481 million.

      The  Commissioner of Finance,  in a November 1995 forecast,  estimated the
Accounting General Fund balance at June 30, 1997, at $824 million, due to a $490
million  increase in revenues  from those  projected in May 1995, a $199 million
reduction in projected  expenditures,  and a $135 million increase in the amount
carried  forward from the  1993-1995  biennium.  An improved  national  economic
outlook  increased  projected  net sales tax  revenue  $257  million and reduced
projected human services  expenditures $231 million. The Commissioner  estimated
the Accounting General Fund balance at June 30, 1999, at negative $28 million.

      Only $15  million of the $824  million  projected  1995-1997  surplus  was
available for spending.  The statutes  require that an additional $15 million be
placed in the supplementary  budget reserve, and an additional $794 million must
be  appropriated  to school  districts to allow the  districts,  for purposes of
state aid calculations,  to eliminate the 48 percent of property tax collections
that the school  districts  must  recognize in the fiscal year during which they
receive the property taxes.

      A February 1996 forecast  projected an Accounting  General Fund balance at
June 30, 1997,  at $873  million,  due to a $104  million  increase in projected
revenues, a $19 million increase in expenditures, and a $36 million reduction in
the June 30, 1995, ending balance.  The amount available for spending  increased
from $15 million to $64 million.

      In February 1996,  the  Commissioner  of Finance  estimated the Accounting
General Fund balance at June 30, 1999, at $54 million.

      The 1996  Legislature  reduced  the  State of  Minnesota's  commitment  to
eliminate the so-called school recognition shift. The 1995 Legislature had voted
to allow school districts, for purposes of state aid calculations,  to eliminate
the 48 percent of  property  tax  collections  that the  school  districts  must
recognize in the fiscal year during which they receive the property  taxes.  The
1996 Legislature raised the percentage for the 1995-1997 biennium from zero to 7
percent, saving the State $116 million.



                                       49
<PAGE>

      The 1996 Legislature  increased  expenditures $130 million,  including $37
million for elementary  education and youth development;  $14 million for higher
education;  $17  million  for health  systems and human  services  reforms;  $16
million  for  public   safety  and  criminal   justice;   and  $36  million  for
transportation,  environment and technology.  The Legislature also approved $614
million  in  capital  projects  to be funded  by  general  obligation  bonds and
appropriations and increased expected revenues $5 million.

      After the Legislature adjourned in April 1996, the Commissioner of Finance
estimated the  Accounting  General Fund balance at June 30, 1997, at $1 million.
The Accounting General Fund balance at June 30, 1996, was $445 million.

      The  Commissioner of Finance,  in a November 1996 forecast,  estimated the
Accounting General Fund balance at June 30, 1997, at $793 million, due to a $646
million  increase in revenues from those projected in April 1996, a $209 million
reduction in expenditures,  and $63 million in other changes. The longest period
of national economic growth since World War II, through mid-1999,  was forecast.
Individual  income taxes were forecast to be $427 million more than projected in
April 1996,  and sales taxes $81 million more. Of the $209 million  reduction in
forecast expenditures, $199 million were health and human services expenditures.

      Existing  statutes  require the first $114 million of the forecast balance
to be  dedicated  to a new  education  aid  reserve  for  use in  the  1997-1999
biennium.  Another $157  million must be used to increase  from 85 to 90 percent
the  portion of state aid to school  districts  that is paid in the fiscal  year
during which the districts become entitled to the aid.

      In November 1996,  the  Commissioner  of Finance  estimated the Accounting
General Fund balance at June 30, 1999, at $1.4 billion.

      A February 1997 forecast  projected an Accounting  General Fund balance at
June 30, 1997,  at $866 million  (after taking into account the $114 million and
$157  million  items  referred  to above),  due to a $236  million  increase  in
projected  revenues and a $108 million decrease in expenditures.  The balance at
June 30, 1999, was projected at $1.7 billion.

      The 1997  Legislature,  in a regular  session and June and August  special
sessions,  authorized $20.924 billion in spending for the 1997-1999 biennium, an
increase  of $2.231  billion,  or 11.8  percent,  from  1995-1997  expenditures.
Resources  for the  1997-1999  biennium  were  projected to be $21.946  billion,
including $1.630 billion carried forward from the previous biennium.

      The  Legislature  authorized 14.8 percent more spending for elementary and
secondary  education spending in the 1997-1999 biennium than in 1995-1997,  17.6
percent  more  for  health  and  human  services,  12.5  percent  more in  local
government  aids, 10.7 percent more for higher  education,  and 0.3 percent more
for all other expenditures.  The Legislature set the General Fund budget reserve
at $522 million.  The cash flow account was set at $350 million,  and a property
tax reform reserve  account of $46 million was created for future  restructuring
of the property tax system. Other reserves totaled $72 million.

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<PAGE>

      After the Legislature adjourned its second special session in August 1997,
the  Commissioner  of Finance  estimated  that at June 30, 1999,  the Accounting
General Fund balance would be positive $32 million.  The Accounting General Fund
balance at June 30, 1997 was an estimated $861 million.

      The  Commissioner of Finance,  in a November 1997 forecast,  estimated the
Accounting  General  Fund balance at June 30, 1999,  at $1.360  billion,  $1.328
billion more than estimated after the 1997 legislature adjourned,  due to a $729
million increase in projected  revenues,  a $256 million  reduction in projected
expenditures,  $21 million  increase in dedicated  reserves,  and a $364 million
increase in the projected  amount carried  forward from the 1995-1997  biennium.
Higher than anticipated  individual income tax payments were the major source of
$272  million  in  additional  revenues  in the  first  half of 1997,  and human
services   savings  were  the  principal   source  of  $92  million  in  reduced
expenditures.  The Commissioner estimated the Accounting General Fund balance at
June 30, 2001, at $1.284 billion.

      Only $453 million of the $1.360 billion  projected  1997-1999  surplus was
available  for  spending.  The  statutes  allocate  the first $81 million of the
forecast  balance to fund K-12 education tax credits and  deductions  enacted in
1997. Sixty percent of the remainder plus interest,  $826 million, is added to a
property tax reform account.

      A February 1998 forecast  projected an Accounting  General Fund balance at
June 30, 1999, at $1.045  billion,  due to a $507 million  increase in projected
revenues,  a $90 million decrease in expenditures,  and a $5 million increase in
dedicated  reserves.  The  balance at June 30,  2001,  was  projected  at $2.137
billion.

      The 1998  Legislature  increased  spending $125 million for K-12 education
aids, $90 million to reduce the school property tax recognition shift percentage
to zero,  $73  million  for higher  education,  and $148  million  for all other
operations.  The legislature also approved $999 million in capital improvements,
to be funded by $509 million in bonds and $502 million in appropriations.

      After the Legislature adjourned in April 1998, the Commissioner of Finance
estimated the Accounting General Fund balance at June 30, 1999, at $35 million.

      The  Commissioner of Finance,  in a November 1998 forecast,  estimated the
Accounting  General Fund balance at June 30, 1999,  at $953  million,  due to an
$803 million  increase in  non-tobacco  revenues,  the receipt of $61 million in
tobacco  settlement  revenues,  and a $262 million reduction in expenditures.  A
total of $609 million of the $1.562 billion of estimated  available  revenues is
statutorily dedicated to reserves, tax reduction, and cash to replace bonding.

      The  Commissioner  of Finance in November 1998  estimated  the  structural
balance at June 30, 2001, at $821 million.

      The State of Minnesota has no obligation to pay any bonds of its political
or  governmental   subdivisions,   municipalities,   governmental  agencies,  or
instrumentalities.  The  creditworthiness  of local general  obligation bonds is
dependent upon the financial  condition of the local government  issuer, and the

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<PAGE>

creditworthiness  of  revenue  bonds  is  dependent  upon  the  availability  of
particular  designated  revenue  sources  or  the  financial  conditions  of the
underlying obligors.  Although most of the bonds owned by the Minnesota Fund are
expected  to be  obligations  other  than  general  obligations  of the State of
Minnesota itself, there can be no assurance that the same factors that adversely
affect the economy of the State  generally  will not also affect  adversely  the
market value or marketability of such other  obligations,  or the ability of the
obligors to pay the principal of or interest on such obligations.

      At the local level,  the property tax base has recovered  after its growth
was slowed in many  communities  in the early 1990s by  overcapacity  in certain
segments of the commercial real estate market.  Local finances are also affected
by the  amount  of state aid that is made  available.  Further,  various  of the
issuers within the State of Minnesota, as well as the State of Minnesota itself,
whose  securities  may be purchased  by the  Minnesota  Fund,  may now or in the
future be subject to lawsuits  involving  material amounts.  It is impossible to
predict the outcome of these lawsuits. Any losses with respect to these lawsuits
may have an  adverse  impact  on the  ability  of these  issuers  to meet  their
obligations.

      The  Department  of  Finance  acknowledged  in  1995  that  the  State  of
Minnesota's  accounting system was not Year 2000 (Y2K) compliant and the systems
vendor would  deliver a compliant  version  upgrade in the future.  In mid-1997,
State of Minnesota technical staff, along with the systems vendor,  began a $6.5
million project to install the new compliant version of the accounting software.
According to the most recent Official Statement,  the State of Minnesota and the
systems  vendor were  finishing  up the  remediation  and testing  stages of the
project,  and  expected to implement  the new  software  version on November 30,
1998. There can, however,  be no assurance that such implementation will be done
in a  timely  manner.  Further,  even if the  State  of  Minnesota  successfully
addresses  its Year 2000  compliance  there can be no  assurance  that any other
organization  or   governmental   agency  with  which  the  State  of  Minnesota
electronically interacts,  including vendors and the federal government, will be
Year  2000  compliant.  In the  event  of any  such  occurrences,  the  State of
Minnesota may face material  adverse  consequences  with respect to its revenues
and  operations.  Local  issuers  in the  State of  Minnesota  may face  similar
problems.

      Legislation  enacted  in  1995  provides  that  it is  the  intent  of the
Minnesota   legislature   that  interest  income  on  obligations  of  Minnesota
governmental units, and exempt-interest dividends that are derived from interest
income on such  obligations,  be  included  in the net  income  of  individuals,
estates,  and  trusts for  Minnesota  income tax  purposes  if it is  judicially
determined   that  the   exemption  by  Minnesota  of  such   interest  or  such
exempt-interest  dividends unlawfully  discriminates against interstate commerce
because interest income on obligations of governmental  issuers located in other
states,  or  exempt-interest  dividends  derived  from such  obligations,  is so
included. This provision applies to taxable years that begin during or after the
calendar year in which such judicial  decision becomes final,  regardless of the
date on which the obligations were issued, and other remedies apply for previous
taxable years.  The United States  Supreme Court in 1995 denied  certiorari in a
case in which an Ohio state court  upheld an exemption  for  interest  income on
obligations  of Ohio  governmental  issuers,  even  though  interest  income  on
obligations  of non-Ohio  governmental  issuers was subject to tax. In 1997, the
United States  Supreme Court denied  certiorari in a subsequent  case from Ohio,
involving the same taxpayer and the same issue,  in which the Ohio Supreme Court


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<PAGE>


refused to  reconsider  the merits of the case on the ground  that the  previous
final state court judgment barred any claim arising out of the transaction  that
was the subject of the previous action. It cannot be predicted whether a similar
case will be brought in Minnesota or elsewhere, or what the outcome of such case
would be. Should an adverse  decision be rendered,  the value of the  securities
purchased by the Minnesota  Fund might be adversely  affected,  and the value of
the shares of the Minnesota Fund might also be adversely affected.

      In October 1998 the State's bond ratings were Aaa by Moody's,  AAA by S&P,
and AAA by Fitch.

      Economic  difficulties  and  the  resultant  impact  on  State  and  local
government  finances may adversely affect the market value of obligations in the
portfolio of the Minnesota  Fund or the ability of  respective  obligors to make
timely payment of the principal and interest on such obligations.

      RISK  FACTORS FOR THE MISSOURI  FUND.  The  following  is a discussion  of
certain  risk  factors  relevant to the Missouri  Fund.  The Missouri  Fund will
concentrate its investments in debt obligations of the State of Missouri and its
local  governmental  entities  ("Missouri  Obligations").  The  value of and the
payment of interest and principal on the Missouri  Obligations  may be adversely
affected by economic and political conditions and developments within or without
the State of Missouri.  The information contained herein is not intended to be a
complete discussion of all relevant risk factors, and there may be other factors
not  discussed  herein  that may  adversely  affect  the  value of the  Missouri
Obligations.  The facts discussed herein were obtained  primarily from published
information   regarding  Missouri  state  entities.   The  information   relates
exclusively  to the State of Missouri and is not intended to include any details
relating to debt obligations of local governmental entities located in the State
of Missouri that may be acquired by the Missouri Fund. The discussion is limited
to the general economic conditions in the State of Missouri.

      Population.  The following information was obtained from the report of the
Bureau  of the  Census,  United  States  Department  of  Commerce,  in the  1991
Statistical  Abstract of the United States (the "1990 Census").  As of 1990, the
population of the State of Missouri was 5,117,073, which caused Missouri to rank
15th in total population among the states. The portion of Missouri's  population
that was comprised of individuals classified as minorities was 13.1% as compared
to the United States  ("U.S.")  average of 24.4%.  According to the 1990 Census,
the population of the State of Missouri  increased 4.1% from 1980 to 1990, while
the population of the U.S. increased 9.8% during the same period. Comparatively,
during the decade between 1970 and 1980,  Missouri's  population  increased 5.1%
while the U.S.  population  increased 11.4%. The Missouri Department of Economic
Development  has  projected  that the  population of Missouri will increase 3.5%
from 1990 to 2000 and 2.4% from 2000 to 2010, so that Missouri will have a total
estimated  population of  approximately  5,458,000 by 2010.  Without an adequate
population  to support a  meaningful  tax base,  state tax  revenues  may not be
sufficient for the State of Missouri to make payments on its debt obligations.

      Economy.  Missouri's  economy  is  divided  primarily  among  agriculture,
manufacturing,  services,  trade  and  government.  The  U.S.  Bureau  of  Labor
Statistics  reported in January 1998, that Missouri's  largest  non-agricultural

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<PAGE>

employers  were services with 28.0% of the  non-agricultural  work force,  trade
(wholesale  and  retail)  with  23.5%  of  the   non-agricultural   work  force,
manufacturing with 16.0% of the non-agricultural  work force and government with
15.6% of the  non-agricultural  work force.  According to the U.S. Department of
Commerce, Missouri's gross state product, the aggregate of all economic activity
and wealth produced in the State of Missouri, rose from $53.1 billion in 1980 to
$101.5 billion in 1990, representing an average annual increase of approximately
6.7%.  During  the  same  period,  the U.S.  gross  national  product  increased
approximately 7.0% per year. The annual per capita personal income for the State
of  Missouri  for  1994,  1995  and  1996  was  $20,717,  $21,627  and  $22,864,
respectively,  while the U.S.  annual per  capita  income for the same years was
$21,846,  $23,193 and $24,231. The University of Missouri in Columbia,  Missouri
(the  "University")  has  projected  that the per  capita  income  for  Missouri
residents  will increase 3.9% in calendar year 1998 and will rise  approximately
4.5% in both 1999 and 2000;  while per  capita  income for U.S.  residents  will
increase 3.4%, 4.8% and 4.9%, respectively,  during the same periods. Inadequate
state gross product or per capita income could adversely  affect the State's tax
revenues and, therefore, its ability to meet its current debt obligations.

      Employment.  The Missouri Department of Labor and Industrial Relations has
reported that Missouri's unemployment rates for fiscal years 1995, 1996 and 1997
were 4.6%, 4.3% and 4.2%,  respectively,  while the U.S.  unemployment rates for
the same periods were 5.7%,  5.7% and 5.2%.  The  University  has projected that
Missouri's  unemployment  rate for calendar year 1998 will be 3.6%,  dropping to
3.5%  in  1999,  and  remaining  at  3.5%  in the  year  2000,  while  the  U.S.
unemployment  rate for the same periods will be 4.5% in each of years 1998-2000.
If the State has  significant  unemployment  in future  years,  the  State's tax
revenues may not be adequate to pay its debt obligations.

      State Revenues. The State of Missouri operates from a General Revenue Fund
("General Fund"). The General Fund includes funds received from tax revenues and
federal grants. For fiscal year 1997, the State derived  approximately  17.0% of
the General Fund revenue from sales and use taxes,  33.9% from individual income
taxes and 4.7% from corporate income taxes.

     The Missouri  Constitution imposes a limit on the amount of taxes that may
be imposed by the General Assembly during any fiscal year. This limit is related
to total state  revenues for fiscal year 1981, as defined in Article X, Sections
16 through 24 of the Missouri State  Constitution,  and is adjusted  annually in
accordance with a formula related to increases in the average personal income of
Missouri residents for certain designated  periods.  Inadequate tax revenues due
to the  constitutional  limitations may adversely  affect the State's ability to
pay its debt obligations.

      Federal  grants  account  for  approximately  26.4%  of the  General  Fund
revenues  for fiscal year 1997.  No  assurances  can be given that the amount of
federal grants previously provided to the State will continue, and the amount of
federal  grants  received  by the State may have an effect on its ability to pay
its debts.

      The U.S. District Courts in St. Louis and Kansas City ordered the State to
make payments totaling $227.1 million during fiscal year 1997 and $273.9 million
during  fiscal  year 1996 to fund the  State's  share of  certain  court-ordered
desegregation plans. These amounts constituted approximately 3.5% of the State's
General Fund revenue (exclusive of federal grants) for fiscal year 1997 and 4.5%


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<PAGE>

of the State's  General Fund revenue  (exclusive  of federal  grants) for fiscal
year 1996. In 1997,  the U.S.  District Court approved a plan in which the State
would be required to make  desegregation  payments  totaling $314 million during
the 1996-1997, 1997-1998, and 1998-1999 school years. After the 1998-1999 school
year, the State,  under the plan approved by the District Court,  will no longer
be obligated to make court-ordered desegregation payments.

      The Missouri State  Constitution  mandates a balanced annual state budget.
The  requirement  of a balanced state budget may affect the ability of the State
of Missouri  to repay its debt  obligations.  For fiscal year 1996,  the General
Fund  revenue,  minus  federal  grants,  amounted  to  $5,778.0  million,  which
represented  a 7.2%  increase in General Fund  revenue over the previous  fiscal
year.  The balance in the General Fund as of the end of the 1996 fiscal year was
$1,482.1 million.  This represented a 90.0% increase in the General Fund balance
from the end of fiscal year 1995.

      For fiscal year 1997,  the State  budgeted,  exclusive of federal  grants,
$6,000.3 million in General Fund revenue, which represented a 3.8% increase from
the actual revenue amount for fiscal year 1996.  However,  for fiscal year 1997,
the actual General Fund revenue,  exclusive of federal grants, was approximately
$6,199  million,  which was 3.3% higher than  budgeted  and  represented  a 7.3%
increase  from fiscal year 1996 The actual  General  Fund  balance at the end of
fiscal year 1997 was $1,705.1  million,  which was 15.1% higher than the balance
at the end of fiscal year 1996.  This  increase,  along with increases in fiscal
years 1992, 1993, 1994, 1995 and 1996 helped to offset decreases in fiscal years
1990 and 1991 which had reduced the General Fund balance from $436.5  million at
the end of fiscal  year 1989 to $214.7  million at the end of fiscal  year 1991.
For fiscal  year 1998,  the State of  Missouri  budgeted,  exclusive  of federal
grants, $6,245 million in General Fund revenue, which represents a 0.7% increase
from the actual  revenue  amount for fiscal year 1997.  There are no  assurances
that the revenues  and fund  balances  budgeted  will be attained in the future.
Decreases in revenues and the General Fund balance  could  adversely  affect the
State's ability to pay its debt obligations.

      State Bond  Indebtedness.  The State of Missouri is barred by Article III,
Section 37 of the Missouri State  Constitution  from issuing debt instruments to
fund government operations.  However, it is authorized to issue bonds to finance
or refinance the cost of capital  projects  upon approval by the voters.  In the
past,  the  State  has  issued  two  types of bonds to raise  capital  - general
obligation  bonds and revenue bonds. The State has authorized and issued general
obligation  bonds  through two state  agencies  for two  specific  needs.  Water
Pollution  Control Bonds have been issued to provide funds for the protection of
the  environment  through the control of water  pollution.  State Building Bonds
have been  issued to provide  funds to improve  state  buildings  and  property.
Payments  on the  general  obligation  bonds  are made  from the  General  Fund.
Therefore,  if the State is unable to  increase  its tax  revenues,  the State's
ability  to make the  payments  on the  existing  obligations  may be  adversely
affected.

      In addition to state general  obligation  bonds, the State of Missouri has
statutes that enable certain local political or governmental  authorities,  such
as cities,  counties and school  districts,  to issue general  obligation bonds.
These local  general  obligation  bonds are required to be  registered  with the
State Auditor's Office. Local general obligation bonds are backed by the general
revenues  (including  ad  valorem  and  other  taxes)  of the  particular  local

                                       55
<PAGE>


governmental or political  authority  issuing such bonds.  The State of Missouri
generally has no obligation with respect to such bonds.

      The  State  is also  authorized  to issue  revenue  bonds.  Revenue  bonds
generally  provide funds for a specific  project,  and  repayments are generally
limited to the revenues  from that project.  However,  the State may enact a tax
specifically  to repay the State's  revenue  bonds.  Therefore,  a reduction  of
revenues  from a project  financed  by revenue  bonds may  adversely  affect the
State's  ability to make payments on such bonds. No assurances can be given that
the State will receive sufficient revenues from the projects,  or that the State
will enact and  collect a tax to be used to make the  required  payments on such
bonds.

      As of June 30, 1997, according to the Committee on Legislative Research of
the State of Missouri, the State of Missouri had outstanding total state general
obligation bond debt amounting to  $1,017,490,000  in principal and $549,133,521
in  interest to be paid over the period such debt  remains  outstanding.  On the
same date, the State had outstanding  total state revenue bond debt amounting to
$114,680,000 in principal and $53,781,402 in interest to be paid over the period
such debt remains  outstanding.  In addition to the state bond debt,  as of June
30, 1997, the total  outstanding  principal amount of debt issued by independent
statutory  authorities  in  Missouri  was  $12,432,950,539.   Factors  that  may
adversely  affect the ability of the  issuers to repay  their debts  include (1)
statutory  and  constitutional  limitations  on the State of  Missouri,  and its
agencies and local political and governmental authorities and (2) the success of
the projects to which the debts relate.

      Missouri  Bond  Ratings.  S&P and  Moody's  rating  service  of state bond
issuers  generally rate a bond issuer's ability to repay debt  obligations.  The
general obligation bonds issued by the State of Missouri are currently rated AAA
by S&P  and Aaa by  Moody's,  the  highest  rating  for  each  agency.  However,
prolonged  uncertainty over the State's current  financial  outlook could impair
the State's  ability to maintain such ratings.  No assurances  can be given that
the State's current ratings will be maintained for any given period or that such
ratings will not be lowered,  suspended or withdrawn  entirely by either  rating
agency.  Any reduction in, suspension of, or withdrawal of such ratings may have
an adverse effect on the resale market price of Missouri bonds.  With respect to
the rating of revenue bonds,  such rating generally depends on the amount of the
revenue from the specific project.

      RISK FACTORS FOR THE NEW JERSEY  FUND.  The State of New Jersey and public
entities  therein are authorized to issue two general  classes of  indebtedness,
the interest on which is exempt from Federal income taxation: general obligation
bonds and special  obligation  or revenue  bonds.  Both  classes of bonds may be
included  in the NEW JERSEY FUND  portfolio.  The  repayment  of  principal  and
interest on general  obligation bonds is secured by the full faith and credit of
the  issuing  entity,  backed  up by such  entity's  taxing  authority,  without
recourse to any specific  project or source of revenue.  Special  obligation  or
revenue  bonds are typically  repaid only from  revenues  received in connection
with the project for which the bonds are issued,  special excise taxes, or other
special revenue sources and are issued by entities without taxing power.  Unless
specifically   guaranteed,   neither  the  State  of  New  Jersey,  any  county,
municipality  nor any  political  subdivisions  thereof  (except for the issuing
entity) are liable for the payment of principal of or interest on revenue bonds.

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<PAGE>

      General  obligation  bonds are repaid from revenues  obtained  through the
issuing  entity's  general  taxing  authority.  The  current  political  climate
encourages  maintaining  or even  lowering  current tax levels.  New Jersey law,
however, requires taxes to be levied to repay debt.

      Any reduction in the amount of revenue  generated by a facility or project
financed by special obligation bonds will affect the issuing entity's ability to
pay debt  service on such bonds and no  assurance  can be given that  sufficient
revenues  will be obtained  from the facility or project to make such  payments,
although in some instances repayment may be guaranteed or otherwise secured.

      There  are  several  types  of  public  agencies  in New  Jersey  that are
authorized  to issue  revenue bonds for  essential  public  purposes,  including
utilities authorities,  improvement authorities,  sewerage authorities,  housing
authorities,  parking  authorities,  redevelopment  agencies  and various  other
authorities  and  agencies.  These  public  agencies  have issued  bonds for the
construction of hospitals,  housing  facilities,  pollution control  facilities,
water and sewage facilities,  power and electric  facilities,  resource recovery
facilities and other public projects or facilities.

      Certain  difficulties  may occur in the  construction or operation of such
facilities  or  projects  that would  adversely  affect  the amount of  revenues
derived therefrom in order to support the issuing entity's payment obligation on
the bonds issued  therefor.  Hospital  facilities,  for example,  are subject to
changes in Medicare and Medicaid reimbursement regulations,  attempts by Federal
and state legislature to limit costs for health care and management's ability to
complete  construction  projects  on a  timely  basis  as  well  as to  maintain
projected rates of occupancy and  utilization.  At any given time,  there may be
several  proposals  pending on a Federal and state level concerning  health care
which  may  further  affect  a  hospital's  debt  service  obligation.   Housing
facilities may be subject to increases in operating costs,  management's ability
to maintain  occupancy levels,  rent restrictions and availability of Federal or
state  subsidies,  while power and electric  facilities  and  resource  recovery
facilities  may be subject  to  increased  costs  resulting  from  environmental
restrictions, fluctuations in fuel costs, delays in licensing procedures and the
general  regulatory  framework in which these facilities  operate.  All of these
entities are constructed and operated under rigid regulatory guidelines.

      The New  Jersey  Economic  Development  Authority  (the  "EDA") is a major
issuer of special  obligation  bonds on a conduit basis in  connection  with its
authority,  pursuant to New Jersey law, to make loans and extend  credit for the
financing  of projects for public  purposes.  The EDA issues the bonds and loans
the proceeds to a borrower who agrees to repay the EDA amounts sufficient to pay
principal and interest on the bonds when the same becomes due.

      Some  borrowers  that  financed  facilities  with  proceeds of  industrial
development   bonds  issued  by  the  EDA  have  defaulted  on  their  repayment
obligations to the EDA. Since these special  obligation  bonds were payable only
from money  received  from the specific  projects that were funded or from other
sources pledged by the borrower to support its repayment obligation, the EDA was
unable to pay debt service to the holders of the bonds issued for the respective
projects. However, because each issue of special obligation bonds depends on its
own revenue for repayment,  these defaults  should not affect the ability of the
EDA to pay debt  service  on other  bonds it issues  in the  future on behalf of
qualified borrowers.

                                       57
<PAGE>

      New Jersey is the ninth largest state in population and the fifth smallest
in land area.  With an average of 1,077  persons per square mile, it is the most
densely populated of all the states.  New Jersey is located at the center of the
megalopolis  which extends from Boston to  Washington,  and which  includes over
one-fifth of the  country's  population.  The  extensive  facilities of the Port
Authority of New York and New Jersey,  the Delaware River Port Authority and the
South  Jersey  Port  Corporation  across the  Delaware  River from  Philadelphia
augment the air, land and water transportation complex which has influenced most
of New Jersey's economy. This central location in the northeastern corridor, the
transportation  and port  facilities  and  proximity  to New York  City make New
Jersey an  attractive  location for  corporate  headquarters  and  international
business  offices.  A number of Fortune  Magazine's  top 500 companies  maintain
headquarters or major  facilities in New Jersey,  and many  foreign-owned  firms
have located facilities in New Jersey.

      New Jersey's  economic  base is  diversified,  consisting  of a variety of
manufacturing,  construction and service industries, supplemented by rural areas
with selective commercial  agriculture.  New Jersey has the Atlantic seashore on
the east and lakes and  mountains  in the north  and  northwest,  which  provide
recreation  for  residents  as well as for  out-of-state  visitors.  Since 1976,
casino  gambling  in  Atlantic  City has been an  important  New Jersey  tourist
attraction.

      New Jersey's  population grew rapidly in the years following World War II,
before slowing to an annual rate of 0.27 percent in the 1970s.  Between 1980 and
1990,  the  annual  growth  rose to 0.51  percent  and  between  1990 and  1997,
accelerated  to .53 percent  (according to the U.S.  Census  Bureau,  Population
Division,  1996 estimates).  While this rate of growth is less than that for the
United States, it compares favorably with other Middle Atlantic States.

      The small  increase  in New  Jersey's  total  population  during  the past
quarter century masks the redistribution of population within New Jersey.  There
has been a significant  shift from the northeastern  industrial areas toward the
four coastal  counties (Cape May,  Atlantic,  Ocean and Monmouth) and toward the
central New Jersey counties of Hunterdon, Somerset and Middlesex.

      After enjoying an extraordinary  boom during the mid-1980s,  New Jersey as
well as the rest of the Northeast  slipped into a slowdown well before the onset
of the national  recession which officially began in July 1990 (according to the
National  Bureau  of  Economic  Research).  By the  beginning  of  the  national
recession of 1990-1991,  construction activity had already been declining in New
Jersey for nearly two years,  growth had  tapered  off  markedly  in the service
sectors and the long-term  downward trend of factory employment had accelerated,
partly because of a leveling off of industrial demand  nationally.  The onset of
recession  caused an acceleration of New Jersey's job losses in construction and
manufacturing,  as well as an  employment  downturn in such  previously  growing
sectors as wholesale  trade,  retail  trade,  finance,  utilities,  trucking and
warehousing.

      In its  seventh  year of  expansion,  New  Jersey has  benefited  and will
continue to benefit from national growth.  While the latest national  indicators
show that economic growth strongly accelerated during the first quarter of 1998,
the inflation  rate remained low. After very robust  economic  growth of 5.5% in
the first quarter of 1998,  inflation-adjusted  gross domestic product slowed to


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1.4% in the second quarter.  This second quarter pace is slower, but is positive
and more sustainable.

      Business  investment  expenditures  and consumer  spending have  increased
substantially  in New  Jersey  as in other  parts  of the  nation.  Capital  and
consumer  spending  may  continue  to rise  due to the  sustained  character  of
economic growth and the interest-sensitive homebuilding industry may continue to
provide  stimulus in New Jersey.  It is expected that the  employment and income
growth  that has and is taking  place  will lead to further  growth in  consumer
outlays.  Reasons  for  continued  optimism  in New  Jersey  include  increasing
employment  levels  and a  higher-than-national  level  of per  capita  personal
income. Also, several expansions of existing hotel-casinos and plans for several
new casinos in Atlantic City will mean additional job creation.

      In  addition,  the New Jersey  growth  potential  is not yet as limited by
labor supply constraints affecting some other parts of the country. The region's
manufacturers  and  trade-related  service  sectors  could  also get a lift from
continued  recovery  in  Western  Europe and  Mexico  and from  relatively  high
economic  growth in South  America.  At the same time,  New Jersey appears to be
less dependent on exports to East Asian  countries that currently have financial
difficulties than many other states, especially those on the West Coast.

      Looking  further  ahead,  prospects  for New Jersey are  favorable.  While
growth is likely to be slower than in the nation, the locational advantages that
have  served  New Jersey  well for many  years  will still be there.  Structural
changes that have been going on for years can be expected to continue,  with job
creation concentrated most heavily in the service industries.

      To the extent that any adverse  conditions exist in the future that affect
the ability of public  agencies  within New Jersey to pay debt  service on their
obligations,   the  value  of  the  NEW  JERSEY  FUND  may  be  immediately  and
substantially affected.

      RISK  FACTORS  FOR NEW YORK  INSURED  TAX FREE FUND.  New York  Insured is
highly  sensitive and vulnerable to the fiscal  stability of New York State (the
"State") and its subdivisions,  agencies, instrumentalities and authorities that
issue the  Municipal  Instruments  in which New York  Insured  concentrates  its
investments.  The following  information  as to certain risk factors  associated
with New York Insured Tax Free Fund's  concentration  in  Municipal  Instruments
issued by New York  issuers is only a brief  summary,  does not  purport to be a
complete  description,  and is based  upon  disclosure  in  Official  Statements
relating  to offers of  Municipal  Instruments,  and  other  publicly  available
information,  prior to the end of  February,  1999.  No  representation  is made
herein  as to  the  accuracy  or  adequacy  of  such  information,  or as to the
existence of any adverse changes in such information after the date thereof.

      The Legislature adopted the debt service component of the State budget for
the 1998-99  fiscal year on March 30,  1998 and the  remainder  of the budget on
April 18,  1998.  In the period  prior to adoption of the budget for the current
fiscal year, the Legislature also enacted  appropriations to permit the State to
continue it operations and provide for other purposes.

      ECONOMIC AND FINANCIAL  FACTORS.  The economic and financial  condition of
the State may be affected by various financial,  social,  economic and political


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factors.  Those factors can be very complex, can vary from fiscal year to fiscal
year,  and are  frequently the result of actions taken not only by the State but
also by entities,  such as the federal government,  that are outside the State's
control.  Because of the  uncertainty and  unpredictability  of changes in these
factors, their impact cannot be fully included in the assumptions underlying the
State's projections.

      Continued  growth in the State  economy is  projected in 1999 and 2000 for
employment,  wages and personal income,  although the growth rate is expected to
moderate from the 1998 pace. However, a continuation of international  financial
and economic turmoil may result in a sharper slowdown than currently  projected.
Personal  income is  estimated  to have grown by 4.9 percent in 1998,  fueled in
part by a continued  large  increase in financial  sector bonus  payments at the
beginning  of the year,  and is  projected  to grow 4.2  percent in 1999 and 4.0
percent in 2000.  Increases in bonus  payments in 1999 and 2000 are projected to
be modest, a distinct shift from the torrid rate of the last few years.  Overall
employment  growth is anticipated  to continue at a modest rate,  reflecting the
slowing  growth  in  the  national  economy,  continued  spending  restraint  in
government, and restructuring in the manufacturing,  health care, social service
and banking sectors.

      The State  Financial  Plan is based upon  forecasts  of national and State
economic  activity  developed through both internal analysis and review of State
and national economic forecasts prepared by commercial  forecasting services and
other public and private forecasters. Economic forecasts have recently failed to
predict  accurately  the timing and magnitude of changes in the national and the
State economies.  Many uncertainties exist in forecasts of both the national and
State economies,  including  consumer  attitudes toward spending,  the extent of
corporate and governmental restructuring, the condition of the financial sector,
federal  fiscal  and  monetary  policies,  the level of  interest  rates and the
condition of the world economy, which could have an adverse effect on the State.
There can be no assurance that the State economy will not experience  results in
the  current  fiscal  year that are worse  than  predicted,  with  corresponding
material  and  adverse  effects  on the  State's  projections  of  receipts  and
disbursements.  Given the recent  volatility  in the  international  economy and
domestic financial markets,  such uncertainties are particularly present at this
time.  The timing and impact of changes in economic  conditions are difficult to
estimate  with a high degree of accuracy.  Unforeseeable  events may occur.  The
actual rate of change in any, or all, of the  categories  that form the basis of
these  forecasts  may  differ  substantially  and  adversely  from  the  outlook
described herein.

      EXECUTIVE BUDGET. The Governor presented his 1999-2000 Executive Budget to
the  Legislature on January 27, 1999. The Executive  Budget  contains  financial
projections  for the  State's  1998-99  through  2001-2002  fiscal  years  and a
proposed Capital Program and Financing Plan for the 1999-2000  through 2003-2004
fiscal  years.  The Governor is expected to prepare  amendments to his Executive
Budget, as permitted under law. These amendments are expected to be reflected in
a revised State  Financial  Plan to be released on or before  February 26, 1999.
There can be no assurance that the Legislature will enact into law the Executive
Budget  as  proposed  by the  Governor,  or  that  the  State's  adopted  budget
projections  will not differ  materially and adversely from the  projections set
forth herein.

      The 1999-2000 State Financial Plan is projected to have receipts in excess
of  disbursements  on a cash basis in the General Fund, after accounting for the

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transfer of available  receipts from 1998-1999 to 1999-2000.  Total General Fund
receipts,  including  transfers  from other  funds,  are  projected to be $38.66
billion,  an increase of $1.88  billion over  projected  receipts in the current
fiscal year. General Fund disbursements, including transfers to other funds, are
projected to be $37.10 billion, an increase of $482 million over 1998-99.  State
Funds  spending  (i.e.,  General  Fund  plus  other  dedicated  funds,  with the
exception of federal aid) is projected to total $49.33  billion,  an increase of
$867  million  or 1.8  percent  from the  current  year.  Under  the  Governor's
recommendations,  spending from All Governmental  Funds is also expected to grow
by 1.8 percent, increasing by $1.25 billion to $72.66 billion.

      The State is projected to close the  1999-2000  fiscal year with a balance
in the General Fund of $2.36 billion.  The balance is comprised of $1.79 billion
in tax reduction  reserves,  $473 million in the Tax Stabilization  Reserve Fund
and $100 million in the Contingency Reserve Fund.

      Projections of total State receipts in the State  Financial Plan are based
on the State tax structure in effect  during the fiscal year and on  assumptions
relating to basic economic factors and their  historical  relationships to State
tax receipts.  In preparing  projections of State receipts,  economic  forecasts
relating to personal income,  wages,  consumption,  profits and employments have
been particularly important. The projection of receipts from most tax or revenue
sources  is  generally  made by  estimating  the  change in yield of such tax or
revenue source caused by economic and other  factors,  rather than by estimating
the total yield of such tax or revenue  source from its estimated tax base.  The
forecasting  methodology,  however, ensures that State fiscal year estimates for
taxes that are based on a computation of annual liability,  such as the business
and personal  income taxes,  are consistent  with  estimates of total  liability
under such taxes.

      Projections of total State disbursements are based on assumptions relating
to  economic  and  demographic  factors,  levels of  disbursements  for  various
services provided by local governments  (where the cost is partially  reimbursed
by  the  State),  and  the  results  of  various  administrative  and  statutory
mechanisms in controlling  disbursements for State operations.  Factors that may
affect the level of  disbursements  in the  fiscal  year  include  uncertainties
relating to the economy of the nation and the State, the policies of the federal
government, and changes in the demand for and use of State services.

      The  Division of the Budget  ("DOB") has  expressed  its opinion  that its
projections  of  receipts  and  disbursements  relating  to  the  current  State
Financial  Plan, and the  assumptions on which they are based,  are  reasonable.
Actual  results,  however,  could  differ  materially  and  adversely  from  the
projections  set forth in this Annual  Information  Statement.  In the past, the
State has taken  management  actions and made use of internal sources to address
potential  State  Financial  Plan  shortfalls,  and DOB  believes  it could take
similar actions should  variances occur in it projections for the current fiscal
year.  The  projections  assume no  changes  in  federal  tax law,  which  could
substantially   alter  the  current  receipts  forecast.   In  addition,   these
projections  do not include  funding for new  collective  bargaining  agreements
after the current contracts expire on April 1, 1999. Each percentage increase in
employee wages would add roughly $70 million in new State  Financial Plan costs.
Collective  bargaining  commitments at current inflationary rates would increase
labor costs by approximately $480 million by the end of the projection period.


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<PAGE>

      Despite  recent  budgetary  surpluses  recorded  by  the  State,   actions
affecting the level of receipts and disbursements,  the relative strength of the
State and regional economy,  and actions of the federal  government have created
structural  budget gaps for the State.  These gaps  resulted  from a significant
disparity between recurring  revenues and the costs of maintaining or increasing
the level of support for State programs. To address a potential imbalance in any
given  fiscal  year,  the State would be  required  to take  actions to increase
receipts and/or reduce  disbursements as it enacts the budget for that year, and
under the State  Constitution,  the  Governor  is required to propose a balanced
budget each year. There can be no assurance,  however, that the Legislature will
enact the Governor's proposals or that the State's actions will be sufficient to
preserve budgetary balance in a given fiscal year or to align recurring receipts
and disbursements in future fiscal years. For example, the fiscal effects of tax
reductions  adopted in the last  several  fiscal years  (including  1998-99) are
projected to grow more  substantially  beyond the 1998-99 fiscal year,  with the
incremental  annual cost of all currently  enacted tax  reductions  estimated at
over $4  billion  by the time  they are fully  effective  in State  fiscal  year
2002-03.  These actions will place pressure on future budget balance in New York
State.

      The State's  outyear  projections may change  substantially  as the budget
process for 1999-2000 continues.  The Governor is expected to propose amendments
to the 1999-2000  Executive Budget, as permitted under law. These amendments may
materially and adversely  impact the projections set forth herein and are likely
to include additional funding for public schools.  Actual results for the fiscal
year may also differ  materially  and adversely from the  projections  set forth
herein.  Finally,  the Legislature may not enact the Governor's proposals or the
State's actions may be insufficient  to preserve  budgetary  balance or to align
recurring  receipts and  disbursements  in either  1999-2000 or in future fiscal
years.

      The fiscal  effects of tax  reductions  adopted in the last several fiscal
years and those proposed by the Governor in the 1999-2000  Executive  Budget are
projected to grow more  substantially  beyond the  1999-2000  fiscal  year.  The
incremental  annual cost of enacted or proposed tax  reductions  is estimated to
peak at $2.1 billion in 2000-01,  then gradually  decline to about $1 billion in
2003-04.

      Over the long-term,  uncertainties  with regard to the economy present the
largest  potential risk to future budget balance in New York State. For example,
a downturn in the  financial  markets or the wider  economy is possible,  a risk
that is heightened by the lengthy expansion currently  underway.  The securities
industry is more  important to the New York  economy than the national  economy,
potentially  amplifying  the impact of an economic  downturn.  A large change in
stock market  performance  during the forecast  horizon could result in wage and
unemployment levels that are significantly  different from those embodied in the
forecast.  Merging and downsizing by firms,  as a consequence of deregulation or
continued foreign competition, may also have more significant adverse effects on
employment than expected. Finally, a "forecast error" of one percentage point in
the estimated  growth of receipts could  cumulatively  raise or lower results by
over $1 billion by 2002.

      An ongoing  risk to the State  Financial  Plan arises  from the  potential
impact of certain  litigation and federal  disallowances now pending against the
State,  which  could  produce  adverse  effects on the  State's  projections  of
receipts and  disbursements.  The State  Financial  Plan assumes no  significant


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litigation or federal  disallowance  or other federal  actions that could affect
State finances, but has significant reserves in the event of such an action.

      To guard against these risks,  that State has projected  reserves of $2.36
billion in 1999-2000,  comprised of $1.79 billion that the Governor is proposing
to set aside as a tax reduction  reserve,  $473 million in the Tax Stabilization
Reserve Fund and $100 million in the Contingency Reserve Fund.

      RECEIPTS.  The  1999-2000  State  Financial  Plan  projects  General  Fund
receipts  (including  transfers from other funds) of $38.66 billion, an increase
of $1.88 billion over the estimated  1998-99 level.  After adjusting for tax law
and  administrative  changes,  recurring  growth in the General Fund tax base is
projected to be approximately 3 percent during 1999-2000.

      The forecast of General Fund receipts in 1999-2000 reflects the next stage
of the School Tax Relief  (STAR)  property tax reduction  program,  which has an
incremental cost of $638 million in 1999-2000,  as well as the continuing impact
of earlier tax reduction  totaling  approximately $2 billion.  In addition,  the
Executive Budget reflects several new tax reduction proposals that are projected
to have only a modest  impact on  receipts in  1999-2000  and  2000-01,  but are
expected to reduce receipts by 1.04 billion annually when fully phased in at the
end of 2003-04.

      The  largest new tax cut  proposals  call for  further  reductions  in the
personal income tax to benefit middle income taxpayers. These proposals increase
the income  threshold where the top tax rate of 6.85 percent applies and doubles
the value of the dependent  exemption of $2,000. The fully effective annual cost
of these  proposals is $600  million in fiscal year  2003-04.  In addition,  the
Executive Budget includes  several other targeted tax cut proposals,  including:
reducing  certain  energy  taxes;   lowering  the  alternative  minimum  tax  on
corporations  from 3 percent to 2.5  percent;  extending  the  business tax rate
reductions  enacted for general  corporations  last year to banks and  insurance
companies;  creating a New York Capital Asset Exclusion for investments in a New
York business;  creating a new credit for job creation in cities;  expanding the
Qualified  Emerging  Technology  Credit;  conforming  the  estate  tax to recent
federal changes;  eliminating several nuisance taxes and fees, including minimum
taxes imposed on petroleum and aviation businesses; and expanding the income tax
credit  benefits  provided  to  farmers to ease  school  property  tax  burdens.
Together,   these  targeted   reductions  will  have  a  full  annual  value  of
approximately $440 million.

      Personal  income tax  collections  for  1999-2000  are  projected to reach
$22.83 billion, an increase of $2.65 billion (13.2 percent) over 1998-1999. This
increase is due in part to refund reserve  transactions  which serve to increase
reported  1999-2000  personal income tax receipts by $1.77 billion.  Collections
also benefit from the estimated increase in income tax liability of 13.5 percent
in 1998 and 5.3 percent in 1999.  The large  increases  in  liability  in recent
years  have been  supported  by the  continued  surge in taxable  capital  gains
realizations.  This activity is related at least  partially to recent changes in
the federal tax treatment of such income.  The growth in capital gains income is
expected to plateau in 1999, Growth in 1999-2000 personal income tax receipts is
partially  offset by the  diversion of such  receipts into the School Tax Relief




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Fund,  which  finances the STAR tax  reduction  program.  For  1999-2000,  $1.22
billion will be deposited into this fund, an increase of $638 million.

      User  taxes  and fees are  projected  at $7.16  billion  in  1999-2000,  a
decrease of $72  million  from the current  year.  The decline in this  category
reflects the  incremental  impact of  already-enacted  tax  reductions,  and the
diversion of $30 million of additional motor vehicles  registration  fees to the
Dedicated  Highway  and Bridge  Trust  Fund.  Adjusted  for these  changes,  the
underlying  growth  of user  taxes and fees is  projected  at 2.5  percent.  The
largest  source of  receipts in this  category  is the sales and use tax,  which
accounts for nearly 80 percent of projected receipts. The continuing base of the
sales tax is projected to grow 4.4.  percent in the coming year, and assumes the
Legislature will not enact  additional  "sales-tax free" weeks that would affect
receipts  before  December 1, 1999,  when the sales and use tax on clothing  and
footwear under $100 is eliminated.

      Business tax receipts  are expected to total $4.53  billion in  1999-2000,
$267 million  below  1998-99  estimated  results.  The impact of tax  reductions
scheduled in law, as well as slower growth in the underlying  tax base,  explain
the decline in the category of the State Financial Plan.

      Receipts from other taxes, which are comprised  primarily of receipts from
estate and gift taxes and pari-mutuel taxes on wagering, are expected to decline
$119  million  to $980  million in  1999-2000.  The  ongoing  effect of tax cuts
already in law is the main reason for the decline.  In addition,  this  category
formerly included receipts from the real property gains tax that was repealed in
1996, and receipts from the real property  transfer tax that,  since 1996,  have
been earmarked to support various environmental programs.

      Miscellaneous  receipts  includes license  revenues,  income from fees and
fines,  abandoned  property  proceeds,  investment  income, and a portion of the
assessments levied on medical providers.  Miscellaneous receipts are expected to
total  $1.24  billion in  1999-2000,  a decline of $292  million  from  1998-99.
Roughly $165 million of this decline is attributable to the ongoing phase-out of
medical  provider  assessments.  In  addition,  the  Executive  Budget  proposes
eliminating medical provider assessments on April 1, 1999, one year earlier than
planned,  which accounts for another $26 million of the year-to-year  decline in
miscellaneous  receipts  (the  remainder of the provider  assessment  savings is
reflected in lower  General Fund  disbursements).  Transfers to the General Fund
consist primarily of tax revenues in excess of debt service requirements.  State
sales tax proceeds in excess of amounts needed to support debt service  payments
for the Local Government  Assistance  Corporation  account for 82 percent of the
1999-2000  receipts in this category.  Transfers to the General Fund decline $63
million in 1999-2000,  reflecting lower projected  receipts from the real estate
transfer tax.

      DISBURSEMENTS.  The 1999-2000 State  Financial Plan projects  General Fund
disbursements  and  transfers to other funds of $37.10  billion,  an increase of
$482  million over  projected  spending  for the current  year.  Grants to local
governments  constitute  approximately  67 percent of all General Fund spending,
and include payments to local governments, non-profit providers and individuals.
Disbursements  in this  category  are  projected  to decrease  $87 million  (0.4
percent) to $24.81 billion in 1999-2000,  in part due to a $175 million  decline
in proposed spending for legislative initiatives.


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      General Fund  spending  for school aid is projected at $9.99  billion on a
State  fiscal year basis,  an increase of $292 million  (3.0  percent)  from the
current  fiscal year. The Executive  Budget  recommends  additional  funding for
operating  aid building  aid, and textbook and computer  aids. It also funds the
remainder  of aid  payable for the  1998-99  school  year.  These  increase  are
partially offset by the elimination of categorical  grants,  reductions in BOCES
aid, and other formula modifications.  A new Educational Improvement block grant
replaces  categorical programs such as pre-kindergarten and minor maintenance to
give school districts greater flexibility in meeting locally-determined needs.

      Medicaid  spending is estimated  to total $5.50  billion in  1999-2000,  a
modest  decline of $87 million or 1.6 percent from 1998-99.  To achieve  program
savings,  the Executive Budget recommends a series of cost containment  actions,
including  restructuring rates paid to providers for certain services,  shifting
treatments for certain services to outpatient settings, and maximizing allowable
federal  funds.  At the same time,  medical  providers  would  benefit  from the
proposed acceleration of the phase-out of provider assessments already scheduled
in law.  The State had planned to  eliminate  provider  assessments  on April 1,
2000; the Executive  Budget  proposes  eliminating  them one year earlier.  As a
result,  health  care  providers  will not be  required  to pay $223  million in
assessments in 1999-2000.

      Spending  on  welfare  is  projected  at $1.49  billion,  a decline of $41
million (2.7 percent) from 1998-99. Since 1994-95, State spending on welfare has
fallen by $709 million,  or 32 percent,  driven by significant  welfare  changes
initiated  at the State and federal  levels and a large,  steady  decline in the
number of people receiving benefits.  Several trends have contributed to falling
caseloads, including the State's strong economic performance over the past three
years; State, federal and local  welfare-to-work  initiatives that have expanded
training and support services to assist recipients in becoming  self-sufficient;
tightened  eligibility  review for applicants;  and aggressive  fraud prevention
measures.

      Local assistance  spending for Children and Families Services is projected
at $864 million in 1999-2000,  down $42 million (4.7 percent) from 1998-99.  The
decline in General Fund spending is offset by higher  spending on child care and
child welfare services that is occurring with federal  Temporary  Assistance for
Needy Families ("TANF") funds, which has allowed the State to lower General Fund
spending while still expanding services in this area.

      In  Mental  Health,  the  State  projects  spending  of  $619  million  in
1999-2000,  an increase of $40 million (7 percent) over  1998-99,  including $23
million in additional  funding for the Community  Reinvestment  Program.  Mental
Retardation and Development  Disabilities  spending  increases by $17 million to
$576  million.   Major  components  of  spending  growth  include  an  inflation
adjustment for Medicaid  programs,  annualization of new community services from
1998-99,  and the first year of the  NYS-CARES  initiative  that is projected to
invest  $129  million  in  State  funds  over  the next  five  years to  develop
community-based beds for persons on waiting lists.

      Spending for all other local assistance  programs will total $5.72 billion
in  1999-2000,  decline of $266 million  from  1998-99.  Lower  spending of $175
million for legislative  member items in 1999-2000  accounts for the majority of
the  year-to-year  change.  Proposed  actions to restructure the State's tuition
assistance  program  produce a decline of $17 million from the  previous  fiscal

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year.  Unrestricted  aid to local  governments is estimated at $882 million,  $9
million below 1998-99 levels.

      AUTHORITIES. The fiscal stability of the State is related, in part, to the
fiscal stability of its public  authorities (i.e.,  public benefit  corporations
created by State law, other than local  authorities).  There are numerous public
authorities,  with  various  responsibilities,  including  those which  finance,
construct and/or operate revenue producing public facilities. As of December 31,
1998, there were 17 public authorities that had outstanding debt of $100 million
or more, and the aggregate  outstanding debt,  including refunding bonds, of all
State public  authorities was $84 billion,  only a portion of which  constitutes
State-supported or State-related debt.

      Public authorities are not subject to the  constitutional  restrictions on
the  incurrence  of debt which apply to the State itself and may issue bonds and
notes   within  the  amounts   and   restrictions   set  forth  in   legislative
authorization.  State  legislation  authorizes  financing  techniques for public
authorities such as State (i) guarantees of public authority  obligations,  (ii)
lease-purchase  and  contractual-obligation  financing  arrangements  and  (iii)
statutory moral obligation  provisions.  The State's access to the public credit
markets could be impaired,  and the market price of its outstanding  debt may be
materially  adversely affected,  if any of its public authorities,  particularly
those using the financing  techniques  specified above, were to default on their
respective  obligations.  The State has numerous public authorities with various
responsibilities,  including  those  which  finance,  construct  and/or  operate
revenue producing public  facilities.  Public authority  operating  expenses and
debt  service  costs are  generally  paid by revenues  generated  by the project
financed or operated, such as tolls charged for the use of highways,  bridges or
tunnels,  charges for public power,  electric and gas utility services,  rentals
charged for housing units, and charges for occupancy at medical care facilities.
In addition,  certain statutory  arrangements provide for State local assistance
payments,   otherwise   payable  to   localities,   to  be  made  under  certain
circumstances  to certain  public  authorities.  The State has no  obligation to
provide additional assistance to localities whose local assistance payments have
been paid to public authorities under these arrangements.  However, in the event
that such local  assistance  payments are so diverted,  the affected  localities
could seek additional State assistance.

      Some public  authorities also receive moneys from State  appropriations to
pay for the  operating  costs of certain of their  programs.  For  example,  the
Metropolitan  Transportation  Authority receives the bulk of this money in order
to carry out mass transit and commuter services.

      MUNICIPALITIES.  The counties, cities, towns and villages of the State are
political  subdivisions  of the  State  with the  powers  granted  by the  State
Constitution and statutes. As the sovereign,  the State retains broad powers and
responsibilities  with respect to the finances and welfare of such  subdivisions
as well as school  districts,  fire districts and other  district  corporations,
especially in the areas of education  and social  services.  Certain  localities
have experienced  financial problems and have requested and received  additional
State  assistance  during  the last  several  State  fiscal  years.  The  fiscal
stability  of  the  State  is  thus  related  to  the  fiscal  stability  of its
localities,  including  The City of New York.  A number of factors  could affect
localities   during  the  State's  1998-1999  and  1999-2000  fiscal  years  and
thereafter.

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      NEW YORK CITY

      The fiscal health of the State may be affected by the fiscal health of The
City of New York ("the City"), which continues to require significant  financial
assistance form the State. The City depends on State aid both to enable the City
to balance its budget and to meet its cash requirements. The State could also be
affected by the ability of the City, and certain  entities  issuing debt for the
benefit  of the City,  to market  their  securities  successfully  in the public
credit markets. The City has achieved balanced operating results for each of its
fiscal years since 1981 as reported in accordance with the then-applicable  GAAP
standards.  Although the City has  balanced its budget since 1981,  estimates of
the  City's  future  revenues  and  expenditures,  which are  based on  numerous
assumptions,  are subject to various  uncertainties.  If, for example,  expected
Federal  or State aid is not  forthcoming;  if  unforeseen  developments  in the
economy significantly reduce revenues derived from economically sensitive taxes,
or necessitate increased expenditures for public assistance;  if the City should
negotiate wage increases for its employees greater than the amounts provided for
in the City's financial plan; or if other uncertainties  materialize that reduce
expected revenues or increase projected  expenditures,  then, to avoid operating
deficits,  the City may be required to implement  additional actions,  including
increases in taxes and  reductions in essential  City  services.  The City might
also seek additional assistance from the State.

      In response to the City's fiscal crisis in 1975,  the State took action to
assist the City in returning to fiscal stability. Among those actions, the State
established  the  Municipal  Assistance  Corporation  for The  City of New  York
("MAC")  to  provide  financing  assistance  to the  City;  the New  York  State
Financial  Control Board (the "Control  Board") to oversee the City's  financial
affairs; and the Office of the State Deputy Comptroller for the City of New York
("OSDC")   to  assist  the   Control   Board  in   exercising   its  powers  and
responsibilities. A "Control Period" existed from 1975 to 1986, during which the
City was subject to certain statutorily-prescribed fiscal controls. Although the
Control  Board  terminated  the Control  Period in 1986 when  certain  statutory
conditions  were  met and  suspended  certain  Control  Board  powers,  upon the
occurrence  or  "substantial  likelihood  and  imminence"  of the  occurrence of
certain events,  including (but not limited to) a City operating  budget deficit
of more than $100 million or impaired access to the public credit  markets,  the
Control Board is required by law to reimpose a Control  Period.  Currently,  the
City and its Covered  Organizations  (i.e.,  those which  receive or may receive
moneys from the City  directly,  indirectly  or  contingently)  operate  under a
four-year  financial  plan which the City  prepares  annually  and  periodically
updates.  The City's  financial  plan includes its capital,  revenue and expense
projections and outlines proposed  gap-closing programs for years with projected
budget gaps.

      The City's projections are based on various assumptions and contingencies,
some of which are uncertain and may not materialize. Unforeseen developments and
changes in major  assumptions could  significantly  affect the City's ability to
balance its budget as required by State law and to meet its annual cash flow and
financing requirements.

      Implementation  of the City's  financial  plan is also  dependent upon the
ability of the City and  certain  entities  issuing  debt for the benefit of the
City to market their  securities  successfully.  The City issues  securities  to
finance,  refinance and rehabilitate  infrastructure and other capital needs, as


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well as for  seasonal  financing  needs.  In  order  to help  the  City to avoid
exceeding its State Constitutional general debt limit, the State created the New
York City  Transitional  Finance  Authority  to  finance a portion of the City's
capital program. Despite this additional financing mechanism, the City currently
projects  that, if no further  action is taken,  it will reach its debt limit in
City fiscal year 1999-2000.  On June 2, 1997, an action was commenced  seeking a
declaratory  judgment  declaring the legislation  establishing  the Transitional
Finance Authority to be unconstitutional. On November 25, 1997 the State Supreme
Court  found  the  legislation  establishing  the TFA to be  constitutional  and
granted the defendants' motion for summary judgment. The plaintiffs appealed the
decision. On July 30, 1998, the Appellate Division,  Third Department,  affirmed
the Supreme  Court  decision.  Plaintiffs  filed a notice of appeal with the New
York Court of Appeals asserting an appeal as of right of the Appellate  Division
order. That appeal was dismissed on September 22, 1998. Plaintiffs  subsequently
filed  motion for leave to appeal to the Court of Appeals.  Future  developments
concerning  the City or entities  issuing debt for the benefit of the City,  and
public discussion of such developments,  as well as prevailing market conditions
and securities credit ratings, may affect the ability or cost to sell securities
issued by the City or such  entities  and may also  affect  the market for their
outstanding securities.

      The  staffs of the  Control  Board,  OSDC and the City  Comptroller  issue
periodic  reports  on the  City's  financial  plans  which  analyze  the  City's
forecasts  of  revenues   and   expenditures,   cash  flow,   and  debt  service
requirements, as well as compliance with the financial plan, as modified, by the
City and its Covered  Organizations.  According to recent staff  reports,  while
economic  recovery in New York City has been slower than in other regions of the
country, a surge in Wall Street profitability resulted in increased tax revenues
and  generated a  substantial  surplus for the City in City fiscal year 1996-97.
Subsequent staff reports indicate that the City projected a substantial  surplus
for the City in 1997-98.  Although  several  sectors of the City's  economy have
expanded recently,  especially  tourism and business and professional  services,
City tax revenues remain heavily dependent on the continued profitability of the
securities industries and the course of the national economy. Staff reports have
indicated that recent City budgets have been balanced in part through the use of
non-recurring resources and that the City's Financial Plan tends to rely in part
on actions  outside its direct  control.  These reports have also indicated that
the City has not yet  brought  its  long-term  expenditure  growth  in line with
recurring  revenue  growth  and that  the City is  likely  to  continue  to face
substantial gaps between forecast revenues and expenditures in future years that
must be closed with reduced expenditures and/or increased revenues.  In addition
to these  monitoring  agencies,  the  Independent  Budget  Office (IBO) has been
established  pursuant  to the  City  Charter  to  provide  analysis  to  elected
officials and the public on relevant fiscal and budgetary  issues  affecting the
City.

      OTHER LOCALITIES

      Certain localities outside The City of New York have experienced financial
problems and have requested and received  additional State assistance during the
last several State fiscal years. The potential impact on the State of any future
requests  by  localities  for  additional  assistance  is  not  included  in the
projections of the State's  receipts and  disbursements  for the State's 1998-99
fiscal year.


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      Fiscal  difficulties  experienced  by the City of Yonkers  resulted in the
re-establishment  of the Financial  Control Board for the City of Yonkers by the
State in 1984.  That Board is charged with  oversight  of the fiscal  affairs of
Yonkers.  Future  actions  taken by the State to assist  Yonkers could result in
increased State  expenditures for extraordinary  local  assistance.  On June 30,
1998,  the City of Yonkers  satisfied  the statutory  conditions  for ending the
supervision on its finances by a State-ordered  control board. Pursuant to State
law, the control  board's powers over City finances  lapsed six months after the
satisfaction of these conditions, on December 31, 1998.

      Beginning  in 1990,  the City of Troy  experienced  a series of  budgetary
deficits that resulted in the  establishment of a Supervisory Board for the City
of Troy in 1994. The  Supervisory  Board's  powers were increased in 1995,  when
Troy MAC was  created to help Troy avoid  default  on certain  obligations.  The
legislation  creating Troy MAC  prohibits the City of Troy from seeking  federal
bankruptcy protection while Troy MAC bonds are outstanding.

      Eighteen municipalities received extraordinary  assistance during the 1996
legislative session through $50 million in special  appropriations  targeted for
distressed cities and twenty-eight municipalities received more than $32 million
in targeted  unrestricted aid in the 1997-98 budget. Both of these emergency aid
packages  were  largely  continued  through the 1998-99  budget.  The State also
dispersed an additional  $21 million among all cities,  towns and villages after
enacting a 3.9  percent  increase  in General  Purpose  State Aid in 1997-98 and
continued this increase in 1998-99.

      The  appropriation  and allocation of general purpose local government aid
among  localities,  including  New  York  City,  is  currently  the  subject  of
investigation by a State  commission.  While the distribution of general purpose
local  government aid was  originally  based on a statutory  formula,  in recent
years  both the  total  amount  appropriated  and the  amounts  appropriated  to
localities  have been  determined by the  Legislature.  A State  commission  was
established  to study the  distribution  and  amounts of general  purpose  local
government aid and recommended a new formula by June 30, 1999,  which may change
the way aid is allocated.

      Municipalities and school districts have engaged in substantial short-term
and long-term  borrowings.  In 1996, the total indebtedness of all localities in
the State other than The City of New York was  approximately  $20.0  billion.  A
small portion  (approximately  $77.2 million) of that  indebtedness  represented
borrowing  to  finance  budgetary  deficits  and was  issued  pursuant  to State
enabling  legislation.  State law  requires the  Comptroller  to review and make
recommendations  concerning  the budgets of those local  government  units other
than The City of New York  authorized  by  State  law to issue  debt to  finance
deficits  during  the  period  that  such  deficit   financing  is  outstanding.
Twenty-one localities had outstanding  indebtedness for deficit financing at the
close of their fiscal years ending in 1996.

      Like the State,  local  governments  must  respond to changing  political,
economic and  financial  influences  over which they have little or not control.
Such changes may  adversely  affect the  financial  condition  of certain  local
governments.  For example,  the federal  government may reduce (or in some cases
eliminate)  federal  funding of some local programs  which, in turn, may require
local  governments to fund these  expenditures  from their own resources.  It is
also possible that the State, New York City, or any of their  respective  public


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authorities  may suffer serious  financial  difficulties  that could  jeopardize
local  access to the  public  credit  markets,  which may  adversely  affect the
marketability  of notes  and  bonds  issued  by  localities  within  the  State.
Localities may also face  unanticipated  problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. Other large-scale
potential   problems,   such  as   declining   urban   populations,   increasing
expenditures,  and the loss of skilled  manufacturing  jobs,  may also adversely
affect localities and necessitate State assistance.

      LITIGATION. An additional risk to the State Financial Plan arises from the
potential impact of certain litigation and of federal  disallowances now pending
against the State,  which could  adversely  affect the  State's  projections  of
receipts and  disbursements.  The State  Financial  Plan assumes no  significant
litigation or federal  disallowance  or other federal  actions that could affect
State  finances,  but has  significant  reserves in the event of such an action.
Various legal proceedings in which the State is involved concern State finances,
State programs and miscellaneous civil rights, real property, contract and other
tort claims in which the State is a defendant and the potential  monetary claims
against the State sought are  substantial,  generally in excess of $100 million.
These  proceedings or the initiation of new proceedings  could adversely  affect
the financial  condition of the State in the 1997-98  fiscal year or thereafter.
There can be no assurance that adverse  decisions in legal  proceedings  against
the State would not exceed the amount of the resources available for the payment
of judgments.

      YEAR 2000 COMPLIANCE.  The State is currently addressing Year 2000 ("Y2K")
data processing  issues.  Since its inception,  the computer industry has used a
two-digit  date  convention to represent  the year.  In the year 2000,  the date
field will contain "00" and, as a result,  many  computer  systems and equipment
may not be able to process dates properly or may fail since they may not be able
to  distinguish  between  the years 1900 and 2000.  The Year 2000 issue not only
affects  computer  programs,  but also the hardware,  software and networks they
operate  on. In  addition,  any  system or  equipment  that is  dependent  on an
embedded chip, such as  telecommunication  equipment and security  systems,  may
also be adversely affected.

      In 1996,  the State  established  The Year 2000 Data Change  Initiative to
facilitate  and coordinate  the State's Y2K  compliance  effort.  The Office for
Technology  ("OFT"),  under  the  direction  of the  Governor's  Office of State
Operations,  is responsible for monitoring the State's  compliance  progress and
for  providing  assistance  and  resources  to state  agencies.  Each  agency is
responsible  for bringing their  individual  systems into Year 2000  compliance.
Year 2000  compliance has been  identified by the Governor as the State's number
one technology priority.

      In 1997,  OFT  completed a risk  assessment  of 712 State Data  processing
systems and prioritized those systems for purposes of Year 2000 compliance.  The
State has estimated that investment of at least $140 million will be required to
bring The State's  approximately  350 mission critical and high priority systems
into Year 2000  compliance.  Mission-critical  systems are those that may impact
the public  safety,  safety and welfare of The State and it s citizens,  and for
which  failure  could have a material  and adverse  impact on State  operations.
High-priority  systems are critical for a State agency to fulfill its mission or
deliver services. The State allocated over $117 million in centralized Year 2000
funding  in  1998-99  to  those  agencies  that  maintain  mission-critical  and
high-priority  systems.  Agencies are also  expending  funds from their  capital
budgets to address  the Year 2000  compliance  issue.  The State is  planning on


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spending an  additional  $19 million in 1999-2000  for Year 2000  embedded  chip
compliance,  and is also making a contingent  appropriation available for unseen
emergencies. The Year 200 compliance effort may require additional funding above
amounts  assumed in the State  Financial Plan, but those amounts are not assumed
to be material.

      OFT is monitoring compliance progress for the State's mission-critical and
high-priority  systems and is reporting  compliance  progress to the  Governor's
office on a quarterly  basis.  As of December  1998,  the State had completed 93
percent of overall compliance effort on its mission-critical systems; 18 systems
are now Year 200  compliant  and the  remaining  systems  are on  schedule to be
compliant  by the first  quarter of 1999.  As of  December  1998,  the State has
completed 70 percent of overall compliance effort on the high-priority  systems;
168 are now Year 2000 compliant and the remaining  systems are on schedule to be
compliant by the second  quarter of 1999.  Compliance  testing is expected to be
completed by the end of calender 1999.

      The State is also  addressing  a number of issues  related to bringing its
mission-critical systems into compliance,  including: testing throughout 1999 of
over 800 data exchange  interfaces with federal,  state,  local and private data
partners;  completion of an inventory of priority equipment and systems that may
depend on  embedded  chips  and may  therefore  need  remediation  in 1999;  and
contacting  critical  vendors and supply partners to obtain Year 2000 compliance
status information and assurances.

      Since  problems could be identified  during the  compliance  testing phase
that could produce  compliance  delays, the State is also requiring its agencies
to complete  contingency  plans for priority systems and business process by the
first quarter of 1999.  These plans will be integrated  into the State Emergency
Response Plan and  coordinated  by the State  Emergency  Management  Office.  In
addition,  the  State  Public  Service  Commission  has  ordered  that all State
regulated utilities complete Year 2000 activities for mission-critical  systems,
including  contingency  plans,  by July 1, 1999. The State has also been working
with local  governments  since December 1996 to raise awareness,  promote action
and provide assistance with Year 2000 compliance.

      While New York State is taking what it believes to be  appropriate  action
to  address  Year 2000  compliance,  there can be no  guarantee  that all of the
State's  systems and equipment  will be Year 2000  compliant and that there will
not be adverse impact upon State operations or finances as a result.  Since Year
2000  compliance by outside  parties is beyond the State's control to remediate,
the failure of outside  parties to achieve  Year 2000  compliance  could have an
adverse impact on State operations or finances as well.

      RISK  FACTORS  FOR THE  NORTH  CAROLINA  FUND.  North  Carolina  state and
municipal  securities  may be  adversely  affected  by  economic  and  political
conditions and developments within the State of North Carolina.

      ECONOMIC  PROFILE.  The  economic  profile  of  the  State  consists  of a
combination of agriculture,  industry and tourism. The State is moving away from
its traditional agricultural base towards a service and goods-producing economy.
The State labor force reflects this increased  emphasis toward  non-agricultural
production.  According to the North  Carolina  Employment  Security  Commission,


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total  non-agricultural  employment  as of  December,  1998,  was  approximately
3,821,600 jobs, of which 820,800 were in the manufacturing industry. While total
nonagricultural  employment  has risen since 1991,  when total  non-agricultural
employment was  approximately  3,072,200,  manufacturing  industry jobs are down
from 826,100 in 1991. Total non-agricultural  employment is slightly higher than
in 1997, when there were approximately  3,666,800 jobs in this category, but the
number of  manufacturing  industry  employees  has again dropped from 847,300 in
1997.   A  majority   of  the   employment   that  was   available   within  the
non-manufacturing  industry as of December,  1998, was provided by retail trade,
the services industry and the government sector. In December, 1998, retail trade
provided  approximately  686,700 jobs, services provided  approximately  926,300
jobs and the government  sector provided  approximately  618,800 jobs. All these
figures were increased over 1997.

      Based upon the  available  1990  official  census  estimates of population
growth,  the population of North Carolina increased 11.4% from 5,880,095 in 1980
to  6,632,448  in  1990.  The  Employment  Security  Commission   estimates  the
unadjusted  unemployment  rate in 1998 at 3.5% of the labor  force,  as compared
with the nationwide  seasonally adjusted  unemployment rate of 4.3%. This places
North Carolina  unemployment  at its lowest level since 1989. The North Carolina
annual average unemployment rate over the past nine years has ranged from a high
of 5.9% in 1992 to a low of 3.5% in 1989.

      Agriculture  remains a basic  economic  element in North  Carolina.  North
Carolina  ranked  eighth (8th) in the nation in total farm income again in 1997.
Total gross agricultural  income in 1997 was approximately $8.3 billion, up from
$7.9 billion in 1996.  Meat animals moved  slightly ahead of poultry and eggs as
the leading source of agricultural non-crop income in the State. Income from the
production  of meat  animals  such as  hogs,  cattle  and  sheep  for  1997  was
approximately  $2.24 billion,  accounting for  approximately  26.9% of the gross
agricultural  income.  These  figures  are up from  $1.9  billion  in  1996.  In
addition,  tobacco  production  remains the leading source of agricultural  crop
income  in the  State.  Income  from  the  production  of  tobacco  for 1997 was
approximately  $1.2 billion,  accounting  for  approximately  14.4% of the gross
agricultural income. The amount of income received was up from the previous high
of  $1.1  billion  in  1992.  However,  the  percentage  of  the  State's  gross
agricultural  income from tobacco sales continues to decline from 21.2% in 1992,
and 14.8% in 1994. Federal  legislation,  regulatory measures and civil lawsuits
regarding   tobacco   production   and  marketing,   along  with   international
competition,  have and are  expected to continue  to affect  tobacco  farming in
North Carolina.  Changes in such factors or any other adverse  conditions in the
tobacco farming sector could have negative  effects on farm income and the North
Carolina economy as a whole.

      In 1997, there were approximately  57,000 farms in the State,  compared to
59,000 in 1993 and  72,000 in 1978.  Even  though  the total  number of farms in
North Carolina has decreased, the diversity of agriculture in North Carolina and
a continuing  push in agriculture  marketing  efforts have protected farm income
from some of the wide  variations  that have been  experienced  in other  states
where  most of the  agricultural  economy  is  dependent  on a small  number  of
agricultural commodities. According to the State Commissioner of Agriculture, in
1997 North  Carolina  ranked first in the nation in the production of flue-cured
tobacco,  total  tobacco,  turkeys  raised  and  sweet  potatoes;  second in the
production of Christmas  trees,  the number of hogs and pigs on farms,  hogs and
pigs cash  receipts,  and trout sales;  third in  production  of  cucumbers  for


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pickles, poultry and egg products cash receipts, and greenhouse and nursery cash
receipts;  fourth  in  net  farm  income,  commercial  broilers,   peanuts,  and
strawberries;  sixth in  burley  tobacco,  blueberries  and cash  receipts  from
livestock,  dairy and poultry; and seventh in watermelons,  cotton, catfish sold
and all commodities cash receipts.  A strong  agribusiness  sector also supports
farmers with farm inputs (fertilizer, insecticide, pesticide and farm machinery)
and  processing  of  commodities  produced  by farmers  (vegetable  canning  and
cigarette manufacturing).

      The North Carolina  Department of Commerce,  Travel and Tourism  Division,
has reported in 1997 approximately $10.1 billion was spent on travel and tourism
in the  State,  up 4.1% from  1996.  Travel  and  tourism  income  for the State
continues to increase from  approximately  $9.8 billion in 1996, $9.2 billion in
1995,  $8.5  billion in 1994 and $8.0  billion  in. In 1997 the  State's  travel
industry  generated more than $761 million in state and local taxes and provided
approximately 171,000 full-time  tourism-related jobs. The number of visitors to
North Carolina in 1997 is estimated at 41,131,000.

      LEGISLATIVE  AND  JUDICIAL  DEVELOPMENTS.   The  following  represents  an
overview of the State budgetary system and a discussion of legislation passed by
the General  Assembly in recent years along with current  judicial  developments
affecting the State budget and fiscal health.

      In North  Carolina the issuance of municipal debt is overseen by the North
Carolina  Local  Government  Commission.  This  Commission  is  composed of nine
members  including  the State  Treasurer,  the  Secretary  of  State,  the State
Auditor,  and the Secretary of Revenue.  This  Commission  handles the approval,
sale,  and  delivery of all local bonds and notes  issued in North  Carolina and
monitors  certain  fiscal  and  accounting  standards  prescribed  by The  Local
Government  Budget and Fiscal Control Act. No unit of local government can incur
bonded indebtedness  without the Commission's prior approval.  If approved,  the
obligations  are sold by the  Commission on a sealed bid basis.  The  Commission
then monitors the local unit's debt service through a system of monthly reports.

      Over the past twenty years,  North  Carolina State debt  obligations  have
maintained  ratings of Aaa in Moody's and AAA in S&P.  There can be no assurance
that the State's current ratings will be maintained for any given period or that
such  ratings will not be lowered,  suspended  or  withdrawn  entirely by either
rating agency.

      The North Carolina State Constitution requires that the total expenditures
of the State for the fiscal  period  covered by the budget  shall not exceed the
total receipts during that fiscal period plus the surplus remaining in the State
Treasury at the beginning of the period.  The State has not realized any revenue
shortfalls  in recent fiscal  years.  For the three most recent  fiscal  periods
ending June 30, 1996,  1997 and 1998 the State realized total  budgetary  credit
balances of approximately  $726.5 million,  $759.3 million,  and $729.2 million,
respectively.  However,  during the 1989-90 and 1990-91 fiscal years,  the State
had revenue  shortfalls  of  approximately  $282.2  million and $644.5  million,
respectively, requiring the Governor and General Assembly to mandate significant
spending  constraints  through reductions in spending  authorizations and hiring
restrictions to fulfill the constitutional requirement of maintaining a balanced
budget.  Therefore,  even  though  the State  has not  experienced  any  revenue
shortfalls  in recent  years,  there is no  guarantee  that a  budgetary  credit
balance will continue to be realized in future periods.

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<PAGE>

      The State budget is based upon a correlation  between  estimated  revenues
and  expenditures for the State and various State and non-State  factors.  These
factors  include  State and national  economic  conditions,  federal  government
legislation and policies, and international  activities and economic conditions.
The General Fund and the Highway Fund represent the two major operating funds.

      Revenues  from  the  General  Fund  are  used  to  finance  virtually  all
non-highway operations of the State Government,  while revenues from the Highway
Fund,  the  majority of which are  generated  by taxes and fees related to motor
vehicles and highway use, are primarily used for the  maintenance  and upkeep of
the State highway system.

      In 1996, the Governor  recommended a comprehensive  tax package similar to
the package  recommended in 1995. The objective of the Governor's  Comprehensive
Tax Policy  continued to be the reduction of the tax burden on  individuals  and
families,  and the enactment of tax incentives to encourage  economic growth and
job creation.  The Governor proposed (1) to reduce the sales tax on food from 4%
to 3%; (2) to increase the homestead  exemption  from $15,000 to $18,000 and the
maximum income  eligibility from $11,000 to $15,000;  (3) to lower the corporate
income tax rate, over a 4-year period, from 7.75% to 6.75%; and (4) to institute
a 7% income  tax  credit,  taken  over  seven  years,  for  investments  and new
machinery and equipment.  Most of the Governor's  recommended tax relief program
was enacted by the General Assembly,  with some modifications.  The 1996 General
Assembly  enacted a 1996-97  State Budget of $19.1  billion,  comprised of $10.6
billion  from the General  Fund,  $1.6 billion from the Highway Fund and Highway
Trust Fund,  $4.9  billion  from  Federal  Funds,  and $2.0  billion  from other
receipts such as tuition, fees, and other miscellaneous charges.

      The 1996 General  Assembly was advised by the Secretary of Revenue and the
Attorney  General that certain  provisions  of the North  Carolina Tax Code were
unconstitutional  given recent Supreme Court  decisions.  These  provisions gave
preferential  tax treatment to North  Carolina  domiciled  companies in apparent
violation of the Interstate  Commerce Clause of the United States  Constitution.
To  avoid  potential  future  lawsuits,  legislation  eliminated  the  following
preferences:  (1)  Income tax credit for  distributing  wine  manufactured  from
grapes grown in North Carolina;  (2) Individual  income tax credit for dividends
earned  from  North  Carolina  domiciled  companies;  and (3)  Corporate  income
deductions for dividends from North Carolina domiciled  companies.  In addition,
the income tax  credit  for  qualified  business  investments  was  modified  by
eliminating the requirement that companies must be domiciled in North Carolina.

      Additional  questions  were raised in 1996 when the United States  Supreme
Court declared the North Carolina  intangibles  tax  unconstitutional  in FULTON
CORPORATION V. JUSTUS. The North Carolina General Assembly  initially  responded
to the FULTON  decision by  announcing  its  intention to refund during the last
quarter of 1996,  pending the approval by the State Supreme  Court,  intangibles
taxes which were paid under protest from 1991 (the date the case was  originally
filed) until January,  1995 (the effective date of the General Assembly's repeal
of the tax). No such action, however, was taken. On December 27, 1996, the North
Carolina Superior Court, Wake County,  certified a class action law suit against
the State of North  Carolina  seeking a refund of all  intangibles  taxes  paid,
whether  said taxes were paid with or without  protest,  during the 1991 through


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1994 tax  years.  During the 1997  legislative  session,  Senate  Bill 388 (S.L.
1997-17) and House Bill 96 (S.L. 1997-318) were passed and collectively directed
that no further action would be taken to collect additional taxes from the North
Carolina  taxpayers,  and that a refund would be paid to qualified  out-of-state
companies who had previously paid the higher  intangibles  tax. This appeared to
finally  resolve  the  issue  addressed  by the  FULTON  decision.  However,  in
December,  1998,  the North  Carolina  Supreme  Court ruled in SMITH V. STATE OF
NORTH  CAROLINA  that the scope of the  relief  given to  taxpayers  in the 1997
legislation  was  too  narrow.  By  its  exclusion  of  certain  taxpayers  from
eligibility  for  refunds,  the Court  held that the  legislation  violated  the
uniformity  provision  of the North  Carolina  Constitution.  The full  economic
impact of this decision on the State's budget is not yet fully defined.

      In May 1998,  the North  Carolina  Supreme Court handed down a decision in
the class action  lawsuit  referred to as  "Bailey/Emory/Patton."  This decision
resulted in a loss to North  Carolina of income tax revenue levied on government
pension  payments.  For several years,  the State of North Carolina had exempted
the  pension  income for state and local  government  retirees  from the State's
income  tax,  as  an  incentive  to  recruit  more  government  employees.  This
exemption,  however, did not extend to North Carolinians with Federal government
or private pensions,  who were required to pay income tax on their pensions.  In
1989,  the U.S.  Supreme Court ruled that federal  employees must be treated the
same as employees of other levels of government under taxation policy. In short,
the  Court  held  that if North  Carolina  wanted  to  exempt  state  and  local
government  pensions  from  taxation,  it would have to exempt  Federal  retiree
pensions as well. Or, if the State wanted to tax Federal retiree pensions fully,
it would have to do the same for state and local government pensions.

      Rather than fully exempt  Federal  pensions,  North  Carolina  legislators
exempted the first $400 of  government  pensions from taxation for all levels of
government.  This change resulted in state and local  government  retirees being
required to pay income taxes on their  pensions,  which they did not  previously
do. To mitigate the tax, the State simultaneously granted a 7% increase in state
and local pension incomes. For the state and local retirees, this pension offset
the new tax  liability.  Yet some state  government  retirees  filed  litigation
against the State for this change.  These retirees  argued that the promise from
the State to exempt pensions from taxation was a bilateral contract, which could
not be  unilaterally  broken.  The North  Carolina  Supreme  Court  accepted the
retirees'  argument,  and the  parties  agrees  to refund  government  employees
(including Federal retirees) $799 million over two years. The second half of the
payment ($399 million) is due in 1999.

      Both the 1995 and 1996  Sessions of the North  Carolina  General  Assembly
enacted significant tax relief packages,  reducing individual income,  corporate
income,  sales  and  use,  and  other  General  Fund tax  schedules.  Additional
reductions in General Fund taxes were enacted by the 1997 Session.  Overall, the
1997 tax law changes  reduced  General Fund revenue by an estimated $96 million,
bringing the 3-year total reductions since 1996 to $734 million in 1998-99.

      The 1998 General  Assembly enacted a 1997-99 State Budget of $42.6 billion
($20.4 billion for 1997-98, and $22.2 billion (adjusted) for 1998-99), comprised
of $24.6 billion from the General  Fund,  $3.6 billion from the Highway Fund and
Highway  Trust Fund,  $10.7  billion from Federal  Funds,  and $3.7 billion from
other receipts such as tuition,  fees, and other miscellaneous  charges. For the


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<PAGE>

sixth  consecutive  year,  General Fund collections  significantly  exceeded the
budget  estimate.  Since the budget reform  package was  introduced in 1991, the
General Fund cash balance has risen from a negative $200 million  during 1990-91
to as high as $1.9 billion during the 1997-98 fiscal year.  Continued  growth in
General Fund revenue is expected for 1998-99.

      Consistent  with the increase in North  Carolina  total  personal  income,
baseline  (economy-driven)  tax  revenue  growth  was 5.3% for  1997-98,  and is
projected at 6.2% for 1998-99,  after  adjusting for 1997-98  capital gains.  As
consumer attitudes remain positive,  sales and use tax receipts are projected to
expand at a 6.0% average rate for the 1997-99  biennium.  Corporate income taxes
should also increase.

      Following a record  year in 1996-97,  investment  income is  projected  to
continue to expand  during the  upcoming  biennium  along with  investable  cash
balances.  Judicial  fees  should  again  grow in  1998-99  due to the court fee
increase enacted by the 1997 Session of the General Assembly, which is estimated
to yield an  additional  $12.6  million in fee  income.  Disproportionate  Share
(Medicaid)  Payments  will  represent  $85.0  million in non-tax  revenue to the
General Fund during the 1998-99 fiscal year.

      RISK FACTORS FOR THE OHIO FUND.  The Ohio Fund will invest most of its net
assets  in  securities  issued  by  or on  behalf  of  (or  in  certificates  of
participation  in  lease-purchase  obligations of) the State of Ohio,  political
subdivisions of the State, or agencies or  instrumentalities of the State or its
political   subdivisions  (Ohio   Obligations).   The  Ohio  Fund  is  therefore
susceptible to general or particular  economic,  political or regulatory factors
that  may  affect  issuers  of  Ohio  Obligations.   The  following  information
constitutes  only a brief  summary of some of the many complex  factors that may
have an effect. The information does not apply to "conduit" obligations on which
the public issuer itself has no financial  responsibility.  This  information is
derived from official statements of certain Ohio issuers published in connection
with their issuance of securities and from other publicly available information,
and is believed to be accurate. No independent verification has been made of any
of the following information.

      Generally,  the  creditworthiness  of Ohio Obligations of local issuers is
unrelated  to that of  obligations  of the  State  itself,  and the State has no
responsibility to make payments on those local obligations.

      There may be specific factors that at particular times apply in connection
with  investment in  particular  Ohio  Obligations  or in those  obligations  of
particular Ohio issuers. It is possible that the investment may be in particular
Ohio Obligations,  or in those of particular  issuers, as to which those factors
apply. However, the information below is intended only as a general summary, and
is not  intended as a  discussion  of any  specific  factors that may affect any
particular obligation or issuer.

      The timely  payment of principal of and interest on Ohio  Obligations  has
been  guaranteed by bond  insurance  purchased by the issuers,  the Ohio Fund or
other parties. Those Ohio Obligations may not be subject to the factors referred
to in this section of the SAI.

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<PAGE>

      Ohio is the  seventh  most  populous  state.  The  1990  Census  count  of
10,847,000  indicated a 0.5% population  increase from 1980. The Census estimate
for 1997 is 11,186,000.

      While  diversifying  more into the  service  and  other  non-manufacturing
areas, the Ohio economy continues to rely in part on durable goods manufacturing
largely concentrated in motor vehicles and equipment, steel, rubber products and
household appliances.  As a result,  general economic activity, as in many other
industrially-developed  states,  tends to be more  cyclical  than in some  other
states and in the nation as a whole.  Agriculture is an important segment of the
economy,  with over half the State's area  devoted to farming and  approximately
16% of total employment in agribusiness.

      In prior  years,  the  State's  overall  unemployment  rate  was  commonly
somewhat higher than the national figure. For example, the reported 1990 average
monthly State rate was 5.7%,  compared to the 5.5% national figure.  However, in
recent years the State rates were below the national  rates (4.2% versus 4.5% in
1998). The unemployment  rate and its effects vary among geographic areas of the
State.

      There can be no assurance  that future  national,  regional or  state-wide
economic  difficulties,  and the resulting  impact on State or local  government
finances  generally,  will  not  adversely  affect  the  market  value  of  Ohio
Obligations held in the Ohio Fund or the ability of particular  obligors to make
timely  payments  of debt  service  on (or  lease  payments  relating  to) those
Obligations.

      The  State   operates  on  the  basis  of  a  fiscal   biennium   for  its
appropriations and expenditures,  and is precluded by law from ending its July 1
to June 30 fiscal year (FY) or fiscal biennium in a deficit position. Most State
operations are financed  through the General  Revenue Fund (GRF),  for which the
personal income and sales-use taxes are the major sources.  Growth and depletion
of GRF ending  fund  balances  show a  consistent  pattern  related to  national
economic  conditions,  with the ending FY balance  reduced during less favorable
and  increased   during  more  favorable   economic   periods.   The  State  has
well-established  procedures  for, and has timely  taken,  necessary  actions to
ensure  resource/expenditure  balances during less favorable  economic  periods.
Those  procedures  included  general and selected  reductions in  appropriations
spending.

      The 1992-93 biennium presented  significant  challenges to State finances,
successfully  addressed.  To allow time to resolve certain budget differences an
interim  appropriations  act was enacted effective July 1, 1991; it included GRF
debt  service and lease rental  appropriations  for the entire  biennium,  while
continuing  most  other  appropriations  for a month.  Pursuant  to the  general
appropriations  act for the  entire  biennium,  passed  on July 11,  1991,  $200
million was  transferred  from the Budget  Stabilization  Fund (BSF,  a cash and
budgetary management fund) to the GRF in FY 1992.

      Based on updated  results and  forecasts in the course of that FY, both in
light  of a  continuing  uncertain  nationwide  economic  situation,  there  was
projected  and then timely  addressed an FY 1992  imbalance in GRF resources and
expenditures.  In response,  the Governor  ordered most State agencies to reduce
GRF spending in the last six months of FY 1992 by a total of approximately  $184
million;  the $100.4  million BSF balance and  additional  amounts  from certain


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<PAGE>

other funds were  transferred  late in the FY to the GRF, and  adjustments  were
made in the timing of certain tax payments.

      A  significant  GRF  shortfall   (approximately  $520  million)  was  then
projected  for  FY  1993.  It  was  addressed  by  appropriate  legislative  and
administrative  actions,  including  the  Governor's  ordering  $300  million in
selected GRF spending reductions and subsequent executive and legislative action
(a combination of tax revisions and additional  spending  reductions).  The June
30, 1993 ending GRF fund balance was approximately $111 million,  of which, as a
first step to replenishment, $21 million was deposited in the BSF.

      None of the spending reductions were applied to appropriations  needed for
debt service or lease rentals relating to any State obligations.

      The 1994-95 biennium presented a more affirmative financial picture. Based
on June 30, 1994 balances,  an additional $260 million was deposited in the BSF.
The biennium ended June 30, 1995 with a GRF ending fund balance of $928 million,
of which $535.2 million was  transferred  into the BSF. The significant GRF fund
balance,  after leaving in the GRF an unreserved and undesignated balance of $70
million,  was transferred to the BSF and other funds including school assistance
funds and, in anticipation of possible federal program changes, a human services
stabilization fund.

      From a higher than forecast 1996-97  mid-biennium  GRF fund balance,  $100
million was  transferred for elementary and secondary  school  computer  network
purposes  and $30  million to a new State  transportation  infrastructure  fund.
Approximately  $400.8  million  served as a basis for  temporary  1996  personal
income tax reductions  aggregating that amount. The 1996-97  biennium-ending GRF
fund balance was $834.9  million.  Of that, $250 million went to school building
construction and renovation,  $94 million to the school computer network,  $44.2
million for school textbooks and instructional materials and a distance learning
program,  and $34 million to the BSF,  and the $263  million  balance to a State
income tax reduction fund.

      The GRF appropriations act for the 1998-99 biennium was passed on June 25,
1997 and promptly signed (after selective vetoes) by the Governor. All necessary
GRF  appropriations  for State  debt  service  and lease  rental  payments  then
projected  for the biennium were  included in that act.  Subsequent  legislation
increased  the  fiscal  year 1999 GRF  appropriation  level for  elementary  and
secondary  education,  with  the  increase  funded  in  part by  mandated  small
percentage  reductions in State  appropriations  for various State  agencies and
institutions.  Expressly exempt from those reductions are all appropriations for
debt service, including lease rental payments.

      The BSF had a February 3, 1999 balance of over $906 million.

      The State's  incurrence or assumption of debt without a vote of the people
is,  with  limited  exceptions,   prohibited  by  current  State  constitutional
provisions.  The State may incur debt,  limited in amount to $750,000,  to cover
casual  deficits  or failures in  revenues  or to meet  expenses  not  otherwise
provided for. The Constitution  expressly  precludes the State from assuming the
debts of any local  government  or  corporation.  (An  exception is made in both
cases for any debt incurred to repel invasion,  suppress  insurrection or defend
the State in war.)



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<PAGE>

      By 14  constitutional  amendments  approved  from 1921 to date (the latest
adopted in 1995) Ohio voters  authorized  the  incurrence  of State debt and the
pledge of taxes or excises to its payment.  At February 3, 1999,  $1.11  billion
(excluding certain highway bonds payable primarily from highway use receipts) of
this  debt  was  outstanding.  The  only  such  State  debt at that  date  still
authorized to be incurred were portions of the highway bonds, and the following:
(a) up to $100 million of obligations  for coal research and  development may be
outstanding  at any one time ($23.9  million  outstanding);  (b) $240 million of
obligations previously authorized for local infrastructure improvements, no more
than $120 million of which may be issued in any  calendar  year (over $1 billion
outstanding)  and (c) up to $200 million in general  obligation bonds for parks,
recreation  and natural  resources  purposes which may be outstanding at any one
time ($85.1 million  outstanding,  with no more than $50 million to be issued in
any one year).

      The electors in 1995  approved a  constitutional  amendment  extending the
local  infrastructure  bond program  (authorizing  an additional $1.2 billion of
State  full  faith and  credit  obligations  to be issued  over 10 years for the
purpose),  and  authorizing  additional  highway  bonds  (expected to be payable
primarily  from  highway use  receipts).  The latter  supersedes  the prior $500
million outstanding authorization,  and authorizes not more than $1.2 billion to
be  outstanding  at any time and not more  than $220  million  to be issued in a
fiscal year.

      The  Constitution  also  authorizes the issuance of State  obligations for
certain  purposes,  the owners of which do not have the right to have excises or
taxes levied to pay debt service.  Those special obligations include obligations
issued by the Ohio Public Facilities Commission and the Ohio Building Authority,
and certain  obligations  issued by the State  Treasurer,  over $5.3  billion of
which were outstanding or awaiting delivery at February 3, 1999.

      Aggregate FY 1998 rental  payments  under various  capital lease and lease
purchase  agreements were  approximately  $9.1 million.  In recent years,  State
agencies have also participated in  transportation  and office building projects
that may have some local as well as State use and benefit,  in  connection  with
which the State enters into lease purchase  agreements with terms ranging from 7
to 20 years.  Certificates of participation,  or special obligation bonds of the
State or a local agency, are issued that represent  fractionalized  interests in
or are  payable  from the  State's  anticipated  payments.  The State  estimates
highest future FY payments under those agreements (as of February 3, 1999) to be
approximately  $25.8 million (of which $22 million is payable from sources other
than the GRF, such as federal highway money distributions). State payments under
all those  agreements  are  subject to biennial  appropriations,  with the lease
terms being two years subject to renewal if appropriations are made.

      A 1990  constitutional  amendment  authorizes  greater State and political
subdivision participation (including financing) in the provision of housing. The
General  Assembly  may  for  that  purpose   authorize  the  issuance  of  State
obligations secured by a pledge of all or such portion as it authorizes of State
revenues or receipts (but not by a pledge of the State's full faith and credit).

      A 1994  constitutional  amendment  pledges  the full  faith and credit and
taxing  power of the State to  meeting  certain  guarantees  under  the  State's
tuition credit program which provides for purchase of tuition  credits,  for the
benefit of State residents,  guaranteed to cover a specified amount when applied


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to the cost of higher education tuition. (A 1965  constitutional  provision that
authorized student loan guarantees payable from available State moneys has never
been implemented, apart from a "guarantee fund" approach funded essentially from
program revenues.)

      State and local agencies issue  obligations that are payable from revenues
from or  relating  to  certain  facilities  (but not from  taxes).  By  judicial
interpretation,   these   obligations  are  not  "debt"  within   constitutional
provisions.  In general, payment obligations under lease-purchase  agreements of
Ohio public agencies (in which  certificates of participation may be issued) are
limited in duration to the agency's  fiscal period,  and are renewable only upon
appropriations being made available for the subsequent fiscal period.

      Local  school  districts  in  Ohio  receive  a major  portion  (state-wide
aggregate  approximately  44% in recent  years) of their  operating  moneys from
State subsidies, but are dependent on local property taxes, and in 119 districts
(as of February 3, 1999) from  voter-authorized  income taxes,  for  significant
portions of their budgets. Litigation, similar to that in other states, has been
pending  questioning the  constitutionality  of Ohio's system of school funding.
The Ohio Supreme Court has concluded that aspects of the system (including basic
operating   assistance   and  the  loan   program   referred   to   below)   are
unconstitutional,  and  ordered  the  State  to  provide  for and  fund a system
complying  with the Ohio  Constitution,  staying  its order to  permit  time for
responsive  corrective actions.  The parties await eventual trial court decision
on the  adequacy of steps taken to date by the State to enhance  school  funding
consistent  with the Supreme Court  decision.  A small number of the State's 612
local school  districts  have in any year required  special  assistance to avoid
year-end  deficits.  A  program  has  provided  for  school  district  cash need
borrowing  directly from  commercial  lenders,  with  diversion of State subsidy
distributions  to  repayment  if needed.  Recent  borrowings  under this program
totalled $71.1 million for 29 districts in FY 1995 (including  $29.5 million for
one),  $87.2  million for 20 districts in FY 1996  (including  $42.1 million for
one),  $113.2 million for 12 districts in FY 1997  (including $90 million to one
for  restructuring  its prior  loans),  and $23.4 million for 10 districts in FY
1998.

      Ohio's 943 incorporated cities and villages rely primarily on property and
municipal income taxes for their operations. With other subdivisions,  they also
receive local government  support and property tax relief moneys  distributed by
the State.

      For those few  municipalities  and school  districts that on occasion have
faced significant financial problems, there are statutory procedures for a joint
State/local  commission to monitor the fiscal  affairs and for  development of a
financial plan to eliminate deficits and cure any defaults.  (Similar procedures
have  recently  been extended to counties and  townships.)  Since  inception for
municipalities in 1979, these "fiscal emergency" procedures have been applied to
26 cities and villages; for 20 of them the fiscal situation was resolved and the
procedures  terminated (two cities are in preliminary "fiscal watch" status). As
of February 3, 1999, a school district "fiscal emergency"  provision was applied
to six districts, and 10 were on preliminary "fiscal watch" status.

      At present  the State  itself  does not levy ad  valorem  taxes on real or
tangible personal property. Those taxes are levied by political subdivisions and
other local taxing  districts.  The Constitution has since 1934 limited to 1% of
true  value in money the  amount of the  aggregate  levy  (including  a levy for


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<PAGE>

unvoted general obligations) of property taxes by all overlapping  subdivisions,
without a vote of the electors or a municipal  charter  provision,  and statutes
limit the amount of that aggregate levy to 10 mills per $1 of assessed valuation
(commonly referred to as the "ten-mill  limitation").  Voted general obligations
of subdivisions  are payable from property taxes that are unlimited as to amount
or rate.

      RISK FACTORS FOR THE OREGON FUND. Oregon's economy is increasingly reliant
on the semiconductor, export and manufacturing industries which are particularly
vulnerable to international  recessionary  cycles.  Oregon's growth and economic
expansion of the past five years has recently slowed considerably in response to
an unstable Asian economy. In 1990, Oregon voters approved Measure 5, a property
tax limitation  measure that puts a cap on local ad valorem  property taxes, and
in 1996 voters  approved  Measure 47, which reduced most  property  taxes by ten
percent and limits  future  increases.  While the State has been able to replace
lost property tax revenues with increased  revenues from income tax,  Measures 5
and 47 may still effect the State's  credit  rating,  causing the State to pay a
higher  interest  rate on the money it borrows.  There is a relatively  inactive
trading market for municipal instruments of Oregon issuers in other than general
obligations of the State;  if the Oregon Fund were forced to sell a large volume
of these  instruments for any reason,  the value of the OREGON FUND's  portfolio
may be adversely affected.

      RISK FACTORS FOR THE  PENNSYLVANIA  FUND.  Pennsylvania  may incur debt to
rehabilitate areas affected by disaster,  debt approved by the electorate,  debt
for  certain   capital   projects  (for   projects  such  as  highways,   public
improvements,    transportation   assistance,   flood   control,   redevelopment
assistance,  site  development and industrial  development) and tax anticipation
debt  payable in the  fiscal  year of  issuance.  Pennsylvania  had  outstanding
general  obligation debt of $4,724.5  million at June 30, 1998.  Pennsylvania is
not permitted to fund deficits  between  fiscal years with any form of debt. All
year-end  deficit  balances must be funded within the  succeeding  fiscal year's
budget.  At  December  1, 1998,  all  outstanding  general  obligation  bonds of
Pennsylvania  were rated AA by S & P and Aa3 by Moody's (see  Appendix A). There
can be no  assurance  that the  current  ratings  will  remain  in effect in the
future.  The  Pennsylvania  Fund  assumes no  obligation  to update  this rating
information.  Over the five-year  period ending June 30, 2003,  Pennsylvania has
projected that it will issue bonds totaling  $2,984.5  million and retire bonded
debt in the principal  amount of $2,350.9  million.  Certain agencies created by
Pennsylvania have statutory  authorization to incur debt for which  Pennsylvania
appropriations to pay debt service thereon is not required. As of June 30, 1998,
total combined debt outstanding for these agencies was $8,518 million.  The debt
of these  agencies is  supported  by assets of, or revenues  derived  from,  the
various  projects  financed and is not an  obligation of  Pennsylvania.  Some of
these   agencies,    however,   are   indirectly   dependent   on   Pennsylvania
appropriations.  The only  obligations of agencies in  Pennsylvania  that bear a
moral obligation of Pennsylvania  are those issued by the  Pennsylvania  Housing
Finance Agency ("PHFA"), a state-created agency which provides housing for lower
and moderate income families,  and The Hospitals and Higher Education Facilities
Authority of Philadelphia (the "Hospital  Authority"),  an agency created by the
City  of   Philadelphia  to  acquire  and  prepare  various  sites  for  use  as
intermediate  care  facilities for the mentally  retarded.  As of June 30, 1998,
PHFA has $2,716.4 million of revenue bonds and notes outstanding.


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      Numerous local government units in Pennsylvania  issue general  obligation
debt,  including  counties,  cities,  boroughs,  townships and school districts.
School  district  obligations  are  supported  indirectly by  Pennsylvania.  The
issuance of non-electoral  general  obligation debt is limited by constitutional
and statutory provision.  Electoral debt., i.e., that approved by the voters, is
unlimited.  In  addition,   local  government  units  and  municipal  and  other
authorities  may issue  revenue  obligations  that are supported by the revenues
generated from particular  projects or enterprises.  Examples include  municipal
authorities   (frequently   operating  water  and  sewer   systems),   municipal
authorities  formed to issue  obligations  benefiting  hospitals and educational
institutions,  and industrial development authorities, whose obligations benefit
industrial  or  commercial  occupants.  In some  cases,  sewer or water  revenue
obligations are guaranteed by taxing bodies and have the credit  characteristics
of general obligation debt.

      Pennsylvania  historically  has been identified as a heavy industry state,
although  that  reputation  has changed with the decline of the coal,  steel and
railroad   industries  and  the  resulting   diversification  of  Pennsylvania's
industrial  composition.  The major new  sources  of growth  are in the  service
sector,  including trade,  medical and health services,  education and financial
institutions.  Manufacturing  has fallen behind both the services sector and the
trade sector as the largest single source of employment in Pennsylvania.

      Since 1985, employment in Pennsylvania has grown at an annual rate of 1.03
percent,  while  employment  for the Middle  Atlantic  region and for the United
States  for the same  period  has grown by  approximately  .41  percent  and 1.8
percent per year, respectively.  Pennsylvania's average annual unemployment rate
since 1986 has generally  not been more than one percent  greater or lesser than
the  nation's  annual  average   unemployment  rate.  The  seasonally   adjusted
unemployment  rate for Pennsylvania for December,  1998 was 4.4 percent compared
to 4.3 percent  for the United  States.  The  unadjusted  unemployment  rate for
Pennsylvania  and the United States for  December,  1998 was 3.8 percent and 4.0
percent, respectively.  The population of Pennsylvania,  12.02 million people as
of July 1, 1997,  according  to the U. S.  Bureau of the Census,  represents  an
increase from the July 1, 1988 estimate of 11.85  million.  Per capita income in
Pennsylvania  for  calendar  year 1996 of $25,678 was higher than the per capita
income of the United  States of  $25,298.  Pennsylvania's  General  Fund,  which
receives all tax receipts and most other revenues and through which debt service
on all general  obligations of Pennsylvania are made,  closed fiscal years ended
June 30, 1995,  June 30, 1996 and June 30, 1997 with  positive  fund balances of
$688 million, $635 million and $1,365 million, respectively.

      Pennsylvania  is currently  involved in certain  litigation  where adverse
decisions  could have an adverse impact on its ability to pay debt service.  For
example, COUNTY OF ALLEGHENY V. COMMONWEALTH OF PENNSYLVANIA involves litigation
regarding the state constitutionality of the statutory scheme for county funding
of the  judicial  system,  and in  PENNSYLVANIA  ASSOCIATION  OF RURAL AND SMALL
SCHOOLS V. CASEY, the  constitutionality  of  Pennsylvania's  system for funding
local school districts has been challenged. No estimates for the amount of these
claims are available.

      RISK FACTORS FOR THE VIRGINIA  FUND.  The  Commonwealth  of Virginia has a
tradition of low debt, and a large proportion of its general obligation bonds is
supported by particular revenue-producing projects. Virginia is one of only nine
states in the nation with a "triple A" bond  rating for its  general  obligation
debt from the three raking agencies. The ratings reflect the Commonwealth's long


                                       82
<PAGE>

standing record of sound fiscal management,  its diversified  economic base and
low debt ratios.  

      Use of non-general obligation debt, which is not subject to constitutional
limits on borrowing,  has changed the  Commonwealth's  debt profile.  During the
last decade,  the  Commonwealth has expended its limited  obligation  borrowings
through  various  financing  vehicles  such  as  the  Virginia  Public  Building
Authority,   the  Virginia   College   Building   Authority  and  a  substantial
transportation  bonding  program.  In 1991, the Virginia Supreme Court in a case
know as the Dykes decision, on a split vote upheld on rehearing,  the ability of
counties to enter into  obligations  which were "subject to  appropriation"  and
confirmed that such  obligations  were not to be considered as "debts" under the
Virginia Constitution.

      While the Commonwealth  has a long history of sound financial  operations,
variations of a cyclical  nature have occurred during the past several years. As
the Virginia  Constitution  requires a balanced budget,  the 1998-2000  biennium
budget,  as  adopted  by the  Virginia  General  Assembly  at its 1998  session,
reflected  spending cuts,  deferrals and fund transfers  (principally from state
lottery  proceeds) to accommodate  anticipated  modest revenue growth.  In fact,
revenue  growth  in FY 1998 was  stronger  than  expected  and the  Commonwealth
concluded  the fiscal  year  ending  June 30,  1998 with a General  Fund  ending
balance (on a budgeting  basis) of $1,444.2  million,  of which $1,411.2 million
was  reserved  or   designated,   including   $542.2  million  for  the  Revenue
Stabilization   Reserve   Fund  and   $743.3   million   designated   for  other
appropriations  or  reappropriations  in fiscal year 1999. The  Commonwealth  is
currently  projecting  a surplus of $ ______ for the fiscal year ending June 30,
1999.  There are no  provisions  in the  Commonwealth's  budget for  general tax
increases.

      The  Virginia  General  Assembly at its 1998  session  passed the Personal
Property Tax Relief Act,  which provides  significant  reduction in the personal
property tax (or "car tax") imposed by Virginia  localities.  Under the terms of
the Act, the Commonwealth will assume financial responsibility for a significant
portion of the personal  property  taxes imposed by localities  phased in over a
five-year  period and beginning  with a 12.5%  reduction in the first year and a
20%  reduction  in year  two.  The  personal  property  tax  reduction  was paid
initially to the taxpayers  directly from the Commonwealth.  Going forward,  the
Commonwealth  will reimburse the localities  for the reduced  personal  property
taxes.  When combined with significant  financial  assistance for school capital
construction for localities,  the "car tax" relief will have an estimated effect
on the biennium budget of $533 million. The 1999 General Assembly is considering
legislation to reduce the state portion of the sales and use tax that is imposed
on food items,  again an initiative to be phased in over a number of years.  The
projected effect on the biennium budget is $_______ million.

      Virginia's economy is affected generally by economic trends throughout the
country and in the  Mid-Atlantic  region,  and it is particularly  influenced by
Federal  civilian  and  military   installations  and  the  growth  of  suburban
communities around Washington,  D.C. Also significant to the economy of Virginia
are  manufacturing  (such as  electronic  equipment,  shipbuilding  and chemical
products),  minerals  (chiefly  coal),  service  sector  occupations  (including
banking and insurance), agriculture and tourism. Virginia's economy has remained
strong as national  economic growth has continued the recovery that began at the
end of the 1990-91  recession.  Virginia continues to outpace the nation in many


                                       83
<PAGE>

measures of economic growth such as personal  income,  total wages and salaries,
total  nonagricultural  employment  and retail  sales.  In addition,  Virginia's
unemployment  rate of 3.4 percent for FY 1998  remained  lower than the nation's
and is down from 4.3 percent for FY 1997. The FY 1998  unemployment  rate is the
lowest since 1974 when the Bureau of Labor  Statistics  began its current method
of  computing  the  unemployment  rate.  Virginia  personal  income grew to $183
billion  (estimated)  in FY 1998,  a rate of 6.0  percent,  slightly  above  the
national growth rate of 5.9 percent.

                              PORTFOLIO TURNOVER

      Although  each Fund  generally  will not  invest  for  short-term  trading
purposes,  portfolio securities may be sold without regard to the length of time
they  have  been  held  when,   in  the  opinion  of  the  Adviser,   investment
considerations  warrant such action.  Portfolio  turnover  rate is calculated by
dividing (1) the lesser of purchases  or sales of portfolio  securities  for the
fiscal  year by (2) the  monthly  average of the value of  portfolio  securities
owned  during the  fiscal  year.  A 100%  turnover  rate would  occur if all the
securities  in a  Fund's  portfolio,  with the  exception  of  securities  whose
maturities  at the time of  acquisition  were one  year or less,  were  sold and
either  repurchased  or  replaced  within  one year.  A high  rate of  portfolio
turnover (100% or more) generally leads to high transaction costs and may result
in a greater  number of  taxable  transactions.  See  "Allocation  of  Portfolio
Brokerage."  For the fiscal  years ended  December  31,  1997 and 1998,  INSURED
INTERMEDIATE  TAX  EXEMPT  FUND's  portfolio  turnover  rate  was 91%  and  __%,
respectively, INSURED TAX EXEMPT FUND's portfolio turnover rate was 13% and __%,
respectively,  and NEW YORK INSURED TAX FREE FUND's portfolio  turnover rate was
24% and __%,  respectively.  For the fiscal  years ended  December  31, 1997 and
1998, the portfolio turnover rate for each Single State Fund was as follows:

                                         Fiscal Year          Fiscal Year
                                            Ended                Ended
                                      December 31, 1997    December 31, 1998
                                      -----------------    -----------------

            ARIZONA FUND                     47%                   __%
            CALIFORNIA FUND                  46                    __
            COLORADO FUND                    39                    __
            CONNECTICUT FUND                 14                    __
            FLORIDA FUND                     19                    __
            GEORGIA FUND                     21                    __
            MARYLAND FUND                    35                    __
            MASSACHUSETTS FUND               28                    __
            MICHIGAN FUND                    32                    __
            MINNESOTA FUND                   15                    __
            MISSOURI FUND                    12                    __
            NEW JERSEY FUND                  22                    __
            NORTH CAROLINA FUND              30                    __
            OHIO FUND                        25                    __
            OREGON FUND                      32                    __
            PENNSYLVANIA FUND                37                    __
            VIRGINIA FUND                    10                    __


                                       84
<PAGE>

                      DIRECTORS OR TRUSTEES AND OFFICERS

      Each  Fund's  Board  of  Directors  or  Trustees,  as part of its  overall
management  responsibility,  oversees various organizations responsible for that
Fund's  day-to-day  management.  The  following  table  lists the  Directors  or
Trustees and executive officers of INSURED INTERMEDIATE TAX EXEMPT FUND, INSURED
TAX EXEMPT FUND, NEW YORK INSURED TAX FREE FUND, and/or MULTI-STATE  INSURED TAX
FREE FUND, their age, business address and principal occupations during the past
five years. Unless otherwise noted, an individual's  business address is 95 Wall
Street, New York, New York 10005.

GLENN O. HEAD*+ (73), President and Director/Trustee.  Chairman of the Board and
Director,   Administrative  Data  Management  Corp.  ("ADM"),  FIMCO,  Executive
Investors  Management  Company,  Inc.  ("EIMCO"),  First  Investors  Corporation
("FIC"),   Executive   Investors   Corporation   ("EIC")  and  First   Investors
Consolidated Corporation ("FICC").

JAMES J. COY (84),  Emeritus  Director/Trustee,  90 Buell Lane, East Hampton, NY
11937. Retired;  formerly Senior Vice President,  James Talcott, Inc. (financial
institution).

KATHRYN S. HEAD*+ (42), Director/Trustee, 581 Main Street, Woodbridge, NJ 07095.
President and Director,  FICC, ADM and FIMCO;  Vice President and Director,  FIC
and EIC;  President  EIMCO;  Chairman,  President and Director,  First Financial
Savings Bank, S.L.A.

LARRY R. LAVOIE* (51),  Director/Trustee.  Assistant Secretary, ADM, EIC, EIMCO,
FICC, and FIMCO; Secretary and General Counsel, FIC.

REX R. REED** (76),  Director/Trustee,  259 Governors Drive,  Kiawah Island,  SC
29455. Retired;  formerly Senior Vice President,  American Telephone & Telegraph
Company.

HERBERT RUBINSTEIN** (77),  Director/Trustee,  695 Charolais Circle, Edwards, CO
81632-1136.  Retired; formerly President,  Belvac International Industries, Ltd.
and President, Central Dental Supply.

NANCY SCHAENEN** (67), Director/Trustee,  56 Midwood Terrace, Madison, NJ 07940.
Trustee, Drew University and DePauw University.

JAMES M. SRYGLEY** (66),  Director/Trustee,  33 Hampton Road, Chatham, NJ 07982.
Principal, Hampton Properties, Inc. (property investment company).

JOHN T. SULLIVAN* (66),  Director/Trustee  and Chairman of the Board;  Director,
FIMCO, FIC, FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH** (69), Director/Trustee,  RR1, Box 2554, Upland Downs Road,
Manchester Center, VT 05255. Retired;  formerly financial and planning executive
with American Telephone & Telegraph Company.



                                       85
<PAGE>

JOSEPH I. BENEDEK (41),  Treasurer and Principal  Accounting  Officer,  581 Main
Street,  Woodbridge, NJ 07095. Treasurer, FIC, FIMCO, EIMCO and EIC; Comptroller
and Treasurer, FICC.

CONCETTA DURSO (63), Vice President and Secretary. Vice President,  FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.

NANCY W. JONES (54),  Vice  President.  Vice  President,  First  Investors Asset
Management  Company,  Inc. and First Investors Series Fund;  Portfolio  Manager,
FIMCO.

GEORGE V. GANTER (46),  Vice President.  Vice  President,  First Investors Asset
Management Company, Inc., First Investors Special Bond Fund, Inc., and Executive
Investors Trust; Portfolio Manager, FIMCO.

CLARK D. WAGNER (39), Vice President.  Vice President,  MULTI-STATE  INSURED TAX
FREE FUND, NEW YORK INSURED TAX FREE FUND, INC.,  Executive Investors Trust, and
First Investors Government Fund, Inc.; Chief Investment Officer, FIMCO.

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

*  These Directors/Trustees may be deemed to be "interested persons," as defined
   in the 1940 Act.
** These Directors/Trustees are members of the Board's Audit Committee.
+  Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.

      The Directors and officers, as a group, owned less than 1% of either Class
A or Class B shares of each Fund.

      All of the officers and  Directors,  except for Ms. Jones,  Mr. Ganter and
Mr.  Wagner,  hold  identical  or similar  positions  with the other  registered
investment companies in the First Investors Family of Funds. Mr. Head is also an
officer and/or Director of First Investors Asset Management Company, Inc., First
Investors  Credit Funding  Corporation,  First Investors  Leverage  Corporation,
First Investors Realty Company,  Inc., First Investors  Resources,  Inc., N.A.K.
Realty  Corporation,  Real  Property  Development  Corporation,  Route 33 Realty
Corporation,  First Investors Life Insurance  Company,  First Financial  Savings
Bank, S.L.A., First Investors Credit Corporation and School Financial Management
Services,  Inc. Ms. Head is also an officer and/or  Director of First  Investors
Life Insurance  Company,  First Investors Credit  Corporation,  School Financial
Management Services,  Inc., First Investors Credit Funding  Corporation,  N.A.K.
Realty  Corporation,  Real Property  Development  Corporation,  First  Investors
Leverage Corporation and Route 33 Realty Corporation.

      The following table lists  compensation  paid to the Directors or Trustees
of each Fund for the fiscal year ended December 31, 1998.

                                       86
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>               <C>            <C>                <C>             <C>    


                                                       AGGREGATE
                      AGGREGATE         AGGREGATE      COMPENSATION        AGGREGATE      TOTAL COMPENSATION
                      COMPENSATION      COMPENSATION   FROM                COMPENSATION   FROM FIRST INVESTORS
TRUSTEE               FROM              FROM           MULTI-STATE         FROM NEW YORK  FAMILY OF
                      SERIES            INSURED TAX    INSURED TAX FREE    INSURED TAX    FUNDS PAID TO
                      FUND*             EXEMPT FUND*   FUND*               FREE FUND*     DIRECTORS/TRUSTEES
                      ------------      ------------   ----------------    -------------  --------------------     
                                                                         

James J. Coy**        $0                $0             $0                  $0             $0
Roger L. Grayson***   $0                $0             $0                  $0             $0
Glenn O. Head         $0                $0             $0                  $0             $0
Kathryn S. Head       $0                $0             $0                  $0             $0
Larry R. Lavoie+      $0                $0             $0                  $0             $0
Rex R. Reed           $[  ]             $[  ]          $[  ]               $[  ]          $[  ]
Herbert Rubinstein    $[  ]             $[  ]          $[  ]               $[  ]          $[  ]
James M. Srygley      $[  ]             $[  ]          $[  ]               $[  ]          $[  ]
John T. Sullivan      $0                $0             $0                  $0             $0
Robert F. Wentworth   $[  ]             $[  ]          $[  ]               $[  ]          $[  ]
Nancy Schaenen        $[  ]             $[  ]          $[  ]               $[  ]          $[  ]

</TABLE>


*   Compensation  to  officers  and  interested  Directors  or  Trustees  of the
Funds is paid by the Adviser.
**  On  March  27,  1997,  Mr.  Coy  resigned  as  a  Director/Trustee   of  the
Funds.  Mr. Coy currently serves as an Emeritus Director/Trustee.
*** On  August 20,  1998,  Mr.  Grayson  resigned as a  Director/Trustee  of the
Funds.
+   On  September  17,  1998,  Mr.  Lavoie was elected by the Board of each Fund
to serve as Director or Trustee, as applicable.
++  The First  Investors  Family of  Funds  consists of 15  separate  registered
investment companies.

      There are no pension or retirement  benefits proposed to be paid under any
existing  plan to any  Director/Trustee  by any Fund,  its  subsidiaries  or any
investment company in First Investors Family of Funds.

                                  MANAGEMENT

      Investment  advisory  services to each Fund are provided by FIMCO pursuant
to separate Investment Advisory Agreements (each, an "Advisory Agreement") dated
June 13, 1994. Each Advisory Agreement was approved by the Board of Directors or
Trustees  of the  applicable  Fund,  including a majority  of the  Directors  or
Trustees who are not parties to such Fund's  Advisory  Agreement or  "interested
persons" (as defined in the 1940 Act) of any such party ("Independent  Directors
or Trustees"),  in person at a meeting called for such purpose and by a majority
of the public shareholders of the applicable Fund.

      Pursuant to each Advisory Agreement, FIMCO shall supervise and manage each
Fund's investments,  determine each Fund's portfolio  transactions and supervise
all  aspects of each  Fund's  operations,  subject  to review by the  applicable
Fund's Directors or Trustees.  Each Advisory  Agreement also provides that FIMCO
shall provide the applicable  Fund with certain  executive,  administrative  and
clerical  personnel,  office  facilities and supplies,  conduct the business and
details of the operation of such Fund and assume certain expenses thereof, other


                                       87
<PAGE>

than  obligations or liabilities  of such Fund.  Each Advisory  Agreement may be
terminated,  with  respect  to a  Fund,  at  any  time  without  penalty  by the
applicable  Fund's  Directors  or Trustees  or by a majority of the  outstanding
voting  securities of such Fund, or by FIMCO,  in each instance on not less than
60 days' written notice, and shall  automatically  terminate in the event of its
assignment (as defined in the 1940 Act).  Each Advisory  Agreement also provides
that it will  continue in effect,  with respect to a Fund,  for a period of over
two years only if such continuance is approved annually either by the applicable
Fund's  Directors  or  Trustees  or by a  majority  of  the  outstanding  voting
securities  of the Fund,  and,  in either  case,  by a vote of a majority of the
Fund's  Independent  Directors or Trustees  voting in person at a meeting called
for the purpose of voting on such approval.

      Under each Advisory  Agreement,  each Fund pays the Adviser an annual fee,
paid monthly, according to the following schedule:

                                                                          Annual
Average Daily Net Assets                                                   Rate 
- ------------------------                                                  ------

Up to $250 million.....................................................   0.75%
In excess of $250 million up to $500 million...........................   0.72
In excess of $500 million up to $750 million...........................   0.69
Over $750 million......................................................   0.66

      The Adviser has an Investment Committee composed of Dennis T. Fitzpatrick,
George V. Ganter,  Richard Guinnessey,  David Hanover, Glenn O. Head, Kathryn S.
Head, Nancy W. Jones,  Michael O'Keefe,  Patricia D. Poitra, Clark D. Wagner and
Matthew Wright. The Committee usually meets weekly to discuss the composition of
the  portfolio of each Fund and to review  additions to and  deletions  from the
portfolios.

      For the fiscal years ended December 31, 1996,  1997 and 1998,  INSURED TAX
EXEMPT FUND paid $8,971,924, $8,394,852 and $________, respectively, in advisory
fees.  For the fiscal  years ended  December 31,  1996,  1997 and 1998,  INSURED
INTERMEDIATE TAX EXEMPT FUND paid $28,735, $31,756 and $________,  respectively,
in advisory fees. For the same periods,  the Adviser voluntarily waived $15,775,
$16,181 and  $________,  respectively,  in advisory  fees.  For the fiscal years
ended December 31, 1996, 1997 and 1998, the Adviser voluntarily assumed expenses
for INSURED INTERMEDIATE TAX EXEMPT FUND in the amounts of $17,521, $14,764, and
$_______,  respectively.  For the fiscal year ended  December 31, 1996, NEW YORK
INSURED TAX FREE FUND'S  advisory  fees were  $1,560,042.  For the fiscal  years
ended December 31, 1997 and 1998, NEW YORK INSURED TAX FREE FUND'S advisory fees
were $_________, net of a waiver of $______, and $ ____________, net of a waiver
of $  ___________,  respectively.  For the fiscal years ended December 31, 1996,
1997 and 1998, the advisory fees for each Single State Fund were as follows:


                                       88
<PAGE>

<TABLE>
<CAPTION>
 <S>                     <C>          <C>         <C>         <C>            <C>            <C>


                         FISCAL YEAR ENDED        FISCAL YEAR ENDED          FISCAL YEAR ENDED
                         DECEMBER 31, 1996        DECEMBER 31, 1997          DECEMBER 31, 1998
                     ------------------------  -----------------------    -------------------------
                         ADVISORY                 ADVISORY                   ADVISORY
                         FEES PAID     WAIVED     FEES PAID     WAIVED       FEES PAID       WAIVED
                     -------------     ------  -------------    ------    ---------------    ------

 ARIZONA FUND            $26,244      $39,365     $27,731      $41,596

 CALIFORNIA FUND          79,511       39,755      76,622       38,311

 COLORADO FUND             5,249       21,354       7,434       20,443

 CONNECTICUT FUND         79,378       46,237      84,693       42,347
 
 FLORIDA FUND            105,908       65,431     120,464       60,232
 
 GEORGIA FUND              5,070       20,076       6,763       18,598
 
 MARYLAND FUND            22,998       52,298      34,866       52,299
 
 MASSACHUSETTS FUND      115,570       57,785     115,772       57,887

 MICHIGAN FUND           183,687       91,843     192,800       96,401
 
 MINNESOTA FUND           23,793       38,278      25,010       37,516

 MISSOURI FUND             2,797       11,237       3,867       10,634
 
 NEW JERSEY FUND         356,775       89,194     362,925       90,731
 
 NORTH CAROLINA FUND       8,394       32,903      12,358       33,984
 
 OHIO FUND                92,492       53,424      96,209       48,105
 
 OREGON FUND              20,635       44,975      34,558        6,501
 
 PENNSYLVANIA FUND       206,105      103,052     220,283      110,141
 
 VIRGINIA FUND           112,307       66,048     112,117       56,058

</TABLE>

      In addition,  for the fiscal year ended  December  31,  1998,  the Adviser
voluntarily  reimbursed  expenses  for the  Funds  as  follows:  ARIZONA  FUND -
$______; CALIFORNIA FUND - $______; COLORADO FUND - $______;  CONNECTICUT FUND -
$______;  FLORIDA  FUND -  $______;  GEORGIA  FUND -  $______;  MARYLAND  FUND -
$______; MASSACHUSETTS FUND - $______; MINNESOTA FUND - $______; MISSOURI Fund -
$_____;  NORTH  CAROLINA  FUND -  $______;  OHIO FUND - $______;  OREGON  Fund -
$______; and VIRGINIA FUND - $______.

      Each Fund bears all expenses of its  operations  other than those incurred
by the Adviser or  Underwriter  under the terms of its advisory or  underwriting
agreements.  Fund  expenses  include,  but are not limited to: the advisory fee;
shareholder servicing fees and expenses;  custodian fees and expenses; legal and
auditing fees;  expenses of  communicating to existing  shareholders,  including
preparing,  printing and mailing  prospectuses  and shareholder  reports to such
shareholders; and proxy and shareholder meeting expenses.

                                 UNDERWRITER

      Each  Fund  has  entered  into an  Underwriting  Agreement  ("Underwriting
Agreement")  with First  Investors  Corporation  ("Underwriter"  or "FIC") which
requires  the  Underwriter  to use its best efforts to sell shares of the Funds.
Pursuant to each Underwriting Agreement, the Underwriter shall bear all fees and
expenses incident to the registration and qualification of the Funds' shares. In
addition,  the  Underwriter  shall  bear  all  expenses  of  sales  material  or
literature,  including  prospectuses  and proxy  materials,  to the extent  such
materials are used in connection  with the sale of the Funds'  shares,  unless a
Fund has  agreed to bear such  costs  pursuant  to a plan of  distribution.  See
"Distribution Plans." Each Underwriting Agreement was approved by the applicable
Fund's Board of Directors or Trustees,  including a majority of the  Independent
Directors  or  Trustees.  Each  Underwriting  Agreement  provides  that  it will






                                       89
<PAGE>

continue in effect,  with  respect to a Fund,  from year to year only so long as
such  continuance is  specifically  approved at least annually by the applicable
Fund's  Board  of  Directors  or  Trustees  or by a vote  of a  majority  of the
outstanding  voting securities of that Fund, and in either case by the vote of a
majority of the applicable Fund's Disinterested Directors or Trustees, voting in
person at a meeting  called  for the  purpose of voting on such  approval.  Each
Underwriting  Agreement  will  terminate  automatically  in  the  event  of  its
assignment.

      For the fiscal years ended December 31, 1996,  1997 and 1998, FIC received
underwriting  commissions  with  respect to INSURED TAX EXEMPT FUND of $793,591,
$465,427 and  $________,  respectively.  For the same periods,  FIC reallowed an
additional  $46,262,  $35,092  and  $_________,  respectively,  to  unaffiliated
dealers.  For the fiscal  years ended  December  31,  1996,  1997 and 1998,  FIC
received  underwriting  commissions  with  respect to INSURED  INTERMEDIATE  TAX
EXEMPT  FUND of  $36,336,  $44,019  and  $________,  respectively.  For the same
periods, FIC reallowed an additional $4,543,  $7,864 and $______,  respectively,
to unaffiliated  dealers. For the fiscal years ended December 31, 1996, 1997 and
1998, FIC received  underwriting  fees with respect to NEW YORK INSURED TAX FREE
FUND of $367,316,  $226,611 and  $________,  respectively.  For the same periods
relating to NEW YORK INSURED TAX FREE FUND, FIC reallowed an additional  $7,893,
$27,388 and $_______,  respectively,  to  unaffiliated  dealers.  For the fiscal
years ended December 31, 1996, 1997 and 1998,  underwriting fees with respect to
MULTI-STATE INSURED TAX FREE FUND were as follows:

<TABLE>
<CAPTION>
<S>                      <C>            <C>                       <C>       <C>                      <C>         <C>

                                   FISCAL YEAR ENDED                  FISCAL YEAR ENDED                  FISCAL YEAR ENDED
                                   DECEMBER 31, 1996                  DECEMBER 31, 1997                  DECEMBER 31, 1998
                         -----------------------------------     -------------------------------     -------------------------------
                         AMOUNTS      ADDITIONAL AMOUNTS         AMOUNTS    ADDITIONAL AMOUNTS       AMOUNTS    ADDITIONAL AMOUNTS
                         RECEIVED        REALLOWED TO            RECEIVED      REALLOWED TO          RECEIVED      REALLOWED TO 
                         BY FIC       UNAFFILIATED DEALERS       BY FIC     UNAFFILIATED DEALERS     BY FIC     UNAFFILIATED DEALERS
                         --------     --------------------       --------   --------------------     --------   --------------------

ARIZONA FUND             $32,744             8,473               $47,265          $28,254
                                                                                         
CALIFORNIA FUND           34,287            62,012                34,549           40,919
                                                                                         
COLORADO FUND             23,887               513                22,986            3,371
                                                                                         
CONNECTICUT FUND          73,371             1,192                88,353            3,157
                                                                                         
FLORIDA FUND              85,251            49,977                90,128           21,909
                                                                                         
GEORGIA FUND              25,802                -0-                9,904            1,479
                                                                                         
MARYLAND FUND             50,732            51,489                28,980           34,323
                                                                                         
MASSACHUSETTS FUND        91,291            11,839                69,708            7,469
                                                                                         
MICHIGAN FUND             80,095            76,362                64,340           78,672
                                                                                         
MINNESOTA FUND            22,753                -0-               15,731            7,662
                                                                                         
MISSOURI FUND             10,431               257                 2,496              -0-
                                                                                         
NEW JERSEY FUND          212,267            29,821               165,891            6,121
                                                                                         
NORTH CAROLINA FUND       33,156            18,160                29,711           17,527
                                                                                         
OHIO FUND                 76,251            33,032                47,202           15,307
                                                                                         
OREGON FUND              167,278             6,528               104,286            3,273
                                                                                         
PENNSYLVANIA FUND        102,567           166,931                66,376           81,858
                                                                                         
VIRGINIA FUND            109,041             4,237                64,270           10,550
                                                                                         
</TABLE>


                                       90
<PAGE>

                              DISTRIBUTION PLANS

      As  stated  in the  Funds'  Prospectus,  pursuant  to a  separate  plan of
distribution  for each  class of shares  adopted by each Fund  pursuant  to Rule
12b-1 under the 1940 Act ("Class A Plan" and "Class B Plan;" and,  collectively,
"Plans"), each Fund may reimburse or compensate, as applicable,  the Underwriter
for certain expenses  incurred in the distribution of that Fund's shares and the
servicing or maintenance of existing Fund shareholder accounts.

      Each Plan was  approved by the  applicable  Fund's  Board of  Directors or
Trustees,  including a majority of the Independent Directors or Trustees, and by
a majority of the  outstanding  voting  securities of the relevant class of each
Fund.  Each Plan will continue in effect,  with respect to a Fund,  from year to
year as long as its  continuance  is approved  annually be either the applicable
Fund's  Board  of  Directors  or  Trustees  or by a vote  of a  majority  of the
outstanding  voting  securities of the relevant class of shares of that Fund. In
either case,  to continue,  each Plan must be approved by the vote of a majority
of the  Independent  Directors or Trustees of the applicable  Fund.  Each Fund's
Board reviews  quarterly and annually a written report provided by the Treasurer
of the amounts  expended  under the  applicable  Plan and the purposes for which
such  expenditures  were made.  While each Plan is in effect,  the selection and
nomination of the applicable  Fund's  Independent  Directors or Trustees will be
committed to the  discretion of such  Independent  Directors or Trustees then in
office.

      Each Plan can be terminated, with respect to a Fund, at any time by a vote
of a majority of the applicable Fund's Independent Directors or Trustees or by a
vote of a majority of the outstanding voting securities of the relevant class of
shares of that  Fund.  Any  change to each  Class B Plan that  would  materially
increase the costs to that class of shares of a Fund or any  material  change to
each Class A Plan may not be instituted  without the approval of the outstanding
voting  securities  of the relevant  class of shares of that Fund.  Such changes
also  require  approval  by a  majority  of the  applicable  Fund's  Independent
Directors or Trustees.

      In  adopting  each  Plan,  each  Fund's  Board   considered  all  relevant
information and determined that there is a reasonable  likelihood that each Plan
will benefit each Fund and their class of shareholders.  The Boards believe that
amounts spent pursuant to each Plan have assisted each Fund in providing ongoing
servicing  to  shareholders,  in  competing  with other  providers  of financial
services and in promoting sales, thereby increasing the net assets of each Fund.

      In  reporting  amounts  expended  under  the  Plans  to the  Directors  or
Trustees,  in the event that the expenses  are not related  solely to one class,
FIMCO will allocate expenses  attributable to the sale of each class of a Fund's
shares to such  class  based on the ratio of sales of such class to the sales of
both classes of shares.  The fees paid by one class of a Fund's  shares will not
be used to subsidize the sale of any other class of that Fund's shares.

      For the fiscal year ended  December 31,  1998,  INSURED  INTERMEDIATE  TAX
EXEMPT FUND  accrued  $______ in 12b-1 fees  pursuant to SERIES  FUND's  Class A
Plan,  all of which was waived by the  Underwriter.  For the  fiscal  year ended
December  31,  1998,  INSURED  TAX  EXEMPT  FUND paid  $_________  in 12b-1 fees
pursuant to its Class A Plan.  For the fiscal year ended  December 31, 1998, NEW
YORK INSURED  paid  $588,985  pursuant to its Class A Plan.  For the fiscal year


                                       91
<PAGE>

ended  December 31, 1998,  each Fund of  Multi-State  Insured paid the following
amounts pursuant to their Class A Plan: ARIZONA FUND - $______;  CALIFORNIA FUND
- - $______;  COLORADO FUND - $_____;  CONNECTICUT FUND - $______;  FLORIDA FUND -
$______;  GEORGIA FUND - $_____;  MARYLAND FUND - $______;  MASSACHUSETTS FUND -
$______;  MICHIGAN  FUND - $______;  MINNESOTA  FUND - $______;  MISSOURI FUND -
$_____; NEW JERSEY FUND - $_______;  NORTH CAROLINA FUND - $______;  OHIO FUND -
$______; OREGON FUND - $______; PENNSYLVANIA FUND - $______; and VIRGINIA FUND -
$______.  For the same period,  the  Underwriter  incurred the following Class A
Plan-related expenses with respect to each Fund:


                              COMPENSATION TO  COMPENSATION TO   COMPENSATION TO
FUND                            UNDERWRITER        DEALERS       SALES PERSONNEL
- ----                          ---------------  ---------------   ---------------
                                                   
INSURED TAX EXEMPT FUND       $________           $________         $________
NEW YORK INSURED
ARIZONA FUND
CALIFORNIA FUND
COLORADO FUND
CONNECTICUT FUND
FLORIDA FUND
GEORGIA FUND
MARYLAND FUND
MASSACHUSETTS FUND
MICHIGAN FUND
MINNESOTA FUND
MISSOURI FUND
NEW JERSEY FUND
NORTH CAROLINA FUND
OHIO FUND
OREGON FUND
PENNSYLVANIA FUND
VIRGINIA FUND

      For the fiscal year ended  December 31, 1998,  INSURED TAX EXEMPT FUND and
INSURED  INTERMEDIATE TAX EXEMPT FUND paid $_____ and $_____,  respectively,  in
12b-1 fees pursuant to their respective Class B Plan.

      For the fiscal year ended December 31, 1998 NEW YORK INSURED TAX FREE FUND
paid $______  pursuant to its Class B Plan.  For the fiscal year ended  December
31, 1998,  each Single  State Fund paid the  following  amounts  pursuant to its
Class B Plan: ARIZONA FUND - $_____;  CALIFORNIA FUND - $_____;  COLORADO FUND -
$_____;  CONNECTICUT  FUND -  $______;  FLORIDA  FUND - $_____;  GEORGIA  FUND -
$_____;  MARYLAND FUND - $______;  MASSACHUSETTS FUND - $_____;  MICHIGAN FUND -
$_____;  MINNESOTA FUND - $___; MISSOURI FUND - $___; NEW JERSEY FUND - $______;
NORTH  CAROLINA  FUND -  $_____;  OHIO  FUND -  $_____;  OREGON  FUND -  $_____;
PENNSYLVANIA FUND - $______;  and VIRGINIA FUND - $______.  For the same period,
the  Underwriter  incurred the  following  Class B  Plan-related  expenses  with
respect to each Fund:

                                       92
<PAGE>

                              COMPENSATION TO  COMPENSATION TO   COMPENSATION TO
FUND                            UNDERWRITER        DEALERS       SALES PERSONNEL
- ----                          ---------------  ---------------   ---------------

INSURED TAX EXEMPT FUND
INSURED INTERMEDIATE TAX 
EXEMPT FUND
NEW YORK INSURED
ARIZONA FUND
CALIFORNIA FUND
COLORADO FUND
CONNECTICUT FUND
FLORIDA FUND
GEORGIA FUND
MARYLAND FUND
MASSACHUSETTS FUND
MICHIGAN FUND
MINNESOTA FUND
MISSOURI FUND
NEW JERSEY FUND
NORTH  CAROLINA FUND
OHIO FUN
OREGON FUND
PENNSYLVANIA FUND
VIRGINIA FUND


                       DETERMINATION OF NET ASSET VALUE

      The municipal bonds in which each Fund invests are traded primarily in the
over-the-counter  markets.  Such securities are valued daily at their fair value
on the  basis of  valuations  provided  by a  pricing  service  approved  by the
applicable  Fund's Board.  This service is provided by Muller Data  Corporation.
The pricing service considers security type, rating,  market condition and yield
data, as well as market  quotations and prices  provided by market makers.  With
respect to each Fund, "when-issued  securities" are reflected in the assets of a
Fund as of the date the securities are purchased.

      The Funds may retain any insured municipal bond which is in default in the
payment  of  principal  or  interest  until the  default  has been  cured or the
principal and interest  outstanding  are paid by an insurer or the issuer of any
letter of credit or other  guarantee  supporting  such  municipal  bond. In such
case, it is each Fund's policy to value the defaulted  bond daily based upon the
value of a comparable  bond which is insured and not in default.  In selecting a
comparable bond, each Fund will consider security type, rating, market condition
and yield.

      Each  Fund's  Board may suspend  the  determination  of a Fund's net asset
value for the whole or any part of any period (1)  during  which  trading on the
New York Stock  Exchange  ("NYSE") is restricted as determined by the Securities
and Exchange Commission ("SEC") or the NYSE is closed for other than weekend and
holiday closings, (2) during which an emergency,  as defined by rules of the SEC
in respect to the U.S. market, exists as a result of which disposal by a Fund of
securities  owned by it is not  reasonably  practicable  for the Fund  fairly to
determine  the value of its net assets,  or (3) for such other period as the SEC
has by order permitted.



                                       93
<PAGE>

                      ALLOCATION OF PORTFOLIO BROKERAGE

      The Adviser may purchase or sell portfolio  securities on behalf of a Fund
in agency or principal  transactions.  In agency transactions,  a Fund generally
pays brokerage commissions. In principal transactions, a Fund generally does not
pay  commissions,  however  the  price  paid for the  security  may  include  an
undisclosed dealer commission or "mark-up" or selling  concessions.  The Adviser
normally  purchases  fixed-income  securities on a net basis from primary market
makers acting as principals for the securities. The Adviser may purchase certain
money market  instruments  directly from an issuer without paying commissions or
discounts. The Adviser may also purchase securities traded in the OTC market. As
a general  practice,  OTC  securities  are usually  purchased from market makers
without  paying  commissions,  although the price of the  security  usually will
include undisclosed  compensation.  However,  when it is advantageous to a Fund,
the  Adviser  may  utilize  a  broker  to  purchase  OTC  securities  and  pay a
commission.

      In purchasing and selling portfolio  securities on behalf of the Fund, the
Adviser will seek to obtain best execution.  A Fund may pay more than the lowest
available   commission   in  return  for   brokerage   and  research   services.
Additionally,  upon  instruction  by the  Board,  the  Adviser  may  use  dealer
concessions available in fixed-price underwritings to pay for research and other
services.  Research  and  other  services  may  include  information  as to  the
availability  of  securities  for  purchase  or  sale,  statistical  or  factual
information  or  opinions   pertaining  to  securities,   reports  and  analysis
concerning  issuers  and  their   creditworthiness,   and  Lipper's   Directors'
Analytical Data concerning Fund performance and fees. The Adviser generally uses
the research and other services to service all the funds in the First  Investors
Family of Funds,  rather than the particular  Funds whose  commissions or dealer
concessions  may pay for research or other  services.  In other words,  a Fund's
brokerage or dealer  concessions may be used to pay for a research  service that
is used in managing  another fund within the First  Investors  Fund Family.  The
Lipper's Directors' Analytical Data is used by the Adviser and a Fund's Board to
analyze a Fund's performance relative to other comparable funds.

      In   selecting   the   broker-dealers   to  execute  a  Fund's   portfolio
transactions,  the  Adviser  may  consider  such  factors  as the  price  of the
security, the rate of the commission,  the size and difficulty of the order, the
trading  characteristics of the security  involved,  the difficulty in executing
the order, the research and other services provided,  the expertise,  reputation
and reliability of the broker-dealer, access to new offerings, and other factors
bearing upon the quality of the execution.  The Adviser does not place portfolio
orders with an affiliated broker, or allocate brokerage  commission  business to
any  broker-dealer  for  distributing  Fund shares.  Moreover,  no broker-dealer
affiliated with the Adviser  participates in commissions  generated by portfolio
orders placed on behalf of the Fund.

      The Adviser may combine  transaction  orders placed on behalf of the Funds
and any other fund in the First Investors Group of Funds,  any fund of Executive
Investors  Trust and First Investors Life Insurance  Company,  affiliates of the
Funds, for the purpose of negotiating  brokerage commissions or obtaining a more
favorable transaction price; and where appropriate, securities purchased or sold
may be allocated in accordance with written  procedures  approved by each Fund's
Board.  Each Fund's Board of Directors or Trustees has  authorized  and directed
the Adviser to use dealer concessions available in fixed-price  underwritings of


                                       94
<PAGE>

municipal  bonds  to pay for  research  services  which  are  beneficial  in the
management of each Fund's portfolio. The Funds did not pay brokerage commissions
for the fiscal years ending December 31, 1996, 1997 and 1998. [With the approval
of  INSURED  TAX  EXEMPT  FUND's  Board  of  Directors,  $_______  of  principal
transactions  were used to acquire  research and other services which  benefited
the Fund.]

                 PURCHASE, REDEMPTION AND EXCHANGE OF SHARES

      Information regarding the purchase, redemption and exchange of Fund shares
is contained in the Shareholder  Manual, a separate section of the SAI that is a
distinct document and may be obtained free of charge by contacting your Fund.

      REDEMPTIONS-IN-KIND.  If each Fund's Board should  determine that it would
be detrimental to the best interests of the remaining  shareholders of a Fund to
make payment wholly or partly in cash,  the Fund may pay redemption  proceeds in
whole or in part by a distribution  in kind of securities  from the portfolio of
the Fund. If shares are redeemed in kind, the redeeming  shareholder will likely
incur  brokerage costs in converting the assets into cash. The method of valuing
portfolio  securities for this purpose is described under  "Determination of Net
Asset Value."

                                    TAXES

FEDERAL INCOME TAX

      To continue to qualify for  treatment  as a regulated  investment  company
("RIC")  under  the  Code,  a Fund -  each  Fund  being  treated  as a  separate
corporation  for these purposes - must distribute to its  shareholders  for each
taxable year at least 90% of the sum of its  investment  company  taxable income
(consisting  generally  of taxable  net  investment  income  and net  short-term
capital gain) plus its net interest  income  excludable  from gross income under
section 103(a) of the Code  ("Distribution  Requirement")  and must meet several
additional requirements. For each Fund these requirements include the following:
(1) the Fund must derive at least 90% of its gross income each taxable year from
dividends,  interest,  payments with respect to securities  loans and gains from
the sale or other  disposition of securities,  or other income  (including gains
from  options or futures)  derived  with respect to its business of investing in
securities  ("Income  Requirement");  (2) at the  close of each  quarter  of the
Fund's  taxable  year,  at least 50% of the value of its  total  assets  must be
represented by cash and cash items, U.S.  Government  securities,  securities of
other RICs and other securities, with those other securities limited, in respect
of any one  issuer,  to an amount  that  does not  exceed 5% of the value of the
Fund's total assets;  and (3) at the close of each quarter of the Fund's taxable
year,  not more than 25% of the value of its total  assets  may be  invested  in
securities  (other than U.S.  Government  securities or the  securities of other
RICs) of any one issuer.  If a Fund failed to qualify for treatment as a RIC for
any taxable year, (1) it would be taxed at corporate rates on the full amount of
its taxable income for that year without being able to deduct the  distributions
it makes to its  shareholders  and (2) the  shareholders  would  treat all those
distributions,  including distributions that otherwise would be "exempt-interest
dividends" (SEE below),  as taxable  dividends (that is, ordinary income) to the
extent of the  Fund's  earnings  and  profits.  In  addition,  the Fund could be


                                       95
<PAGE>

required to recognize  unrealized  gains, pay substantial taxes and interest and
make substantial distributions before requalifying for RIC treatment.

      Dividends  paid by a Fund will qualify as  "exempt-interest  dividends" as
defined in the  Prospectuses,  and thus will be excludable from gross income for
Federal  income tax  purposes by its  shareholders,  if the Fund  satisfies  the
requirement that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets consists of securities the interest on which is
excludable from gross income under section 103(a); each Fund intends to continue
to satisfy this requirement.  The aggregate  dividends  excludable from a Fund's
shareholders'   gross  income  may  not  exceed  its  net   tax-exempt   income.
Shareholders'  treatment of  dividends  from a Fund under state and local income
tax laws may differ from the treatment thereof under the Code.  Investors should
consult their tax advisers concerning this matter.

      Dividends and other distributions declared by a Fund in October,  November
or December of any year and payable to  shareholders  of record on a date in any
of those  months  are deemed to have been paid by the Fund and  received  by the
shareholders  on December 31 of that year if the  distributions  are paid by the
Fund during the following January. Accordingly, those distributions are reported
by shareholders (or taxed to them in the case of taxable  distributions) for the
year in which that December 31 falls.

      If shares of a Fund are sold at a loss after  being held for six months or
less, the loss will be disallowed to the extent of any exempt-interest dividends
received on those  shares,  and any  portion of the loss that is not  disallowed
will be treated as long-term, instead of short-term,  capital loss to the extent
of any capital gain distributions received on those shares.

      Each Fund will be subject to a nondeductible  4% excise tax ("Excise Tax")
to the  extent  it  fails  to  distribute  by  the  end  of  any  calendar  year
substantially  all of its  ordinary  (taxable)  income for that year and capital
gain net income for the one-year  period ending on October 31 of that year, plus
certain other amounts.

      Tax-exempt interest attributable to certain PABs (including, to the extent
a  Fund  receives  interest  on  those  bonds,  a  proportionate   part  of  the
exempt-interest  dividends it pays) is a Tax  Preference  Item.  Exempt-interest
dividends received by a corporate  shareholder also may be indirectly subject to
the Federal AMT without  regard to whether the Fund's  tax-exempt  interest  was
attributable  to those  bonds.  Entities or other  persons who are  "substantial
users" (or persons  related to  "substantial  users") of facilities  financed by
PABs or IDBs should  consult their tax advisers  before  purchasing  shares of a
Fund because,  for users of certain of these  facilities,  the interest on those
bonds is not exempt  from  Federal  income  tax.  For these  purposes,  the term
"substantial  user" is defined  generally to include a  "non-exempt  person" who
regularly  uses in trade or  business  a part of a  facility  financed  from the
proceeds of PABs or IDBs.

      Up to 85% of social security and certain railroad  retirement benefits may
be included in taxable  income for  recipients  whose  modified  adjusted  gross
income (which includes  income from tax-exempt  sources such as a Fund) plus 50%
of their benefits exceeds certain base amounts. Exempt-interest dividends from a
Fund still are tax-exempt to the extent described above;  they are only included
in the  calculation  of whether a  recipient's  income  exceeds the  established
amounts.


                                       96
<PAGE>

      Each  Fund may  acquire  zero  coupon  municipal  securities  issued  with
original issue discount.  As a holder of those  securities,  a Fund must account
for the portion of the original  issue  discount that accrues on the  securities
during the taxable year, even if the Fund receives no  corresponding  payment on
them during the year.  Because each Fund annually must distribute  substantially
all of its net  tax-exempt  income,  including  any original  issue  discount on
Municipal Instruments,  to satisfy the Distribution  Requirement,  a Fund may be
required  in a  particular  year to  distribute  as a dividend an amount that is
greater than the total amount of cash it actually receives.  Those distributions
will be made  from a  Fund's  cash  assets  or from  the  proceeds  of  sales of
portfolio  securities,  if  necessary.  Each Fund may realize  capital  gains or
losses from those sales, which would increase or decrease its investment company
taxable income and/or net capital gain (the excess of net long-term capital gain
over net short-term capital loss).

      Each Fund may invest in municipal bonds that are purchased,  generally not
on their original issue, with market discount (that is, at a price less than the
principal  amount  of the bond or, in the case of a bond  that was  issued  with
original  issue  discount,  a price less than the amount of the issue price plus
accrued original issue discount)  ("municipal  market discount bonds").  Gain on
the  disposition of a municipal  market  discount bond (other than a bond with a
fixed  maturity date within one year from its issuance)  generally is treated as
ordinary (taxable) income, rather than capital gain, to the extent of the bond's
accrued market  discount at the time of  disposition.  Market discount on such a
bond generally is accrued  ratably,  on a daily basis,  over the period from the
acquisition  date to the date of maturity.  In lieu of treating the  disposition
gain as above, a Fund may elect to include  market  discount in its gross income
currently, for each taxable year to which it is attributable.

      If a Fund invests in any  instruments  that generate  taxable income under
circumstances described in the Prospectus,  distributions of the interest earned
thereon will be taxable to its  shareholders as ordinary income to the extent of
its earnings and profits.  Moreover, if a Fund realizes capital gain as a result
of market  transactions,  any  distributions of that gain will be taxable to its
shareholders.  There also may be  collateral  Federal  income  tax  consequences
regarding the receipt of  exempt-interest  dividends by  shareholders  such as S
corporations,   financial  institutions  and  property  and  casualty  insurance
companies.  A shareholder  falling into any such category should consult its tax
adviser concerning its investment in shares of a Fund.

      The use of hedging  strategies,  such as writing  (selling) and purchasing
options and futures  contracts,  involves  complex rules that will determine for
income tax purposes the amount, character and timing of recognition of the gains
and losses a Fund will realize in connection  therewith.  Gains from options and
futures  derived  by a  Fund  with  respect  to its  business  of  investing  in
securities will qualify as permissible income under the Income Requirement.

      If a Fund has an "appreciated financial position" - generally, an interest
(including an interest through an option or futures contract or short sale) with
respect to any debt  instrument  (other  than  "straight  debt") or  partnership
interest the fair market value of which exceeds its adjusted  basis - and enters
into a "constructive  sale" of the same or substantially  similar property,  the
Fund will be treated as having made an actual sale thereof, with the result that
gain will be recognized at that time. A constructive sale generally  consists of
a short sale,  an offsetting  notional  principal  contract or futures  contract
entered  into  by a Fund  or a  related  person  with  respect  to the  same  or


                                       97
<PAGE>

substantially  similar  property.  In  addition,  if the  appreciated  financial
position  is  itself  a  short  sale  or  such a  contract,  acquisition  of the
underlying  property  or  substantially   similar  property  will  be  deemed  a
constructive  sale. The foregoing will not apply,  however,  to any  transaction
during any taxable year that otherwise  would be treated as a constructive  sale
by a Fund if the transaction is closed within 30 days after the end of that year
and the Fund holds the appreciated financial position unhedged for 60 days after
that closing  (I.E.,  at no time during that 60-day period is the Fund's risk of
loss regarding that position reduced by reason of certain specified transactions
with respect to  substantially  similar or related  property,  such as having an
option to sell, being  contractually  obligated to sell, making a short sale, or
granting an option to buy substantially identical stock or securities).

STATE INCOME TAXES

      ARIZONA.   In  the  opinion  of  ____________,   Arizona  tax  counsel  to
MULTI-STATE INSURED TAX FREE FUND,  distributions from the ARIZONA FUND that are
received by investors that are individuals,  corporations,  trusts,  and estates
who are  subject to Arizona  income tax will not be subject to tax in Arizona to
the extent that those  distributions  are attributable to interest on tax-exempt
obligations  of the State of Arizona or  interest on  obligations  of the United
States,  puerto Rico, the Virgin islands or Guam. Other  distributions  from the
ARIZONA FUND, including those related to short-term and long-term capital gains,
generally will be taxable under Zrizona law when received by Arizona taxpayers.

      Interest on indebtedness incurred (directly and indirectly) by an investor
to purchase or carry an  investment in the ARIZONA FUND should not be deductible
for  Arizona  income tax  purposes  to the extent  that the  ARIZONA  FUND holds
tax-exempt  obligations  of the state of  Arizona or  obligations  of the United
States, Puerto Rico, the Virgin Islands or Guam. The discussion of Arizona taxes
in the  Prospectus  assumes that in each taxable year the ARIZONA FUND qualifies
and elects to be taxed as a RIC for Federal  income tax  purposes.  In addition,
such discussion  assumes that in each taxable year the ARIZONA FUND qualifies to
pay  exempt-interest  dividends by complying with the  requirements  of the Code
that at least 50% of its assets at the close of each quarter of its taxable year
is invested in state,  municipal or other obligations,  the interest on which is
excluded from gross income for Federal  income tax purposes  pursuant to section
103(a) of the Code.

      CALIFORNIA.  In the opinion of  _____________________________,  California
tax  counsel to  MULTI-STATE  INSURED TAX FREE FUND,  under  existing  law,  and
assuming  that the Federal tax treatment of the  CALIFORNIA  FUND will be as set
forth elsewhere in this Statement of Additional Information,  distributions made
to  individuals,  estates or trusts by the CALIFORNIA FUND are not includible in
gross income for California personal income tax purposes to the extent that such
distributions are treated as  exempt-interest  dividends under the Code, and are
attributable to California  tax-exempt  interest,  less allocable  nondeductible
expenses. Such treatment will result provided that the CALIFORNIA FUND qualifies
as a regulated  investment  company  under the Code,  properly  designates  such
exempt-interest  dividends under California law and satisfies the requirement of
California  law that at least 50% of its assets at the close of each  quarter of
its  taxable  year  be  invested  in  qualified  tax-exempt   obligations.   The
designation  requirement  is met by the CALIFORNIA  FUND notifying  shareholders
within 60 days after the close of a taxable  year to the extent  that  dividends


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are  exempt-interest  dividends.  It is important that  California  shareholders
retain this  designation  each year in order to establish  that  exempt-interest
dividends are tax-exempt under California law. Qualified tax-exempt  obligations
under  California law generally  include  obligations  issued by California or a
local  government  within  California,   as  well  as  direct  U.S.   Government
obligations.  Direct  U.S.  Government  obligations  do not  include  securities
guaranteed by U.S.  Government  agencies such as the Federal  National  Mortgage
Association   ("FNMA"  or  "Fannie  Mae"),  the  Government   National  Mortgage
Association  ("GNMA" or  "Ginnie  Mae") or  similar  agencies.  A portion of any
discount  attributable to a stripped tax-exempt bond or a stripped coupon may be
treated  as taxable  when  distributed  to  shareholders.  Distributions  of the
CALIFORNIA FUND that are derived from sources other than those described  above,
including  interest on certain  non-California  obligations  such as  repurchase
agreements  and municipal  instruments  of other states,  will not be treated as
tax-exempt for California  personal  income tax purposes and are also includible
in income subject to the California alternative minimum tax.

      Distributions  treated  as  capital  gains  dividends  under the Code will
currently  be taxed as  ordinary  income  for  California  personal  income  tax
purposes.

      Corporations  subject  to  the  California  franchise  tax  or  California
corporate income tax are required to include in their gross income and in income
subject to the corporate alternative minimum tax all distributions received from
the CALIFORNIA FUND, including exempt-interest dividends.

      California law generally  follows Federal law on matters such as denial or
limitation of deductions for short-term losses where  exempt-interest  dividends
have recently been  received,  wash sales,  limitations on tax basis for certain
sales charges and the  nondeductibility of interest on indebtedness  incurred by
shareholders to purchase or carry shares of tax-exempt instruments,  such as the
CALIFORNIA FUND.

      It is the intent of  MULTI-STATE  INSURED TAX FREE FUND, as represented to
and relied upon by  California  tax counsel in  rendering  their  opinion,  that
except when acceptable  investments are unavailable for the CALIFORNIA FUND, the
CALIFORNIA  FUND will  maintain  at least 80% of the value of its net  assets in
debt  obligations  of the State of  California,  its  localities  and  political
subdivisions,  which are exempt from regular  Federal  income tax and California
personal income tax.

      The  foregoing   description  relates  only  to  certain  aspects  of  the
California tax treatment of an investment in shares of the  CALIFORNIA  FUND, it
is not  intended as an  exhaustive  analysis of all  possible  tax  consequences
applicable to all  investors.  Investors may be subject to other  California tax
consequences depending upon their particular situations and should consult their
own tax advisers for appropriate tax advice.

      CONNECTICUT.  In the  opinion  of Kelley  Drye & Warren,  Connecticut  tax
counsel to MULTI-STATE  INSURED TAX-FREE FUND,  shareholders who are Connecticut
resident  individuals will not be subject to the Connecticut personal income tax
on   distributions   from  the  CONNECTICUT   FUND  to  the  extent  that  these
distributions  qualify as (I) exempt-interest  dividends,  as defined in section


                                       99
<PAGE>

852(b)(5) of the Code,  issued by or on behalf of the State of Connecticut,  any
political  subdivision  thereof, of any public  instrumentality,  state or local
authority, district or similar public entity created under the laws of the State
of  Connecticut,  or (ii)  "exempt  dividends"  for  Connecticut  tax  purposes.
Distributions  to  Connecticut  shareholders  of the  CONNECTICUT  FUND that are
attributable  to sources  other than those  described  above will  generally  be
includible in the Connecticut income of such shareholders.

      Corporate   shareholders  of  the  CONNECTICUT  FUND  subject  to  tax  in
Connecticut  will  be  required  to  include  in net  income,  for  purposes  of
calculating the Connecticut  corporation business tax, distributions made by the
CONNECTICUT  FUND and gains  resulting  from the redemption or sale of shares of
the CONNECTICUT  FUND. Such corporate  shareholders,  in determining net income,
will be entitled to deduct 70% of the amount of  includable  distributions  that
qualify as dividends under Section 316 of the Code.

      FLORIDA.  In the  opinion  of  Rudnick & Wolfe,  Florida  tax  counsel  to
MULTI-STATE  INSURED TAX FREE FUND,  under  existing  law,  shareholders  of the
Florida Series will not be subject to the Florida  intangible  personal property
tax on their ownership of FLORIDA FUND shares or on  distributions  of income or
gains  made by the  FLORIDA  FUND to the  extent  that  such  distributions  are
attributable  solely to  investment  in:  (i)  obligations  issued by the United
States government and its agencies,  instrumentalities or territories (including
Puerto  Rico,  Guam  and  the  U.S.  Virgin  Islands)   (collectively,   "Exempt
Instruments");  or (ii) to money,  notes, bonds, and other obligations issued by
the  State  of  Florida  and its  municipalities,  counties,  and  other  taxing
districts ("Florida Instruments"). If the FLORIDA FUND is not invested solely in
Exempt Instruments and Florida Instruments, then the Florida intangible personal
property tax ("Intangible Tax") will apply as follows:

            (a) The  portion  of the  net  asset  value  of the  FLORIDA  FUND'S
      portfolio that is attributable to Exempt  Instruments  will be exempt from
      the Intangible Tax.

            (b) If the  remaining  portion of the net asset value of the FLORIDA
      FUND'S  portfolio,   after  removing  the  portion   representing   Exempt
      Instruments,  represents  assets  which  are  themselves  exempt  from the
      Intangible  Tax, then this portion will also be exempt from the Intangible
      Tax.

            (c) If the  remaining  portion of the net asset value of the FLORIDA
      FUND'S  portfolio,   after  removing  the  portion   representing   Exempt
      Instruments,  represents  any asset which is subject to the Intangible Tax
      under Florida law,  then the  remaining  portion of the net asset value of
      the Florida Fund portfolio will be subject to the Intangible Tax.

      Shareholders  of the FLORIDA SERIES will be exempt from the Intangible Tax
on their  shares to the extent that the net asset  value of the Florida  Series'
portfolio is exempt.  (The FLORIDA FUND has no present intention of investing in
assets which will be subject to the Intangible Tax.)

      Because Florida does not impose an income tax on  individuals,  individual
shareholders  will not be subject to any  Florida  income tax on income or gains
distributed  by the FLORIDA FUND or on gains  resulting  from the  redemption or
exchange of shares of the FLORIDA FUND.  Corporate  shareholders will be subject


                                      100
<PAGE>

to the Florida income tax on all  distributions  received from the FLORIDA FUND,
regardless of the tax-exempt  status of interest  received from the FLORIDA FUND
which is  attributable  to bonds under  section  103(a) of the Code or any other
Federal law;  however,  if a corporation  does not have its commercial  domicile
within the state of Florida,  its non-business income generated from the FLORIDA
FUND is not allocated as Florida income subject to Florida corporate income tax.
Non-business  income  includes  capital gains and interest to the extent they do
not arise from transactions and activities in the regular course of a taxpayer's
business.

      For Florida state income tax purposes, the FLORIDA FUND itself will not be
subject to the Florida income tax so long as it has no income subject to Federal
taxation.

      Shareholders  of the FLORIDA FUND will be subject to Florida estate tax on
their FLORIDA FUND shares only if they are Florida  residents,  certain  natural
persons not domiciled in Florida,  or certain  natural  persons not residents of
the United States.  However,  the Florida estate tax is limited to the amount of
the credit  allowable under the Code  (currently  section 2011 and in some cases
section 2102 of the Code) for death taxes actually paid to the several states.

      Neither  interests  held by  shareholders  of the FLORIDA  FUND nor Exempt
Instruments nor money,  notes,  bonds, and other obligations issued by the State
of Florida and its municipalities,  counties, and other taxing districts held by
the FLORIDA  FUND will be subject to the Florida ad valorem  property  tax,  the
Florida sales and use tax or the Florida documentary stamp tax.

      GEORGIA.  In the opinion of Kutak Rock, Georgia tax counsel to MULTI-STATE
INSURED TAX FREE FUND,  shareholders  of the GEORGIA FUND that are  individuals,
estates, trusts, and corporations subject to Georgia income tax may exclude from
income for Georgia income tax purposes, distributions from the GEORGIA FUND that
are derived from interest on  obligations  issued by the State of Georgia or any
political subdivision thereof, exempt from federal taxation under section 103(a)
of the Code.  Individuals,  estates,  trusts and  corporations  may exclude from
income for Georgia income tax purposes,  dividend distributions from the GEORGIA
FUND on  obligations  of the  United  States  or of any  authority,  commission,
instrumentality or possession thereof exempt from state income tax under federal
law.

      Capital gains  recognized as a result of the sale of shares in the GEORGIA
FUND can not be excluded for purposes of  calculating  the Georgia income tax by
individuals, estates, trusts or corporations.

      Georgia tax counsel urges each  potential  investor in the GEORGIA FUND to
consult his or her own tax advisor regarding all GEORGIA FUND income tax related
matters specifically pertaining to them.

      MARYLAND.  In the opinion of Ober, Kaler,  Grimes & Shriver,  Maryland tax
counsel to MULTI-STATE  INSURED TAX FREE FUND, holders of shares of the MARYLAND
FUND who are individuals, corporations, estates or trusts and who are subject to
Maryland  state and local income taxes will not be subject to tax in Maryland on
MARYLAND  FUND  dividends  to  the  extent  that  such   dividends   qualify  as
exempt-interest  dividends of a RIC under section  852(b)(5) of the Code and are


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attributable to (1) interest on tax-exempt  obligations of the State of Maryland
or its political subdivisions or authorities, (2) interest on obligations of the
United  States  or an  authority,  commission,  instrumentality,  possession  or
territory of the United  States,  or (3) gain realized by the MARYLAND FUND from
the sale or exchange of bonds issued by Maryland or a political  subdivision  of
Maryland or of the United States or an authority,  commission or instrumentality
of the United States. To the extent that  distributions of the MARYLAND FUND are
attributable to sources other than those described  above,  such as (1) interest
on  obligations  issued  by  states  other  than  Maryland  or (2)  income  from
repurchase agreements, such distributions will not be exempt from Maryland state
and local income  taxes.  In addition,  gain  realized by a  shareholder  upon a
redemption  or  exchange  of  MARYLAND  FUND  shares will be subject to Maryland
taxation.  If the MARYLAND FUND fails to qualify as a RIC for Federal income tax
purposes, it would be subject to Maryland corporate income tax and distributions
would be taxable as  ordinary  income to the  shareholders.  Maryland  presently
includes in taxable net income Tax  Preference  Items.  Interest paid on certain
PABs  constitutes a Tax  Preference  Item.  Accordingly,  subject to a threshold
amount,  50% of any  distributions  on the MARYLAND  FUND  attributable  to such
private  activity  bonds will not be exempt from Maryland state and local income
taxes.   Interest  on  indebtedness  incurred  (directly  or  indirectly)  by  a
shareholder  of the  MARYLAND  FUND to purchase or carry  shares of the MARYLAND
FUND will not be deductible  for Maryland state and local income tax purposes to
the extent such interest is allocable to exempt-interest dividends.

      MASSACHUSETTS.  In the  opinion of Palmer & Dodge LLP,  Massachusetts  tax
counsel to Multi-State Insured,  holders of shares of the MASSACHUSETTS FUND who
are subject to  Massachusetts  personal income tax will not be subject to tax on
distributions from the MASSACHUSETTS FUND to the extent that these distributions
(1)  qualify as exempt  interest  dividends  of a regulated  investment  company
within the meaning of Code section  852(b)(5) that are directly  attributable to
interest  on  obligations  issued  by the  Commonwealth  of  Massachusetts,  its
instrumentalities   or  its   political   subdivisions   that  is  exempt   from
Massachusetts  taxation or (2) qualify as capital  gain  dividends as defined in
Code section  852(b)(3)(C),  that are attributable to gain on obligations issued
by  the  Commonwealth  of  Massachusetts,  its  instrumentalities  or  political
subdivisions that is exempt from Massachusetts  taxation.  If a holder of shares
of  the  MASSACHUSETTS  FUND  is a  corporation  subject  to  the  Massachusetts
corporate excise tax,  distributions  received from the  MASSACHUSETTS  FUND are
includable in gross income and generally may not be deducted by such a corporate
holder in computing its net income. The shares of the MASSACHUSETTS FUND will be
includable in the gross estate of a deceased individual holder who is a resident
of Massachusetts for purposes of the Massachusetts Estate Tax.

      Distributions  to  holders  of  shares of the  MASSACHUSETTS  FUND who are
subject  to   Massachusetts   personal   income  tax  that  do  not  qualify  as
exempt-interest dividends, as defined in Code section 852(b)(5), or capital gain
dividends,  as defined in Code section  852(b)(3)(C),  directly  attributable to
interest  or capital  gain  exempt from  Massachusetts  taxation on  obligations
issued  by the  Commonwealth  of  Massachusetts,  its  instrumentalities  or its
political  subdivisions  will generally be subject to Massachusetts  income tax.
Among the items  that will not be subject  to  Massachusetts  income tax are the
following:  exempt-interest  dividends  attributable  to interest on obligations
issued  by the  Commonwealth  of  Puerto  Rico,  the  government  of  Guam,  the
government  of  the  Virgin  Islands  or  their  respective   authorities,   and


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<PAGE>

distributions  attributable  to interest  on  obligations  of the United  States
exempt from state income  taxation.  The  MASSACHUSETTS  FUND must  identify the
items not subject to tax in a written notice to the shareholders. The holders of
shares of the  MASSACHUSETTS  FUND may  recognize  taxable  gain or loss upon an
exchange or redemption of their shares.

      MICHIGAN. In the opinion of Dickinson Wright PLLC, Michigan tax counsel to
MULTI-STATE  INSURED  TAX FREE FUND,  holders of the  MICHIGAN  FUND will not be
subject to the  Michigan  income tax or single  business  tax on  MICHIGAN  FUND
dividends  to the extent  that such  distributions  qualify  as  exempt-interest
dividends  of a RIC under  Code  section  852(b)(5)  which are  attributable  to
interest on tax-exempt  obligations  of the State of Michigan,  its political or
governmental subdivisions, or its governmental agencies or instrumentalities (as
well as certain other Federally tax exempt obligations, the interest on which is
exempt from Michigan tax, such as certain  obligations  of Puerto Rico).  To the
extent that distributions on the MICHIGAN FUND are attributable to sources other
than those described above, such distributions,  including,  but not limited to,
long or short-term capital gains, will not be exempt from Michigan income tax or
single business tax. To the extent that  distributions  on the MICHIGAN FUND are
not subject to Michigan  income  tax,  they are not subject to the uniform  city
income tax imposed by certain Michigan cities.

      MINNESOTA. In the opinion of Faegre & Benson LLP, Minnesota tax counsel to
MULTI-STATE INSURED TAX FREE FUND, provided that the MINNESOTA FUND qualifies as
a regulated  investment company under the Code, and subject to the discussion in
the paragraph  below,  shareholders  of the MINNESOTA FUND who are  individuals,
estates, or trusts and who are subject the regular Minnesota personal income tax
will not be subject to such tax on MINNESOTA  FUND  dividends to the extent that
such  distributions   qualify  as  exempt-interest   dividends  of  a  regulated
investment  company under section  8252(b)(5) of the Code which are derived from
interest  income on tax-exempt  obligations  of the State of  Minnesota,  or its
political or governmental subdivisions, municipalities, governmental agencies or
instrumentalities ("Minnesota Sources"). The foregoing will apply, however, only
if the portion of the exempt-interest dividends form such Minnesota Sources that
is  paid  to all  shareholders  represent  95% or  more  of the  exempt-interest
dividends  that are paid by the MINNESOTA  FUND. If the 95% test is not met, all
exempt-interest  dividends  that are paid by the MINNESOTA  FUND are not derived
from the Minnesota  Sources,  such  dividends  generally  will be subject to the
regulator  Minnesota  personal income tax. Other  distributions of the MINNESOTA
FUND,  including  distributions from net short-term and long-term capital gains,
are generally not exempt from the regular Minnesota personal income tax.

      Pursuant  to  Minnesota  legislation  enacted  in  1995,   exempt-interest
dividends that are derived from interest  income on obligations of the Minnesota
Sources  described  above may become subject to tax in the case of  individuals,
estates,  and trusts if the exemption of such income were judicially  determined
to discriminate against interstate commerce. See "Risk Factors for the Minnesota
Fund" for further discussion of this legislation.

      Subject to certain  limitations that are set forth in the Minnesota Rules,
MINNESOTA  FUND  dividends,  if any,  that are derived from  interest on certain
United  States  obligations  are not subject to the regular  Minnesota  personal
income tax or the Minnesota alternative minimum tax, in the case of shareholders
of the MINNESOTA FUND who are individuals, estates or trusts.



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<PAGE>

      MINNESOTA FUND distributions, including exempt-interest dividends, are not
excluded in  determining  the Minnesota  franchise tax on  corporations  that is
measured  by  taxable  income  and  alternative  minimum  taxable  income.  Such
distributions may also be taken into account in certain cases in determining the
minimum fee that is imposed on corporations,  S corporations  and  partnerships.
Interest on  indebtedness  incurred or continued by a shareholder to purchase or
carry shares of the MINNESOTA  FUND will generally not be deductible for regular
Minnesota personal income tax purposes or Minnesota AMT purposes, in the case of
shareholders  who are  individuals,  estates or trusts.  Except during temporary
defensive  periods  or  when  acceptable  investments  are  unavailable  to  the
MINNESOTA  FUND,  at least 80% of the value of the net  assets of the  MINNESOTA
FUND will be maintained in debt obligations the interest on which is exempt from
the Federal  income tax and the Minnesota  personal  income tax,  subject to the
discussion in the  Prospectus  and this SAI relating to  legislation  enacted in
Minnesota  in 1995.  The  MINNESOTA  FUND  seeks to  invest so that the 95% test
described above will be met.

      Minnesota  presently  imposes an AMT on individuals,  estates,  and trusts
that is based, in part, on such taxpayers' Federal  alternative  minimum taxable
income, which includes Federal Tax Preference Items. Accordingly, the portion of
exempt-interest dividends that constitutes a Tax Preference Item for purposes of
the Federal AMT, even though it is derived from the Minnesota  Sources described
above,  will be included in the base upon which such  Minnesota AMT is computed.
(The  MINNESOTA  FUND  has no  present  intention  of  investing  in  tax-exempt
securities that are subject to the Federal AMT.) In addition, the entire portion
of  exempt-interest  dividends  that is  derived  from  sources  other  than the
Minnesota  Sources  generally  is also subject to the  Minnesota  AMT imposed on
individuals, estates, and trusts. Further, should the 95% test that is described
above fail to be met, all of the exempt-interest  dividends that are paid by the
MINNESOTA  FUND,  including  all of those that are  derived  from the  Minnesota
Sources,  generally  will  be  subject  to the  Minnesota  AMT  imposed  on such
shareholders.

      MISSOURI.  In the  opinion of  ________________,  Missouri  tax counsel to
MULTI-STATE  INSURED  TAX FREE FUND,  if a dividend  paid by the  MISSOURI  FUND
qualifies as an  exempt-interest  dividend  under the Code,  the portion of such
exempt-interest  dividend  that is  attributable  to  interest  received  by the
MISSOURI  FUND on  obligations  of (1)  Missouri or its  political  subdivisions
("Missouri Obligations"), or (2) territories or possessions of the United States
(to the extent  Federal law  exempts  interest  on such  obligations  from state
taxation),  will not be subject to the  Missouri  income tax when  received by a
shareholder  of the MISSOURI  FUND,  provided  that the MISSOURI  FUND  properly
designates  such  portion as an exempt  dividend (a "Missouri  Dividend")  under
Missouri law. At the present  time,  the MISSOURI FUND does not intend to invest
in  obligations  the  interest on which is subject to Federal  income  taxation.
However,  to the extent any dividend (or portion  thereof)  paid by the MISSOURI
FUND is  attributable to net interest earned by the MISSOURI FUND on obligations
of the United States,  such dividend (or portion thereof) will not be subject to
the Missouri  income tax when  received by a shareholder  of the MISSOURI  FUND,
provided (1) the MISSOURI  FUND  properly  designates  such dividend (or portion
thereof) as a "state income tax  exempt-interest  dividend"  under Missouri law,
and  (2) the  MISSOURI  FUND  and the  shareholder  meet  certain  recordkeeping
requirements  specified  under Missouri law. Except as provided in the preceding
paragraphs,  the State of Missouri has no special  exemption  provisions for (1)
dividends  received by  shareholders  of a RIC or (2) capital gains  realized by


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shareholders  of a RIC upon the sale or exchange of shares of such RIC. Thus, in
the case of  shareholders  who are subject to the  Missouri  income tax and who,
under  applicable  law,  are  required to include  capital  gain,  dividend  and
interest income in their Missouri taxable income, all dividends, except Missouri
Dividends and dividends properly designated as "state income tax exempt-interest
dividends"  under Missouri law, paid by the MISSOURI FUND to such  shareholders,
and all gains realized by such  shareholders on the redemption or sale of shares
of the MISSOURI FUND, will be subject to the Missouri income tax.

      Except as set forth in paragraph (a) below,  dividends  received by (1) an
individual  shareholder  of the  MISSOURI  FUND who is not engaged in a trade or
business,  or (2) any  other  shareholder  of the  MISSOURI  FUND  (a  "Business
Taxpayer") who holds shares of the MISSOURI FUND for investment purposes and not
as part of its  ordinary  trade or  business,  will not be  subject  to the city
earnings and profits tax of St. Louis or Kansas City, Missouri (the "City Tax").
With  respect to dividends  received by a Business  Taxpayer who holds shares as
part of its ordinary trade or business,  each dividend (or portion thereof) paid
by the  MISSOURI  FUND that is  attributable  to  interest  earned  on  Missouri
Obligations, or on obligations of the United States or its possessions, will not
be subject to the City Tax; however, except as set forth in paragraph (b) below,
other  dividends  received by such Business  Taxpayer (and all gains realized by
such Business Taxpayer on the redemption or sale of shares of the MISSOURI FUND)
will be subject to the applicable City Tax, to the extent such Business Taxpayer
is otherwise subject to such tax.

      (a) The taxing  authorities in St. Louis take the position that all of the
assets of a partnership or corporation having its business domicile in St. Louis
should be treated as held as part of such entity's  ordinary  trade or business.
Under this position,  dividends  received on shares of the MISSOURI FUND held by
such  partnership or corporation,  whether or not held for investment  purposes,
could be subject to the City Tax of St. Louis. There is no express authority for
this position, and a taxpayer could take the position that dividends received by
any  corporation  or  partnership  that holds  shares of the  MISSOURI  FUND for
investment purposes  ("Investment  Dividends") should not be subject to the City
Tax of St.  Louis.  Therefore,  __________________  specifically  refrains  from
expressing  an  opinion  as  to  whether  Investment  Dividends  received  by  a
partnership  or  corporation  having its business  domicile in St. Louis (to the
extent such  Investment  Dividends are not  attributable  to interest  earned on
Missouri Obligations,  or on obligations of the United States or its possessions
to the City Tax of St.
Louis.

      (b) The enabling statutes for the City Tax do not indicate whether
obligations of territories  (as opposed to possessions) of the United States are
exempt from the City Tax.  Therefore,  _________________  specifically  refrains
from  expressing  an opinion as to whether  dividends  attributable  to interest
earned on  obligations  of  territories of the United States are exempt from the
City Tax.

      NEW YORK. In the opinion of Hawkins,  Delafield  &Wood, tax counsel to NEW
YORK INSURED TAX FREE FUND, New York resident  individual  shareholders will not
be subject to the  personal  income  taxes  imposed by New York State and by New
York City on  distributions  from NEW YORK  INSURED  TAX FREE FUND to the extent
that these distributions  qualify as exempt-interests  dividends,  as defined in
section  852(b)(5) of the Code, and are  attributable to interest on obligations
issued by or on behalf  of the  State of New York or any  political  subdivision


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thereof.   Information   concerning  NEW  YORK  INSURED  TAX  FREE  FUND  income
attributable  to  sources  other  than  from New York and the tax  treatment  of
interest  on  indebtedness  incurred  to  purchase  or carry  shares of NEW YORK
INSURED is provided in the SAI. NEW YORK INSURED  distributions are not excluded
from the  determination of the franchise and corporation taxes that are based on
entire net income and respectively imposed by the State and City of New York.

      Distributions  to New York resident  individual  shareholders  of NEW YORK
INSURED that are attributable to sources other than from  obligations  issued by
or on behalf of the State of New York or any political  subdivision thereof will
generally  be  includable  in New  York  personal  income  of such  shareholder.
Additionally,  interest on  indebtedness  incurred or  continued  to purchase or
carry shares of NEW YORK INSURED will not be  deductible  for New York  personal
income  tax  purposes  to  the  extent  that  such   interest  is  allocable  to
exempt-interest dividends paid by NEW YORK INSURED.

      NEW JERSEY.  In the opinion of Hawkins,  Delafield & Wood,  New Jersey tax
counsel to Multi-State Insured, provided that the NEW JERSEY FUND qualifies as a
qualified  investment fund under New Jersey law,  shareholders of the NEW JERSEY
FUND who are New Jersey  residents  individuals,  estates and trusts will not be
subject to the New Jersey Gross Income Tax on (1)  distributions of the interest
and  capital  gains  made  by the  NEW  JERSEY  FUND  to the  extent  that  such
distributions  are with  respect to New Jersey  state and local bonds and (2) on
gains  resulting from the redemption or sale of shares of the NEW JERSEY FUND. A
description  of a qualified  investment  fund and of New Jersey  state and local
bonds is  contained in the SAI. A corporate  shareholder  of the NEW JERSEY FUND
subject to the New Jersey Corporation Business Tax or the New Jersey Corporation
Income  Tax  will  be  required  to  include  in  its  corporate  tax  base  (1)
distributions  of interest and capital gains made by the NEW JERSEY FUND and (2)
gains resulting from the redemption or sale of shares of the NEW JERSEY FUND.

      Qualified  investment  funds  described  in  N.J.S.A.  54A:6-14.1  are any
investment  company  or  trust  registered  with  the  Securities  and  Exchange
Commission,  or any series of such  investment  company or trust,  which for the
calendar year in which the  distribution  is paid (a) has no  investments  other
than interest-bearing  obligations,  obligations issued at a discount,  cash and
cash items (including  receivables),  and financial  options,  futures,  forward
contracts or other similar  financial  instruments  related to  interest-bearing
obligations,  obligations  issued at a discount or bond indexes related thereto;
and (b) has not less than 80% of the  aggregate  principal  amount of all of its
investments, excluding cash and cash items (including receivables) and financial
options,  futures,  forward  contracts,  or other similar financial  instruments
related to  interest-bearing  obligations,  obligations  issued at a discount or
bond indexes  related  thereto to the extent the  instruments  are authorized by
section 851(b) of the Code, in obligations described in N.J.S.A. 54A:6-14.

      New Jersey  state and local  bonds  described  in  N.J.S.A.  54A:6-14  are
obligations (1) issued by or on behalf of the State of New Jersey or any county,
municipality,   school  or  other  district,   agency,  authority,   commission,
instrumentality,  public  corporation,  body  corporate and politic or political
subdivision of the State of New Jersey,  and (2)  obligations  statutorily  free
from state or local taxation under any New Jersey or United States laws.

                                      106
<PAGE>

      Except when acceptable investments are unavailable to the NEW JERSEY FUND,
it  will  maintain  at  least  80%  of the  value  of its  investments  in  debt
obligations which are exempt from Federal income tax and New Jersey Gross Income
Tax.  The NEW JERSEY  FUND will not invest in  discount  obligations  other than
those described in N.J.S.A. 54A:6-14.

      NORTH  CAROLINA.  This opinion of Wyrick Robbins Yates & Ponton LLP, North
Carolina  tax  counsel to  MULTI-STATE  INSURED  TAX FREE FUND,  is based on the
current provisions of Chapter 105 of the North Carolina General Statutes and the
North Carolina  Administrative Code and the current  administrative  position of
the North Carolina Department of Revenue (the "Revenue  Department") as found in
rules, bulletins and statements issued by the Revenue Department.

      Individual  shareholders  of the NORTH  CAROLINA  FUND who are  subject to
North Carolina income taxation will not be subject to such tax on NORTH CAROLINA
FUND  dividend  distributions  to the extent that such  distributions  represent
interest on (a) direct obligations of the United States or its possessions,  (b)
obligations  of the State of North  Carolina,  its political  subdivisions  or a
commission,  an authority,  or another  agency of the State of North Carolina or
its  political  subdivisions,   or  (c)  obligations  of  nonprofit  educational
institutions  organized  or  chartered  under  the  laws of the  State  of North
Carolina.  (All such  obligations  giving  rise to  interest  exempt  from North
Carolina  taxation  are  collectively  referred  to as  "North  Carolina  Exempt
Obligations".)  Corporate  shareholders  of THE  NORTH  CAROLINA  FUND  that are
subject to North  Carolina  income  taxation  will not be subject to such tax on
NORTH  CAROLINA  FUND  dividend  distributions  to the  extent of the net of (i)
distributions representing interest from North Carolina Exempt Obligations, less
(ii) related expenses.

      The  above  exemptions  from  North  Carolina  income  tax do not apply to
capital gain  distributions  received from the NORTH CAROLINA FUND,  except that
distributions  of gains are exempt from North Carolina  income tax to the extent
attributable  to the  disposition of certain  obligations  issued before July 1,
1995 by the State of North Carolina or its agencies or political subdivisions.

      The  non-taxability  of  dividends  paid by the NORTH  CAROLINA  FUND to a
shareholder is conditioned upon the NORTH CAROLINA FUND'S providing a supporting
statement to the  shareholder  verifying the amount  received by the shareholder
that  represents  distributions  on North Carolina  Exempt  Obligations.  In the
absence of a  supporting  statement,  the total amount  designated  by the NORTH
CAROLINA  FUND as exempt from tax is subject to North  Carolina  income tax. The
NORTH CAROLINA FUND will provide to the shareholders a supporting statement that
meets the Revenue Department's requirements.

      Interest earned on obligations that are merely backed or guaranteed by the
United  States  Government  do not represent  direct  obligations  of the United
States or its  possessions  and do not qualify for exemption from North Carolina
income  taxation.  For instance,  interest income realized on obligations of the
Federal  National  Mortgage  Association  and  interest  paid by the  issuer  of
mortgage-backed  certificates  guaranteed  by the  Federal  government,  Federal
agencies or  corporations  formed by the Federal  government  is not  considered
income from  obligations  of the United States and is subject to North  Carolina
income taxation.  Also,  interest paid in connection with repurchase  agreements


                                      107
<PAGE>

issued by banks and savings and loan  associations  is subject to North Carolina
income taxation.

      Interest from obligations issued under the borrowing power of Puerto Rico,
the Virgin  Islands,  Guam,  a Federal  Land Bank,  a Federal  Home Loan Bank, a
Federal Intermediate Bank, Farm Home  Administration,  Export-Import Bank of the
United States, Tennessee Valley Authority, Banks for Cooperatives, U.S. Treasury
bonds,  notes,  bills,   certificates  and  savings  bonds,   Production  Credit
Association,  Student Loan Marketing Association,  Commodity Credit Corporation,
Federal  Deposit  Insurance  Corporation,  Federal  Farm  Credit  Bank,  Federal
Financing  Bank,  Federal  Savings  and  Loan  Insurance  Corporation,   General
Insurance Fund, United States Postal Service, Resolution Funding Corporation, or
Financing  Corporation  (chartered by the Federal Housing Finance Board under 12
U.S.C.  ss.1441) is  considered to be interest  from direct  obligations  of the
United States or its possessions and is tax-exempt for North Carolina income tax
purposes.

      In general,  a  shareholder  of the NORTH  CAROLINA FUND who is subject to
North Carolina income tax will recognize capital gains for North Carolina income
tax  purposes to the same  extent a  shareholder  would for  Federal  income tax
purposes  when the NORTH  CAROLINA FUND makes a capital gain  distribution  or a
shareholder redeems or exchanges shares,  except that distributions of gains are
exempt  from  North  Carolina  income  tax to  the  extent  attributable  to the
disposition  of certain  obligations  issued before July 1, 1995 by the State of
North Carolina, its political subdivisions, or their respective agencies.

      OHIO. In the opinion of Squire, Sanders & Dempsey L.L.P., Ohio tax counsel
to MULTI-STATE  INSURED TAX FREE Fund,  provided that the OHIO FUND continues to
qualify as a RIC for Federal  income tax purposes and that at all times at least
50  percent  of the value of the  total  assets  of the OHIO  FUND  consists  of
obligations issued by or on behalf of the State of Ohio, political  subdivisions
thereof  or  agencies  or  instrumentalities  of  the  State  or  its  political
subdivisions  ("Ohio  Obligations")  or similar  obligations  of other states or
their  subdivisions,  shareholders of the OHIO FUND who are otherwise subject to
the Ohio personal  income tax, or municipal or school  district  income taxes in
Ohio will not be subject to such taxes on  distributions  with respect to shares
of the OHIO FUND to the extent that such distributions are properly attributable
to (1) interest on and profits made on the sale,  exchange or other  disposition
of Ohio  Obligations  or (2) interest on obligations of the United States or its
territories or possessions or of any authority, commission or instrumentality of
the United  States that is exempt from state  income taxes under the laws of the
United States (e.g.,  obligations  issued by the Governments of Puerto Rico, the
Virgin Islands and Guam and their authorities and municipalities)  ("Federal and
Possessions Obligations").

      It is  further  the  opinion  of Squire,  Sanders & Dempsey  L.L.P.  that,
subject to the proviso stated in the previous  paragraph,  shareholders  who are
otherwise subject to the Ohio corporation  franchise tax will not be required to
include  distributions with respect to shares of the OHIO FUND in their tax base
for  purposes of  computing  such tax on the net income basis to the extent that
such distributions are (1) properly  attributable to interest on or profits made
on  the  sale,   exchange  or  other  disposition  of  Ohio   Obligations,   (2)
exempt-interest  dividends  for Federal  income tax  purposes,  or (3)  properly
attributable to interest on Federal and Possessions  Obligations,  provided,  in


                                      108
<PAGE>

the case of interest  Possessions  Obligations,  such  interest is excluded from
gross income for federal income tax purposes.  However,  shares of the OHIO FUND
will be  includable  in a  shareholder's  tax base for purposes of computing the
Ohio corporation  franchise tax on the net worth basis.  Corporate  shareholders
that are subject to Ohio municipal income tax will not be subject to such tax on
distributions  received  from the OHIO  FUND to the  extent  such  distributions
consist of interest on or gain from the sale, exchange,  or other disposition of
Ohio Obligations.

      Except when  acceptable  investments  are unavailable to the OHIO FUND, it
will  maintain at least 80% of the value of its net assets in  obligations  that
are exempt from Federal income tax and that are exempt from Ohio personal income
tax and the net income base of the Ohio corporation franchise tax.

      OREGON.  In the  opinion  of Weiss,  Jensen,  Ellis & Howard,  Oregon  tax
counsel to Multi-State  Insured Tax Free Fund,  shareholders  of the OREGON FUND
who are  subject  to the Oregon  personal  income  tax will not be  required  to
include in their Oregon  personal income  distributions  from the OREGON FUND to
the extent that (1) such distributions qualify as exempt-interest dividends of a
RIC under section  852(b)(5) of the Code that are  attributable to interest from
tax-exempt  obligations of the State of Oregon or its political  subdivisions or
authorities;   (2)  such   distributions   are  attributable  to  interest  from
obligations  issued by the  territories  of Guam,  Puerto  Rico,  Samoa,  Virgin
Islands,  or  their  authorities,  or the  Commonwealth  of  Puerto  Rico or its
authority;   or  (3)  such  distributions  are  attributable  to  interest  from
obligations issued by the U.S.  Government,  its agencies and  instrumentalities
and are exempted from state income tax under the laws of the United  States.  To
the extent that  distributions  from the OREGON FUND are attributable to sources
other than those described in the preceding  sentence,  such  distributions will
not be exempt from the Oregon  personal  income tax.  Also,  distributions  that
qualify as capital gain  dividends  under section  852(b)(3)(C)  of the Code and
that are  includable in Federal gross income will be includable as capital gains
in Oregon income of a shareholder.

      Interest  on   indebtedness   incurred   (directly  or  indirectly)  by  a
shareholder  of the OREGON FUND to  purchase or carry  shares of the OREGON FUND
will not be deductible for purposes of the Oregon personal income tax.

      Shareholders  of the OREGON FUND that are otherwise  subject to the Oregon
corporate excise tax must include in income distributions with respect to shares
of the OREGON FUND.

      PENNSYLVANIA.  In the opinion of Kirkpatrick & Lockhart LLP,  Pennsylvnaia
tax counsel to Multi-State Insured Tax Free Fund, Individual shareholders of the
PENNSYLVANIA FUND who are otherwise subject to the Pennsylvania  personal income
tax  will  not be  subject  to that  tax on  distributions  of  interest  by the
PENNSYLVANIA  FUND that are attributable to obligations  issued by Pennsylvania,
public  authorities,  commissions,  boards or agencies  created by Pennsylvania,
political subdivisions of Pennsylvania or public authorities created by any such
political subdivision or obligations of the United States and certain qualifying
agencies,  instrumentalities,  territories  and possessions of the United States
("Exempt  Obligations").  Distributions  of gains on Exempt  Obligations will be
subject to Pennsylvania  personal income taxes in the hands of shareholders  who
are otherwise  subject to the  Pennsylvania  personal income tax.  Distributions
attributable to most other sources will not be exempt from Pennsylvania personal
income tax.

                                      109
<PAGE>

      Shares of the PENNSYLVANIA  FUND that are held by individual  shareholders
who are  Pennsylvania  residents  will be exempt  from the  Pennsylvania  county
personal  property  tax to the  extent  that the  PENNSYLVANIA  FUNDS  portfolio
consists of Exempt  Obligations on the annual assessment date.  Non-residents of
the  Commonwealth  of  Pennsylvania  are not  subject  to this  tax.  Individual
shareholders  who are residents of Allegheny  County,  the City of Pittsburgh or
the School District of Pittsburgh, have no obligation to pay a personal property
tax.  Corporations are not subject to Pennsylvania  personal property taxes. For
shareholders  who are residents of the City of  Philadelphia,  distributions  of
interest  derived  from Exempt  Obligations  are not taxable for purposes of the
Philadelphia  School  District  investment  net  income  tax  provided  that the
PENNSYLVANIA FUND reports to its investors the percentage of Exempt  Obligations
held by it for the year. The  PENNSYLVANIA  FUND will report such  percentage to
its shareholders.

      The Pennsylvania  Department of Revenue takes the position that a RIC is a
separate entity under Pennsylvania  corporate net income tax law and, therefore,
the  characteristics of income received by such company, to the extent that such
income would otherwise be includable in Pennsylvania  corporate  taxable income,
will  not  flow  through  to  a  corporate  shareholder.  However,  because  the
Pennsylvania  corporate  net income tax is based upon  Federal  taxable  income,
items  excluded  from  Federal  taxable  income and not  required to be added to
taxable  income by  Pennsylvania  law will also be  excluded  from  Pennsylvania
corporate taxable income.  Accordingly,  "exempt-interest  dividends," which are
not required to be so added, are also excluded from the  Pennsylvania  corporate
taxable  income.  Gains on  Exempt  Obligations  are,  however,  subject  to the
corporate  net  income  tax  in  the  hands  of  a  corporate  shareholder.  The
Pennsylvania  Department of Revenue also takes the position that shares of funds
similar  to  the  PENNSYLVANIA  FUND  are  not  considered  exempt  assets  of a
corporation  for the purpose of  determining  its capital stock value subject to
the Pennsylvania capital stock and franchise taxes.

      Except when acceptable  investments  are  unavailable to the  PENNSYLVANIA
FUND,  at least 80% of the value of its net assets  will be  maintained  in debt
obligations of the  Commonwealth of  Pennsylvania,  its localities and political
subdivisions, which are exempt from Federal income tax and Pennsylvania personal
income tax and personal property taxes.

      VIRGINIA.  In  the  opinion  of  Sands,   Andersen,   Marks  &  Miller,  a
Professional  Corporation,  Virginia tax counsel to Multi-State Insured Tax Free
Fund,  interest on exempt  obligations  in the Virginia  Fund passed  through to
shareholders  in qualifying  distributions  will retain its exempt status in the
hands of the shareholders.  Accordingly, individual shareholders of the VIRGINIA
FUND subject to Virginia  personal income tax will not be required to include in
their gross income,  for Virginia  personal  income tax purposes,  distributions
made by the VIRGINIA FUND that are  exclusively  (1) both tax-exempt for Federal
income tax purposes and derived from interest on obligations of the Commonwealth
of Virginia or any of its political  subdivisions,  or (2) without regard to any
exemption  from  Federal  income  tax,  are  derived  from  interest  in certain
obligations for which a Virginia income tax exemption is independently provided,
including,  among others,  obligations  issued under the Virginia Public Finance
Act, certain revenue bonds for transportation facilities, and obligations issued
by the Virginia  Housing  Development  Authority,  the Virginia  Education  Loan
Authority,  and  industrial  development  authorities  created  pursuant  to the
Virginia Industrial Development and Revenue Bond Act. If a distribution includes
both taxable and tax-exempt interest, the entire distribution is included in the


                                      110
<PAGE>

gross income of the shareholder for Virginia personal income tax purposes unless
the exempt portion is designated  with  reasonable  certainty.  Counsel has been
advised that,  in the event any such  commingled  distributions  are made by the
Virginia Fund, the Virginia Fund intends to provide such designation in a manner
acceptable  to the Virginia  Department  of  Taxation,  to  shareholders  of the
Virginia Fund.

      In  general,  an  individual  shareholder  of the  VIRGINIA  FUND who is a
Virginia  resident will recognize capital gains for Virginia income tax purposes
to the same extent that he or she would for Federal income tax purposes when the
VIRGINIA FUND makes a capital gains  distribution or the shareholder  redeems or
sells shares. In certain  instances,  however,  legislation  creating the entity
issuing debt obligations  expressly exempts profit on the sale of the obligation
from Virginia income taxation.

      Interest on indebtedness incurred (directly or indirectly) by shareholders
to purchase or carry  shares of the  VIRGINIA  FUND will not be  deductible  for
Virginia income tax purposes.

                             PERFORMANCE INFORMATION

      A Fund may advertise its performance in various ways.

      Each Fund's  "average  annual  total  return"  ("T") is an average  annual
compounded  rate of return.  The  calculation  produces an average  annual total
return  for the  number of years  measured.  It is the rate of  return  based on
factors which include a hypothetical  initial  investment of $1,000 ("P") over a
number  of  years  ("n")  with  an  Ending  Redeemable  Value  ("ERV")  of  that
investment, according to the following formula:

            T=[(ERV/P)^(1/n)]-1

      The "total return" uses the same factors, but does not average the rate of
return on an annual basis. Total return is determined as follows:

            (ERV-P)/P  = TOTAL RETURN

      Total return is  calculated  by finding the average  annual  change in the
value of an initial $1,000 investment over the period. In calculating the ending
redeemable  value for Class A shares,  each Fund will deduct the  maximum  sales
charge of 6.25% (as a percentage of the offering  price) from the initial $1,000
payment and, for Class B shares,  the applicable CDSC imposed on a redemption of
Class B shares  held  for the  period  is  deducted.  All  dividends  and  other
distributions  are  assumed to have been  reinvested  at net asset  value on the
initial investment ("P").

      Return  information  may be  useful to  investors  in  reviewing  a Fund's
performance.  However, certain factors should be taken into account before using
this  information as a basis for comparison  with  alternative  investments.  No
adjustment is made for taxes  payable on  distributions.  Return will  fluctuate
over  time  and  return  for any  given  past  period  is not an  indication  or
representation  by a Fund of future rates of return on its shares. At times, the
Adviser  may reduce its  compensation  or assume  expenses of a Fund in order to


                                      111
<PAGE>

reduce the Fund's expenses.  Any such waiver or reimbursement would increase the
Fund's return during the period of the waiver or reimbursement.

      Average  annual  return and total return  computed at the public  offering
price (maximum  sales charge for Class A shares and applicable  CDSC for Class B
shares)  for the  periods  ended  December  31, 1998 are set forth in the tables
below:

AVERAGE ANNUAL TOTAL RETURN1,2

<TABLE>
<CAPTION>
<S>                           <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>


                                 ONE YEAR           FIVE YEARS          TEN YEARS           LIFE OF FUND
                                 --------           ----------          ---------           ------------
                              Class A  Class B    Class A  Class B    Class A   Class B   Class A3   Class B4

INSURED TAX EXEMPT FUND       ____%    ____%      ____%    N/A        ____%     N/A       ____%      ____%
INSURED INTERMEDIATE
  TAX EXEMPT FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW YORK INSURED              ____     ____       ____     N/A        ____      N/A       ____       ____
ARIZONA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
CALIFORNIA FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
COLORADO FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
CONNECTICUT FUND              ____     ____       ____     N/A        N/A       N/A       ____       ____
FLORIDA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
GEORGIA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
MARYLAND FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
MASSACHUSETTS FUND            ____     ____       ____     N/A        ____      N/A       ____       ____
MICHIGAN FUND                 ____     ____       ____     N/A        ____      N/A       ____       ____
MINNESOTA FUND                ____     ____       ____     N/A        ____      N/A       ____       ____
MISSOURI FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW JERSEY FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
NORTH CAROLINA FUND           ____     ____       ____     N/A        N/A       N/A       ____       ____
OHIO FUND                     ____     ____       ____     N/A        ____      N/A       ____       ____
OREGON FUND                   ____     ____       ____     N/A        N/A       N/A       ____       ____
PENNSYLVANIA FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
VIRGINIA FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____

</TABLE>

- -----------------------
1   All average annual total return figures  reflect the maximum sales charge of
    6.25%.  Prior to July 1, 1993, the maximum sales charge was 6.90%.  Prior to
    January 29, 1989 the maximum sales charge was 7.25%. Certain expenses of the
    Funds have been waived or reimbursed from commencement of operations through
    December 31, 1998.  Accordingly,  return  figures are higher than they would
    have been had such expenses not been waived or reimbursed.
2   Certain  expenses  of the  Funds  have  been  waived  from  commencement  of
    operations through December 31, 1998. Accordingly, return figures are higher
    than they would have been had such expenses not been waived.
3   The inception dates for the Funds are as follows:  INSURED  INTERMEDIATE TAX
    EXEMPT FUND -- November 22, 1993;  INSURED TAX EXEMPT FUND -- ____; NEW YORK
    INSURED TAX FREE FUND -- ____; ARIZONA FUND -- November 1, 1990;  CALIFORNIA
    FUND-- February 23, 1987; COLORADO FUND, MISSOURI FUND, NORTH CAROLINA FUND
    and  OREGON  FUND -- May 4,  1992;  CONNECTICUT  FUND and  MARYLAND  FUND --
    October 8, 1990;  FLORIDA  FUND -- October 5, 1990;  GEORGIA  FUND -- May 1,
    1992;  MASSACHUSETTS  FUND,  MICHIGAN FUND,  MINNESOTA FUND and OHIO FUND --
    January 1, 1987;  NEW JERSEY FUND -- September 13, 1988;  PENNSYLVANIA  FUND
    and VIRGINIA FUND -- April 30, 1990.
4   The commencement of offering of Class B shares is January 12, 1995.



                                      112
<PAGE>

TOTAL RETURN1,2

<TABLE>
<CAPTION>
<S>                           <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>


                                  ONE YEAR           FIVE YEARS          TEN YEARS            LIFE OF FUND
                                  --------           ----------          ---------            ------------
                              Class A  Class B    Class A  Class B    Class A   Class B   Class A2   Class B3
                              -------  -------    -------  -------    -------   -------   --------   --------  

INSURED TAX EXEMPT FUND       ____%    ____%      ____%    N/A        ____%     N/A       ____%      ____%
INSURED INTERMEDIATE
  TAX EXEMPT FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW YORK INSURED              ____     ____       ____     N/A        ____      N/A       ____       ____
ARIZONA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
CALIFORNIA FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
COLORADO FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
CONNECTICUT FUND              ____     ____       ____     N/A        N/A       N/A       ____       ____
FLORIDA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
GEORGIA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
MARYLAND FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
MASSACHUSETTS FUND            ____     ____       ____     N/A        ____      N/A       ____       ____
MICHIGAN FUND                 ____     ____       ____     N/A        ____      N/A       ____       ____
MINNESOTA FUND                ____     ____       ____     N/A        ____      N/A       ____       ____
MISSOURI FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW JERSEY FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
NORTH CAROLINA FUND           ____     ____       ____     N/A        N/A       N/A       ____       ____
OHIO FUND                     ____     ____       ____     N/A        ____      N/A       ____       ____
OREGON FUND                   ____     ____       ____     N/A        N/A       N/A       ____       ____
PENNSYLVANIA FUND             ____     ____       ____     N/A        ____      N/A       ____       ____
VIRGINIA FUND                 ____     ____       ____     N/A        ____      N/A       ____       ____

</TABLE>


      Average  annual  total  return  and  total  return  may  also be  based on
investment at reduced  sales charge levels or at net asset value.  Any quotation
of return not  reflecting  the maximum  sales charge will be greater than if the
maximum  sales  charge were used.  Average  annual total return and total return
computed  at net asset  value for the periods  ended  December  31, 1998 are set
forth in the tables below.

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

1   All average annual total return figures  reflect the maximum sales charge of
    6.25%.  Prior to July 1, 1993, the maximum sales charge was 6.90%.  Prior to
    January 29, 1989 the maximum sales charge was 7.25%. Certain expenses of the
    Funds have been waived or reimbursed from commencement of operations through
    December 31, 1998(?). Accordingly, return figures are higher than they would
    have been had such expenses not been waived or reimbursed.

2   Certain  expenses  of the  funds  have  been  waived  from  commencement  of
    operations through December 31, 1998. Accordingly, return figures are higher
    than they would have been had such expenses not been waived.

3   The inception dates for the Funds are as follows:  INSURED  INTERMEDIATE TAX
    EXEMPT FUND -- November 22, 1993; INSURED TAX EXEMPT FUND -- _____; NEW YORK
    INSURED TAX FREE FUND -- _____; ARIZONA FUND -- November 1, 1990; CALIFORNIA
    FUND -- February 23, 1987; COLORADO FUND, MISSOURI FUND, NORTH CAROLINA FUND
    and  OREGON  FUND -- May 4,  1992;  CONNECTICUT  FUND and  MARYLAND FUND  --
    October 8, 1990;  FLORIDA  FUND -- October 5, 1990;  GEORGIA  FUND -- May 1,
    1992;  MASSACHUSETTS  FUND,  MICHIGAN FUND,  MINNESOTA FUND and OHIO FUND --
    January 1, 1987;  NEW JERSEY FUND -- September 13, 1988;  PENNSYLVANIA  FUND
    and VIRGINIA FUND -- April 30, 1990.

4   The commencement of offering of Class B shares is January 12, 1995.


                                      113
<PAGE>



AVERAGE ANNUAL TOTAL RETURN1

<TABLE>
<CAPTION>
<S>                           <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>


                                  ONE YEAR          FIVE YEARS          TEN YEARS           LIFE OF FUND
                                  --------          ----------          ---------           ------------
                              Class A  Class B    Class A  Class B    Class A   Class B   Class A2   Class B3
                              -------  -------    -------  -------    -------   -------   --------   --------

INSURED TAX EXEMPT FUND       ____%    ____%      ____%    N/A        ____%     N/A       ____%      ____%
INSURED INTERMEDIATE
  TAX EXEMPT FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW YORK INSURED              ____     ____       ____     N/A        ____      N/A       ____       ____
ARIZONA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
CALIFORNIA FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
COLORADO FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
CONNECTICUT FUND              ____     ____       ____     N/A        N/A       N/A       ____       ____
FLORIDA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
GEORGIA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
MARYLAND FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
MASSACHUSETTS FUND            ____     ____       ____     N/A        ____      N/A       ____       ____
MICHIGAN FUND                 ____     ____       ____     N/A        ____      N/A       ____       ____
MINNESOTA FUND                ____     ____       ____     N/A        ____      N/A       ____       ____
MISSOURI FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW JERSEY FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
NORTH CAROLINA FUND           ____     ____       ____     N/A        N/A       N/A       ____       ____
OHIO FUND                     ____     ____       ____     N/A        ____      N/A       ____       ____
OREGON FUND                   ____     ____       ____     N/A        N/A       N/A       ____       ____
PENNSYLVANIA FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
VIRGINIA FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____

</TABLE>


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

1   Certain   expenses  of  the  Funds  have  been  waived  or  reimbursed  from
    commencement of operations  through December 31, 1998.  Accordingly,  return
    figures  are higher  than they would  have been had such  expenses  not been
    waived or reimbursed.

2   The inception dates for the Funds are as follows:  INSURED  INTERMEDIATE TAX
    EXEMPT FUND -- November  22, 1993;  INSURED TAX EXEMPT FUND _____;  NEW YORK
    INSURED TAX FREE FUND -- _____; ARIZONA FUND -- November 1, 1990; CALIFORNIA
    FUND -- February 23, 1987; COLORADO FUND, MISSOURI FUND, NORTH CAROLINA FUND
    and  OREGON  FUND -- May 4,  1992;  CONNECTICUT  FUND and  MARYLAND  FUND --
    October 8, 1990;  FLORIDA  FUND -- October 5, 1990;  GEORGIA  FUND -- May 1,
    1992;  MASSACHUSETTS  FUND,  MICHIGAN FUND,  MINNESOTA FUND and OHIO FUND --
    January 1, 1987;  NEW JERSEY FUND -- September 13, 1988;  PENNSYLVANIA  FUND
    and VIRGINIA FUND -- April 30, 1990.

3   The commencement of offering of Class B shares is January 12, 1995.


                                      114
<PAGE>

TOTAL RETURN1

<TABLE>
<CAPTION>
<S>                           <C>      <C>        <C>       <C>       <C>       <C>       <C>        <C>


                                 ONE YEAR            FIVE YEARS          TEN YEARS           LIFE OF FUND
                                 --------            ----------          ---------           ------------
                              Class A  Class B    Class A  Class B    Class A   Class B   Class A2   Class B3
                              -------  -------    -------  -------    -------   -------   --------   --------

INSURED TAX EXEMPT FUND       ____%    ____%      ____%    N/A        ____%     N/A       ____%      ____%
INSURED INTERMEDIATE
  TAX EXEMPT FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW YORK INSURED              ____     ____       ____     N/A        ____      N/A       ____       ____
ARIZONA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
CALIFORNIA FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
COLORADO FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
CONNECTICUT FUND              ____     ____       ____     N/A        N/A       N/A       ____       ____
FLORIDA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
GEORGIA FUND                  ____     ____       ____     N/A        N/A       N/A       ____       ____
MARYLAND FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
MASSACHUSETTS FUND            ____     ____       ____     N/A        ____      N/A       ____       ____
MICHIGAN FUND                 ____     ____       ____     N/A        ____      N/A       ____       ____
MINNESOTA FUND                ____     ____       ____     N/A        ____      N/A       ____       ____
MISSOURI FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____
NEW JERSEY FUND               ____     ____       ____     N/A        ____      N/A       ____       ____
NORTH CAROLINA FUND           ____     ____       ____     N/A        N/A       N/A       ____       ____
OHIO FUND                     ____     ____       ____     N/A        ____      N/A       ____       ____
OREGON FUND                   ____     ____       ____     N/A        N/A       N/A       ____       ____
PENNSYLVANIA FUND             ____     ____       ____     N/A        N/A       N/A       ____       ____
VIRGINIA FUND                 ____     ____       ____     N/A        N/A       N/A       ____       ____

</TABLE>

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

1   Certain   expenses  of  the  Funds  have  been  waived  or  reimbursed  from
    commencement of operations  through December 31, 1998.  Accordingly,  return
    figures  are higher  than they would  have been had such  expenses  not been
    waived or reimbursed.

2   The inception dates for the Funds are as follows:  INSURED  INTERMEDIATE TAX
    EXEMPT FUND -- November 22, 1993; INSURED TAX EXEMPT FUND -- _____; NEW YORK
    INSURED TAX FREE FUND -- _____; ARIZONA FUND -- November 1, 1990; CALIFORNIA
    FUND -- February 23, 1987; COLORADO FUND, MISSOURI FUND, NORTH CAROLINA FUND
    and  OREGON  FUND -- May 4,  1992;  CONNECTICUT  FUND and  MARYLAND  FUND --
    October 8, 1990;  FLORIDA  FUND -- October 5, 1990;  GEORGIA  FUND -- May 1,
    1992;  MASSACHUSETTS  FUND,  MICHIGAN FUND,  MINNESOTA FUND and OHIO FUND --
    January 1, 1987;  NEW JERSEY FUND -- September 13, 1988;  PENNSYLVANIA  FUND
    and VIRGINIA FUND -- April 30, 1990.

3   The commencement of offering of Class B shares is January 12, 1995.


      Yield is presented  for a specified  thirty-day  period  ("base  period").
Yield is based on the amount  determined by (i) calculating the aggregate amount
of dividends and interest  earned by a Fund during the base period less expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the product of (A) the average  daily  number of shares of the Fund  outstanding
during the base period and entitled to receive  dividends  and (B) the per share
maximum  public  offering  price for  Class A shares or the net asset  value for
Class B shares  of the Fund on the last day of the base  period.  The  result is
annualized by compounding on a semi-annual  basis to determine the Fund's yield.
For this  calculation,  interest earned on debt  obligations held by the Fund is
generally  calculated  using the yield to maturity (or first expected call date)
of  such  obligations  based  on  their  market  values  (or,  in  the  case  of
receivables-backed  securities  such  as  GNMA  Certificates,  based  on  cost).
Dividends  on equity  securities  are accrued  daily at their  estimated  stated
dividend rates.


                                      115
<PAGE>

      Tax-equivalent  yield  during the base period may be  presented  in one or
more stated tax  brackets.  Tax-equivalent  yield is  calculated  by adjusting a
Fund's  tax-exempt yield by a factor designed to show the approximate yield that
a taxable  investment  would have to earn to produce an after-tax yield equal to
the Fund's tax-exempt yield.

      To calculate a taxable bond yield which is equivalent to a tax-exempt bond
yield (for Federal tax purposes), shareholders may use the following formula:

         Tax Free Yield   
         --------------              = Taxable Equivalent Yield
      1 - Your Tax Bracket


      To calculate a taxable bond yield which is equivalent to a tax-exempt bond
yield (for state and Federal tax purposes),  shareholders  may use the following
formula:

              Tax Free Yield          
              --------------         = Taxable Equivalent Yield
    1 - [[(1-Your Federal Tax Bracket)
        x State Rate]
    + Your Federal Tax Bracket]

      The yield and  tax-equivalent  yield for  INSURED  TAX EXEMPT FUND Class A
shares for the thirty day period ended December 31, 1998 (assuming a Federal tax
rate of 28%) was ____% and  ____%,  respectively.  The yield and  tax-equivalent
yield for INSURED TAX EXEMPT FUND Class B shares for the same period (assuming a
Federal  tax rate of 28%) was  ____%  and  ____%,  respectively.  The  yield and
tax-equivalent   yield  (assuming  a  Federal  tax  rate  of  28%)  for  INSURED
INTERMEDIATE  TAX EXEMPT FUND Class A shares for the thirty days ended  December
31, 1998 was ____% and ____%,  respectively.  The yield and tax-equivalent yield
for  INSURED  INTERMEDIATE  TAX EXEMPT  FUND Class B shares for the same  period
(assuming  a Federal  tax rate of 28%) was ____% and  ____%,  respectively.  The
maximum  Federal  tax rate during  this  period was 39.6%.  During this  period,
certain  expenses  of INSURED  INTERMEDIATE  TAX EXEMPT FUND have been waived or
reimbursed.  Accordingly yield and tax-equivalent  yield figures are higher than
they would have been had such expenses not been waived or reimbursed.  The yield
and tax-equivalent yield of NEW YORK INSURED TAX FREE FUND and each Single State
Fund for the thirty days ended December 31, 1998 (assuming a Federal tax rate of
28% as well as the  maximum  rate for the  appropriate  state)  is shown  below.
During  this  period,  certain  expenses  of these  Funds  have  been  waived or
reimbursed. Accordingly, yield and tax-exempt yield figures are higher than they
would have been had such  expenses  not been waived or  reimbursed.  During this
period, the maximum Federal tax rate was 39.6%.




                                      116
<PAGE>


                                   YIELD                TAX-EQUIVALENT YIELD
                           ---------------------        --------------------
                           Class A       Class B        Class A      Class B
                           Shares        Shares         Shares       Shares
                           -------       -------        -------      -------

New York Insured Tax         
  Free Fund                  ____%        ____%         ____%         ____%
Arizona Fund                 ____         ____          ____          ____
California Fund              ____         ____          ____          ____
Colorado Fund                ____         ____          ____          ____
Connecticut Fund             ____         ____          ____          ____
Florida Fund                 ____         ____          ____          ____
Georgia Fund                 ____         ____          ____          ____
Maryland Fund                ____         ____          ____          ____
Massachusetts Fund           ____         ____          ____          ____
Michigan Fund                ____         ____          ____          ____
Minnesota Fund               ____         ____          ____          ____
Missouri Fund                ____         ____          ____          ____
New Jersey Fund              ____         ____          ____          ____
North Carolina Fund          ____         ____          ____          ____
Ohio Fund                    ____         ____          ____          ____
Oregon Fund                  ____         ____          ____          ____
Pennsylvania Fund            ____         ____          ____          ____
Virginia Fund                ____         ____          ____          ____

      The  distribution  rate  for each  Fund is  presented  for a  twelve-month
period.  It is calculated by adding the dividends for the last twelve months and
dividing  the sum by that  Fund's  offering  price  per share at the end of that
period.  The  distribution  rate is also  calculated by using a Fund's net asset
value. Distribution rate calculations do not include capital gain distributions,
if any, paid. The  distribution  rate for the twelve month period ended December
31, 1998 for Class A shares of INSURED  INTERMEDIATE TAX EXEMPT FUND and INSURED
TAX  EXEMPT  FUND  calculated  using the  offering  price  was ____% and  ____%,
respectively.  The distribution  rate for the twelve month period ended December
31, 1998 for Class A shares of INSURED  INTERMEDIATE TAX EXEMPT FUND and INSURED
TAX EXEMPT FUND calculated at net asset value was ____% and ____%, respectively.
The distribution  rate for the  twelve-month  period ended December 31, 1998 for
Class B shares of INSURED  INTERMEDIATE  TAX EXEMPT  FUND and INSURED TAX EXEMPT
FUND calculated using net asset value was ____% and ____%, respectively.  During
this  period  certain  expenses  of INSURED  INTERMEDIATE  TAX EXEMPT  FUND were
waived. Accordingly, the distribution rates are higher than they would have been
had such expenses not been waived.  The distribution rate for the Class A shares
of NEW  YORK  INSURED  TAX  FREE  FUND  and  each  Single  State  Fund  for  the
twelve-month period ended December 31, 1998 calculated using both offering price
and net asset value is shown below. The distribution  rate for each Fund's Class
B shares for the  twelve-month  period ended December 31, 1998 calculated  using
net asset value is also shown below.  During these periods  certain  expenses of
MULTI-STATE  INSURED  TAX FREE FUND  were  waived  or  reimbursed.  Accordingly,
distribution rates are higher than they would have been if such expenses had not
been waived or reimbursed.


                                      117
<PAGE>

<TABLE>
<CAPTION>
<S>                       <C>              <C>                   <C>    

                                   CLASS A SHARES
                        DISTRIBUTION RATE CALCULATED USING               CLASS B SHARES
                        ----------------------------------       DISTRIBUTION RATE CALCULATED
                        OFFERING PRICE     NET ASSET VALUE            USING NET ASSET VALUE
                        --------------     ---------------            ---------------------

NEW YORK INSURED              ____%            ____%                        ___%
ARIZONA FUND                  ____             ____                         ____ 
CALIFORNIA FUND               ____             ____                         ____ 
COLORADO FUND                 ____             ____                         ____ 
CONNECTICUT FUND              ____             ____                         ____ 
FLORIDA FUND                  ____             ____                         ____ 
GEORGIA FUND                  ____             ____                         ____ 
MARYLAND FUND                 ____             ____                         ____ 
MASSACHUSETTS FUND            ____             ____                         ____ 
MICHIGAN FUND                 ____             ____                         ____ 
MINNESOTA FUND                ____             ____                         ____ 
MISSOURI FUND                 ____             ____                         ____ 
NEW JERSEY FUND               ____             ____                         ____ 
NORTH CAROLINA FUND           ____             ____                         ____ 
OHIO FUND                     ____             ____                         ____ 
OREGON FUND                   ____             ____                         ____ 
PENNSYLVANIA FUND             ____             ____                         ____ 
VIRGINIA FUND                 ____             ____                         ____
                                               

</TABLE>

      A Fund may include in advertisements  and sales  literature,  information,
examples and statistics  that  illustrate the effect of taxable versus  tax-free
compounding  income at a fixed  rate of return to  demonstrate  the growth of an
investment  over a stated period of time resulting from the payment of dividends
and capital gains  distributions in additional shares. The examples used will be
for illustrative  purposes only and are not  representations by any Fund of past
or future yield or return.  Examples of typical graphs and charts depicting such
historical  performance,  compounding and  hypothetical  returns are included in
Appendix D.

      From time to time,  in  reports  and  promotional  literature,  a Fund may
compare its performance to, or cite the historical performance of, U.S. Treasury
bills,  notes and  bonds,  or indices of broad  groups of  unmanaged  securities
considered  to be  representative  of,  or  similar  to,  the  Fund's  portfolio
holdings, such as:

      Lipper  Analytical  Services,  Inc.  ("Lipper")  is  a  widely  recognized
      independent  service that monitors and ranks the performance of investment
      companies.  The Lipper  performance  analysis includes the reinvestment of
      capital gain  distributions  and income  dividends but does not take sales
      charges into consideration. The method of calculating total return data on
      indices utilizes actual dividends on ex-dividend dates accumulated for the
      quarter and reinvested at quarter end.

      Morningstar Mutual Funds  ("Morningstar"),  a semi-monthly  publication of
      Morningstar,  Inc.  Morningstar  proprietary  ratings  reflect  historical
      risk-adjusted  performance  and are subject to change every  month.  Funds
      with at least three years of performance history are assigned ratings from
      one  star  (lowest)  to five  stars  (highest).  Morningstar  ratings  are
      calculated  from the Fund's  three-,  five-,  and ten-year  average annual
      returns (when  available) and a risk factor that reflects fund performance
      relative to three-month Treasury bill monthly returns.  Fund's returns are


                                      118
<PAGE>


      adjusted  for  fees  and  sales  loads.  Ten  percent  of the  funds in an
      investment  category  receive five stars,  22.5%  receive four stars,  35%
      receive three stars,  22.5% receive two stars,  and the bottom 10% receive
      one star.

      Salomon Brothers Inc., "Market  Performance," a monthly  publication which
      tracks  principal  return,  total return and yield on the Salomon Brothers
      Broad Investment-Grade Bond Index and the components of the Index.

      Merrill Lynch,  Pierce,  Fenner & Smith,  Inc.,  "Taxable Bond Indices," a
      monthly  corporate  government  index  publication  which lists principal,
      coupon and total return on over 100  different  taxable bond indices which
      Merrill Lynch tracks.  They also list the par weighted  characteristics of
      each Index.

      Lehman  Brothers,  Inc., "The Bond Market  Report," a monthly  publication
      which tracks principal,  coupon and total return on the Lehman Govt./Corp.
      Index and Lehman  Aggregate  Bond Index,  as well as all the components of
      these Indices.

      The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics,
      is a commonly  used measure of  inflation.  The Index shows changes in the
      cost of  selected  consumer  goods and does not  represent  a return on an
      investment vehicle.

      From time to time,  in reports  and  promotional  literature,  performance
rankings and ratings reported  periodically in national  financial  publications
such as MONEY, FORBES, BUSINESS WEEK, BARRON'S,  FINANCIAL TIMES and FORTUNE may
also be used. In addition,  quotations from articles and performance ratings and
ratings  appearing  in daily  newspaper  publications  such as THE  WALL  STREET
JOURNAL, THE NEW YORK TIMES and NEW YORK DAILY NEWS may be cited.

                             GENERAL INFORMATION

      INSURED  TAX  EXEMPT  FUND  and  NEW  YORK  INSURED  TAX  FREE  FUND  were
incorporated  in the state of Maryland on ________ and _________,  respectively.
INSURED  TAX EXEMPT  FUND's  authorized  capital  stock  consists of ___ million
shares of common stock, all of one series,  with a par value per share of $0.01.
NEW YORK INSURED TAX FREE FUND's authorized  capital stock consists of _________
shares of common  stock,  all of one series,  with a par value per share of $__.
Each Fund is  authorized  to issue shares of common  stock in such  separate and
distinct  series  and  classes  of  series  as the  particular  Fund's  Board of
Directors shall from to time establish.  The shares of common stock of each Fund
are presently  divided into two classes,  designated  Class A shares and Class B
shares.  Each class of a Fund  represents  interests  in the same assets of that
Fund. The Funds do not hold annual shareholder  meetings.  If requested to do so
by the holders of at least 10% of a Fund's outstanding  shares, the Fund's Board
of  Directors  will call a special  meeting  of  shareholders  for any  purpose,
including  the removal of  Directors.  Each share of each Fund has equal  voting
rights except as noted above.

      SERIES  FUND and  MULTI-STATE  INSURED  TAX FREE  FUND were  organized  as
Massachusetts   business   trusts  on  September  23,  1988  and   ____________,


                                      119
<PAGE>

respectively.  Each Fund is authorized to issue an unlimited number of shares of
beneficial  interest,  no par value,  in such  separate and distinct  series and
classes of shares as its Board of  Trustees  shall from time to time  establish.
The shares of beneficial interest of SERIES FUND are presently divided into five
separate  and  distinct  series  and  the  shares  of  beneficial   interest  of
MULTI-STATE  INSURED  TAX FREE FUND are  divided  into  seventeen  separate  and
distinct series, each having two classes,  designated Class A shares and Class B
shares. Neither Fund holds annual shareholder meetings. If requested to do so by
the holders of at least 10% of a Fund's outstanding  shares, the Fund's Board of
Trustees will call a special meeting of shareholders for any purpose,  including
the removal of Trustees.  Each share of each Fund has equal voting rights except
as noted above.

      CUSTODIAN.  The Bank of New York,  48 Wall Street,  New York,  NY 10286,
is custodian of the securities and cash of each Fund.

      AUDITS AND REPORTS.  The accounts of the Funds are audited twice a year by
__________________________________.    Shareholders   of   each   Fund   receive
semi-annual and annual reports,  including audited financial  statements,  and a
list of securities owned.

      LEGAL  COUNSEL.  Kirkpatrick & Lockhart LLP, 1800  Massachusettes  Avenue,
N.W.,  Washington,  D.C. 20036, serves as counsel to  the Funds.

      TRANSFER AGENT.  Administrative  Data Management  Corp.,  581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer agent
for the Funds and as redemption agent for regular redemptions.  The fees charged
to each Fund by the Transfer Agent are $5.00 to open an account;  $3.00 for each
certificate  issued;  $.75 per account per month; $10.00 for each legal transfer
of shares;  $.45 per account per dividend  declared;  $5.00 for each exchange of
shares into a Fund; $5.00 for each partial  withdrawal or complete  liquidation;
$1.00 for each  Systematic  Withdrawal  Plan check;  $4.00 for each  shareholder
services call; $20.00 for each item of correspondence; and $1.00 per account per
report required by any  governmental  authority.  Additional fees charged to the
Funds by the Transfer Agent are assumed by the  Underwriter.  The Transfer Agent
reserves the right to change the fees on prior notice to the Funds. Upon request
from  shareholders,  the  Transfer  Agent will provide an account  history.  For
account  histories  covering  the most  recent  three year  period,  there is no
charge.  The Transfer Agent charges a $5.00  administrative fee for each account
history  covering  the  period  1983  through  1994 and $10.00 per year for each
account history covering the period 1974 through 1982.  Account  histories prior
to 1974 will not be provided.  If any communication from the Transfer Agent to a
shareholder is returned from the U.S.  Postal Service marked as  "Undeliverable"
two  consecutive  times,  the  Transfer  Agent will cease  sending  any  further
materials to the shareholder until the Transfer Agent is provided with a correct
address.  Efforts to locate a shareholder  will be conducted in accordance  with
SEC rules and regulations prior to escheatment of funds to the appropriate state
treasury.  The  Transfer  Agent may deduct the costs of its  efforts to locate a
shareholder from the shareholder's account. These costs may include a percentage
of the  account  if a search  company  charges  such a fee in  exchange  for its
location  services.  The  Transfer  Agent is not  responsible  for any fees that
states  and/or their  representatives  may charge for  processing  the return of
funds to  investors  whose  funds  have been  escheated.  The  Transfer  Agent's
telephone number is 1-800-423-4026.


                                      120

<PAGE>
      5%  SHAREHOLDERS.  As of April 1, 1999,  the following  owned of record or
beneficially 5% or more of the  outstanding  Class A shares of each of the Funds
listed below:

FUND                               % OF SHARES         SHAREHOLDER
- ----                               -----------         -----------

INSURED INTERMEDIATE TAX
EXEMPT FUND

INSURED INTERMEDIATE TAX
EXEMPT FUND

COLORADO FUND

CONNECTICUT FUND

GEORGIA FUND

MARYLAND FUND

MISSOURI FUND


      As of April 1, 1999 the following  owned of record or  beneficially  5% or
more of the outstanding Class B shares of each of the Funds listed below:


FUND                               % OF SHARES         SHAREHOLDER
- ----                               -----------         -----------

INSURED INTERMEDIATE TAX
EXEMPT FUND


                                      121
<PAGE>


FUND                               % OF SHARES         SHAREHOLDER
- ----                               -----------         -----------

INSURED TAX EXEMPT FUND




NEW YORK INSURED TAX FREE
   FUND



ARIZONA FUND







CALIFORNIA FUND



COLORADO FUND



CONNECTICUT FUND


                                      122
<PAGE>


FUND                               % OF SHARES         SHAREHOLDER
- ----                               -----------         -----------

FLORIDA FUND




GEORGIA FUND






MARYLAND FUND






MASSACHUSETTS FUND




                                      123
<PAGE>

FUND                               % OF SHARES         SHAREHOLDER
- ----                               -----------         -----------

MICHIGAN FUND


MISSOURI FUND


NEW JERSEY FUND



NORTH CAROLINA FUND


OHIO FUND


OREGON FUND






PENNSYLVANIA FUND


VIRGINIA FUND


                                      124
<PAGE>

      TRADING BY  PORTFOLIO  MANAGERS  AND OTHER  ACCESS  PERSONS.  Pursuant  to
Section  17(j)  of the 1940 Act and Rule  17j-1  thereunder,  each  Fund and the
Adviser have adopted Codes of Ethics restricting  personal securities trading by
portfolio  managers and other access  persons of the Funds.  Among other things,
such  persons,  except the Directors or Trustees:  (a) must have all  non-exempt
trades pre-cleared; (b) are restricted from short-term trading; (c) must provide
duplicate statements and transactions confirmations to a compliance officer; and
(d) are prohibited from purchasing securities of initial public offerings.

      SHAREHOLDER  LIABILITY.  Under  Massachusetts law,  shareholders of Series
Fund and  Multi-State  Insured  Tax Free Fund,  both of which are  Massachusetts
business trusts, may, under certain circumstances, be held personally liable for
the obligations of the Funds. The  Declarations of Trust of each Fund,  however,
contain express disclaimers of shareholder  liability for acts or obligations of
the  Funds  and  require  that  notice  of such  disclaimers  be  given  in each
agreement,  obligation,  or instrument entered into or executed by either of the
Funds or its Trustees.  The  Declarations of Trust provides for  indemnification
out of the property of each Fund of any shareholder  held personally  liable for
the  obligations of the Fund. The  Declarations of Trust also provides that each
Fund  shall,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Fund and  satisfy  any  judgment
thereon.  Thus, the risk of a shareholder's  incurring financial loss on account
of shareholder liability is limited to circumstances in which either Fund itself
would be unable to meet its  obligations.  The Adviser believes that, in view of
the above,  the risk of personal  liability to  shareholders  is immaterial  and
extremely remote.  The Declarations of Trust further provides that Trustees will
not be liable for errors of judgment or mistakes of fact or law,  but nothing in
the  Declarations  of Trust protects a Trustee against any liability to which he
would otherwise be subject by reason of willful  misfeasance,  bad faith,  gross
negligence,  or reckless  disregard of the duties involved in the conduct of his
office.  Each Fund may have an obligation to indemnify its Trustees and officers
with respect to litigation.


                                      125
<PAGE>

                                  APPENDIX A
                    DESCRIPTION OF MUNICIPAL BOND RATINGS

STANDARD & POOR'S RATINGS GROUP
- -------------------------------

      The ratings are based on current  information  furnished  by the issuer or
obtained by S&P from other sources it considers  reliable.  S&P does not perform
any audit in connection with any rating and may, on occasion,  rely on unaudited
financial information.  The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information,  or based on other
circumstances.

      The   ratings   are  based,   in  varying   degrees,   on  the   following
considerations:

      1.    Likelihood of default-capacity  and willingness of the obligor as to
            the  timely  payment of  interest  and  repayment  of  principal  in
            accordance with the terms of the obligation;

      2.    Nature of and provisions of the obligation;

      3.    Protection  afforded by, and relative position of, the obligation in
            the event of bankruptcy,  reorganization, or other arrangement under
            the laws of bankruptcy and other laws affecting creditors' rights.

      AAA Debt rated "AAA" has the highest rating  assigned by S&P.  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 higher rated issues only in small degree.

      A Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

      BBB Debt rated "BBB" is  regarded  as having an  adequate  capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

      BB, B, CCC,  CC, C Debt rated "BB," "B," "CCC," "CC" and "C" is  regarded,
on  balance,  as  predominantly  speculative  with  respect to  capacity  to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest.  While such debt will likely have some  quality and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

      BB Debt rated "BB" has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to


                                      126
<PAGE>

adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The "BB"
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

      B Debt rated "B" has a greater  vulnerability to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

      CCC Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

      CC The rating "CC"  typically  is applied to debt  subordinated  to senior
debt that is assigned an actual or implied "CCC" rating.

      C The rating "C" typically is applied to debt  subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

      CI The rating  "CI" is reserved  for income  bonds on which no interest is
being paid.

      D Debt rated "D" is in payment  default.  The "D" rating  category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period has not expired,  unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

      PLUS (+) OR MINUS (-):  The ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

      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 edged." Interest payments are protected by a large or 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,  fluctuation of protective


                                      127
<PAGE>

elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat greater than the Aaa securities.

      A Bonds which are rated "A" possess many favorable  investment  attributes
and are to be  considered  as  upper-medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present which suggest a susceptibility to impairment some time in the future.

      Baa Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear adequate for the present,  but certain protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

      Ba Bonds  which are rated  "Ba" are judged to have  speculative  elements;
their future  cannot be  considered  as  well-assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate,  and thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

      B  Bonds  which  are  rated  "B"  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

      Caa Bonds which are rated "Caa" are of poor  standing.  Such issues may be
in default or there may be present  elements of danger with respect to principal
or interest.

      Ca Bonds which are rated "Ca" represent  obligations which are speculative
in a high  degree.  Such  issues  are  often in  default  or have  other  marked
shortcomings.

      C Bonds  which are  rated "C" are the  lowest  rated  class of bonds,  and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

      Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.


                                      128
<PAGE>

                                  APPENDIX B
                    DESCRIPTION OF MUNICIPAL NOTE RATINGS


STANDARD & POOR'S RATINGS GROUP
- -------------------------------

      S&P's note rating reflects the liquidity  concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note rating.
Notes maturing  beyond 3 years will most likely receive a long-term debt rating.
The following criteria will be used in making that assessment.

      - Amortization  schedule (the larger the final maturity  relative to other
maturities the more likely it will be treated as a note).

      - Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

      Note rating symbols are as follows:

      SP-1 Very strong or strong  capacity to pay principal and interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

      Moody's ratings for state and municipal notes and other  short-term  loans
are  designated   Moody's   Investment  Grade  (MIG).  This  distinction  is  in
recognition of the difference between short-term credit risk and long-term risk.

      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.


                                      129
<PAGE>

                                  APPENDIX C
                   DESCRIPTION OF COMMERCIAL PAPER RATINGS

STANDARD & POOR'S RATINGS GROUP
- -------------------------------

      S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market. Ratings are
graded  into  several  categories,  ranging  from A-1" for the  highest  quality
obligations to "D" for the lowest.

      A-1 This highest  category  indicates that the degree of safety  regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety characteristics are denoted with a plus (+) designation.

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

      Moody's  short-term debt ratings are opinions of the ability of issuers to
repay  punctually  senior debt obligations  which have an original  maturity not
exceeding  one  year.  Obligations  relying  upon  support  mechanisms  such  as
letters-of-credit and bonds of indemnity are excluded unless explicitly rated.

      PRIME-1  Issuers (or supporting  institutions)  rated Prime-1 (P-1) have a
superior  ability for  repayment  of senior  short-term  debt  obligations.  P-1
repayment   ability  will  often  be   evidenced   by  many  of  the   following
characteristics:

      -     Leading market positions in well-established industries.
      -     High rates of return on funds employed.
      -     Conservative  capitalization  structure  with moderate
            reliance on debt and ample asset protection.
      -     Broad margins in earnings  coverage of fixed financial
            charges and high internal cash generation.
      -     Well-established   access  to  a  range  of  financial
            markets and assured sources of alternate liquidity.


                                      130
<PAGE>

                                  APPENDIX D

    [The following tables are represented as graphs in the printed document.]

The following graphs and chart illustrate hypothetical returns:

                                INCREASE RETURNS

This graph shows over a period of time even a small increase in returns can make
a significant difference.  This assumes a hypothetical investment of $10,000.

       Years        10%             8%             6%             4%
       -----      -------         ------         ------         ------
          5        16,453         14,898         13,489         12,210
         10        27,070         22,196         18,194         14,908
         15        44,539         33,069         24,541         18,203
         20        73,281         49,268         33,102         22,226
         25       120,569         73,402         44,650         27,138


                               INCREASE INVESTMENT

This graph shows the more you invest on a regular basis over time,  the more you
can accumulate. this assumes  monthly installment with  a constant  hypothetical
return rate of 8%.

       Years        $100          $250           $500          $1,000
       -----       ------        -------        -------        -------
          5         7,348         18,369         36,738         73,476
         10        18,295         43,736         91,473        182,946
         15        34,604         86,509        173,019        346,038
         20        58,902        147,255        294,510        589,020
         25        95,103        237,757        475,513        951,026







                                       131
<PAGE>



    [The following table is represented as a graph in the printed document.]

This  chart  illustrates  the  time  value  of money  based  upon the  following
assumptions:

If you  invested  $2,000 each year for 20 years,  starting at 25,  assuming a 9%
investment return,  you would accumulate  $573,443 by the time you reach age 65.
However,  had you invested the same $2,000 each year for 20 years, at that rate,
but waited until age 35, you would  accumulate  only  $242,228 - a difference of
$331,215.

               25 years old ..............   573,443
               35 years old ..............   242,228
               45 years old ..............   103,320

     For each of the above  graphs and chart it should be noted that  systematic
investment  plans do not assume a profit or protect  against  loss in  declining
markets. Investors should consider their financial ability to continue purchases
through periods of both high and low price levels.  Figures are hypothetical and
for  illustrative  purposes only and do not  represent any actual  investment or
performance. The value of a shareholder's investment and return may vary.









                                      132
<PAGE>


    [The following table is represented as a chart in the printed document.]

The following  chart  illustrates  the  historical  performance of the Dow Jones
Industrial Average from 1928 through 1996.

                   1928 ..................    300.00
                   1929 ..................    248.48
                   1930 ..................    164.58
                   1931 ..................     77.90
                   1932 ..................     59.93
                   1933 ..................     99.90
                   1934 ..................    104.04
                   1935 ..................    144.13
                   1936 ..................    179.90
                   1937 ..................    120.85
                   1938 ..................    154.76
                   1939 ..................    150.24
                   1940 ..................    131.13
                   1941 ..................    110.96
                   1942 ..................    119.40
                   1943 ..................    136.20
                   1944 ..................    152.32
                   1945 ..................    192.91
                   1946 ..................    177.20
                   1947 ..................    181.16
                   1948 ..................    177.30
                   1949 ..................    200.10
                   1950 ..................    235.40
                   1951 ..................    269.22
                   1952 ..................    291.89
                   1953 ..................    280.89
                   1954 ..................    404.38
                   1955 ..................    488.39
                   1956 ..................    499.46
                   1957 ..................    435.68
                   1958 ..................    583.64
                   1959 ..................    679.35
                   1960 ..................    615.88
                   1961 ..................    731.13
                   1962 ..................    652.10
                   1963 ..................    762.94
                   1964 ..................    874.12
                   1965 ..................    969.25
                   1966 ..................    785.68
                   1967 ..................    905.10
                   1968 ..................    943.75
                   1969 ..................    800.35
                   1970 ..................    838.91
                   1971 ..................    890.19
                   1972 ..................  1,020.01
                   1973 ..................    850.85
                   1974 ..................    616.24
                   1975 ..................    858.71
                   1976 ..................  1,004.65
                   1977 ..................    831.17
                   1978 ..................    805.01
                   1979 ..................    838.74
                   1980 ..................    963.98
                   1981 ..................    875.00
                   1982 ..................  1,046.55
                   1983 ..................  1,258.64
                   1984 ..................  1,211.56
                   1985 ..................  1,546.67
                   1986 ..................  1,895.95
                   1987 ..................  1,938.80
                   1988 ..................  2,168.60
                   1989 ..................  2,753.20
                   1990 ..................  2,633.66
                   1991 ..................  3,168.83
                   1992 ..................  3,301.11
                   1993 ..................  3,754.09
                   1994 ..................  3,834.44
                   1995 ..................  5,000.00
                   1996 ..................  6,000.00

     The  performance of the Dow Jones  Industrial  Average is not indicative of
the performance of any particular investment. It does not take into account fees
and expenses  associated with purchasing mutual fund shares.  Individuals cannot
invest  directly  in any  index.  Please  note  that past  performance  does not
guarantee future results.


                                      133
<PAGE>


    [The following table is represented as a chart in the printed document.]

The following chart shows that inflation is constantly eroding the value of your
money.

                       THE EFFECTS OF INFLATION OVER TIME

                   1966 .......................  96.61836
                   1967 .......................  93.80423
                   1968 .......................  89.59334
                   1969 .......................  84.36285
                   1970 .......................  79.88906
                   1971 .......................  77.33694
                   1972 .......................  74.79395
                   1973 .......................  68.80768
                   1974 .......................  61.27131
                   1975 .......................  57.31647
                   1976 .......................  54.63915
                   1977 .......................  51.20820
                   1978 .......................  46.98000
                   1979 .......................  41.46514
                   1980 .......................  36.85790
                   1981 .......................  33.84564
                   1982 .......................  32.60659
                   1983 .......................  31.41290
                   1984 .......................  30.23378
                   1985 .......................  29.12696
                   1986 .......................  28.81005
                   1987 .......................  27.59583
                   1988 .......................  26.43279
                   1989 .......................  25.27035
                   1990 .......................  23.81748
                   1991 .......................  23.10134
                   1992 .......................  22.45028
                   1993 .......................  21.86006
                   1994 .......................  21.28536
                   1995 .......................  20.76620
                   1996 .......................  20.16135


                   1996 .......................  100.00
                   1997 .......................  103.00
                   1998 .......................  106.00
                   1999 .......................  109.00
                   2000 .......................  113.00
                   2001 .......................  116.00
                   2002 .......................  119.00
                   2003 .......................  123.00
                   2004 .......................  127.00
                   2005 .......................  130.00
                   2006 .......................  134.00
                   2007 .......................  138.00
                   2008 .......................  143.00
                   2009 .......................  147.00
                   2010 .......................  151.00
                   2011 .......................  156.00
                   2012 .......................  160.00
                   2013 .......................  165.00
                   2014 .......................  170.00
                   2015 .......................  175.00
                   2016 .......................  181.00
                   2017 .......................  186.00
                   2018 .......................  192.00
                   2019 .......................  197.00
                   2020 .......................  203.00
                   2021 .......................  209.00
                   2022 .......................  216.00
                   2023 .......................  222.00
                   2024 .......................  229.00
                   2025 .......................  236.00
                   2026 .......................  243.00

Inflation erodes your buying power.  $100 in 1966, could purchase five times the
goods and service as in 1996 ($100 vs. $20).* Projecting  inflation at 3%, goods
and services costing $100 today will cost $243 in the year 2026.

* Source: Consumer Price Index, U.S. Bureau of Labor Statistics.



                                      134
<PAGE>


    [The following tables are represented as graphs in the printed document.]

This chart illustrates that  historically,  the longer you hold onto stocks, the
greater chance that you will have a positive return.

                               1926 through 1996*

                               Total           Number of       Percentage of
                             Number of         Positive           Positive
   Rolling Period             Periods           Periods           Periods
   --------------             -------           -------           -------
     1-Year                      71                51                72%
     5-Year                      67                60                90%
     10-Year                     62                60                97%
     15-Year                     57                57               100%
     20-Year                     52                52               100%


The following  chart shows the compounded  annual return of large company stocks
compared  to U.S.  Treasury  Bills and  inflation  over the most  recent 15 year
period. **

                    Compound Annual Return from 1982 -- 1996*

                    Inflation .....................   3.55
                    U.S. Treasury Bills ...........   6.50
                    Large Company Stocks ..........  16.79


The following chart  illustrates  for the period shown that long-term  corporate
bonds have outpaced U.S. Treasury Bills and inflation.

                    Compound Annual Return from 1982 -- 1996*

                    Inflation .....................   3.55
                    U.S. Treasury Bills ...........   6.50
                    Long-Term Corp. bonds .........  13.66


*    Source: Used with permission. (c)1997 Ibbotson Associates, Inc. All rights
     reserved.  [Certain  provisions of this work were derived from  copyrighted
     works of Roger G. Ibbotson and Rex Sinquefield.]

**   Please note that U.S.  Treasury  bills are  guaranteed  as to principal and
     interest  payments  (although the funds that invest in them are not), while
     stocks will  fluctuate in share price.  Although  past  performance  cannot
     guarantee future results,  returns of U.S. Treasury bills historically have
     not outpaced inflation by as great a margin as stocks.


                                      135
<PAGE>

The accompanying  table  illustrates  that if you are in the 36% tax bracket,  a
tax-free  yield of 3% is actually  equivalent  to a taxable  investment  earning
4.69%.

                          Your Taxable Equivalent Yield

                                        Your Federal Tax Bracket
                           ---------------------------------------------

                           28.0%        31.0%       36.0%       39.6%
  your tax-free yield
          3.00%             4.17%        4.35%       4.69%       4.97%
          3.50%             4.86%        5.07%       5.47%       5.79%
          4.00%             5.56%        5.80%       6.25%       6.62%
          4.50%             6.25%        6.52%       7.03%       7.45%
          5.00%             6.94%        7.25%       7.81%       8.25%
          5.50%             7.64%        7.97%       8.59%       9.11%


This information is general in nature and should not be construed as tax advice.
Please  consult a tax or financial  adviser as to how this  information  affects
your particular circumstances.








                                      136
<PAGE>

    [The following table is represented as a graph in the printed document.]


The  following  graph  illustrates  how income has affected the gains from stock
investments since 1965.


          S&P 500 Dividends Reinvested            S&P 500 Principal Only

12/31/64                        10,000                            10,000
12/31/65                        11,269                            10,906
12/31/66                        10,115                             9,478
12/31/67                        12,550                            11,383
12/31/68                        13,948                            12,255
12/31/69                        12,795                            10,863
12/31/70                        13,299                            10,873
12/31/71                        15,200                            12,046
12/31/72                        18,088                            13,929
12/31/73                        15,431                            11,510
12/31/74                        11,346                             8,090
12/31/75                        15,570                            10,642
12/31/76                        19,296                            12,680
12/31/77                        17,915                            11,221
12/31/78                        19,092                            11,340
12/31/79                        22,645                            12,736
12/31/80                        30,004                            16,019
12/31/81                        28,528                            14,460
12/31/82                        34,674                            16,595
12/31/83                        42,496                            19,461
12/31/84                        45,161                            19,733
12/31/85                        59,489                            24,930
12/31/86                        70,594                            28,575
12/31/87                        74,301                            29,154
12/31/88                        86,641                            32,769
12/31/89                       114,093                            41,699
12/31/90                       110,549                            38,964
12/31/91                       144,230                            49,214
12/31/92                       155,218                            51,411
12/31/93                       170,863                            55,039
12/31/94                       173,120                            54,191
12/31/95                       238,175                            72,676
12/31/96                       292,863                            87,403
11/30/97                       383,977                           112,732


Source:  First  Investors  Management  Company,  Inc.  Standard  &  Poor's  is a
registered  trademark.  The S&P 500 is an unmanaged index  comprising 500 common
stocks spread  across a variety of  industries.  The total  returns  represented
above  compare the impact of  reinvestment  of dividends  and  illustrates  past
performance of the index.  The performance of any index is not indicative of the
performance  of a  particular  investment  and does not take  into  account  the
effects of inflation or the fees and expenses  associated with purchasing mutual
fund shares. Individuals cannot invest directly in any index. Mutual fund shares
will fluctuate in value,  therefore,  the value of your original  investment and
your return may vary.  Moreover,  past  performance  is no  guarantee  of future
results.




                                      137
<PAGE>





                              Financial Statements
                             as of December 31, 1998















                                      138
<PAGE>


                             FINANCIAL STATEMENTS

                           AS OF DECEMBER 31, 1998


First  Investors  Insured  Tax  Exempt  Fund,  Inc.  (2-57473)  incorporates  by
reference the financial  statements and report of independent auditors contained
in the Annual Report to shareholders for the fiscal year ended December 31, 1998
electronically  filed with the  Commission  on  ________,  __,  1999  (Accession
Number: 0000928816-99-0000__).

First Investors  Series Fund (33-25623)  incorporates by reference the financial
statements and report of independent  auditors contained in the Annual Report to
shareholders  for the fiscal year ended December 31, 1998  electronically  filed
with the Commission on _____________, (Accession Number: 000104789-99-00__).

First Investors New York Insured Tax Free Fund, Inc.  (2-86489)  incorporates by
reference the financial  statements and report of independent auditors contained
in the Annual Report to shareholders for the fiscal year ended December 31, 1998
electronically  filed  with the  Commission  on  ____________,  1999  (Accession
Number: 0000928816-99-0000__).

First  Investors  Multi-State  Insured Tax Free Fund (33-4077)  incorporates  by
reference the financial  statements and report of independent auditors contained
in the Annual Report to shareholders for the fiscal year ended December 31, 1998
electronically  filed with the  Commission  on  _____________,  1999  (Accession
Number: 0000928816-99-0000__).


                                      139
<PAGE>

FIRST INVESTORS LOGO

Shareholder Manual


A Guide to Your
First Investors
Mutual Fund Account

as of February 19, 1999

<PAGE>


INTRODUCTION

Investing in mutual funds doesn't have to be complicated.  In addition to a wide
variety of mutual funds,  First  Investors  offers  personalized  service.  Your
registered  representative  is available to answer your  questions  and help you
process  your  transactions.  In the  event you wish to  process  a  transaction
directly,  the material provided in this  easy-to-follow  guide tells you how to
contact us and explains our policies and procedures.  Please note that there are
special rules for money market funds. Please read this manual completely to gain
a  better  understanding  of  how  shares  are  bought,  sold,  exchanged,   and
transferred.  In addition,  the manual  provides you with a  description  of the
services we offer to  simplify  investing.  The  services,  privileges  and fees
referenced in this manual are subject to change. You should call our Shareholder
Services Department at 1 (800) 423-4026 before initiating any transaction.  This
manual  must be  preceded  or  accompanied  by a  First  Investors  mutual  fund
prospectus. For more complete information on any First Investors Fund, including
charges and expenses,  refer to the  prospectus.  Read the prospectus  carefully
before you invest or send money.



                              Principal Underwriter
                           First Investors Corporation
                                 95 Wall Street
                               New York, NY 10005
                                 Transfer Agent
                               Administrative Data
                                Management Corp.
                                 581 Main Street
                              Woodbridge, NJ 07095
                                 1-800-423-4026
<PAGE>


TABLE OF CONTENTS

HOW TO BUY SHARES

To Open An Account .........................................................  5
To Open a Retirement Account ...............................................  6
Minimum Initial Investment .................................................  6
Additional Investments .....................................................  6
Acceptable Forms of Payment ................................................  6
Share Classes ..............................................................  6
Share Class Specification ..................................................  7
Class A Shares .............................................................  7
Sales Charge Waivers & REductions on Class A Shares ........................  7
Class B Shares .............................................................  9
How To Pay ................................................................. 10
Wire Transfers ............................................................. 11
Distribution Cross-Investment .............................................. 12

HOW TO SELL SHARES
REDEMPTION OPTIONS ......................................................... 13
Written Redemptions ........................................................ 13
Telephone Redemptions ...................................................... 13
Electronic Funds Transfer .................................................. 13
Systematic Withdrawal Plans ................................................ 14
Expedited Wire Redemptions ................................................. 14

HOW TO EXCHANGE SHARES
Exchange Methods ........................................................... 15
Exchange Conditions ........................................................ 16
Exchanging Funds With.
Automatic Investments or
Systematic Withdrawals ..................................................... 16


WHEN AND HOW ARE FUND SHARES PRICED? ....................................... 17

HOW ARE PURCHASE, REDEMPTION, AND EXCHANGE ORDERS PROCESSED AND PRICED? .... 17
Purchases .................................................................. 17
Redemptions ................................................................ 18
Exchanges .................................................................. 18
Orders Placed Via First Investors Registered Representatives ............... 18
Special Rules for Money Market Funds ....................................... 19

SPECIAL RULES FOR MONEY MARKET ACCOUNTS .................................... 18

RIGHT TO REJECT PURCHASE OR EXCHANGE ORDERS ................................ 19

SIGNATURE GUARANTEE ARE REQUIRED............................................ 19

TELEPHONE SERVICES TELEPHONE EXCHANGES AND REDEMPTIONS ..................... 20
Security MEasures .......................................................... 20
Eligibility ................................................................ 20

NON-RETIREMENT ACCOUNTS .................................................... 20

RETIREMENT ACCOUNTS ........................................................ 20

Shareholder Services ....................................................... 21

OTHER SERVICES ............................................................. 22
Reinvestment Privilege ..................................................... 22
Certificate Shares ......................................................... 22
Money Market Fund Draft Checks ............................................. 22
Return Mail ................................................................ 23
Transferring Shares ........................................................ 23

ACCOUNT STATEMENTS
Transaction Confirmation Statements ........................................ 24
Master Account Statements .................................................. 24
Annual and Semi-Annual Reports ............................................. 24

DIVIDENDS AND DISTRIBUTIONS
Dividends and Distributions ................................................ 25
Buying a Dividend .......................................................... 25

TAX FORMS .................................................................. 26


                                       4
<PAGE>
                                       

HOW TO BUY SHARES

First Investors offers a wide variety of mutual funds to meet your financial
needs ("FI Funds"). Your First Investors registered representative will review
your financial objectives and risk tolerance, explain our product line and
services, and help you select the right investments. Call our Shareholder
Services Department at 1 (800) 423-4026 for the number of the First Investors
office near you or visit us on-line at www.firstinvestors.com

o TO OPEN AN ACCOUNT 
Before investing, you must establish an account with your broker/dealer. At
First Investors Corporation ("FI") you do this by completing and signing a
Master Account Agreement ("MAA"). After you determine the fund(s) you want to
purchase, deliver your completed MAA and your check, made payable to First
Investors Corporation, to your registered representative. New client accounts
must be established through your registered representative. You need to tell us
how you want your shares registered when you open a new Fund account. Please
keep the following information in mind:

- -JOINT ACCOUNTS. For any account with two or more owners, all owners must sign
requests to process transactions. Telephone privileges allow any one of the
owners to process transactions independently.

- -GIFTS AND TRANSFERS TO MINORS. Custodial accounts for a minor may be
established under your state's Uniform Gifts/Transfers to Minors Act. Custodial
accounts are registered under the minor's social security number.

TRUSTS. A trust account may be opened only if you have a valid written trust
document.

- -TRANSFER ON DEATH (TOD). TOD registrations, available on all FI Funds in all
states, allow individual and joint account owners to name one or more
beneficiaries. The ownership of the account automatically passes to the named
beneficiaries in the event of the death of all account owners.

- -DIVIDENDS AND CAPITAL GAINS. Fund distributions will be automatically
reinvested in your account unless you request otherwise.





_______________________________________________________________________________
SOME REGISTRATIONS REQUIRE ADDITIONAL PAPERWORK.
_______________________________________________________________________________ 
TYPE OF ACCOUNT          ADDITIONAL DOCUMENTS REQUIRED

Corporations
Partnership
& Trusts                 First Investors Certificate of Authority

Transfer On Death        First Investors TOD Registration Request Form
(TOD)

Estates                  Original or Certified Copy of Death Certificate
                         Certified Copy of Letters Testamentary/Administration
                         First Investors Executor's Certification & 
                         Indemnification Form

Conservatorships         Copy of court document appointing Conservator/Guardian
& Guardianships
_______________________________________________________________________________


                                       5
<PAGE>

oTO OPEN A RETIREMENT ACCOUNT

Fund shares may be purchased for your  retirement  account by completing the MAA
and  the  appropriate  retirement  plan  application.   First  Investors  offers
retirement  plans for both  individuals  and  employers  as follows:

INDIVIDUAL RETIREMENT ACCOUNTS
including Roth, Traditional, and Rollover IRAs.

SIMPLE IRAS offered by employers.

SEP-IRAS (SIMPLIFIED EMPLOYEE PENSION PLANS) for small business owners or people
with income from self-employment, including SARSEP IRAs. 

403(B)(7) accounts for employees of eligible tax-exempt organizations such as
schools, hospitals and charitable organizations.

401(K) plans for employers.

MONEY PURCHASE PENSION & PROFIT SHARING plans for sole proprietors. 

For more information about these plans call your registered representative or
our Shareholder Services Department at 1 (800) 423-4026.

oMINIMUM INITIAL INVESTMENT

You can  open a  non-retirement  account  with a check  made  payable  to  First
Investors Corporation for as little as $1,000. The minimum is waived if you open
an account through one of our Automatic  Investment  Programs (see "How to Pay")
or through a full exchange from another FI Fund. You can open a First  Investors
Traditional  IRA or  Roth  IRA  with as  little  as $500  (except  for the  Cash
Management Fund which requires a $1,000  investment).  Other retirement accounts
may  have  lower  initial  investment  requirements  at the  Fund's  discretion.

oADDITIONAL INVESTMENTS

Once you have established an account, you can add to it through your registered
representative or by sending us a check directly. There is no minimum
requirement on additional purchases into existing fund accounts. Remember to
include your FI Fund account number on your check made payable to First
Investors Corporation. Mail checks to: First Investors Corporation Attn: Dept.
Cp 581 Main Street Woodbridge, NJ 07095-1198

oACCEPTABLE FORMS OF PAYMENT

The following forms of payment are acceptable:

- -checks made payable to First Investors Corporation 
- -Money Line electronic funds transfers 
- -federal funds wire transfers For your protection, never give your registered
representative cash or a check made payable to your registered representative.

We do not accept:
- -Third party checks 

- -Traveler's checks 

- -Checks drawn on non-US banks 

- -Money orders 

- -Cash

oSHARE CLASSES

All FI Funds are available in Class A and Class B shares. Direct purchases into
Class B share money market accounts are not accepted. Class B money market fund
shares may only be acquired through an exchange from another Class B share
account or through Class B share dividend cross-reinvestment. 

Each class of shares has its own cost structure. As a result, different classes



                                       6
<PAGE>



of shares in the same fund generally have different prices. Class A shares have
a front-end sales charge. Class B shares have a contingent deferred sales charge
("CDSC"). While both classes have a Rule 12b-1 fee, the fee on Class B shares is
generally higher. The principal advantages of Class A shares are that they have
lower overall expenses, the availability of quantity discounts on sales charges,
and certain account privileges that are not offered on Class B shares. The
principal advantage of Class B shares is that all your money is put to work from
the outset. Your registered representative can help you decide which class of
shares is best for you.

oSHARE CLASS SPECIFICATION

It's very important to specify which class of shares you wish to purchase when
you open a new account. All First Investors account applications have a place to
designate your preference. If you do not specify which class of shares you want
to purchase, Class A shares will automatically be purchased.

oCLASS A SHARES

When you buy Class A shares, you pay the offering price - the net asset value of
the fund plus a front-end sales charge. The front-end sales charge declines with
larger investments.


_______________________________________________________________________________
    CLASS A SALES CHARGES
_______________________________________________________________________________
As a % OF AS a % of your 
Investment               offering price          investment 
up to $24,999                6.25%                  6.67% 
$25,000 - $49,999            5.75%                  6.10% 
$50,000 - $99,999            5.50%                  5.82% 
$100,000 - $249,999          4.50%                  4.71%
$250,000 - $499,999          3.50%                  3.63% 
$500,000 - $999,999          2.50%                  2.56%

Investments of $1 million or more will only be made in Class A shares at the
Fund's net asset value. 

Generally, you should consider purchasing Class A shares if you plan to invest
$250,000 or more either initially or over time.
_______________________________________________________________________________
_______________________________________________________________________________

oSALES CHARGE WAIVERS & REDUCTIONS ON CLASS A SHARES

If you qualify for one of the sales  charge  reductions  or waivers,  it is very
important  to let us know at the time you place  your  order.  Include a written
statement with your check  explaining  which  privilege  applies.  If you do not
include this  statement we cannot  guarantee that you will receive the reduction
or waiver.

CLASS A SHARES MAY BE PURCHASED WITHOUT A SALES CHARGE:

1: By an officer, trustee, director, or employee of the Fund, the Fund's adviser
or subadviser, First Investors Corporation, or any affiliates of First Investors
Corporation. 

2: By a former officer, trustee, director, or employee of the Fund,
First Investors Corporation,  or their affiliates provided the person worked for
the company for at least 5 years and retired or  terminated  employment  in good
standing.


                                       7
<PAGE>



3: By a FI registered representative or an authorized dealer, or by his/her
spouse, child (under age 21) or grandchild (under age 21).

4: When fund  distributions are reinvested in Class A shares. 

5: When Systematic Withdrawal  Plan payments are  reinvested in Class A shares.

6: When qualified retirement plan loan repayments are reinvested in Class A
shares.

7: With the liquidation proceeds from a First Investors Life Variable Annuity
Fund A, C, or D contract within one year of the contract's maturity date.

8:When dividends (at least $50 a year) from a First Investors Life Insurance
Company policy are invested into an EXISTING account. 

9: When a group qualified plan (401(k) plans, money purchase pension plans,
profit sharing plans and 403(b) plans that are subject to Title I of ERISA) is
reinvesting redemption proceeds from another fund on which a sales charge or
CDSC was paid. 

10: With distribution proceeds from a First Investors group qualified plan
account into an IRA. 

11: By participant directed group qualified plans with 100 or more eligible
employees or $1,000,000 or more in assets. 

12: In amounts of $1 million or more. 

13: By individuals under a Letter of Intent or Cumulative Purchase Privilege of
$1 million or more. 

FOR ITEMS 9 THROUGH 13 ABOVE: A CDSC OF 1.00% WILL BE
DEDUCTED IF SHARES ARE REDEEMED WITHIN 2 YEARS OF PURCHASE. 

SALES CHARGES ON CLASS A SHARES MAY BE REDUCED FOR: 

1: Participant directed group qualified retirement plans with 99 or fewer
eligible employees. The initial sales charge is reduced to 3.00% of the offering
price. 

2: Certain unit trust holders ("unitholders") who elect to invest the entire
amount of principal, interest, and/or capital gains distributions from their
unit investment trusts in Class A shares. Unitholders of various series of New
York Insured Municipals-Income Trust sponsored by Van Kampen Merrit, Inc.,
unitholders of various series of the Multistate Tax Exempt trust sponsored by
Advest Inc., and unitholders of various series of the Insured Municipal Insured
National Trust, J.C. Bradford & Co. as agent, may buy Class A shares of a FI
Fund with unit trust distributions at the net asset value plus a sales charge of
1.5%. Unitholders of various tax-exempt trusts, other than the New York Trust,
sponsored by Van Kampen Merritt Inc. may buy Class A shares of a FI Fund at the
net asset value plus a sales charge of 1.0%.

Unitholders may make additional purchases, other than those made by unit trust
distributions, at the Fund's regular offering price. 

CUMULATIVE PURCHASE PRIVILEGE The Cumulative Purchase Privilege lets you add the
value of all your existing FI Fund accounts (Class A and Class B shares) to the
amount of your next Class A share investment to reach sales charge discount
breakpoints. For example, if the combined value of your existing FI Fund
accounts is $25,000, your next purchase will be eligible for a sales charge
discount at the $25,000 level. Cumulative Purchase discounts are applied to
purchases as indicated in the first column of the Class A Sales Charge table.

All your accounts registered with the same social security number will be linked
together under the Cumulative Purchase Privilege. In addition, your spouse's
accounts and custodial accounts held for minor children residing at your home
can also be linked to your accounts upon request.

                                       8
<PAGE>

- -Conservator accounts are linked to the social security number of the ward, not
the conservator.

- -Sole proprietorship accounts are linked to personal/family accounts only if the
account is registered with a social security number, not an employer
identification number ("EIN").

- -Testamentary trusts and living trusts may be linked to other accounts
registered under the same trust EIN, but not to the personal accounts of the
trustee(s).

- -Estate accounts may only be linked to other accounts registered under the same
EIN of the estate or social security number of the decedent. 

- -Church and religious organizations may link accounts to others registered with
the same EIN but not to the personal accounts of any member.

LETTER OF INTENT

A Letter of Intent ("LOI") lets you purchase at a discounted sales charge level
even though you do not yet have sufficient investments to qualify for that
discount level. An LOI is a commitment by you to invest a specified dollar
amount during a 13-month period. The amount you agree to invest determines the
sales charge you pay. Under an LOI, you can reduce the initial sales charge on
Class A share purchases based on the total amount you agree to invest in both
Class A and Class B shares during the 13 month period. Purchases made up to 90
days before the date of the LOI may be included. 

Your LOI can be amended in two ways. First, you may file an amended LOI to raise
or lower the LOI amount during the 13 month period. Second, your LOI will be
automatically amended if you invest more than your LOI amount during the
13-month period and qualify for an additional sales charge reduction.

By purchasing under an LOI, you acknowledge and agree to the following: 

- -You authorize First Investors to reserve 5% of your total intended investment
in shares held in escrow in your name until the LOI is completed.

- -First Investors is authorized to sell any or all of the escrow shares to
satisfy any additional sales charges owed in the event you do not fulfill the
LOI.

- -Although you may exchange all your shares, you may not sell the reserve shares
held in escrow until you fulfill the LOI or pay the higher sales charge.

oCLASS B SHARES

Class B shares are sold without an initial sales charge, putting all your money
to work for you immediately. If you redeem Class B shares within 6 years of
purchase, a CDSC will be imposed. The CDSC declines from 4% to 0% over a 6-year
period, as shown in the chart below. Class B share money market fund shares are
not sold directly. They can only be acquired through an exchange from another
Class B fund account. Class B shares, and the dividend and distribution shares
they earn, automatically convert to Class A shares after 8 years, reducing
future annual expenses.

Generally, you should consider purchasing Class B shares if you intend to invest
less than $250,000 and you would rather pay higher ongoing expenses than an
initial sales charge. 


                             CLASS B SALES CHARGES

        THE CDSC DECLINES OVER TIME AS SHOWN IN THE TABLE BELOW:
     ________________________________________________________________
        Year   1      2      3      4       5      6      7+
     ________________________________________________________________
        CDSC   4%     4%     3%     3%      2%     1%     0%
     ________________________________________________________________


                                       9
<PAGE>


If shares redeemed are subject to a CDSC, the CDSC will be based on the lesser
of the original purchase price or redemption price. There is no CDSC on shares
acquired through dividend and capital gains reinvestment. We call these "free
shares."

Anytime you sell shares, your shares will be redeemed in the following manner to
ensure that you pay the lowest possible CDSC:

FIRST-Class B shares representing dividends and capital gains that are not
subject to a CDSC.

SECOND-Class B shares held more than six years which are not subject to a CDSC.

THIRD-Class B shares held longest which will result in the lowest CDSC.

For purposes of calculating the CDSC, all purchases made during the calendar
month are deemed to have been made on the first business day of the month at the
average cost of the shares purchased during that period.

SALES CHARGE WAIVERS ON CLASS B SHARES

The CDSC on Class B shares does not apply to:

1: Appreciation on redeemed shares above their original purchase price.

2: Redemptions due to death or disability (as defined in section 72(m)(7) of the
Internal Revenue Code) requested within one year of death. Additional
documentation is required.

3: Distributions from employee benefit plans due to termination or plan
transfer.

4: Redemptions to remove an excess contribution from an IRA or qualified
retirement plan.

5: Distributions upon reaching required minimum age 70 1/2 provided you have
held the shares for at least three years.

6: Annual redemptions of up to 8% of your account's value redeemed by a
Systematic Withdrawal Plan. Free shares not subject to a CDSC will be redeemed
first and will count towards the 8% limit.

7: Shares redeemed from advisory accounts managed by or held by the Fund's
investment advisor or any of its affiliates.

8: Tax-free returns of excess contributions from employee benefit plans.

9: Redemptions of non-retirement shares purchased with proceeds from the sale of
shares of another fund group between April 29, 1996 and June 30, 1996 that did
not pay a sales charge (other than money market fund accounts or retirement plan
accounts).

10: Redemptions by the Fund when the account falls below the minimum.

11:  Redemptions  to pay  account  fees.  

Include a written statement with your redemption request explaining which
exemption applies. If you do not include this statement we cannot guarantee that
you will receive the waiver. 

oHOW TO PAY

You can invest using one or more of the
following options: 

- -CHECK: 
You can buy shares by writing a check payable to
First Investors Corporation. If you are opening a new fund account, your check
must meet the fund minimum. When making purchases to an existing account,
remember to include your fund account number on your check. 

- -AUTOMATIC INVESTMENT PROGRAMS: 

We offer several automatic investment programs to simplify
investing.

- -MONEY LINE:

With our Money Line program, you can open an account with as little as $50 a
month or $600 each year in a FI Fund account by transferring funds
electronically from your bank account. You can invest up to $10,000 a month
through Money Line.


                                       10
<PAGE>



Money Line allows you to select the payment  amount and  frequency  that is best
for you. You can make automatic investments  bi-weekly,  semi-monthly,  monthly,
quarterly,  semi-annually,  or annually.  The date you select as your Money Line
investment date is the date on which shares will be purchased. THE PROCEEDS MUST
BE  AVAILABLE IN YOUR BANK  ACCOUNT TWO  BUSINESS  DAYS PRIOR TO THE  INVESTMENT
DATE.

HOW TO APPLY:

1: Complete the Electronic Funds Transfer ("EFT") section of the application to
provide complete bank information and authorize EFT fund share purchases. Attach
a voided check. A signature guarantee of all shareholders and bank account
owners is required.

PLEASE ALLOW AT LEAST 10 BUSINESS DAYS FOR INITIAL PROCESSING.

2: Complete the Money Line section of the application to specify the amount,
frequency and date of the investment.

3: Submit the paperwork to your registered representative or send it to:
ADMINISTRATIVE DATA MANAGEMENT CORP., ATTN: CONTROL DEPT., 581 MAIN STREET,
WOODBRIDGE, NJ 07095-1198.

HOW TO CHANGE: 

Provided you have telephone privileges, you may call Shareholder Services at 1
(800) 423-4026 to:

- -Increase the payment up to $999.99.

- -Decrease the payment. 

- -Discontinue the service.

To change investment amounts, reallocate or cancel Money Line, you must notify
us at least 3 business days prior to the investment date.

You must send a signature guaranteed written request to Administrative Data
Management Corp. to:

- -Increase the payment to $1,000 or more.

- -Change bank information.

A medallion signature guarantee (see Signature Guarantee Policy) is required to
increase a Money Line payment to $2,500 or more. Changing banks or bank account
numbers requires 10 days notice. Money Line service will be suspended upon
notification that all account owners are deceased.

AUTOMATIC PAYROLL INVESTMENT: With our Automatic Payroll Investment service
("API") you can systematically purchase shares by salary reduction. To
participate, your employer must offer direct deposit and permit you to
electronically transfer a portion of your salary. Contact your company payroll
department to authorize the salary reductions. If not available, you may
consider our Money Line program.

Shares purchased through API are bought at the offering price on the day the
electronic transfer is received by the Fund.

HOW TO APPLY: 

1: Complete an API Application. 

2: Complete an API
Authorization Form. 

3: Submit the paperwork to your registered representative or send it to:
ADMINISTRATIVE DATA MANAGEMENT CORP., ATTN: CONTROL DEPT., 581 MAIN STREET,
WOODBRIDGE, NJ 07095-1198.

oWire Transfers:

You may purchase shares via a federal funds wire transfer from your bank account
into your EXISTING First Investors account. Federal fund wire transfer proceeds
are not subject to a holding period and are available to you immediately upon
receipt, as long as we have been notified properly.

YOU MUST CALL US AT 1 (800)  423-4026 TO ADVISE US OF AN INCOMING  FEDERAL FUNDS
WIRE and provide us with the federal  funds wire transfer  confirmation  number,
the amount of the wire,  and the fund account number to receive same day credit.

                                       11
<PAGE>



There are special rules for money market fund accounts. To wire federal funds to
an existing First Investors account (other than money markets), instruct your
bank to wire your investment to: FIRST FINANCIAL SAVINGS BANK, S.L.A. ABA #
221272604 ACCOUNT # 0306142 YOUR NAME YOUR FIRST INVESTORS FUND ACCOUNT#

oDISTRIBUTION CROSS-INVESTMENT:

You can invest the dividends and capital gains from one fund account, excluding
the money market funds, into another fund account in the same class of shares.
The shares will be purchased at the net asset value on the day after the record
date of the distribution.

- -You must invest at least $50 a month or $600 a year into a NEW account.

- -A signature guarantee is required if the ownership on both accounts is not
identical. 

You may establish a Distribution Cross-Investment service by contacting your
registered representative or calling Shareholder Services at 1 (800) 423-4026.

oSYSTEMATIC WITHDRAWAL PLAN PAYMENT INVESTMENTS: 

You can invest Systematic Withdrawal Plan payments (see How to Sell Shares) from
one fund account in shares of another fund account.

- -Payments are invested without a sales charge.

- -A signature guarantee is required if the ownership on both accounts is not
identical.

- -Both accounts must be in the same class of shares.

- -You must invest at least $600 a year if into a new  account.  

- -You can invest on a monthly, quarterly, semi-annual, or annual basis.

Redemptions are suspended upon notification that all account owners are
deceased. Service will recommence upon receipt of written alternative payment
instructions and other required documents from the decedent's legal
representative.

HOW TO SELL SHARES

You can sell your shares on any day the New York Stock Exchange is open for
regular trading. In the mutual fund industry, a sale is referred to as a
"redemption." Redemption proceeds are generally mailed within three days. If the
shares being redeemed were purchased by check, payment may be delayed to verify
that the check has been honored, which may take up to 15 days from the date of
purchase. Shareholders may not redeem shares by telephone or electronic funds
transfer unless the shares have been owned for at least 15 days.

Redemptions of shares are not subject to the 15 day verification period if the
shares were purchased via:

- -Automatic  Payroll  Investment 

- -FIC registered representative payroll checks -First Investors Life Insurance
Company checks

- -Federal funds wire payments 

                                       12
<PAGE>


oREDEMPTION OPTIONS

For trusts, estates, attorneys-in-fact, corporations, partnerships, and other
entities, additional documents are required to redeem shares. Call Shareholder
Services at 1 (800) 423-4026 for more information.

WRITTEN REDEMPTIONS

You can write a letter of instruction or contact your First Investors registered
representative for a liquidation request form. A written liquidation request in
good order must include:

1:  The name of the fund;

2:  Your account number;

3: The dollar amount, number of shares or percentage of the account you want to
redeem;

4: Share certificates (if they were issued to you);

5: Original signatures of all owners exactly as your account is registered;

6:  Signature
guarantees, if required (see Signature Guarantee Policy).

Written redemption requests should be mailed to:

ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198

TELEPHONE REDEMPTIONS

You, or any person we believe is authorized to act on your behalf, may redeem
shares which have been owned for at least 15 days by calling our Special
Services Department at 1 (800) 342-6221 from 9:00 a.m. to 5:00 p.m., EST,
provided:

- -Telephone privileges are available for your account registration (see Telephone
Privileges);

- -You have telephone privileges (see Telephone Privileges);

- -You do not hold share certificates (issued shares);

- -The redemption check is made payable to the registered owner(s) or
pre-designated bank; 

- -The redemption check is mailed to your address of record;

- -Your address of record has not changed within the past 60 days;

- -The redemption amount is $50,000 or less; AND -The redemption amount, combined
with the amount of all telephone redemptions made within the previous 30 days
does not exceed $100,000.

ELECTRONIC FUNDS TRANSFER 

The Electronic Funds Transfer ("EFT") service allows you to redeem shares and
electronically transfer proceeds to your bank account.

YOU MUST ENROLL IN THE ELECTRONIC FUNDS TRANSFER SERVICE AND PROVIDE COMPLETE
BANK ACCOUNT INFORMATION BEFORE USING THE PRIVILEGE. Signature guarantees of all
shareholders and all bank account owners are required. Please allow at least 10
business days for initial processing. We will send any proceeds during the
processing period to your address of record. Call your registered representative
or Shareholder Services at 1 (800) 423-4026 for an application.

You may call Shareholder Services or send written instructions to Administrative
Data Management Corp. to request an EFT redemption of shares which are held at
least 15 days. Each EFT redemption:

1: Must be electronically transferred to your pre-designated bank account;

2: Must be at least $500;

3: Cannot exceed $50,000;

4: Cannot exceed $100,000 when added to the total amount of all EFT
redemptions made within the previous 30 days.


                                       13
<PAGE>


If your redemption does not qualify for an EFT redemption, you may request to
have the redemption proceeds mailed to you.

The Electronic Funds Transfer service may also be used to purchase shares (see
Money Line) and transfer systematic withdrawal payments (see Systematic
Withdrawal Plans) and dividend distributions (see Other Services) to your bank
account.

SYSTEMATIC WITHDRAWAL PLANS

Our Systematic Withdrawal Plan allows you to redeem a specific dollar amount or
percentage from your account on a regular basis. Your payments can be mailed to
you or a pre-authorized payee by check, transferred to your bank account
electronically (if you have enrolled in the EFT service) or invested in shares
of another FI fund in the same class of shares through our Systematic Withdrawal
Plan Payment investment service (see How to Buy Shares).

You can receive payments on a monthly, quarterly, semi-annual, or annual basis.
Your account must have a value of at least $5,000 in non-certificated shares
("unissued shares"). The $5,000 minimum account balance is waived for required
minimum distributions from retirement plan accounts. The minimum Systematic
Withdrawal Plan payment is $25 (waived for Required Minimum Distributions on
retirement accounts or FIL premium payments).

Once you establish the Systematic Withdrawal Plan, you should not make
additional investments into this account (except money market funds). Buying
shares during the same period as you are selling shares is not advantageous to
you because of sales charges.

If you own Class B shares, you may establish a Systematic Withdrawal Plan and
redeem up to 8% of the value of your account annually without a CDSC.

If you own Class B shares of a retirement account and you are receiving your
Required Minimum Distribution through a Systematic Withdrawal Plan, up to 8% of
the value of your account may be redeemed annually without a CDSC. However, if
your Required Minimum Distribution exceeds the 8% limit, the applicable CDSC
will be charged if the additional shares were held less than 3 years and you
have not reached age 70-1/2.
 
To establish a Systematic Withdrawal Plan, complete the appropriate section of
the account application or contact your registered representative or call
Shareholder Services at 1 (800) 423-4026.

oEXPEDITED WIRE  REDEMPTIONS  (MONEY MARKET FUNDS ONLY)

Enroll in our Expedited Redemption service to wire proceeds from your FI money
market account to your bank account. Call Shareholder Services at 1 (800)
423-4026 for an application or to discuss specific requirements.

- -Each wire under $5,000 is subject to a $10 fee. -Six wires of $5,000 or more
are permitted without charge each month. Each additional wire is $10.00.

- -Wires must be directed to your pre-authorized bank account.



                                       14
<PAGE>



HOW TO EXCHANGE SHARES

The exchange privilege gives you the flexibility to change investments as your
goals change without incurring a sales charge. Since an exchange is a redemption
and a purchase, it creates a gain or loss which is reportable for tax purposes.
You should consult your tax advisor before requesting an exchange. Read the
prospectus of the FI Fund you are purchasing carefully. Review the differences
in objectives, policies, risk, privileges and restrictions.

<TABLE>
<CAPTION>
______________________________________________________________________________
EXCHANGE METHODS
_______________________________________________________________________________

METHOD                       STEPS TO FOLLOW
<S>                          <C>

Through Your FI
Registered Representative    Call your registered representative.
___________________________________________________________________________________
By Phone                     Call Special Services from 9:00 a.m. to 5:00 p.m., EST
(800) 342-6221               Orders  received after the close of the New York Stock
Exchange, usually 4:00       p.m., est, are processed the following business day.

                             1.You must have telephone privileges
                            (see Telephone Transactions)

                             2.Certificate shares cannot be exchanged by phone.

                             3.For trusts, estates, attorneys-in-fact, corporations,
                             partnerships, and other entities, additional documents
                             are required.
____________________________________________________________________________________
By Mail to:                  1.Send us written instructions signed by all account
ADM                          exactly as the account is registered.
owners                       2. Include your fund account number.
ATTN: EXCHANGE DEPT.         3. Indicate either the dollar amount, number of shares
581 MAIN STREET              or percent of the account you want to exchange.
WOODBRIDGE, NJ 07095-119     4. Specify the existing account number or the name of
                             the new Fund you are exchanging into.

                             5. Include any outstanding share certificates for the
                             shares you want to exchange.

                             6. For trusts, estates, attorneys-in-fact, corporations,
                             partnerships, and other entities, additional documents
                             are required. Call Shareholder Services at 1 (800)
                             423-4026.
____________________________________________________________________________________
</TABLE>



                                       15
<PAGE>



oEXCHANGE CONDITIONS

1: You may only exchange  shares within the same Class. 

2: Exchanges can only be
made into identically owned accounts.

3: Partial  exchanges  into a new fund account must meet the new fund's  minimum
initial  investment.  

4: The fund you are  exchanging  into must be eligible for
sale in your state.  

5: If your request does not clearly  indicate the amount to
be exchanged or the accounts involved,  no shares will be exchanged.  

6: Amounts
exchanged  from a non-money  market fund to a money market fund may be exchanged
back at net asset value.  Dividends earned from money market fund shares will be
subject to a sales charge.  

7: If you are exchanging from a money market fund to
a fund with a sales charge, there will be a sales charge on any shares that were
not  previously  subject to a sales charge.  Your request must be in writing and
include a  statement  acknowledging  that a sales  charge  will be paid.  If you
exchange Class B shares of a fund for shares of a Class B money market fund, the
CDSC will not be imposed and the holding  period used to calculate the CDSC will
carry over to the acquired  shares.  

8: FI Funds reserve the right to reject any
exchange  order  which in the  opinion  of the  Fund is part of a market  timing
strategy. In the event that an exchange is rejected,  neither the redemption nor
the  purchase  side of the exchange  will be  processed. 

oEXCHANGING  FUNDS WITH AUTOMATIC  INVESTMENTS  OR  SYSTEMATIC  WITHDRAWALS  

Let us know if you want to continue automatic investments into the original fund
or the fund you are exchanging into ("receiving fund") or if you want to change
the amount or allocation into both. Also inform us if you wish to continue,
terminate, or change a preauthorized systematic withdrawal. Without specific
instructions, we will amend account privileges as outlined below:

________________________________________________________________________________
                    EXCHANGE          EXCHANGE          EXCHANGE A
                    ALL SHARES TO     ALL SHARES TO     PORTION OF 
                    ONE FUND          MULTIPLE          SHARES TO ONE OR  
                                      FUNDS             MULTIPLE FUNDS
________________________________________________________________________________
MONEY LINE          ML moves to       ML stays with     ML stays with
(ML)                Receiving Fund    Original Fund     Original Fund


AUTOMATIC PAYROLL   API moves to      API Stays with    API stays with 
INVESTMENT (API)    Receiving Fund    Original Fund     Original Fund


SYSTEMATIC          SWP moves to      SWP               SWP stays
WITHDRAWALS         Receiving Fund    Canceled          with Original Fund (SWP)
________________________________________________________________________________



                                       16
<PAGE>
     


WHEN AND HOW ARE FUND SHARES PRICED?

Each FI Fund prices its shares each day that the New York Stock Exchange
("NYSE") is open for trading. The share price is calculated as of the close of
trading on the NYSE (generally 4:00 p.m., EST) except for shares of the money
market funds which are priced as of 12:00 noon. These days are referred to as
"Trading Days" in this Manual.

Each Fund calculates the net asset value of each class of its shares separately
by taking the total value of class assets, subtracting class expenses, and
dividing the difference by the total number of shares in the class. The price
that you will pay for a share is the NAV plus any applicable front-end sales
charge. You receive the NAV price if you redeem or exchange your shares, less
any applicable CDSC.

Fund prices are on our website (www.firstinvestors.com) the next day. The prices
for our larger funds are also reported in many newspapers, including The Wall
Street Journal and The New York Times. Special pricing procedures are employed
during emergencies. For a description of these procedures you can request, free
of charge, a copy of a Statement of Additional Information.

HOW ARE PURCHASE, REDEMPTION, AND EXCHANGE ORDERS PROCESSED AND PRICED?

The processing and price for a purchase, redemption or exchange depends upon how
your order is placed.  As indicated  below,  special rules apply to money market
transactions.

oPURCHASES 

Purchases that are made by written application or order are processed when they
are received in "good order" by our Woodbridge, NJ office. To be in good order,
all required paperwork must be completed and payment received. If your order is
received prior to the close of trading on the NYSE, it will receive that day's
price (except in the case of the money market funds which are discussed below).
This procedure applies whether your purchase order is given to your registered
representative or mailed directly by you to our Woodbridge, NJ office.

As described previously in "How to Buy Shares," certain types of purchases can
only be placed by written application. For example, purchases in connection with
the opening of retirement accounts may only be made by written application.
Furthermore, rollovers of retirement accounts will be processed only when we
have received both written application and the proceeds of the rollover. Thus,
for example, if it takes 30 days for another fund group to send us the proceeds
of a retirement account, your purchase of First Investors funds will not occur
until we receive the proceeds.

Some types of purchases may be phoned or electronically transmitted to us by
your broker/dealer. If you give your order to a First Investors registered



                                       17
<PAGE>


representative before the close of trading on the NYSE and the order is phoned
to our Woodbridge, NJ office prior to 5:00 p.m., EST, your shares will be
purchased at that day's price (except money market funds which are discussed
below). If you are buying a First Investors Fund through a broker-dealer other
than First Investors, other requirements may apply. Consult with your
broker-dealer about its requirements. Payment is due within three business days
of placing an order by phone or electronic means or the trade may be cancelled.
(In such event, you will be liable for any loss resulting from the
cancellation.) To avoid cancellation of your orders, you may arrange to open a
money market account and use it to pay for subsequent purchases.

Purchases made pursuant to our Automatic Investment Programs are processed as
follows:

- -Money Line purchases are processed on the dates you select on your application.

- -Automatic Payroll Investment Service purchases are processed on the dates that
we receive funds from your employer.

oREDEMPTIONS

As described previously in "How To Sell Shares", certain redemption orders may
only be made by written instructions or application. Unless you have declined
Telephone Privileges, most redemptions can be made by phone by you or your
registered representative.

Written redemption orders will be processed when received in good order in our
Woodbridge, NJ office. Phone redemption orders will be processed when received
in our Woodbridge, NJ office.

If your redemption order is received prior to the close of trading on the NYSE,
you will receive that day's price (except in the case of money market funds
which are discussed below). If you are redeeming through a broker-dealer other
than First Investors, other requirements may apply. Consult with your
broker-dealer about its requirements.

oEXCHANGES 

Exchanges can generally be made by written instructions or, unless you have
declined Telephone Privileges, by phone by you or your registered
representative. Exchange orders are processed when we receive them in good order
in our Woodbridge, NJ office.

Exchange orders received prior to the close of trading on the NYSE will be
processed at that day's prices (except in the case of exchanges into or out of
money market funds which are discussed below).

oORDERS PLACED VIA FIRST INVESTORS REGISTERED REPRESENTATIVES

All orders placed through a First Investors registered representative must be
reviewed and approved by a principal officer of the branch office before being
mailed or transmitted to the Woodbridge, NJ office.

oORDERS PLACED VIA DEALERS

It is the responsibility of the Dealer to forward or transmit orders to the Fund
promptly and accurately. A fund will not be liable for any change in the price
per share due to the failure of the Dealer to place the order in a timely
fashion. Any such disputes must be settled between you and the Dealer.



                                       18
<PAGE>


oSPECIAL RULES FOR MONEY MARKET FUNDS

A money market fund share purchase will not be made until we receive the funds
for the purchase. The funds for the purchase will not be deemed to have been
received until the morning of the next Trading Day following the Trading Day on
which your purchase check is received in our Woodbridge, NJ office. If a check
is received in our Woodbridge, NJ office after the close of regular trading on
the NYSE, the funds for the purchase will not be deemed to have been received
until the morning of the second following Trading Day.

If you make your purchase by wire transfer prior to 12:00 p.m., EST, and you
have previously advised us that the wire is on the way, the funds for the
purchase will be deemed to have been received on that same day. You must call
beforehand and give us your name, account number, the amount of the wire, and a
federal reference number documenting the transfer. If we fail to receive such
advance notification, the funds for your purchase will not be deemed to have
been received until the morning of the next Trading Day following receipt of the
federal wire and your account information. To wire funds to an existing First
Investors money market account, instruct your bank to wire your investment, as
applicable, to: CASH MANAGEMENT FUND BANK OF NEW YORK ABA #021000018 ACCOUNT
8900005696 YOUR NAME YOUR FIRST INVESTORS ACCOUNT # TAX-EXEMPT MONEY MARKET FUND
BANK OF NEW YORK ABA #021000018 ACCOUNT 8900023198 YOUR NAME YOUR FIRST
INVESTORS ACCOUNT #
 
Purchases by Money Line and Automatic Payroll Investment are processed in the
same manner as those in other Funds.

Requests for redemptions or exchanges out of or into our money market funds must
be received in writing or by phone prior to 12:00 p.m.,  EST, on a Trading  Day,
to be processed the same day. Redemption or exchange orders received after 12:00
p.m.,  EST,  but  before  the close of  regular  trading  on the  NYSE,  will be
processed on the morning of the following Trading Day.

RIGHT TO REJECT PURCHASE OR EXCHANGE ORDERS

A fund reserves the right to reject or restrict any specific purchase request if
the fund determines that doing so is in the best interest of the fund and its
shareholders. Investments in a fund are designed for long-term purposes and are
not intended to provide a vehicle for short-term market timing. The funds also
reserve the right to reject any exchange that in the funds' opinion is part of a
market timing strategy. In the event that a fund rejects an exchange request,
neither the redemption nor the purchase side of the exchange will be processed.

SIGNATURE GUARANTEE POLICY 

A signature guarantee protects you from the risk of a
fraudulent signature and is generally required for non-standard and large dollar
transactions.  A signature  guarantee may be obtained from your First  Investors
registered  representative or eligible guarantor  institutions  including banks,
savings associations, credit unions and brokerage firms which are members of the
Securities  Transfer  Agents  Medallion  Program  ("STAMP"),  the New York Stock
Exchange Medallion  Signature Program ("MSP"),  or the Stock Exchanges Medallion
Program  ("SEMP").  Please  note  that a  notary  public  stamp  or  seal is not
acceptable. The words "Signature Guaranteed" must appear beside the signature of
the guarantor.  

- -SIGNATURE GUARANTEES ARE REQUIRED:

1: For redemptions over $50,000.

2: For redemption checks made payable to any person(s) other than the registered
shareholder(s) or a major financial institution for the benefit of the
registered shareholder(s).

3: For redemption checks mailed to an address other than the address of record
(unless the check is mailed to a financial institution on your behalf).

4: For redemptions when the address of record has changed within 60 days of the
request.

5: When a stock certificate is mailed to an address other than the address of
record or to the dealer on the account.

6: When shares are transferred to a new registration.

7: When issued shares are redeemed.

8: To establish any EFT service.



                                       19
<PAGE>



9: For requests to change the address of record to a P.O. box or a "c/o" street
address.

10: If multiple account owners of one account give inconsistent instructions.

11: When a transaction requires additional legal documentation.

12: When the authority of a representative of a corporation, partnership, trust,
or other entity has not been satisfactorily established.

13: When an address on an account which was coded "Do Not Mail" to suppress
check and dividend mailings due to a previously unknown address is updated.

14: Any other instance whereby a fund or its transfer agent deems it necessary
as a matter of prudence.

TELEPHONE SERVICES TELEPHONE EXCHANGES AND REDEMPTIONS 1 (800) 342-6221

You automatically receive telephone privileges when you open a First Investors
individual, joint, or custodial account unless you decline the option on your
account application or send the Fund written instructions. For trusts, estates,
attorneys-in-fact, corporations, partnerships, and other entities, additional
documents are required. Call Shareholder Services at 1 (800) 423-4026 for
assistance. 

Telephone privileges allow you to exchange or redeem shares and authorize other
transactions by calling Special Services at 1 (800) 342-6221 from 9:00 a.m. to
5:00 p.m., EST, on any day the NYSE is open. Your First Investors registered
representative may also use telephone privileges to execute your transactions.

oSECURITY MEASURES For your protection, the following security measures are
taken:

1: Telephone requests are recorded to verify accuracy.  

2: Some or all of
the following information is obtained: 

- -Account number -Address -Social security
number 

- -Other information as deemed necessary 

3: A written  confirmation of each
transaction  is mailed to you. 

We will not be liable for following  instructions
if we reasonably  believe the instructions are genuine based on our verification
procedures. 

oELIGIBILITY  

NON-RETIREMENT  ACCOUNTS: 

You can exchange or redeem shares of any non-retirement account by phone. Shares
must be owned for 15 days for telephone redemption. Telephone exchanges and
redemptions are not available on guardianship and conservatorship accounts.

RETIREMENT  ACCOUNTS:  

You can exchange between shares of any participant directed IRA, 403(b) or
401(k) Simplifier plan where First Financial Savings Bank, S.L.A. is Custodian.
You may also exchange shares from an individually registered non-retirement
account to an IRA account registered to the same owner (provided an IRA
application is on file). Telephone exchanges are permitted on 401(k) Flexible
plans, money purchase pension plans and profit sharing plans if a First
Investors Qualified Retirement Plan Application is on file with the fund.
Contact your First Investors registered representative or call Shareholder
Services at 1 (800) 423-4026 to obtain a Qualified Retirement Plan Application.
Telephone redemptions are not permitted on First Investors retirement accounts.



                                       20
<PAGE>


SHAREHOLDER SERVICES:
1 (800) 423-4026

PROVIDED YOU HAVE NOT DECLINED TELEPHONE PRIVILEGES, CALL US TO UPDATE OR
CORRECT:

- -Your address or phone number.

- -Your birth date (important for retirement distributions).

- -Your distribution option to reinvest or pay in cash (non-retirement accounts
only) or initiate cross reinvestment of dividends.

- -The amount of your Money Line or Automatic Payroll Investment payment.

- -The allocation of your Money Line or Automatic Payroll Investment  payment.

- -The amount of your Systematic Withdrawal payment.

TO REQUEST:

- -A duplicate copy of a statement or tax form.

- -A history of your account (the fee can be debited from your non-retirement
account).

- -A share certificate to be mailed to your address of record.

- -A stop payment on a dividend, redemption or money market check.

- -Suspension (up to six months) or cancellation of Money Line.

- -Cancellation of your Systematic Withdrawal Plan.

- -Cancellation of cross-reinvestment of dividends.

- -Money market fund draft checks.



                                       21
<PAGE>


OTHER SERVICES

oREINVESTMENT PRIVILEGE

If you sell some or all of your Class A or Class B shares, you may be entitled
to reinvest all or a portion of the proceeds in the same class of shares of a FI
fund within six months of the redemption without a sales charge.

If you reinvest proceeds into a new fund account, you must meet the fund's
minimum initial investment requirement.

If you reinvest all the proceeds from a Class B share redemption, you will be
credited, in additional shares, for the full amount of the CDSC. If you reinvest
a portion of a Class B share redemption, you will be credited with a pro-rated
percentage of the CDSC.

The reinstatement privilege does not apply to automated purchases, automated
redemptions, or reinvestments in Class B shares of less than $1,000. Please
notify us if you qualify for this privilege. For more information, call
Shareholder Services at 1 (800) 423-4026.

oCERTIFICATE  SHARES 

Every time you make a purchase of Class A shares, we will credit shares to your
fund account. We do not issue shares certificates unless you specifically
request them. Certificates are not issued on any Class B shares or on Class A
money market funds.

Having us credit shares on your behalf eliminates the expense of replacing lost,
stolen, or destroyed certificates. If a certificate is lost, stolen, or damaged,
you will be charged a replacement fee of the greater of 2% of the current value
of the certificated shares or $25.

In addition, certificated shares cannot be redeemed or exchanged until they are
returned with your transaction request. The share certificate must be properly
endorsed and signature guaranteed.

oMoney Market Fund Draft Checks 

Free draft check writing privileges are available when you open a First
Investors Cash Management Fund or a First Investors Tax Exempt Money Market Fund
account. Checks may be written for a minimum of $500. Draft checks are not
available for Class B share accounts, retirement accounts, guardianships and
conservatorships. Complete the Money Market Fund Check Redemption section of the
account application to apply for draft checks. To order additional checks, call
Shareholder Services at 1 (800) 423-4026.

Additional documentation is required to establish check writing privileges for
trusts, corporations, partnerships and other entities. Call Shareholder Services
at 1 (800) 423-4026 for further information.

_______________________________________________________________________________
FEE TABLE 

Call Shareholder Services at 1 (800) 423-4026 or send your request to FIC, Attn:
Correspondence Dept., 581 Main Street, Woodbridge N.J. 07095-1198 to request a
copy of the following records:

ACCOUNT HISTORY STATEMENTS                   CANCELLED CHECKS

1974 - 1982*   $10 per year fee              There is a $10 fee for a copy of a
1983 - present $5 total fee for all years    cancelled dividend, liquidation, or
Current &                                    investment check requested. There
Two Prior Years       Free                   cancelled money market draft check.

                                             DUPLICATE TAX FORMS

                                             Current Year     Free 
                                             Prior Year(s)    $7.50 per tax form
                                                              per year
* ACCOUNT HISTORIES ARE NOT AVAILABLE 
  PRIOR TO 1974.

                                             


                                       22
<PAGE>

                                            
 
oRETURN MAIL

If mail is returned to the fund marked undeliverable by the U.S. Postal Service
after two consecutive mailings, and the fund is unable to obtain a current
shareholder address, the account status will be changed to "Do Not Mail" to
discontinue future mailings and prevent unauthorized persons from obtaining
account information.

You can remove the "Do Not Mail" status on your account by submitting written
instructions including your current address signed by all shareholders with a
signature guarantee (see Signature Guarantee Policy). Additional requirements
may apply for certain accounts. Call Shareholder Services at 1 (800) 423-4026
for more information.

Returned dividend checks and other distributions will be reinvested in the fund
when an account's status has been changed to "Do Not Mail". No interest will be
paid on outstanding checks prior to reinvestment. All future dividends and other
distributions will be reinvested in additional shares until new instructions are
provided. If you cannot be located within a period of time mandated by your
state of residence your fund shares may be turned over to your state (in other
words forfeited).

Prior to turning over assets to your state, the fund will seek to obtain a
current shareholder address in accordance with Securities and Exchange
Commission rules. A search company may be employed to locate a current address.
The fund may deduct the costs associated with the search from your account.

oTRANSFERRING  SHARES 

A transfer is a change of share ownership from one customer to another. Unlike
an exchange, transfers occur within the same fund. You can transfer your shares
at any time.

To transfer shares, submit a letter of instruction including:

- -Your account number.

- -Dollar amount, percentage, or number of shares to be transferred.

- -Existing account number receiving the shares (IF ANY).

- -The name(s), registration, and taxpayer identification number of the customer
receiving the shares.

- -The signature of each account owner requesting the transfer with signature
guarantee(s).

In addition, we will request that the transferee complete a Master Account
Agreement to establish a brokerage account with First Investors Corporation and
validate his or her social security number to avoid back-up withholding. If the
transferee declines to complete an MAA, all transactions in the account must be
on an unsolicited basis and the account will be so coded.

Depending upon your account registration, additional documentation may be
required to transfer shares. Transfers due to the death or disability of a
shareholder also require additional documentation. Please call our Shareholder
Services Department at 1 (800) 423-4026 for specific transfer requirements
before initiating a request.

A transfer is a change of ownership and may trigger a taxable event. You should
consult your tax advisor before initiating a transfer.




                                       23
<PAGE>



ACCOUNT STATEMENTS

oTRANSACTION CONFIRMATION STATEMENTS

You will receive a confirmation  statement  immediately after most transactions.
These include:  

- -shareorder purchases 

- -check investments 

- -redemptions 

- -exchanges

- -transfers  

- -systematic  withdrawals

Money Line and Automatic Payroll Investment purchases are not confirmed for each
transaction. They will appear on your next regularly scheduled monthly or
quarterly statement (see Dividend Schedule under "Dividends and Distributions").

A separate confirmation statement is generated for each fund account you own. It
provides:

- -Your fund account number -The date of the transaction

- -A description of the transaction (PURCHASE, REDEMPTION, ETC.)

- -The number of shares bought or sold for the transaction 

- -The dollar amount of the transaction

- -The dollar amount of the dividend payment (IF APPLICABLE) 

- -The total share balance in the account -The dollar amount of any dividends or
capital gains paid

- -The number of shares held by you, held for you (INCLUDING ESCROW SHARES), and
the total number of shares you own.

The confirmation statement also provides a perforated Investment Stub with your
preprinted name, registration, and fund account number for future investments.

oMASTER ACCOUNT STATEMENTS

If First Investors Corporation is your broker, you will receive a Master Account
Statement for all your identically owned First Investors fund accounts on at
least a quarterly basis. The Master Account Statement will also include a recap
of any First Investors Life Insurance and Executive Investors Trust accounts you
may own. Joint accounts registered under your taxpayer identification number
will appear on a separate Master Account Statement but may be mailed in the same
envelope upon request.

The Master Account Statement provides the following information for each First
Investors fund you own:

- -fund name 
- -fund's  current market value 

- -total  distributions  paid  year-to-date  
- -total  number of shares owned

oANNUAL AND SEMI-ANNUAL REPORTS

You will also receive an Annual and a Semi-Annual Report. These financial
reports show the assets, liabilities, revenues, expenses, and earnings of the
fund as well as a detailed accounting of all portfolio holdings. You will
receive one report per household.




                                       24
<PAGE>


DIVIDENDS AND DISTRIBUTIONS

oDIVIDENDS AND DISTRIBUTIONS

For funds that declare daily dividends,  you start earning  dividends on the day
your purchase is made. For FI money market funds, you start earning dividends on
the day federal  funds are  credited  to your fund  account.  The funds  declare
dividends  from net investment  income and  distribute  the accrued  earnings to
shareholders as noted below:

________________________________________________________________________________
DIVIDEND PAYMENT SCHEDULE
________________________________________________________________________________
MONTHLY:                         QUARTERLY:             ANNUALLY (IF ANY):
Cash Management Fund             Blue Chip Fund         Global Fund
Fund for Income                  Growth & Income Fund   Special Situations Fund
Government Fund                  Total Return Fund      Mid-Cap Opportunity Fund
Insured Intermediate Tax-Exempt  Utilities Income Fund
Insured Tax Exempt Fund
Investment Grade Fund
High Yield Fund
Multi-State Insured Tax Free Fund
New York Insured Tax Free Fund
Tax-Exempt Money Market Fund
________________________________________________________________________________

Capital gains distributions, if any, are paid annually, usually near the end of
the fund's fiscal year. On occasion, more than one capital gains distribution
may be paid during one year. Dividend and capital gains distributions are
automatically reinvested to purchase additional fund shares unless otherwise
instructed. Dividend payments of less than $5.00 are automatically reinvested to
purchase additional fund shares.

oBUYING A DIVIDEND

If you buy shares shortly before the record date of the dividend, the entire
dividend you receive may be taxable even though a part of the distribution is
actually a return of your purchase price. This is called "buying a dividend."

There is no advantage to buying a dividend because a fund's net asset value per
share is reduced by the amount of the dividend.




                                       25
<PAGE>



<TABLE>
<CAPTION>
TAX FORMS

TAX FORM                         DESCRIPTION                                            MAILED BY
<S>            <C>                                                                     <C>
_________________________________________________________________________________________________
1099-DIV       Consolidated report lists all taxable dividend and capital gains        January 31
               distributions for all of the  shareholder's accounts.  Also includes
               foreign taxes paid and any federal income tax withheld  due to backup
               withholding.
_________________________________________________________________________________________________
1099-B         Lists proceeds from all redemptions  including systematic               January
               31 withdrawals and exchanges.  A separate form is issued for each
               fund account.  Includes amount of federal income tax withheld due
               to backup withholding.
_________________________________________________________________________________________________
1099-R         Lists taxable distributions from a retirement account. A separate       January 31
               form is issued for each fund account. Includes federal
               income tax withheld due to IRS withholding requirements.
_________________________________________________________________________________________________
5498           Provided to shareholders who made an annual IRA                         May 31
               contribution or rollover purchase. Also provides the account's
               fair market value as of the last business day of the previous year.
               A separate form is issued for each fund account.
_________________________________________________________________________________________________
1042-S         Provided to non-resident  alien shareholders to report the amount       March 15
                of fund  dividends  paid and the amount of federal taxes
               withheld. A separate form is issued for each fund account.
_________________________________________________________________________________________________
Cost Basis     Uses the "average cost-single category" method to show the cost         January 31
Statement      basis of any shares sold or exchanged.  Information is provided
               to assist  shareholders in calculating capital gains or losses. A
               separate statement, included with Form 1099-B, is issued for each
               fund account.  This statement is not reported to the IRS and does
               not include money market funds or retirement accounts.
_________________________________________________________________________________________________
Tax Savings    Consolidated report lists all amounts not subject to federal,           January 31
Report for     state and local income tax for all the shareholder's accounts.
Non-Taxable    Also includes any amounts subject to alternative minimum tax.
Income
_________________________________________________________________________________________________
Tax Savings    Provides the percentage of income paid by each fund that may            January 31
Summary        be exempt from state income tax.
_________________________________________________________________________________________________
</TABLE>


THE OUTLOOK

Today's  strategies for tomorrow's  goals are brought into focus in the OUTLOOK,
the  quarterly  newsletter  for  clients of First  Investors  Corporation.  This
informative  tool  discusses the products and services we offer to help you take
advantage  of current  market  conditions  and tax law  changes.  The  OUTLOOK'S
straight  forward approach and timely articles make it a valuable  resource.  As
always,  your  registered  representative  is  available  to  provide  you  with
additional  information and assistance.  Material  contained in this publication
should not be considered legal, financial, or other professional advice.

                                       26
<PAGE>




                              Principal Underwriter
                           First Investors Corporation
                                 95 Wall Street
                               New York, NY 10005
                                 Transfer Agent
                               Administrative Data
                                Management Corp.
                                 581 Main Street
                              Woodbridge, NJ 07095
                                 1-800-423-4026








<PAGE>

                            PART C. OTHER INFORMATION
                            -------------------------

Item 23.        Exhibits
                --------

        (a)(i)  Amended and Restated Declaration of Trust1

           (ii) Supplemental Declaration of Trust2

        (b)     By-laws1

        (c)     Shareholders' rights are contained in (a) Articles III, VIII, X,
                XI and XII of Registrant's  Amended and Restated  Declaration of
                Trust dated  September 19, 1988, as amended  September 22, 1994,
                previously  filed as Exhibit 99.B1 to Registrant's  Registration
                Statement  and (b) Articles III and V of  Registrant's  By-laws,
                previously  filed as Exhibit 99.B2 to Registrant's  Registration
                Statement

        (d)     Investment  Advisory  Agreement  between  Registrant  and  First
                Investors Management Company, Inc.1

        (e)     Underwriting  Agreement  between  Registrant and First Investors
                Corporation1

        (f)     Bonus, profit sharing or pension plans - none

        (g)(i)  Custodian Agreement between Registrant and Irving Trust Company1

           (ii) Supplement to  Custodian  Agreement between Registrant  and  The
                Bank of New York1

        (h)(i)  Administration  Agreement  between  Registrant,  First Investors
                Management  Company,  Inc., First  Investors  Corporation  and 
                Administrative Data Management Corp.1

           (ii) Schedule A to Administration Agreement2

        (i)     Consent of Counsel3

        (j)(i)  Consent of Independent Accountants3

           (ii) Powers of Attorney1

        (k)     Financial statements omitted from prospectus -none

        (l)     Initial capital agreements - none

       (m)(i)   Amended and Restated Class A Distribution Plan1

         (ii)   Class B Distribution Plan1

       (n)      Financial Data Schedules3


<PAGE>

        (o)      18f-3 Plan1

- --------------
1     Incorporated  by  reference  from  Post-Effective   Amendment  No.  20  to
      Registrant's Registration Statement (File No. 33-25623) filed on April 23,
      1996.

2     Incorporated  by  reference  from  Post-Effective   Amendment  No.  22  to
      Registrant's  Registration  Statement (File No. 33-25623) filed on May 15,
      1997.

3     To be filed subsequently.


Item 24.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH  REGISTRANT
           --------------------------------------------------------------    

           There are  no persons  controlled by or under common control with the
Registrant.


Item 25.   INDEMNIFICATION
           ---------------

           Article XI, Section 1 of  Registrant's  Declaration of Trust provides
as follows:

           Section 1.

           Provided they have exercised reasonable care and have acted under the
reasonable  belief that their actions are in the best interest of the Trust, the
Trustees  shall not be  responsible  for or liable in any event for  neglect  or
wrongdoing of them or any officer,  agent, employee or investment adviser of the
Trust,  but nothing  contained  herein  shall  protect  any Trustee  against any
liability  to  which  he  would  otherwise  be  subject  by  reason  of  willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.

           Article XI, Section 2 of  Registrant's  Declaration of Trust provides
as follows:

           Section 2.

           (a)   Subject to  the exceptions and limitations contained in Section
                 (b) below:

                 (i)  every  person who is, or has been, a Trustee or officer of
                      the Trust (a "Covered Person") shall be indemnified by the
                      Trust  to the  fullest  extent  permitted  by law  against
                      liability and against expenses reasonably incurred or paid
                      by him in  connection  with  any  claim,  action,  suit or
                      proceeding  which  he  becomes  involved  as  a  party  or
                      otherwise  by virtue of his being or having been a Trustee
                      or officer and against  amounts paid or incurred by him in
                      the settlement thereof;

                 (ii) the words "claim," "action," "suit," or "proceeding" shall
                      apply to all claims, actions, suits or proceedings (civil,
                      criminal   or  other,   including   appeals),   actual  or
                      threatened, and the words "liability" and "expenses" shall
                      include,  without  limitation,   attorneys'  fees,  costs,
                      judgments,  amounts paid in settlement,  fines,  penalties

<PAGE>

                      and other liabilities.

        (b)  No indemnification shall be provided hereunder to a Covered Person:

             (i)  who shall  have  been  adjudicated  by a court or body  before
                  which the proceeding was brought (A) to be liable to the Trust
                  or its  Shareholders  by reason of  willful  misfeasance,  bad
                  faith,  gross  negligence or reckless  disregard of the duties
                  involved in the conduct of his office or (B) not to have acted
                  in good faith in the reasonable  belief that his action was in
                  the best interest of the Trust; or

             (ii) in  the  event  of a  settlement,  unless  there  has  been  a
                  determination  that such  Trustee or officer did not engage in
                  willful  misfeasance,  bad faith, gross negligence or reckless
                  disregard of the duties involved in the conduct of his office,

                  (A)   by the court or other body approving the settlement; or

                  (B)   by at least a majority or those Trustees who are neither
                        are  neither  interested  persons  of the  Trust nor are
                        parties  to the  matter  based  upon a review of readily
                        available   facts  (as  opposed  to  a  full  trial-type
                        inquiry); or

                  (C)   by written  opinion of  independent  legal counsel based
                        upon a review of readily  available facts (as opposed to
                        a full trial-type inquiry);  provided, however, that any
                        Shareholder  may,  by  appropriate  legal   proceedings,
                        challenge any such determination by the Trustees,  or by
                        independent counsel.

        (c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable,  shall not be exclusive
of or affect any other  rights to which any Covered  Person may now or hereafter
be entitled,  shall continue as to a person who has ceased to be such Trustee or
officer  and  shall  inure  to  the   benefit  of  the  heirs,   executors   and
administrators  of such a person.  Nothing  contained  herein  shall  affect any
rights to  indemnification  to which Trust  personnel,  other than  Trustees and
officers,  and other persons may be entitled by contract or otherwise  under the
law.

        (d) Expenses in connection with the  preparation  and  presentation of a
defense to any claim,  action,  suit or proceeding of the character described in
paragraph (a) of this Section 2 may be paid by the Trust from time to time prior
to final  disposition  thereof upon receipt of an undertaking by or on behalf of
such Covered Person that such amount will be paid over by him to the Trust if it
is ultimately  determined that he is not entitled to indemnification  under this
Section 2;  provided,  however,  that either (a) such Covered  Person shall have
provided  appropriate  security for such  undertaking,  (b) the Trust is insured
against losses arising out of any such advance payments or (c) either a majority
of the Trustees who are neither  interested persons of the Trust nor are parties
to the matter,  or independent  legal counsel in a written  opinion,  shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry),  that there is a reason to believe that such Covered Person
will be found entitled to indemnification under this Section 2.

<PAGE>

         The general  effect of this  Indemnification  will be to indemnify  the
officers and Trustees of the Registrant from costs and expenses arising from any
action,  suit or proceeding to which they may be made a party by reason of their
being or having been a Trustee or officer of the  Registrant,  except where such
action is determined to have arisen out of the willful  misfeasance,  bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
the Trustee's or officer's office.

         The Registrant's Investment Advisory Agreement provides as follows:

         The Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Company or any Series in connection with the
matters to which this Agreement  relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, partner,  employee, or agent
of the Manager, who may be or become an officer, Board member, employee or agent
of the Company shall be deemed, when rendering services to the Company or acting
in any  business of the  Company,  to be  rendering  such  services to or acting
solely for the Company and not as an officer, partner, employee, or agent or one
under the control or direction of the Manager even though paid by it.

         The Registrant's Underwriting Agreement provides as follows:

         The  Underwriter  agrees to use its best efforts in effecting  the sale
and public distribution of the shares of the Fund through dealers and to perform
its duties in redeeming  and  repurchasing  the shares of the Fund,  but nothing
contained in this  Agreement  shall make the  Underwriter or any of its officers
and directors or  shareholders  liable for any loss sustained by the Fund or any
of its officers, trustees, or shareholders, or by any other person on account of
any act done or  omitted  to be done by the  Underwriter  under  this  Agreement
provided that nothing herein contained shall protect the Underwriter against any
liability  to the Fund or to any of its  shareholders  to which the  Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the  performance  of its duties as Underwriter or by reason of its
reckless  disregard  of its  obligations  or duties as  Underwriter  under  this
Agreement.  Nothing in this  Agreement  shall protect the  Underwriter  from any
liabilities  which  they  may  have  under  the  Securities  Act of  1933 or the
Investment Company Act of 1940.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers or persons  controlling  the
Registrant  pursuant  to the  foregoing  provisions,  the  Registrant  has  been
informed that, in the opinion of the Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable. See Item 30 herein.


Item 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
          ----------------------------------------------------

         First Investors Management Company,  Inc. offers investment  management
services and is a registered  investment  adviser.  Affiliations of the officers
and directors of the  Investment  Adviser are set forth in Part B,  Statement of
Additional Information, under "Directors or Trustees and Officers."


<PAGE>

Item 27.     PRINCIPAL UNDERWRITERS
             ----------------------

     (a)     First Investors Corporation, Underwriter of the Registrant, is also
             underwriter for:

             First Investors Cash Management Fund, Inc.
             First Investors Fund For Income, Inc.
             First Investors Global Fund, Inc.
             First Investors Government Fund, Inc.
             First Investors High Yield Fund, Inc.
             First Investors Insured Tax Exempt Fund, Inc.
             First Investors Multi-State Insured Tax Free Fund
             First Investors New York Insured Tax Free Fund, Inc.
             First Investors Tax-Exempt Money Market Fund, Inc.
             First Investors U.S. Government Plus Fund
             First Investors Series Fund II, Inc.
             First Investors Life Variable Annuity Fund A
             First Investors Life Variable Annuity Fund C
             First Investors Life Variable Annuity Fund D
             First Investors Life Level Premium Variable Life Insurance
             (Separate Account B)

    (b)      The  following  persons  are  the  officers  and  directors  of the
Underwriter:

                              POSITION AND                    POSITION AND
NAME AND PRINCIPAL            OFFICE WITH FIRST               OFFICE WITH
BUSINESS ADDRESS              INVESTORS CORPORATION           REGISTRANT   
- ------------------            ---------------------           ------------

Glenn O. Head                 Chairman                        President
95 Wall Street                and Director                    and Trustee
New York, NY 10005

Marvin M. Hecker              President                       None
95 Wall Street
New York, NY  10005

John T. Sullivan              Director                        Chairman of the
95 Wall Street                                                Board of Trustees
New York, NY 10005

Joseph I. Benedek             Treasurer                       Treasurer
581 Main Street
Woodbridge, NJ 07095

Lawrence A. Fauci             Senior Vice President           None
95 Wall Street                and Director
New York, NY 10005

Kathryn S. Head               Vice President                  Trustee
581 Main Street               and Director
Woodbridge, NJ 07095


<PAGE>

Louis Rinaldi                 Senior Vice                     None
581 Main Street               President
Woodbridge, NJ 07095

Frederick Miller              Senior Vice President           None
581 Main Street
Woodbridge, NJ 07095

Larry R. Lavoie               Secretary and                   Trustee
95 Wall Street                General Counsel
New York, NY  10005

Matthew Smith                 Vice President                  None
581 Main Street
Woodbridge, NJ 07095

Jeremiah J. Lyons             Director                        None
56 Weston Avenue
Chatham, NJ  07928

Anne Condon                   Vice President                  None
581 Main Street
Woodbridge, NJ 07095

Jane W. Kruzan                Director                        None
232 Adair Street
Decatur, GA 30030

Elizabeth Reilly              Vice President                  None
581 Main Street
Woodbridge, NJ 07095

Robert Flanagan               Vice President-                 None
95 Wall Street                Sales Administration
New York, NY 10005

William M. Lipkus             Chief Financial Officer         None
581 Main Street
Woodbridge, NJ 07095

        (c)     Not applicable


Item 28. LOCATION OF ACCOUNTS AND RECORDS
         --------------------------------

         Physical  possession  of  the  books,   accounts  and  records  of  the
Registrant  are  held  by  First  Investors  Management  Company,  Inc.  and its
affiliated  companies,  First  Investors  Corporation  and  Administrative  Data
Management Corp., at their corporate headquarters,  95 Wall Street, New York, NY
10005 and administrative offices, 581 Main Street,  Woodbridge, NJ 07095, except
for those  maintained by the  Registrant's  Custodian,  The Bank of New York, 48
Wall Street, New York, NY 10286.


Item 29.  MANAGEMENT SERVICES
          -------------------

          Not Applicable.

<PAGE>

Item 30.  UNDERTAKINGS
          ------------

         The Registrant  undertakes to carry out all indemnification  provisions
of its Declaration of Trust,  Advisory  Agreement and Underwriting  Agreement in
accordance with Investment Company Act Release No. 11330 (September 4, 1980) and
successor releases.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the Registrant  pursuant to the provisions  under Item 27 herein,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

         The Registrant hereby undertakes to furnish a copy of its latest annual
report to shareholders,  upon request and without charge, to each person to whom
a prospectus is delivered.


<PAGE>

                                         SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
and the  Investment  Company Act of 1940, as amended,  the  Registrant  has duly
caused this Post-Effective  Amendment No. 27 to its Registration Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of New York, State of New York, on the 22d day of February, 1999.

                                        FIRST INVESTORS SERIES FUND


                                        By: /s/ Glenn O. Head
                                            -----------------
                                            Glenn O. Head
                                            President and Trustee


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Post-Effective  Amendment No. 27 to this  Registration  Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.

<TABLE>
<CAPTION>
<S>                                         <C>                       <C>


/s/ Glenn O. Head                           Principal Executive       February 22, 1999
- ----------------------------------------    Officer and Director
Glenn O. Head                               

/s/ Joseph I. Benedek                       Principal Financial       February 22, 1999
- ----------------------------------------    and Accounting Officer
Joseph I. Benedek                           

Kathryn S. Head*                            Trustee                   February 22, 1999
- ----------------------------------------
Kathryn S. Head

/s/ Larry R. Lavoie                         Trustee                   February 22, 1999
- ----------------------------------------
Larry R. Lavoie

Herbert Rubinstein*                         Trustee                   February 22, 1999
- ----------------------------------------
Herbert Rubinstein

Nancy Schaenen*                             Trustee                   February 22, 1999
- ----------------------------------------
Nancy Schaenen

James M. Srygley*                           Trustee                   February 22, 1999
- ----------------------------------------
James M. Srygley

<PAGE>


John T. Sullivan*                           Trustee                   February 22, 1999
- ----------------------------------------
John T. Sullivan



Rex R. Reed*                                Trustee                   February 22, 1999
- ----------------------------------------
Rex R. Reed

Robert F. Wentworth*                        Trustee                   February 22, 1999
- ----------------------------------------
Robert F. Wentworth

</TABLE>




*By:    /s/ Larry R. Lavoie
        -------------------
        Larry R. Lavoie
        Attorney-in-fact




<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                   DESCRIPTION
- ------                   -----------

23(a)(i)                 Amended and Restated Declaration of Trust1

23(a)(ii)                Supplemental Declaration of Trust2

23(b)                    By-laws1

23(c)                    Shareholders   rights  are  contained  in  (a) Articles
                         III,  VIII, X, XI and XII of  Registrant's  Amended and
                         Restated Declaration of Trust dated September 19, 1988,
                         as amended  September  22,  1994,  previously  filed as
                         Exhibit 99.B1 to Registrant's  Registration  Statement;
                         and (b)  Articles  III and V of  Registrant's  By-laws,
                         previously  filed  as  Exhibit  99.B2  to  Registrant's
                         Registration Statement.

23(d)                    Investment  Advisory  Agreement  between Registrant and
                         First Investors Management Company, Inc.1

23(e)                    Underwriting  Agreement  between  Registrant  and First
                         Investors Corporation1

23(f)                    Bonus or Profit Sharing Contracts--None

23(g)(i)                 Custodian Agreement between Registrant and Irving Trust
                         Company1

23(g)(ii)                Supplement  to  Custodian  Agreement between Registrant
                         and The Bank of New York1

23(h)(i)                 Administration  Agreement  between  Registrant, First 
                         Investors  Management  Company,  Inc.,  First Investors
                         Corporation and Administrative Data Management Corp.1

23(h)(ii)                Schedule A to Administration Agreement2

23(i)                    Consent of Counsel3

23(j)(i)                 Consent of independent accountants3


<PAGE>

23(j)(ii)                Powers of Attorney1

23(k)                    Omitted Financial Statements -- None

23(l)                    Initial Capital Agreements -- None

23(m)(i)                 Amended and Restated Class A Distribution Plan1

23(m)(ii)                Class B Distribution Plan1

23(n)                    Financial Data Schedules3

23(o)                    Rule 18f-3 Plan1

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

1     Incorporated  by  reference  from  Post-Effective   Amendment  No.  20  to
      Registrant's Registration Statement (File No. 33-25623) filed on April 23,
      1996.

2     Incorporated  by  reference  from  Post-Effective   Amendment  No.  22  to
      Registrant's  Registration  Statement (File No. 33-25623) filed on May 15,
      1997.

3     To be filed subsequently.

<PAGE>



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