FIRST INVESTORS SERIES FUND
485BPOS, 2000-04-28
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          As filed with the Securities and Exchange Commission on April 28, 2000
                                                    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. 30             [X]

                                     and/or

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 30                     [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
                          Vice President and Secretary
                           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)
     [x] on April 28, 2000  pursuant  to  paragraph  (b)
     [ ] 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

            Prospectus for First Investors Insured Intermediate Tax Exempt Fund,
            a series of First Investors Series Fund

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

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

            Part C of Form N-1A

            Signature Page

            Exhibits


<PAGE>


[FIRST INVESTORS LOGO]

INSURED INTERMEDIATE TAX EXEMPT FUND

            The  Securities   and  Exchange   Commission  has  not  approved  or
disapproved  these  securities  or passed upon the  accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

                  THE DATE OF THIS PROSPECTUS IS APRIL 28, 2000



<PAGE>


                                    CONTENTS

OVERVIEW OF THE INSURED INTERMEDIATE TAX EXEMPT FUND

o   What is the Insured Intermediate Tax Exempt Fund?
    oo Objective
    oo Primary Investment Strategies
    oo Primary Risks

o   Who should consider buying the Insured Intermediate Tax Exempt Fund?
o   How has the Insured Intermediate Tax Exempt Fund performed?
o   What are the fees and expenses of the Insured Intermediate Tax Exempt Fund?

THE INSURED INTERMEDIATE TAX EXEMPT FUND IN DETAIL

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

o   Who manages the Insured Intermediate Tax Exempt Fund?

BUYING AND SELLING SHARES

o  How and when does the Insured Intermediate Tax Exempt Fund price its shares?
o  How do I buy shares?
o  Which class of shares is best for me?
o  How do I sell shares?
o  Can I exchange my shares for the shares of other First Investors Funds?

ACCOUNT POLICIES

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

FINANCIAL HIGHLIGHTS


                                       2
<PAGE>


              OVERVIEW OF THE INSURED INTERMEDIATE TAX EXEMPT FUND

                What is the Insured Intermediate Tax Exempt Fund?

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  statistical  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:

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

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


                                       3
<PAGE>


               o  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
they do 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.


                                       4
<PAGE>



                        INSURED INTERMEDIATE TAX EXEMPT


                                [OBJECT OMITTED]

During the periods shown, the highest quarterly return was 5.34%
(for the quarter  ended March 31,  1995),  and the lowest  quarterly  return was
- -3.70% (for the quarter ended March 31, 1994).  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") as of December  31, 1999.  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 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.


                                       5
<PAGE>


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

Class A Shares       (5.76)%        5.00%       3.71%             N/A
Class B Shares       (4.48)%        N/A         N/A               5.00%
Lehman Index         (2.06)%        6.90%       5.06%**           6.90%***

* The annual returns are based upon calendar years.
** The average annual total return shown is for the period 11/30/93 to 12/31/99.
*** The average annual total return shown is for the period 1/1/95 to 12/31/99.

 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      FEE WAIVERS AND/OR
                                 AND SERVICE                      ANNUAL FUND        EXPENSE
                     MANAGEMENT    (12B-1)            OTHER         OPERATING      ASSUMPTIONS            NET
                        FEES(1)    FEES(2)          EXPENSES(3)    EXPENSES(4)       (1),(2),(3)       EXPENSES(4)
                      ---------   -----------       ----------    ---------          -----------       -----------
<S>                     <C>       <C>               <C>           <C>             <C>                  <C>

Class  A   Shares  .    0.60%        0.30%           0.28%           1.18%                 0.43%           0.75%
Class  B   Shares  .    0.60%        1.00%           0.28%           1.88%                 0.38%           1.50%
</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, 1999, the Adviser waived Management
      Fees in excess of 0.40%.  The  Adviser has  contractually  agreed with the
      Fund to waive  Management  Fees in  excess of 0.40%  for the  fiscal  year
      ending December 31, 2000.
(2)   For the fiscal year ended  December 31, 1999, the Adviser waived all 12b-1
      Fees on Class A shares. The Adviser has contractually agreed with the Fund
      to waive  12b-1  fees in excess of 0.25% on Class A Shares  for the fiscal
      year  ending  December  31,  2000.  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)   For the fiscal year ended  December 31, 1999,  the Adviser  assumed  Other
      Expenses in excess of 0.10%. The Adviser has contractually agreed with the
      Fund to assume  Other  Expenses  in excess  of 0.10% for the  fiscal  year
      ending December 31, 2000.
(4)   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 and  expenses  assumed.  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               $697        $936       $1,195      $1,931
Class B shares               $553        $854       $1,181      $1,987*

If you do not redeem your shares:

Class A shares               $697        $936       $1,195      $1,931
Class B shares               $153        $554       $   981     $1,987*
*Assumes conversion to Class A shares eight years after purchase.

               THE INSURED INTERMEDIATE TAX EXEMPT FUND IN DETAIL

What  are the  Insured  Intermediate  Tax  Exempt  Fund's  objective,  principal
investment strategies, and principal 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  at least 80% of its total
assets 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  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 in 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  statistical 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 other
words,  at least 65% of the Fund's  assets must be  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


                                       7
<PAGE>


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
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.  Up to 20% of the Fund's net assets
may be  invested  in  securities,  the  interest  of which is subject to Federal
income tax,  including  the AMT. 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.  An
investment  offering greater  potential rewards generally carries greater risks.
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, and 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>


              Who manages the Insured Intermediate Tax Exempt Fund?


First  Investors  Management  Company,   Inc.  ("FIMCO"  or  "Adviser")  is  the
investment  adviser to the Fund.  Its address is 95 Wall  Street,  New York,  NY
10005. It currently is investment  adviser to 48 mutual funds or series of funds
with total net assets of over $5 billion.  FIMCO  supervises  all aspects of the
Fund's  operations  and determines the Fund's  portfolio  transactions.  For the
fiscal year ended December 31, 1999,  FIMCO  received  advisory fees of 0.40% of
the Fund's average daily net assets, net of waiver.

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


                            BUYING AND SELLING SHARES

 How and when does the Insured Intermediate Tax Exempt Fund price its shares?

The share price  (which is called "net asset  value" or "NAV" per share) for the
Fund is calculated  once each day as of 4 p.m.,  Eastern Time ("E.T."),  on each
day the New York Stock Exchange  ("NYSE") is open for regular trading.  The NYSE
is closed on most  holidays and Good  Friday.  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, the 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,  the 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 Fund.

                              How do I buy shares?

You  may  buy  shares  of  the  Fund  through  a  First   Investors   registered
representative   or  through  a  registered   representative  of  an  authorized
broker-dealer ("Representative"). Your Representative will help you complete and
submit an application. Your initial investment must be at least $1,000. However,
we have lower initial investment  requirements for certain types of accounts and
offer automatic  investment  plans that allow you to open a Fund account with as
little as $50.  Subsequent  investments may be made in any amount.  You can also
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.

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,  N.J.
offices by 5 p.m.,  E.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.


                                       9
<PAGE>


The 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?

The 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 invested from the outset.

Class A shares of the 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 CDSC of 1.00%.

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



                                          CDSC as a Percentage of Purchase Price
             YEAR OF REDEMPTION           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.


                                       10
<PAGE>


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.

The 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 0.30% on Class A shares and 1.00% on Class
B shares.  No more than 0.25% of these  payments may be for service fees.  These
fees are paid monthly in arrears.  Because these fees are paid out of the Fund's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

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

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 over time. 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 the Fund is open for business by:

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

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

        o  Telephoning the Special Services  Department of ADM at 1-800-342-6221
           (telephone  redemptions  are not available on retirement  and certain
           other types of accounts); or

        o  Instructing us to make an electronic transfer to a predesignated bank
           account  (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  fails to meet the  minimum  account  balance  as a result of a
redemption,  or for any reason other than market fluctuation,  the 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.  The 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


                                      11
<PAGE>


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.

The 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 the Fund for  shares of the same class of any other
First  Investors Fund without paying any additional  sales charge.  Consult your
Representative or call ADM at 1-800-423-4026 for details.

The 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.  The 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,  the 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 the Fund's  fiscal year.  The Fund may make an
additional  distribution  in any year if necessary to avoid a Federal excise tax
on certain undistributed income and capital gain.

Dividends and other  distributions paid on both classes of the Fund's shares are
calculated at the same time and in the same manner.  Dividends on Class B shares
of the 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 the 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 the 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 the Fund. If any  correspondence
sent  by  the  Fund  is  returned  as   "undeliverable,"   dividends  and  other
distributions  automatically will be reinvested in the 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 be paid in
additional  shares  of  the  distributing  class  if  the  total  amount  of the
distribution  is under $5 or the 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,  income dividends paid by the Fund should generally
be exempt from federal  income taxes,  including the AMT. For federal income tax


                                       12
<PAGE>


purposes,  long-term capital gain  distributions by the Fund are taxed to you as
long-term  capital  gains,  regardless  of how long you owned your Fund  shares.
Distributions by the Fund of interest income from taxable  obligations,  if any,
and short-term  capital gains 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
will 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 Fund offers 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.


                                       13
<PAGE>



                              FINANCIAL HIGHLIGHTS

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


                                       14
<PAGE>


<TABLE>
<CAPTION>

                          INTERMEDIATE TAX EXEMPT FUND

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



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

                                                      NET REALIZED
                                                      AND
                            NET ASSET      NET        UNREALIZED                      NET
                              VALUE        INVEST-    GAIN (LOSS)       TOTAL FROM    INVEST-     NET           TOTAL
YEAR ENDED DECEMBER         BEGINNING      MENT       ON                INVESTMENT    MENT        REALIZED      DISTRI-
31                          OF PERIOD      INCOME     INVESTMENTS       OPERATIONS    INCOME      GAINS         BUTIONS
- -------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>             <C>          <C>        <C>           <C>

CLASS A

1995......................    $5.43         $.301         $.419           $.720         $.300      $--           $.300
1996......................     5.85          .290         (.060)           .230          .290       --            .290
1997......................     5.79          .292          .140            .432          .292       --            .292
1998......................     5.93          .288          .086            .374          .294       --            .294
1999......................     6.01          .231         (.200)           .031          .231       --            .231

CLASS B

1995*.....................     5.45          .254          .407            .661          .261        --           .261
1996......................     5.85          .235         (.055)           .180          .230        --           .230
1997......................     5.80          .234          .128            .362          .232        --           .232
1998......................     5.93          .226          .098            .324          .234        --           .234
1999......................     6.02          1.73         (.202)          (.029)         .171        --           .171
</TABLE>

 *  For the period January 12, 1995 (date Class B shares were first
    offered) to December 31, 1995.
**  Calculated without sales charges.
 +  Annualized.
++  Net of  expenses  waived or assumed by the  investment  adviser  and/or the
    transfer agent.


                                       15
<PAGE>




<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------
                       RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------
                                                                   RATIO TO AVERAGE NET
                                                                      ASSETS WAIVED OR
                                              RATIO TO AVERAGE     EXPENSES WAIVED OR
                                                NET ASSETS++               ASSUMED
                                              ----------------     --------------------

                              NET
NET ASSET                   ASSETS                         NET                     NET
 VALUE         TOTAL        END OF                       INVEST-                 INVEST-    PORTFOLIO
END OF        RETURN*       PERIOD                        MENT                     MENT     TURNOVER
PERIOD          (%)           (IN           EXPENSES     INCOME    EXPENSES      INCOME     RATE (%)
                            MILLIONS)         (%)          (%)       (%)          (%)
- ----------------------------------------------------------------------------------------------------
<S>     <C>     <C>          <C>              <C>         <C>       <C>           <C>        <C>


 $5.85          13.50         $7,017          .35         5.32      1.22          4.45         47
  5.79           4.07          7,415          .49         5.05      1.24          4.30         82
  5.93           7.68          7,344          .53         5.02      1.21          4.34         91
  6.01           6.47          8,674          .50         4.80      1.20          4.10        163
  5.81           0.51          8,263          .50         3.88      1.18          3.20        142


  5.85          12.27           378          1.35+        4.32+     1.92+         3.75+        47
  5.80           3.17           613          1.49         4.05      1.94          3.60         82
  5.93           6.39           808          1.53         4.02      1.91          3.64         91
  6.02           5.57         1,000          1.50         3.80      1.90          3.40        163
  5.82          (0.50)        1,154          1.50         2.88      1.88          2.50        142

</TABLE>


                                       16
<PAGE>




 [FIRST INVESTORS LOGO]

INSURED INTERMEDIATE TAX EXEMPT FUND

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

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

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

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

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

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

You can review and copy Fund documents  (including reports,  Shareholder Manuals
and SAIs) at the Public  Reference Room of the SEC in  Washington,  D.C. You can
also obtain  copies of Fund  documents  after  paying a  duplicating  fee (i) by
writing to the Public Reference Section of the SEC, Washington,  D.C. 20549-0102
or (ii) by electronic request at [email protected].  You can obtain information
on the  operation of the Public  Reference  Room,  including  information  about
duplicating fee charges,  by calling (202) 942-8090.  Text-only versions of Fund
documents  can be viewed  online or  downloaded  from the EDGAR  database on the
SEC's Internet website at http://www.sec.gov.


                                                   (Investment   Company   Act
                                                   File No.:  First  Investors
                                                   Insured   Intermediate  Tax
                                                   Exempt Fund 811-5690)



<PAGE>

[FIRST INVESTORS LOGO]

TAX EXEMPT FUNDS


TAX-EXEMPT MONEY MARKET
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  accuracy or  adequacy  of this  prospectus.  Any
representation to the contrary is a criminal offense.




                  THE DATE OF THIS PROSPECTUS IS APRIL 28, 2000



<PAGE>


                                    CONTENTS

INTRODUCTION

FUND DESCRIPTIONS


    Tax-Exempt Money Market Fund
    Insured Intermediate Tax Exempt Fund
    Insured Tax Exempt Fund
    Single State Insured Tax Free Funds


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

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


    Tax-Exempt Money Market Fund
    Insured Intermediate Tax Exempt Fund
    Insured Tax Exempt Fund
    Single State Insured Tax Free Funds


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





                                       2


<PAGE>




                                  INTRODUCTION



This prospectus describes the First Investors Funds that invest primarily in tax
exempt municipal bonds and the Tax-Exempt Money Market Fund.


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.  Of course,  even a  diversified  investment  program can result in a
loss.




                                       3
<PAGE>




                                FUND DESCRIPTIONS


                          TAX-EXEMPT MONEY MARKET FUND

                                    OVERVIEW

Objective:            The Fund seeks to earn a high rate of current  income that
                      is  exempt  from  Federal   income  tax,   including   the
                      Alternative  Minimum  Tax  ("AMT"),  consistent  with  the
                      preservation of capital and maintenance of liquidity.

Primary
Investment
Strategies:           The Fund  invests  primarily in high  quality,  short-term
                      municipal  instruments  that the Fund  determines  present
                      minimal  credit  risk.  The Fund  attempts  to  limit  its
                      investments  to  instruments  which pay  interest  that is
                      exempt from  federal  income tax,  including  the AMT. The
                      Fund's   portfolio   is   managed   to   meet   regulatory
                      requirements that permit the Fund to maintain a stable net
                      asset value ("NAV") of $1.00 per share.  These  regulatory
                      requirements include stringent credit quality standards on
                      investments,   limits  on  the   maturity  of   individual
                      investments and the  dollar-weighted  average  maturity of
                      the entire portfolio, and diversification requirements.

Primary
Risks:                While money market funds are designed to be relatively low
                      risk investments,  they are not entirely free of risk. The
                      following  are the risks of investing  in the Fund,  which
                      are common to all money market funds:

                      o    The Fund's NAV could decline  (below $1.00 per share)
                           if  there is a  default  by an  issuer  of one of the
                           Fund's investments,  a credit downgrade of one of the
                           Fund's  investments,   or  an  unexpected  change  in
                           interest rates.

                      o    The Fund's yield will change daily based upon changes
                           in interest rates and other market conditions.

                      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.  ALTHOUGH THE
                      FUND SEEKS TO  PRESERVE  THE VALUE OF YOUR  INVESTMENT  AT
                      $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING
                      IN THE FUND.

                      Who should  consider  buying the  Tax-Exempt  Money Market
                      Fund ?

                      The  Tax-Exempt  Money  Market Fund is most  appropriately
                      used for that portion of your  investment  portfolio  that
                      you may need in the near future. Since the Fund limits its
                      investments to  high-quality,  short-term  securities,  it
                      generally  has a lower risk profile but also a lower yield
                      than funds which invest in lower-quality, longer-term debt
                      securities. It may be appropriate for you if you:

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

                      o    Are seeking a conservative investment that provides a
                           high degree of credit quality.


                                       4


<PAGE>


                      The  Fund is  generally  not  appropriate  for  retirement
                      accounts or investors in low tax brackets.

                           How has the Tax-Exempt Money Market Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year.  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 for each of
the last ten calendar years.  The performance of Class B shares differs from the
performance  of Class A shares  shown in the bar chart only to the  extent  that
they do not have the same expenses.


     TAX-EXEMPT MONEY MARKET

[OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 1.32% (for the
quarter ended December 31, 1990), and the lowest quarterly return was 0.42% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

The  following  table shows the average  annual total returns for Class A shares
and Class B shares as of December 31, 1999.  This table assumes that the maximum
contingent deferred sales charge ("CDSC") on Class B shares was paid.


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

Class A Shares       2.61%          3.35%        3.00%            N/A
Class B Shares      (0.44)%          N/A         N/A             1.69%
* The annual returns are based upon calendar years.






                                       5
<PAGE>





       What are the fees and expenses of the Tax-Exempt Money Market 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).................. None         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      EXPENSE           NET
                               FEES            FEES (1)        EXPENSES(2)      EXPENSES(3)  ASSUMPTION(2)     EXPENSES(3)
                            ---------        ------------      -----------     -----------   -------------     -----------
<S>                         <C>              <C>               <C>             <C>           <C>               <C>

Class A Shares  .  . . .       0.50%           0.00%              0.70%            1.20%         0.40%            0.80%
Class B Shares  .  . . .       0.50%           0.75%              0.70%            1.95%         0.40%            1.55%

</TABLE>

*Class B shares can only be acquired  through an exchange from Class B shares of
another First Investors  Fund. When shares are so acquired,  the CDSC imposed on
the other Fund's Class B shares carries over to the Fund's  shares.  The CDSC is
4% in the first year and  declines  to 0% after the sixth  year.  Class B shares
convert to Class A shares after 8 years.
(1)  Because  the Fund pays  Rule  12b-1  fees on its Class B shares,  long-term
     Class B  shareholders  could pay more than the economic  equivalent  of the
     maximum  front-end  sales charge  permitted by the National  Association of
     Securities Dealers,  Inc. There are currently no Rule 12b-1 fees of Class A
     shares of the Fund.
(2)  For the fiscal year ended  December 31,  1999,  the Adviser  assumed  Other
     Expenses in excess of 0.30%. The Adviser has contractually  agreed with the
     Fund to assume Other Expenses in excess of 0.30% for the fiscal year ending
     December 31, 2000.
(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.

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 expenses  assumed.  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                   $82        $341           $ 621       $1,419
Class B shares                  $558        $874          $1,215       $2,047*





                                       6
<PAGE>






If you do not redeem your shares:
Class A shares                     $ 82     $341     $   621     $1,419
Class B shares                     $158     $574     $1,015      $2,047*
*Assumes conversion to Class A shares eight years after purchase.

                               THE FUND IN DETAIL

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

OBJECTIVE:  The Fund seeks to earn a high rate of current  income that is exempt
from Federal income tax, including the AMT,  consistent with the preservation of
capital and maintenance of liquidity.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  primarily in high quality
short-term municipal instruments ("Municipal Securities") that are determined by
the Fund's Adviser to present minimal credit risk. The Fund invests at least 80%
of its total assets in Municipal  Securities  which pay interest  that is exempt
from federal income tax, including the AMT.  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 to borrow money for various public or private  projects.  The issuer
pays a fixed or variable  rate of interest,  and must repay the amount  borrowed
(the "principal") at maturity.

The Fund's portfolio is managed to meet regulatory  requirements that permit the
Fund to  maintain a stable  net asset  value  ("NAV") of $1.00 per share.  These
include   requirements   relating   to  the  credit   quality,   maturity,   and
diversification  of the  Fund's  investments.  For  example,  to be an  eligible
investment  for the Fund,  a  security  must have a  remaining  maturity  of 397
calendar  days or less.  The  security  must be rated in one of the two  highest
credit ratings  categories for short-term  securities by at least two nationally
recognized  statistical  rating  organizations  (or by one,  if only one  rating
service has rated the  security),  or if unrated,  be  determined  by the Fund's
Adviser to be of quality  equivalent to those in the two highest  credit ratings
categories.  The Fund must also  maintain a  dollar-weighted  average  portfolio
maturity of 90 days or less.

The Fund invests  significantly  in variable rate demand notes and bonds.  These
investments  may have maturities of more than thirteen  months,  but have demand
features  which allow the holder to demand  payment of  principal  plus  accrued
interest  within a period  of 397 days or less.  The  demand  features  have the
effect of reducing the  maturities of the  instruments  and  qualifying  them as
eligible  investments  for the Fund. The interest rate on a variable rate demand
note is reset at specified  intervals at a market rate. While this feature helps
protect against a decline in the security's  market price when interest rates go
up, it lowers the Fund's income when interest rates fall.

The Fund also buys investments backed by credit enhancements, such as letters of
credit,  which are designed to give  additional  protection  to  investors.  For
example, if an issuer of a note does not have the credit rating usually required
by the Fund,  another  company may use its higher  credit  rating to back up the
credit of the  issuer of the note by selling  the  issuer a letter of credit.  A
risk of  investing  in  investments  backed  by a letter  of  credit is that the
company issuing the letter of credit will not be able to fulfill its obligations
to the Fund.

In buying and selling  securities,  the Fund will consider  ratings  assigned by
ratings services as well as its own credit analysis.  The Fund considers,  among
other things, the issuer's earnings and cash flow generating  capabilities,  the
issuer's  yield and relative  value,  and the outlook for interest rates and the
economy. In the case of instruments with demand features or credit enhancements,
the Fund  considers  the  financial  strength of the party  providing the demand
feature or credit enhancement,  including any ratings assigned to such party. Up



                                       7
<PAGE>



to 20% of the Fund's net assets may be  invested  in high  quality  fixed-income
obligations,  the interest on which is subject to Federal income tax,  including
the AMT.  Information  on the Fund's  recent  holdings  can be found in the most
recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Although the Fund tries to maintain a $1.00 per share price,  it may not be able
to do so. It is therefore  possible to lose money by investing in the Fund. Here
are the principal risks of owning the Tax-Exempt Money Market Fund:

INTEREST RATE RISK: Like the values of other debt instruments, the market values
of money  market  instruments  are affected by changes in interest  rates.  When
interest rates rise, the market values of money market instruments  decline, and
when  interest  rates  decline,  the market  values of money market  instruments
increase. The price volatility of money market instruments also depends on their
maturities and durations.  Generally, the shorter the maturity and duration of a
money market instrument, the lesser its sensitivity to interest rates.

Interest  rate risk also  includes  the risk that in a declining  interest  rate
environment the Fund will have to invest the proceeds of maturing investments in
lower-yielding  investments.  The  yields  received  by the  Fund on some of its
investments will also decline as interest rates decline.  For example,  the Fund
invests in floating rate and variable rate bonds and notes.  When interest rates
decline, the yields paid on these securities may decline.

CREDIT  RISK:  A money  market  instrument's  credit  quality  depends  upon the
issuer's ability to pay interest on the security and,  ultimately,  to repay the
principal.  The lower the rating by one of the independent  bond-rating agencies
(for  example,  Moody's  Investors  Service,  Inc. or Standard & Poor's  Ratings
Group),  the greater the risk (in the rating  agency's  opinion) the  security's
issuer will  default,  or fail to meet its  repayment  obligations.  Direct U.S.
Treasury  obligations  (securities  backed  by the U.S.  government)  carry  the
highest credit ratings.  All things being equal,  money market  instruments with
greater  credit risk offer higher yields.  The amount of  information  about the
financial  condition of issuers of tax exempt debt is generally not as extensive
as that which is made available by issuers of taxable debt.

In the  case  of a  money  market  instrument  that  is  supported  by a  credit
enhancement,  the  credit  quality  of the  investment  depends  upon the credit
quality of the party  which  provides  the  enhancement.  The Fund's  ability to
maintain a stable share price may depend on these credit enhancements, which are
not backed by federal deposit insurance.






                                       8
<PAGE>





                      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  statistical
                      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:

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

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



                                       9
<PAGE>




                      o   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
they do 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.




                                       10
<PAGE>

                        INSURED INTERMEDIATE TAX EXEMPT


                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 5.34% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -3.70% (for
the  quarter  ended  March 31,  1994).  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") as of December  31, 1999.  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 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.




                                       11
<PAGE>





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

Class A Shares      (5.76)%     5.00%        3.71%              N/A
Class B Shares      (4.48)%     N/A          N/A                5.00%
Lehman Index        (2.06)%     6.90%        5.06%**            6.90%***
*    The annual returns are based upon calendar years.

** The average annual total return shown is for the period 11/30/93 to 12/31/99.
*** The average annual total return shown is for the period 1/1/95 to 12/31/99



   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    Fee Waivers and/or
                           Management       (12b-1)         Other          Operating          Expense             Net
                               Fees(1)      Fees (2)      Expenses(3)     Expenses(4)       Assumptions        Expenses(4)
                           ---------      ------------    -----------     -----------       -----------        -----------
                                                                                            (1),(2),(3)
<S>                        <C>            <C>             <C>             <C>            <C>                   <C>
                                                                                            -----------
Class  A  Shares  ......     0.60%           0.30%         0.28%             1.18%            0.43%               0.75%
Class  B  Shares  ......     0.60%           1.00%         0.28%             1.88%            0.38%               1.50%

</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, 1999,  the Adviser waived  Management
    Fees in excess of 0.40%. The Adviser has contractually  agreed with the Fund
    to waive  Management  Fees in  excess of 0.40% for the  fiscal  year  ending
    December 31, 2000.
(2) For the fiscal year ended  December 31, 1999,  the Adviser  waived all 12b-1
    fees on Class A shares.  The Adviser has contractually  agreed with the Fund
    to waive 12b-1 Fees in excess of 0.25% on Class A shares for the fiscal year
    ending December 31, 2000.  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) For the fiscal year ended  December  31,  1999,  the Adviser  assumed  Other
    Expenses in excess of 0.10%. The Adviser has  contractually  agreed with the
    Fund to assume Other  Expenses in excess of 0.10% for the fiscal year ending
    December 31, 2000.

(4) 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


                                       12
<PAGE>

    custodian. Any such fee reductions are not reflected under Total Annual Fund
    Operating Expenses or Net Expenses.


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 and  expenses  assumed.  Although  your
actual costs may be higher or lower,  under these  assumptions  your costs would
be:

<TABLE>
<CAPTION>
                                          ONE YEAR        THREE YEARS       FIVE YEARS         TEN YEARS
                                          --------        -----------       ----------         ---------
<S>                                       <C>             <C>               <C>                <C>

If you redeem your shares:
Class A shares                             $697              $936             $1,195            $1,931
Class B shares                             $553              $854             $1,181            $1,987*

If you do not redeem your shares:
Class A shares                             $697              $936             $1,195            $1,931
Class B shares                             $153              $554             $   981           $1,987*
*Assumes conversion to Class A shares eight years after purchase.
</TABLE>

                               THE FUND IN DETAIL


What  are the  Insured  Intermediate  Tax  Exempt  Fund's  objective,  principal
investment strategies, and principal 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  at least 80% of its total
assets 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  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 in 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  statistical 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 other
words,  at least 65% of the Fund's  assets must be  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


                                       13
<PAGE>

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
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.  Up to 20% of the Fund's net assets
may be  invested  in  securities,  the  interest  of which is subject to Federal
income tax,  including  the AMT. 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 An investment
offering greater potential rewards generally carries greater risks. 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, and 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.


                                       14
<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 invests primarily
                      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  statistical  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:


                         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 AMT,
                        o   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

                                       15
<PAGE>

                         o  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 for each of
the last ten calendar years.  The performance of Class B shares differs from the
performance  of Class A shares  shown in the bar chart only to the  extent  that
they do 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.


                                       16
<PAGE>


                               INSURED TAX EXEMPT

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 6.44% (for the
quarter  ended March 31, 1995) and the lowest  quarterly  return was -5.43% (for
the  quarter  ended  March 31,  1994).  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") as of December  31, 1999.  This table  assumes that the
maximum  sales  charge  or CDSC was paid.  The  Lehman  Index is a total  return
performance  benchmark for the  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.


                                       17
<PAGE>

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


Class A Shares    (9.62)%    4.26%         4.93%            N/A
Class B Shares    (8.14%)    N/A           N/A              4.40%
Lehman Index      (2.06)%    6.90%         6.88%            6.90%**
*   The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.


         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)

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


Class  A  Shares  ....      0.70%         0.27%        0.15%        1.12%
Class  B  Shares  ....      0.70%         1.00%        0.15%        1.85%

*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) 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.
(2) 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.



                                       18
<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.
Although your actual costs may be higher or lower,  under these assumptions your
costs would be:

<TABLE>
<CAPTION>
                                   ONE YEAR        THREE YEARS       FIVE YEARS      TEN YEARS
<S>                                <C>             <C>               <C>             <C>

If you redeem your shares:
Class A shares                       $732             $959             $1,203          $1,903
Class B shares                       $588             $882             $1,201          $1,978*

If you do not redeem your shares:
Class A shares                       $732             $959             $1,203          $1,903
Class B shares                       $188             $582             $1,001          $1,978*
*Assumes conversion to Class A shares eight years after purchase.
</TABLE>

                               THE FUND IN DETAIL


     What are the Insured Tax Exempt Fund's objective, principal investment
                        strategies, and principal 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  at least 80% of its total
assets in municipal  bonds that pay interest that is exempt from federal  income
tax,  including  the AMT.  The Fund may also invest in other types of  Municipal
Securities  ("Municipal  Securities").  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 in 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  statistical 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 other
words,  at least 80% of the Fund's  assets must be  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


                                       19
<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 in price more than
other bonds in response to interest  rate changes and  therefore  they 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.  Up to 20% of the
Fund's  net assets may be  invested  in  securities,  the  interest  of which is
subject to Federal income tax,  including the AMT. 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.  An
investment  offering greater  potential rewards generally carries greater risks.
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, and 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
for the insurance directly or indirectly. It is also important to emphasize that


                                       20
<PAGE>

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.  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.

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 in price  significantly  more than other bonds as the
result of interest rate changes.




                                       21
<PAGE>

                       SINGLE STATE INSURED TAX FREE FUNDS

                                    OVERVIEW


OBJECTIVE:            The New York  Insured  Tax Free Fund ("New York Fund") and
                      each  fund  of  the  Multi-State  Insured  Tax  Free  Fund
                      (collectively  with the New York Fund,  the "Single  State
                      Insured Tax Free  Funds" or "Funds")  seek 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 Alternative Minimum Tax ("AMT").


PRIMARY
INVESTMENT
STRATEGIES:           Each  Fund  invests  in  municipal   bonds  and  Municipal
                      Securities  that pay interest  that is exempt from federal
                      income  tax,  including  the  federal  AMT, as well as any
                      applicable  income  tax  for  individual  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 are not 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  statistical  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  issuers.  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.

                                       22
<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 individual 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 or similar business  accounts.
                      Different  tax  rules  apply  to  corporations  and  other
                      entities.

           How have the Single State Insured Tax Free Funds performed?

The  following  bar charts and tables 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
charts show changes in the performance of each Fund's Class A shares for each of
the last ten calendar  years, or from year to year over the life of the Fund, if
shorter.  The  performances  of Class B shares differ from the  performances  of
Class A shares  shown in the bar charts only to the extent that they do not have
the same expenses.  The bar charts do 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.


The 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") as of December 31,
1999.  The tables  assume that the maximum  sales  charge or CDSC was paid.  The
Lehman Index is a total return  performance  benchmark for the 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.


                                       23
<PAGE>
                                    NEW YORK

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 6.70% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.68% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

New York Fund
- -------------
Class A Shares    (9.69)%    4.09%       5.00%          N/A
Class B Shares    (8.17)%    N/A         N/A            4.22%
Lehman Index      (2.06)%    6.90%       6.88%          6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.


                                       24
<PAGE>


                                    ARIZONA


                                [OBJECT OMITTED]


During the periods shown, the highest quarterly return was 8.03%(for the quarter
ended  March 31,  1995),  and the lowest  quarterly  return was -6.24% (for the
quarter ended March 31, 1994).  THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY
INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

ARIZONA FUND
- ------------
Class A Shares+       (8.02)%     5.56%         6.09%             N/A
Class B Shares        (6.49)%     N/A           N/A               5.57%
Lehman Index          (2.06)%     6.90%         7.00%++           6.90%**
+   Class A shares commenced operations on 11/1/90.

++ The average annual total return shown is for the period 10/31/90 to 12/31/99.
*  The annual returns are based upon calendar  years.
** The average annual total
   return shown is for the period 1/1/95 to 12/31/99.


                                       25
<PAGE>


                                   CALIFORNIA

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.28% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.57% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

CALIFORNIA FUND
- ---------------
Class A Shares    (8.93)%    5.44%       6.10%         N/A
Class B Shares    (7.52)%    N/A         N/A           5.43%
Lehman Index      (2.06)%    6.90%       6.88%         6.90%**

* The annual returns are based upon calendar years.

** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       26
<PAGE>
                                    COLORADO


                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.79% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -6.51% (for
the  quarter  ended  March 31,  1994).  The  Fund's  past  performance  does not
necessarily indicate how the Fund will perform in the future.

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

COLORADO FUND
- -------------
Class A Shares+   (8.29)%    5.68%         5.57%             N/A
Class B Shares    (6.85)%    N/A           N/A               5.72%
Lehman Index      (2.06)%    6.90%         6.31%++           6.90%**

+   Class A shares commenced operations on 5/4/92.
++  The average annual total return shown is for the period 4/30/92 to 12/31/99.
*   The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.



                                       27
<PAGE>

                                  CONNECTICUT


                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.41% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -6.33% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.


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

CONNECTICUT FUND
- ----------------
Class A Shares+   (8.06)%    5.16%         5.57%             N/A
Class B Shares    (6.56)%    N/A           N/A               5.21%
Lehman Index      (2.06)%    6.90%         7.15%++           6.90%**

+  Class A shares commenced operations on 10/8/90.
++ The average annual total return shown is for the period 9/30/90 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.



                                       28
<PAGE>


                                    FLORIDA

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.39% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.76% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

FLORIDA FUND
- ------------
Class A Shares+   (9.02)%    5.28%         6.03%               N/A
Class B Shares    (7.50)%    N/A           N/A                 5.40%
Lehman Index      (2.06)%    6.90%         7.15%++             6.90%**

+  Class A shares commenced operations on 10/5/90.
++ The average annual total return shown is for the period 9/30/90 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.



                                       29
<PAGE>
                                    GEORGIA

                                [OBJECT OMITTED]

During the periods shown, the highest quarterly return was 7.19%
(for the quarter  ended March 31,  1995),  and the lowest  quarterly  return was
- -5.48% (for the quarter ended March 31, 1994).  THE FUND'S PAST PERFORMANCE DOES
NOT NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.



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

GEORGIA FUND
- ------------
Class A Shares+   (9.08)%    5.46%          5.41%             N/A
Class B Shares    (7.63)%    N/A            N/A               5.50%
Lehman Index      (2.06)%    6.90%          6.31%++           6.90%**

+  Class A shares commenced operations on 5/1/92.
++ The average annual total return shown is for the period 4/30/92 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.


                                       30
<PAGE>


                                    MARYLAND

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.02% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.79% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.


                                                                  Inception
                                                 Inception        Class B Shares
                      1 Year*      5 Years*      Class A Shares   (1/12/95)
MARYLAND FUND
- -------------

Class A Shares+       (8.64)%       5.29%          5.87%             N/A
Class B Shares        (7.20)%       N/A            N/A               5.38%
Lehman Index          (2.06)%       6.90%          7.15%++           6.90%**
+  Class A shares commenced operations on 10/8/90.
++ The average annual total return shown is for the period 9/30/90 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.





                                       31
<PAGE>

                                 MASSACHUSETTS

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 6.54% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -4.80% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

MASSACHUSETTS FUND
- ------------------
Class A Shares       (8.48)%       4.71%         5.72%           N/A
Class B Shares       (7.06)%       N/A           N/A             4.78%
Lehman Index         (2.06)%       6.90%         6.88%           6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       32
<PAGE>

                                    MICHIGAN

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.48% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.94% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

MICHIGAN FUND
- -------------
Class A Shares    (8.70)%    5.07%       6.09%          N/A
Class B Shares    (7.21)%    N/A         N/A            5.11%
Lehman Index      (2.06)%    6.90%       6.88%          6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       33
<PAGE>

                                   MINNESOTA

                                [OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 6.88% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.56% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

                                                      Inception
                                                      Class B Shares
                  1 Year*    5 Years*   10 Years*     (1/12/95)
MINNESOTA FUND
- --------------
Class A Shares    (7.78)%    4.94%      5.59%         N/A
Class B Shares    (6.36)%    N/A        N/A           5.03%
Lehman Index      (2.06)%    6.90%      6.88%         6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       34
<PAGE>
                                    MISSOURI

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.76% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -6.36% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

MISSOURI FUND
- -------------

Class A Shares+     (8.11)%     5.70%       5.38%            N/A
Class B Shares      (6.67)%     N/A         N/A              5.70%
Lehman Index        (2.06)%     6.90%       6.31%++          6.90%**

+  Class A shares commenced operations on 5/4/92.
++ The average annual total return shown is for the period 4/30/92 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       35
<PAGE>

                                   NEW JERSEY

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 6.78% (for the
quarter ended March 31, 1995),  and the lowest quarterly return was -5.36 % (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

NEW JERSEY FUND
- ---------------
Class A Shares     (8.19)%     4.82%       5.83%         N/A
Class B Shares     (6.74)%     N/A         N/A           4.82%
Lehman Index       (2.06)%     6.90%       6.88%         6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       36
<PAGE>
                                 NORTH CAROLINA

                                [OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 7.85% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -6.89% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

NORTH CAROLINA FUND
- -------------------
Class A Shares+       (8.46)%     5.66%       5.09%             N/A
Class B Shares        (7.06)%     N/A         N/A               5.69%
Lehman Index          (2.06)%     6.90%       6.31%++           6.90%**

+ Class A shares commenced operations on 5/4/92.

++ The average  annual total return shown is for the period 4/30/92 to 12/31/99.
*  The annual returns are based upon calendar years. ** The average annual total
   return shown is for the period 1/1/95 to 12/31/99.




                                       37
<PAGE>

                                      OHIO

                                [OBJECT OMITTED]


During  the  periods  shown,  the  highest  quarterly  return was 7.29% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.77% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

OHIO FUND
- ---------
Class A Shares    (7.93)%    5.20%     6.05%      N/A
Class B Shares    (6.49)%    N/A       N/A        5.21%
Lehman Index      (2.06)%    6.90%     6.88%      6.90%**

*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.



                                       38
<PAGE>
                                     OREGON

                                [OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 7.62% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -6.85% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

OREGON FUND
- -----------
Class A Shares+  (8.07)%      5.63%        4.96%            N/A
Class B Shares   (6.74)%      N/A          N/A              5.65%
Lehman Index     (2.06)%      6.90%        6.31%++          6.90%**
+ Class A shares commenced operations on 5/4/92.
++ The average annual total return shown is for the period 4/30/92 to 12/31/99.
* The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.





                                       39
<PAGE>
                                  PENNSYLVANIA

                                [OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 7.78% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -5.90% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.


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

PENNSYLVANIA FUND
- -----------------

Class A Shares+     (8.32)%     5.18%       5.94%             N/A
Class B Shares      (6.91)%     N/A         N/A               5.25%
Lehman Index        (2.06)%     6.90%       7.16%++           6.90%**
+  Class A shares commenced operations on 4/30/90.
++ The average annual total return shown is for the period 4/30/90 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.



                                       40

<PAGE>
                                    VIRGINIA

                                [OBJECT OMITTED]

During  the  periods  shown,  the  highest  quarterly  return was 7.27% (for the
quarter ended March 31, 1995),  and the lowest  quarterly return was -7.82% (for
the  quarter  ended  March 31,  1994).  THE  FUND'S  PAST  PERFORMANCE  DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

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

VIRGINIA FUND
- -------------

Class A Shares+  (8.68)%      5.03%         5.80%             N/A
Class B Shares   (7.30)%      N/A           N/A               5.06%
Lehman Index     (2.06)%      6.90%         7.16%++           6.90%**
+  Class A shares commenced operations on 4/30/90.
++ The average annual total return shown is for the period 4/30/90 to 12/31/99.
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 1/1/95 to 12/31/99.




                                       41
<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.
<TABLE>
<CAPTION>
                                                                         Class A           Class B
<S>                                                                      <C>               <C>
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%**
</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.

Annual Fund operating expenses
(expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>

                                               DISTRIBUTION                       TOTAL         FEE WAIVERS
                                               AND SERVICE                     ANNUAL FUND    AND/OR EXPENSE
                               MANAGEMENT      (12B-1)        OTHER             OPERATING      ASSUMPTIONS
                                FEES ( 1)      FEES (2)       EXPENSES(3)     EXPENSES(4)       (1), (3)      NET EXPENSES(4)
                               ---------       --------       -----------     -----------       --------      ---------------
<S>                            <C>             <C>            <C>             <C>             <C>
NEW YORK FUND
- -------------
Class A Shares                    0.75%         0.30%             0.16%         1.21%          0.12%            1.09%
Class B Shares                    0.75%         1.00%             0.16%         1.91%          0.12%            1.79%


ARIZONA FUND
- ------------
Class A Shares                    0.75%         0.20%             0.20%         1.15%          0.50%            0.65%
Class B Shares                    0.75%         1.00%             0.20%         1.95%          0.50%            1.45%


CALIFORNIA FUND
- ---------------
Class A Shares                    0.75%         0.20%             0.22%         1.17%          0.52%            0.65%
Class B Shares                    0.75%         1.00%             0.22%         1.97%          0.52%            1.45%


COLORADO FUND
- -------------
Class A Shares                    0.75%         0.20%             0.33%         1.28%          0.78%            0.50%
Class B Shares                    0.75%         1.00%             0.33%         2.08%          0.78%            1.30%


CONNECTICUT FUND
- ----------------
Class A Shares                    0.75%         0.20%             0.20%         1.15%          0.35%            0.80%
Class B Shares                    0.75%         1.00%             0.20%         1.95%          0.35%            1.60%


FLORIDA FUND
- ------------
Class A Shares                    0.75%         0.20%             0.17%         1.12%          0.32%            0.80%
Class B Shares                    0.75%         1.00%             0.17%         1.92%          0.32%            1.60%


GEORGIA FUND
- ------------
Class A Shares                    0.75%         0.20%             0.24%         1.19%          0.69%            0.50%
Class B Shares                    0.75%         1.00%             0.24%         1.99%          0.69%            1.30%
</TABLE>



                                       42
<PAGE>


<TABLE>
<CAPTION>

                                               DISTRIBUTION                       TOTAL         FEE WAIVERS
                                               AND SERVICE                     ANNUAL FUND    AND/OR EXPENSE
                               MANAGEMENT      (12B-1)        OTHER             OPERATING      ASSUMPTIONS
                                FEES ( 1)      FEES (2)       EXPENSES(3)     EXPENSES(4)       (1), (3)      NET EXPENSES(4)
                               ---------       --------       -----------     -----------       --------      ---------------
<S>                               <C>          <C>               <C>          <C>              <C>             <C>

MARYLAND FUND
- -------------
Class A Shares                    0.75%         0.20%             0.20%         1.15%          0.50%            0.65%
Class B Shares                    0.75%         1.00%             0.20%         1.95%          0.50%            1.45%


MASSACHUSETTS FUND
- ------------------
Class A Shares                    0.75%         0.20%             0.20%         1.15%          0.35%            0.80%
Class B Shares                    0.75%         1.00%             0.20%         1.95%          0.35%            1.60%


MICHIGAN FUND
- -------------
Class A Shares                    0.75%         0.20%             0.17%         1.12%          0.25%            0.87%
Class B Shares                    0.75%         1.00%             0.17%         1.92%          0.25%            1.67%


MINNESOTA FUND
- --------------
Class A Shares                    0.75%         0.20%             0.30%         1.25%          0.75%            0.50%
Class B Shares                    0.75%         1.00%             0.30%         2.05%          0.75%            1.30%


MISSOURI FUND
- -------------
Class A Shares                    0.75%         0.20%             0.55%         1.50%          1.00%            0.50%
Class B Shares                    0.75%         1.00%             0.55%         2.30%          1.00%            1.30%


NEW JERSEY FUND
- ---------------
Class A Shares                    0.75%         0.20%             0.17%         1.12%          0.15%            0.97%
Class B Shares                    0.75%         1.00%             0.17%         1.92%          0.15%            1.77%


NORTH CAROLINA FUND
- -------------------
Class A Shares                    0.75%         0.20%             0.29%         1.24%          0.74%            0.50%
Class B Shares                    0.75%         1.00%             0.29%         2.04%          0.74%            1.30%


OHIO FUND
- ---------
Class A Shares                    0.75%         0.20%             0.22%         1.17%          0.37%            0.80%
Class B Shares                    0.75%         1.00%             0.22%         1.97%          0.37%            1.60%


OREGON FUND
- -----------
Class A Shares                    0.75%         0.20%             0.26%         1.21%          0.56%            0.65%
Class B Shares                    0.75%         1.00%             0.26%         2.01%          0.56%            1.45%


PENNSYLVANIA FUND
- -----------------
Class A Shares                    0.75%         0.20%             0.16%         1.11%          0.25%            0.86%
Class B Shares                    0.75%         1.00%             0.16%         1.91%          0.25%            1.66%


VIRGINIA FUND
- -------------
Class A Shares                    0.75%         0.20%             0.22%         1.17%          0.37%            0.80%
Class B Shares                    0.75%         1.00%             0.22%         1.97%          0.37%            1.60%
</TABLE>


(1)  For the fiscal year ended December 31, 1999, the Adviser waived  Management
     Fees as follows:  in excess of 0.63% for New York Fund;  in excess of 0.30%
     for Arizona  Fund;  in excess of 0.50% for  California  Fund;  in excess of
     0.30% for Colorado Fund; in excess of 0.50% for Connecticut Fund; in excess
     of 0.50% for Florida  Fund;  in excess of 0.30% for Georgia Fund; in excess
     of 0.30% for Maryland Fund; in excess of 0.50% for  Massachusetts  Fund; in
     excess of 0.50% for Michigan  Fund; in excess of 0.30% for Minnesota  Fund;



                                       43
<PAGE>

     in excess of 0.30% for  Missouri  Fund;  in excess of 0.60% for New  Jersey
     Fund;  in excess of 0.30% for North  Carolina  Fund; in excess of 0.50% for
     Ohio  Fund;  in  excess of 0.30% for  Oregon  Fund;  in excess of 0.50% for
     Pennsylvania  Fund;  and in excess of 0.50% for Virginia  Fund. The Adviser
     has  contractually  agreed with the Funds to waive  Management Fees for the
     fiscal year ending December 31, 2000 as follows: in excess of 0.63% for New
     York  Fund;  in excess of 0.35% for  Arizona  Fund;  in excess of 0.35% for
     California  Fund; in excess of 0.30% for Colorado  Fund; in excess of 0.50%
     for  Connecticut  Fund;  in excess of 0.50% for Florida  Fund; in excess of
     0.30% for Georgia Fund; in excess of 0.35% for Maryland  Fund; in excess of
     0.50% for  Massachusetts  Fund;  in excess of 0.50% for Michigan  Fund;  in
     excess of 0.30% for Minnesota  Fund; in excess of 0.30% for Missouri  Fund;
     in  excess  of 0.60%  for New  Jersey  Fund;  in  excess of 0.35% for North
     Carolina  Fund;  in excess of 0.50% for Ohio  Fund;  in excess of 0.35% for
     Oregon Fund;  in excess of 0.50% for  Pennsylvania  Fund;  and in excess of
     0.50% for Virginia Fund.
(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)  For the fiscal year ended  December 31,  1999,  the Adviser  assumed  Other
     Expenses of certain  Funds as follows:  in excess of 0.0% for Arizona Fund;
     in excess  of 0.10% for  California  Fund;  in excess of 0.0% for  Colorado
     Fund;  in  excess  of 0.10% for  Connecticut  Fund;  in excess of 0.10% for
     Florida  Fund;  in excess of 0.0% for Georgia  Fund;  in excess of 0.0% for
     Maryland Fund; in excess of 0.10% for Massachusetts Fund; in excess of 0.0%
     for Minnesota  Fund; in excess of 0.0% for Missouri Fund; in excess of 0.0%
     for North  Carolina  Fund;  in excess of 0.10% for Ohio Fund;  in excess of
     0.0% for Oregon Fund; and in excess of 0.10% for Virginia Fund. The Adviser
     has  contractually  agreed  with the  Multi-State  Insured Tax Free Fund to
     assume the Other  Expenses  of  certain  of the Funds for the  fiscal  year
     ending  December 31, 2000 as follows:  in excess of 0.10% for Arizona Fund;
     in excess  of 0.10% for  California  Fund;  in excess of 0.0% for  Colorado
     Fund;  in  excess  of 0.10% for  Connecticut  Fund;  in excess of 0.10% for
     Florida  Fund;  in excess of 0.0% for Georgia  Fund; in excess of 0.10% for
     Maryland Fund; in excess of 0.10% for Massachusetts Fund; in excess of 0.0%
     for Minnesota  Fund; in excess of 0.0% for Missouri Fund; in excess of 0.0%
     for North  Carolina  Fund;  in excess of 0.10% for Ohio Fund;  in excess of
     0.10% for Oregon Fund; and in excess of 0.10% for Virginia Fund.
(4)  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.

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) a Fund's  operating  expenses remain the same,  except
for year one which is net of fees waived and/or expenses assumed.  Although your
actual costs may be higher or lower,  under these  assumptions  your costs would
be:

<TABLE>
<CAPTION>
                                         ONE YEAR        THREE YEARS       FIVE YEARS         TEN YEARS
                                         --------        -----------       ----------         ---------

If you redeem your shares:
<S>                                      <C>             <C>               <C>                <C>
NEW YORK FUND
- -------------
Class A shares                             $729             $974             $1,238            $1,989
Class B shares                             $582             $888             $1,220            $2,041*

ARIZONA FUND
- ------------
Class A shares                             $687             $921             $1,173            $1,893
Class B shares                             $548             $864             $1,206            $2,026*



                                       44
<PAGE>


                                         ONE YEAR        THREE YEARS       FIVE YEARS         TEN YEARS
                                         --------        -----------       ----------         ---------
CALIFORNIA FUND
- ---------------
Class A shares                             $687             $925             $1,181           $1,913
Class B shares                             $548             $868             $1,214           $2,046*

COLORADO FUND
- -------------
Class A shares                             $673             $933             $1,213            $2,009
Class B shares                             $532             $876             $1,247            $2,142*

CONNECTICUT FUND
- ----------------
Class A shares                             $702             $935             $1,187            $1,906
Class B shares                             $563             $878             $1,220            $2,039*

FLORIDA FUND
- ------------
Class A shares                             $702             $929             $1,174            $1,876
Class B shares                             $563             $872             $1,207            $2,009*

GEORGIA FUND
- ------------
Class A shares                             $673             $915             $1,176            $1,920
Class B shares                             $532             $858             $1,209            $2,053*

MARYLAND FUND
- -------------
Class A shares                             $687             $921             $1,173            $1,893
Class B shares                             $548             $864             $1,206            $2,026*

MASSACHUSETTS FUND
- ------------------
Class A shares                             $702             $935             $1,187            $1,906
Class B shares                             $563             $878             $1,220            $2,039*

MICHIGAN FUND
- -------------
Class A shares                             $708             $935             $1,181            $1,882
Class B shares                             $570             $879             $1,214            $2,015*

MINNESOTA FUND
- --------------
Class A shares                             $673             $927             $1,201            $1,980
Class B shares                             $532             $870             $1,234            $2,113*

MISSOURI FUND
- -------------
Class A shares                             $673             $977             $1,303            $2,223
Class B shares                             $532             $922             $1,339            $2,356*

NEW JERSEY FUND
- ---------------
Class A shares                             $718             $945             $1,190            $1,890
Class B shares                             $580             $889             $1,223            $2,023*

NORTH CAROLINA FUND
- -------------------
Class A shares                             $673             $925             $1,197            $1,970
Class B shares                             $532             $868             $1,230            $2,103*

OHIO FUND
- ---------
Class A shares                             $702             $939             $1,195            $1,926
Class B shares                             $563             $883             $1,228            $2,058*



                                       45
<PAGE>
                                         ONE YEAR        THREE YEARS       FIVE YEARS         TEN YEARS
                                         --------        -----------       ----------         ---------

OREGON FUND
- -----------
Class A shares                             $687             $933             $1,198            $1,953
Class B shares                             $548             $876             $1,231            $2,086*

PENNSYLVANIA FUND
- -----------------
Class A shares                             $707             $933             $1,176            $1,871
Class B shares                             $569             $876             $1,208            $2,004*

VIRGINIA FUND
- -------------
Class A shares                             $702             $939             $1,195            $1,926
Class B shares                             $563             $883             $1,228            $2,058*


If you do not redeem your shares:

NEW YORK FUND
- -------------
Class A shares                             $729             $974             $1,238            $1,989
Class B shares                             $182             $588             $1,020            $2,041*

ARIZONA FUND
- ------------
Class A shares                             $687             $921             $1,173            $1,893
Class B shares                             $148             $564             $1,006            $2,026*

CALIFORNIA FUND
- ---------------
Class A shares                             $687             $925             $1,181            $1,913
Class B shares                             $148             $568             $1,014            $2,046*

COLORADO FUND
- -------------
Class A shares                             $673             $933             $1,213            $2,009
Class B shares                             $132             $576             $1,047            $2,142*

CONNECTICUT FUND
- ----------------
Class A shares                             $702             $935             $1,187            $1,906
Class B shares                             $163             $578             $1,020            $2,039*

FLORIDA FUND
- ------------
Class A shares                             $702             $929             $1,174            $1,876
Class B shares                             $163             $572             $1,007            $2,009*

GEORGIA FUND
- ------------
Class A shares                             $673             $915             $1,176            $1,920
Class B shares                             $132             $558             $1,009            $2,053

MARYLAND FUND
- -------------
Class A shares                             $687             $921             $1,173            $1,893
Class B shares                             $148             $564             $1,006            $2,026*

MASSACHUSETTS FUND
- ------------------
Class A shares                             $702             $935             $1,187            $1,906
Class B shares                             $163             $578             $1,020            $2,039*

MICHIGAN FUND
- -------------
Class A shares                             $708             $935             $1,181            $1,882
Class B shares                             $170             $579             $1,014            $2,015*




                                       46
<PAGE>
                                         ONE YEAR        THREE YEARS       FIVE YEARS         TEN YEARS
                                         --------        -----------       ----------         ---------
MINNESOTA FUND
- --------------
Class A shares                             $673             $927             $1,201            $1,980
Class B shares                             $132             $570             $1,034            $2,113*

MISSOURI FUND
- -------------
Class A shares                             $673             $977             $1,303            $2,223
Class B shares                             $132             $622             $1,139            $2,356*

NEW JERSEY FUND
- ---------------
Class A shares                             $718             $945             $1,190            $1,890
Class B shares                             $180             $589             $1,023            $2,023*

NORTH CAROLINA FUND
- -------------------
Class A shares                             $673             $925             $1,197            $1,970
Class B shares                             $132             $568             $1,030            $2,103*

OHIO FUND
- ---------
Class A shares                             $702             $939             $1,195            $1,926
Class B shares                             $163             $583             $1,028            $2,058*

OREGON FUND
- -----------
Class A shares                             $687             $933             $1,198            $1,953
Class B shares                             $148             $576             $1,031            $2,086*

PENNSYLVANIA FUND
- -----------------
Class A shares                             $707             $933             $1,176            $1,871
Class B shares                             $169             $576             $1,008            $2,004*

VIRGINIA FUND
- -------------
Class A shares                             $702             $939             $1,195            $1,926
Class B shares                             $163             $583             $1,028            $2,058*
</TABLE>

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

                               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 at least 80% of its total
assets in municipal  bonds and other types of Municipal  Securities  ("Municipal
Securities") that pay interest that is exempt from federal income tax, including
the  federal  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.



                                       47
<PAGE>

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  individual  residents  of the state.  At least 65% of each
Fund's  assets will be invested in municipal  bonds and  securities  of a single
state. For example,  the New York Fund will invest at least 65% of its assets in
New York  bonds,  the New Jersey  Fund will invest at least 65% of its assets 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
are 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  investments in the Florida Fund will not be
subject to 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  statistical 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 other  words,  at least  65% of each  Fund's  assets  must be  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
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  in price more than other bonds in response to interest  rate  changes
and  therefore  they  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.  Up to 20% of each
Fund's  net assets may be  invested  in  securities,  the  interest  on which is
subject to federal income tax, including the federal AMT. 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


                                       48
<PAGE>

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.  An
investment  offering greater  potential rewards generally carries greater risks.
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, and 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.

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 in price  significantly more than other bonds
as the result of interest rate changes.



                                       49
<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 48 mutual funds or series of funds
with total net assets of over $5 billion.  FIMCO  supervises  all aspects of the
Funds'  operations  and determines the Funds'  portfolio  transactions.  For the
fiscal year ended December 31, 1999,  FIMCO  received  advisory fees as follows:
0.50% of average daily net assets for Tax-Exempt Money Market;  0.40% of average
daily net assets, net of waiver, for Insured Intermediate Tax Exempt Fund; 0.70%
of average daily net assets for Insured Tax Exempt Fund;  0.63% of average daily
net assets, net of waiver, for New York Fund; 0.30% of average daily net assets,
net of waiver,  for Arizona  Fund;  0.50% of average  daily net  assets,  net of
waiver,  for California Fund; 0.30% of average daily net assets,  net of waiver,
for  Colorado  Fund;  0.50% of average  daily net  assets,  net of  waiver,  for
Connecticut Fund; 0.50% of average daily net assets,  net of waiver, for Florida
Fund; 0.30% of average daily net assets,  net of waiver, for Georgia Fund; 0.30%
of average daily net assets,  net of waiver, for Maryland Fund; 0.50% of average
daily net assets, net of waiver, for Massachusetts  Fund; 0.50% of average daily
net assets, net of waiver, for Michigan Fund; 0.30% of average daily net assets,
net of waiver,  for Minnesota  Fund;  0.30% of average daily net assets,  net of
waiver, for Missouri Fund; 0.60% of average daily net assets, net of waiver, for
New Jersey Fund;  0.30% of average  daily net assets,  net of waiver,  for North
Carolina Fund; 0.50% of average daily net assets,  net of waiver, for Ohio Fund;
0.30% of average  daily net assets,  net of waiver,  for Oregon  Fund;  0.50% of
average daily net assets,  net of waiver,  for  Pennsylvania  Fund; and 0.50% of
average daily net assets, net of waiver, for Virginia Fund.


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.

                            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 Time ("E.T."),  on each
day the New York Stock Exchange ("NYSE") is open for regular trading.  These are
referred to as "Trading Days." The NYSE is closed on most national  holidays and
Good Friday.  In the event that the NYSE closes  early,  the share price will be
determined as of the time of the closing.

To calculate its NAV, each Fund,  other than the  Tax-Exempt  Money Market Fund,
first  values its  assets,  subtracts  its  liabilities,  and then  divides  the
balance,  called net assets, 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,  other than the Tax-Exempt Money Market 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.

The  Tax-Exempt  Money  Market Fund values its assets using the  amortized  cost
method which is intended to permit the Fund to maintain a stable $1.00 per share
for each class of shares.


                              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
broker-dealer ("Representative"). Your Representative will help you complete and


                                       50
<PAGE>


submit an application. Your initial investment must be at least $1,000. However,
we have lower initial investment  requirements for certain types of accounts and
offer automatic  investment  plans that allow you to open a Fund account with as
little as $50.  Subsequent  investments may be made in any amount.  You can also
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.

In the case of all Funds other than the  Tax-Exempt  Money Market  Fund,  if you
send your order  directly to 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,  N.J.  offices by 5 p.m.,
E.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.

In the case of the Tax  Exempt-Money  Market  Fund,  your  purchase  will not be
deemed to occur until the Fund receives federal funds for the purchase.  Federal
funds for a purchase  will  generally  not be received  until the morning of the
next Trading Day following the Trading Day on which your purchase check or other
form of payment is  received  in our  Woodbridge,  N.J.  offices.  If a check is
received in our Woodbridge,  N.J.  offices after the close of regular trading on
the NYSE,  the federal  funds for the purchase  will  generally  not be received
until the morning of the second following Trading Day.

If we receive a wire transfer for a purchase of the Tax-Exempt Money Market Fund
prior to 12:00 p.m.,  E.T., and you have previously  advised us that the wire is
on the way,  federal funds for the purchase will be deemed to have been received
on that same day. You must call before 12:00 p.m. 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 federal 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.


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 invested from the outset.

Class A shares of each Fund,  except the Tax-Exempt  Money Market 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.  The
Tax-Exempt  Money  Market  Fund's  Class A shares  are sold at NAV  without  any
initial or deferred sales charge.



                                       51
<PAGE>



                                 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 CDSC of 1.00%.

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

                                                            CDSC AS A PERCENTAGE
                                                            OF PURCHASE PRICE OR
                  YEAR OF REDEMPTION                        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


Class B shares of the Tax-Exempt  Money Market Fund are not available for direct
investment.  They may be  acquired  only  through an  exchange  from the Class B
shares of another First Investors  Fund.  While an exchange will be processed at
the relative NAVs of the shares involved, any CDSC on the shares being exchanged
will carry over to the new shares.


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 Fund, except
for the  Tax-Exempt  Money Market Fund,  has a separate Rule 12b-1 plan for each
class of shares.  The Tax-Exempt  Money Market Fund has only one plan,  which is


                                       52
<PAGE>

for its Class B shares. The plans provide for payments at annual rates (based on
average  daily net assets) of up to 0.30% on Class A shares and 1.00% on Class B
shares. No more than 0.25% 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,  over time  these  fees will  increase  the cost of your
investment and may cost you more than paying other types of sales charges.


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 over time. 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:

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

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


     o     Telephoning the Special Services  Department of ADM at 1-800-342-6231
           (telephone  redemptions  are not available on retirement  and certain
           other types of accounts); or

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

You may also  redeem  Tax-Exempt  Money  Market  Fund  shares by writing a check
against  your  money  market  fund  account  or  requesting  an  expedited  wire
redemption to a predesignated bank account. You may be charged a fee for certain
of these  privileges.  For  example,  each wire under $5,000 is subject to a $15
fee. Consult your Representative or call ADM at 1-800-423-4026 for details.

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  fails to meet the  minimum  account  balance  as a result of a
redemption, or 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


                                      53
<PAGE>


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 the same  class of any other
First  Investors  Fund  without  paying any  additional  sales  charge  with one
exception. If you are exchanging from the Tax-Exempt 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. 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,  each  Fund,  other than the
Tax-Exempt  Money  Market  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. The Tax-Exempt Money Market Fund will declare daily and
pay monthly dividends from net investment  income,  which generally  consists of
interest income on investments,  plus or minus all realized short-term gains and
losses on the Fund's securities, less expenses. The Tax-Exempt Money Market Fund
does not expect to realize any long-term  capital  gains.  Each Fund may make an
additional  distribution  in any year if necessary to avoid a Federal excise tax
on certain undistributed income and capital gain.


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 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).



                                       54
<PAGE>


                                What about taxes?


For individual shareholders, income dividends paid by the Funds should generally
be exempt from federal  income  taxes,  including  the federal  AMT.  Generally,
dividends  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,  from local  taxes.  For Florida
residents,  investments  in the  Florida  Fund should be exempt from the Florida
intangible  personal  property tax. For federal  income tax purposes,  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.  Distributions  by a
Fund of interest income from taxable obligations, if any, and short-term capital
gains  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 will 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.  For the  Tax-Exempt  Money  Market Fund,  if the Fund  maintains a
stable  share  price of $1.00,  your sale or  exchange  of Fund  shares will not
result in recognition of any taxable gain or loss. 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.





                                       55
<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 Tait, Weller & Baker, whose
report,  along with the Funds'  financial  statements,  are included in the SAI,
which is available upon request.

                                                    TAX-EXEMPT MONEY MARKET FUND

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE DATA
                                      -----------------------------------------------------------------------------------------

                                                     INCOME FROM INVESTMENTS OPERATIONS         LESS DISTRIBUTONS FROM
                                                    --------------------------------------    ------------------------

                                        NET ASSET                 NET REALIZED
                                            VALUE         NET   AND UNREALIZED  TOTAL FROM          NET      NET
                                        BEGINNING  INVESTMENT   GAIN (LOSS) ON  INVESTMENT   INVESTMENT  REALIZED         TOTAL
YEAR ENDED DECEMBER 31                  OF PERIOD      INCOME      INVESTMENTS  OPERATIONS        INCOME    GAIN  DISTRIBUTIONS
- ------------------------------------- ------------ ----------- -------------- ------------ ------------- -------- --------------
<S>                                    <C>         <C>          <C>             <C>          <C>         <C>      <C>
TAX-EXEMPT MONEY MARKET FUND
- ----------------------------
CLASS A
- -------
1995................................      $1.00        $.032           $__         $.032        $.032      $__          $.032
1996................................       1.00         .028            __          .028         .028       __           .028
1997................................       1.00         .030            __          .030         .030       __           .030
1998................................       1.00         .027            __          .027         .027       __           .027
1999................................       1.00         .026            __          .026         .026       __           .026

CLASS B
- -------
1995*...............................      $1.00        $.024           $__         $.024        $.024      $__          $.024
1996................................       1.00         .020            __          .020         .020       __           .020
1997................................       1.00         .022            __          .022         .022       __           .022
1998................................       1.00         .018            __          .018         .018       __           .018
1999................................       1.00         .018            __          .018         .018       __           .018

</TABLE>

 ....

*  For the period January 12,  1995 (date Class B shares were first  offered) to
   December 31, 1995.
** Calculated without sales charges.
+  Annualized.
++ Net of  expenses  waived or  assumed  by the  investment  adviser  and/or the
   transfer agent.






                                       56
<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                     RATIOS / SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------


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


      NET ASSET                                                  NET                      NET  PORTFOLIO
          VALUE                   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>       <C>

       $1.00        3.24         $25,045         .70         3.20       1.06          2.84       N/A
        1.00        2.85          22,888         .70         2.81       1.08          2.43       N/A
        1.00        3.00          18,680         .75         2.95       1.12          2.58       N/A
        1.00        2.77          16,310         .80         2.73       1.19          2.34       N/A
        1.00        2.61          16,478         .80         2.58       1.20          2.18       N/A

       $1.00        2.40            $.01        1.45         2.45       1.81          2.09       N/A
        1.00        2.04              80        1.45         2.06       1.83          1.68       N/A
        1.00        2.20              13        1.50         2.20       1.87          1.83       N/A
        1.00        1.78               1        1.55         1.98       1.94          1.59       N/A
        1.00        1.82               1        1.55         1.83       1.95          1.43       N/A

</TABLE>



                                                                 57
<PAGE>


<TABLE>
<CAPTION>
                                                 INSURED INTERMEDIATE TAX EXEMPT FUND

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


                                                     INCOME  FROM INVESTMENT OPERATIONS     LESS DISTRIBUTIONS FROM
                                                     ------------------------------------ --------------------------
                                        NET ASSET                NET REALIZED
                                            VALUE         NET  AND UNREALIZED  TOTAL FROM           NET      NET
                                        BEGINNING  INVESTMENT  GAIN (LOSS) ON  INVESTMENT    INVESTMENT  REALIZED         TOTAL
YEAR ENDED DECEMBER 31                  OF PERIOD      INCOME     INVESTMENTS  OPERATIONS        INCOME     GAIN  DISTRIBUTIONS
- ------------------------------------- ------------ ----------- --------------- ----------- ------------- -------- --------------
<S>                                      <C>          <C>            <C>          <C>           <C>        <C>          <C>

INSURED INTERMEDIATE TAX EXEMPT FUND
- ------------------------------------
CLASS A
- -------
1995................................      $5.43       $.301          $.419        $.720         $.300      $__          $.300
1996................................       5.85        .290          (.060)        .230          .290       __           .290
1997................................       5.79        .292           .140         .432          .292       __           .292
1998................................       5.93        .288           .086         .374          .294       __           .294
1999................................       6.01        .231          (.200)        .031          .231       __           .231

CLASS B
- -------
1995*...............................      $5.45       $.254          $.407        $.661         $.261      $__          $.261
1996................................       5.85        .235          (.055)        .180          .230       __           .230
1997................................       5.80        .234           .128         .362          .232       __           .232
1998................................       5.93        .226           .098         .324          .234       __           .234
1999................................       6.02        .173          (.202)       (.029)         .171       __           .171


 *   For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
**   Calculated without sales charges.
 +   Annualized.
++   Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       58
<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                              RATIOS / SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------



                                                                         RATIO TO AVERAGE NET
                                              RATIO TO AVERAGE NET     ASSETS BEFORE EXPENSES
                                                    ASSETS ++               WAIVED OR ASSUMED
                                              -----------------------  ----------------------
      NET ASSET                                                  NET                      NET  PORTFOLIO
          VALUE                                           INVESTMENT               INVESTMENT   TURNOVER
         END OF  TOTAL RETURN     NET ASSETS   EXPENSES       INCOME   EXPENSES        INCOME       RATE
         PERIOD      **(%)     END OF PERIOD        (%)          (%)        (%)           (%)        (%)
                              (IN THOUSANDS)
- --------------------------------------------------------------------------------------------------------
<S>    <C>         <C>         <C>              <C>          <C>        <C>            <C>       <C>

       $5.85       13.50       $7,017           .35          5.32       1.22           4.45      47
        5.79        4.07        7,415           .49          5.05       1.24           4.30      82
        5.93        7.68        7,344           .53          5.02       1.21           4.34      91
        6.01        6.47        8,674           .50          4.80       1.20           4.10     163
        5.81        0.51        8,263           .50          3.88       1.18           3.20     142

       $5.85       12.27         $378          1.35+         4.32+      1.92+          3.75+     47
        5.80        3.17          613          1.49          4.05       1.94           3.60      82
        5.93        6.39          808          1.53          4.02       1.91           3.64      91
        6.02        5.57        1,000          1.50          3.80       1.90           3.40     163
        5.82       (0.50)       1,154          1.50          2.88       1.88           2.50     142
</TABLE>



                                       59


<PAGE>

<TABLE>
<CAPTION>
                                                        INSURED TAX EXEMPT FUND

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


                                                                                               LESS DISTRIBUTIONS
                                                     INCOME  FROM INVESTMENT OPERATIONS                FROM
                                                     -------------------------------------     --------------------
                                       NET ASSET                 NET REALIZED
                                            VALUE         NET  AND UNREALIZED   TOTAL FROM          NET        NET
                                        BEGINNING  INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT   REALIZED         TOTAL
YEAR ENDED DECEMBER 31                  OF PERIOD      INCOME     INVESTMENTS   OPERATIONS       INCOME       GAIN  DISTRIBUTIONS
- ------------------------------------- ------------ ----------- --------------- ------------ ------------ ---------- -------------
<S>                                      <C>           <C>         <C>            <C>           <C>        <C>          <C>
INSURED TAX EXEMPT FUND
- -----------------------
CLASS A
- -------
1995................................      $9.42        $.524        $.952         $1.476        $.526      $__          $.526
1996................................      10.37         .510        (.233)          .277         .507       __           .507
1997................................      10.14         .502         .312           .814         .504       __           .504
1998................................      10.45         .475         .099           .574         .474       __           .474
1999................................      10.55         .515        (.889)         (.374)        .466       __           .466

CLASS B
- -------
1995*...............................      $9.48        $.438        $.891         $1.329        $.439      $__          $.439
1996................................      10.37         .441        (.242)          .199         .439       __           .439
1997................................      10.13         .429         .323           .752         .432       __           .432
1998................................      10.45         .400         .096           .496         .396       __           .396
1999................................      10.55         .431        (.877)         (.446)        .394       __           .394



     *  For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
    **  Calculated without sales charges.
     +  Annualized.
    ++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       60
<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                    RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------


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

      NET ASSET                                                  NET                      NET  PORTFOLIO
          VALUE                   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>         <C>
      $10.37       16.01      $1,372,752        1.14        5.25       N/A          N/A         37
       10.14        2.81       1,252,608        1.14        5.06       N/A          N/A         21
       10.45        8.27       1,191,815        1.14        4.93       N/A          N/A         13
       10.55        5.62       1,118,898        1.11        4.51       N/A          N/A         19
        9.71       (3.63)        958,668        1.12        5.03       N/A          N/A         31

       10.37      $14.27          $2,019        1.88+       4.45+      N/A          N/A         37
       10.13        2.03           3,046        1.83        4.37       N/A          N/A         21
       10.45        7.62           3,460        1.85        4.22       N/A          N/A         13
       10.55        4.83           3,878        1.83        3.79       N/A          N/A         19
        9.71       (4.31)          4,290        1.85        4.30       N/A          N/A         31
</TABLE>


                                       61



<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                      PER SHARE DATA
                                 ------------------------------------------------------------------------------------------


                                                  INCOME FROM INVESTMENT OPERATIONS      LESS DISTRIBUTIONS FROM
                                                -----------------------------------     ------------------------
                                   NET ASSET                 NET REALIZED
                                       VALUE          NET             AND     TOTAL FROM         NET  NET
                                   BEGINNING   INVESTMENT      UNREALIZED     INVESTMENT  INVESTMENT  REALIZED           TOTAL
YEAR ENDED DECEMBER 31             OF PERIOD       INCOME     GAIN (LOSS)     OPERATIONS      INCOME       GAIN  DISTRIBUTIONS
                                                           ON INVESTMENTS
- -------------------------------- ------------ ------------ --------------- -------------- ----------- ---------- --------------
<S>                                  <C>         <C>            <C>            <C>            <C>          <C>       <C>
NEW YORK FUND
- -------------
CLASS A
- -------
1995............................     $13.66       $ .738        $1.331         $2.069         $.740        $059     $.799
1996............................      14.93         .719         (.298)          .421          .720        .091      .811
1997............................      14.54         .709          .395          1.104          .708        .076      .784
1998............................      14.86         .674          .137           .811          .676        .145      .821
1999............................      14.85         .718        (1.249)         (.531)         .659          __      .659

CLASS B
- -------
1995*...........................     $13.76        $.616        $1.232         $1.848         $.619       $.059     $.678
1996............................      14.93         .617         (.306)          .311          .620        .091      .711
1997............................      14.53         .608          .406          1.014          .608        .076      .684
1998............................      14.86         .569          .134           .703          .568        .145      .713
1999............................      14.85         .618        (1.250)         (.632)         .558          __      .558


     * For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
    ** Calculated without sales charges.
     + Annualized.
    ++ Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       62
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                              RATIOS / SUPPLEMENTAL DATA
                --------------------------------------------------------------------------------------------------------------

                                                                              RATIO TO AVERAGE NET
                                                    RATIO TO AVERAGE         ASSETS BEFORE EXPENSES
                                                     NET ASSETS ++             WAIVED OR ASSUMED
                                                ---------------------      -------------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>
       $14.93         15.45          $215,259         1.23         5.10          N/A           N/A               53
        14.54          2.95           203,496         1.23         4.93          N/A           N/A               53
        14.86          7.82           195,273         1.17         4.86          1.22          4.81              24
        14.85          5.59           187,544         1.12         4.54          1.22          4.44              44
        13.66         (3.67)          164,622         1.09         4.99          1.21          4.87              55


       $14.93         13.66            $1,156         2.00+        4.34+         N/A           N/A               53
        14.53          2.18             2,242         1.93         4.23          N/A           N/A               53
        14.86          7.16             3,602         1.87         4.16          1.92          4.11              24
        14.85          4.84             5,271         1.82         3.84          1.92          3.74              44
        13.66         (4.34)            4,734         1.79         4.29          1.91          4.17              55
</TABLE>


                                       63

<PAGE>


<TABLE>
<CAPTION>
                                          MULTI-STATE INSURED TAX FREE FUND
- ------------------------------------------------------------------------------------------------------------------------------
                                                                          PER SHARE DATA
                                      ----------------------------------------------------------------------------------------

                                                                                           LESS DISTRIBUTIONS
                                                     INCOME FROM INVESTMENT OPERATIONS            FROM
                                                     ---------------------------------     ------------------
                                          NET ASSET                NET REALIZED
                                              VALUE         NET  AND UNREALIZED    TOTAL FROM         NET  NET
                                          BEGINNING  INVESTMENT     GAIN (LOSS)    INVESTMENT  INVESTMENT  REALIZED         TOTAL
YEAR ENDED DECEMBER 31                    OF PERIOD      INCOME  ON INVESTMENTS    OPERATIONS      INCOME     GAIN  DISTRIBUTIONS
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>            <C>         <C>           <C>     <C>
MULTI-STATE INSURED TAX FREE FUND
- ---------------------------------
ARIZONA FUND
- ------------
CLASS A
- -------
1995....................................    $11.71       $.665        $1.448         $2.113      $.673         --      $.673
1996....................................     13.15        .664         (.199)          .465       .665         --       .665
1997....................................     12.95        .658          .511          1.169       .659         --       .659
1998....................................     13.46        .657          .155           .812       .652         --       .652
1999....................................     13.62        .707         (.955)         (.248)      .662         __       .662

CLASS B
- -------
1995*...................................    $11.82       $.544        $1.340         $1.884      $.554         --      $.554
1996....................................     13.15        .565         (.201)          .364       .564         --       .564
1997....................................     12.95        .556          .500          1.056       .556         --       .556
1998....................................     13.45        .549          .155           .704       .544         --       .544
1999....................................     13.61        .603         (.948)         (.345)      .555         __       .555

CALIFORNIA FUND
- ---------------
CLASS A
- -------
1995....................................    $10.77       $.580        $1.335         $1.915      $.589      $.136      $.725
1996....................................     11.96        .576         (.128)          .448       .575       .073       .648
1997....................................     11.76        .569          .534          1.103       .570       .173       .743
1998....................................     12.12        .558          .190           .748       .554       .114       .668
1999....................................     12.20        .609         (.952)         (.343)      .558       .019       .577
CLASS B
- -------
1995*...................................    $10.87       $.472        $1.227         $1.699      $.483      $.136      $.619
1996....................................     11.95        .486         (.123)          .363       .480       .073       .553
1997....................................     11.76        .476          .532          1.008       .475       .173       .648
1998....................................     12.12        .458          .184           .642       .458       .114       .572
1999....................................     12.19        .511         (.949)         (.438)      .463       .019       .482



     *  For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
    **  Calculated without sales charges.
     +  Annualized.
    ++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       64

<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                               RATIOS / SUPPLEMENTAL DATA
                ---------------------------------------------------------------------------------------------------------------

                                                                             RATIO TO AVERAGE NET ASSETS
                                                    RATIO TO AVERAGE         BEFORE EXPENSES WAIVED OR
                                                      NET ASSETS++                    ASSUMED
                                                ------------------------     --------------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>
       $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
        13.62         6.17             10,873          .50          4.88         1.13         4.25               50
        12.71        (1.88)            11,746          .50          5.37         1.15         4.72               62

       $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
        13.61         5.33                489         1.30          4.08         1.93         3.45               50
        12.71        (2.60)               508         1.30          4.57         1.95         3.92               62

       $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
        12.20         6.31             14,614          .80          4.59         1.17         4.22               79
        11.28        (2.88)            13,383          .80          5.15         1.17         4.79               49

       $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
        12.19         5.40                479         1.60          3.79         1.97         3.42               79
        11.27        (3.67)               483         1.60          4.35         1.97         3.99               49
</TABLE>



                                       65

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                                   PER SHARE DATA
                             -------------------------------------------------------------------------------------------

                                               INCOME FROM INVESTMENT OPERATIONS     LESS DISTRIBUTIONS FROM
                                               ---------------------------------     -------------------------
                                                             NET REALIZED
                                  NET ASSET                           AND
                                      VALUE          NET       UNREALIZED   TOTAL FROM         NET        NET         TOTAL
                                  BEGINNING   INVESTMENT   GAIN (LOSS) ON   INVESTMENT  INVESTMENT   REALIZED  DISTRIBUTIONS
YEAR ENDED DECEMBER 31            OF PERIOD       INCOME      INVESTMENTS   OPERATIONS      INCOME       GAIN
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>          <C>          <C>           <C>          <C>
COLORADO FUND
- --------------
CLASS A
- -------
1995.............................   $11.24       $.668           $1.340       $2.008       $.668          --          $.668
1996.............................    12.58        .642            (.089)        .553        .643          --           .643
1997.............................    12.49        .638             .498        1.136        .636          --           .636
1998.............................    12.99        .644             .152         .796        .636          --           .636
1999.............................    13.15        .634            (.907)       (.273)       .637          __           .637
CLASS B
- -------
1995*............................   $11.35       $.564           $1.239       $1.803       $.573          --          $.573
1996.............................    12.58        .547            (.100)        .447        .547          --           .547
1997.............................    12.48        .539             .501        1.040        .540          --           .540
1998.............................    12.98        .538             .160         .698        .528          --           .528
1999.............................    13.15        .534            (.914)       (.380)       .530          __           .530
CONNECTICUT  FUND
- -----------------
CLASS A
- -------
1995.............................   $11.57       $.617           $1.333       $1.950       $.620          --          $.620
1996.............................    12.90        .619            (.202)        .417        .617          --           .617
1997.............................    12.70        .613             .471        1.084        .614          --           .614
1998.............................    13.17        .607             .186         .793        .603          --           .603
1999.............................    13.36        .651            (.902)       (.251)       .619          __           .619
CLASS B
- -------
1995*............................   $11.67       $.512           $1.242       $1.754       $.524          --          $.524
1996.............................    12.90        .522            (.204)        .318        .518          --           .518
1997.............................    12.70        .516             .470         .986        .516          --           .516
1998.............................    13.17        .500             .176         .676        .496          --           .496
1999.............................    13.35        .552            (.901)       (.349)       .511          __           .511


     *  For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
    **  Calculated without sales charges.
     +  Annualized.
    ++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>


                                       66

<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                      RATIOS / SUPPLEMENTAL DATA
                ----------------------------------------------------------------------------------------------------

                                                                              RATIO TO AVERAGE NET
                                                    RATIO TO AVERAGE         ASSETS BEFORE EXPENSES
                                                     NET ASSETS ++             WAIVED OR ASSUMED
                                              --------------------------  ---------------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>              <C>
       $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
        13.15         6.27           3,571             .40         4.96          1.26         4.10             25
        12.24        (2.15)          4,068             .47         4.99          1.28         4.18             40

       $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
        13.15         5.48             374            1.20         4.16          2.06         3.30             25
        12.24        (2.96)            372            1.27         4.19          2.08         3.38             40


       $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
        13.36          6.15         17,434             .80         4.58          1.16         4.22             25
        12.49         (1.93)        17,903             .80         5.04          1.15         4.69             47

       $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
        13.35          5.22          3,484            1.60         3.78          1.96         3.42             25
        12.49         (2.67)         3,205            1.60         4.24          1.95         3.89             47
</TABLE>

                                       67

<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                    PER SHARE DATA
                                   ---------------------------------------------------------------------------------------

                                                   INCOME FROM INVESTMENT OPERATIONS-      LESS DISTRIBUTIONS FROM
                                                   ----------------------------------  ---------------------------
                                                 NET ASSET                NET REALIZED
                                                     VALUE         NET  AND UNREALIZED  TOTAL FROM        NET     NET
                                              BEGINNING OF  INVESTMENT     GAIN (LOSS)  INVESTMENT INVESTMENT REALIZED        TOTAL
YEAR ENDED DECEMBER 31                              PERIOD      INCOME  ON INVESTMENTS  OPERATIONS     INCOME     GAIN DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>         <C>            <C>          <C>        <C>        <C>
FLORIDA  FUND
- -------------
CLASS A
- -------
1995..............................                $11.79        $.640        $1.527        $2.167       $.647     $--         $.647
1996..............................                 13.31         .623         (.198)         .425        .625      --          .625
1997..............................                 13.11         .624          .547         1.171        .624    .037          .661
1998..............................                 13.62         .616          .195          .811        .613    .068          .681
1999..............................                 13.75         .679        (1.074)        (.395)       .625      __          .625
CLASS B
- -------
1995*............................                 $11.87        $.529        $1.460        $1.989       $.549      $--        $.549
1996..............................                 13.31         .530         (.204)         .326        .526      --          .526
1997..............................                 13.11         .531          .552         1.083        .526    .037          .563
1998..............................                 13.63         .507          .186          .693        .505    .068          .573
1999..............................                 13.75         .572        (1.065)        (.493)       .517      __          .517

GEORGIA  FUND
- -------------
CLASS A
- -------
1995..............................                $11.33        $.653        $1.387        $2.040       $.650      $--        $.650
1996..............................                 12.72         .639         (.161)         .478        .648      --          .648
1997..............................                 12.55         .639          .578         1.217        .637      --          .637
1998..............................                 13.13         .645          .135          .780        .640      --          .640
1999..............................                 13.27         .633        (1.025)        (.392)       .638      __          .638
CLASS B
- -------
1995*.............................                $11.42        $.529        $1.303        $1.832       $.542      $--        $.542
1996..............................                 12.71         .563         (.183)         .380        .550      --          .550
1997..............................                 12.54         .524          .584         1.108        .538      --          .538
1998..............................                 13.11         .539          .133          .672        .532      --          .532
1999..............................                 13.25         .540        (1.029)        (.489)       .531      __          .531


*  For the period  January 12, 1995 (date Class B shares were first  offered) to December 31, 1995
** Calculated  without sales charges.
+  Annualized.
++ Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       68

<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                      RATIOS / SUPPLEMENTAL DATA
                 ------------------------------------------------------------------------------------------------------------------

                                                                            RATIO TO AVERAGE NET ASSETS
                                                   RATIO TO AVERAGE         BEFORE EXPENSES WAIVED OR
                                                     NET ASSETS ++                 ASSUMED
                                                -------------------------   -----------------------------
    NET ASSET                                                         NET                        NET      PORTFOLIO
        VALUE                     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>              <C>

       $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
        13.75        6.09             25,873          .80          4.50          1.10         4.20             44
        12.73       (2.93)            23,729          .80          5.12          1.12         4.80             68


       $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
        13.75        5.19                858         1.60          3.70          1.90         3.40             44
        12.74       (3.65)               789         1.60          4.32          1.92         4.00             68

       $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
        13.27        6.08              3,162          .40          4.92          1.20         4.12             36
        12.24       (3.04)             5,527          .48          4.99          1.19         4.28             57

       $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
        13.25        5.23                250         1.20          4.12          2.00         3.32             36
        12.23       (3.78)               296         1.28          4.19          1.99         3.48             57
</TABLE>

                                       69


<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                     PER SHARE DATA
                                   ---------------------------------------------------------------------------------------

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


                                           NET ASSET               NET REALIZED
                                               VALUE          NET  AND UNREALIZED   TOTAL FROM          NET       NET
                                           BEGINNING   INVESTMENT  GAIN (LOSS) ON   INVESTMENT   INVESTMENT  REALIZED          TOTAL
YEAR ENDED DECEMBER 31                     OF PERIOD       INCOME   INVESTMENTS     OPERATIONS       INCOME      GAIN  DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>          <C>           <C>        <C>           <C>         <C>

MARYLAND FUND
- -------------
CLASS A
- -------
1995..............................            $11.77        $.668        $1.348        $2.016     $.666          --         $.666
1996..............................             13.12         .650         (.235)         .415      .655          --          .655
1997..............................             12.88         .652          .549         1.201      .651          --          .651
1998..............................             13.43         .651          .186          .837      .647          --          .647
1999..............................             13.62         .658         (.994)        (.336)     .654          __          .654
CLASS B
- -------
1995*.............................            $11.85        $.561        $1.279        $1.840     $.570          --         $.570
1996..............................             13.12         .555         (.249)         .306      .556          --          .556
1997..............................             12.87         .551          .556         1.107      .547          --          .547
1998..............................             13.43         .543          .186          .729      .539          --          .539
1999..............................             13.62         .551         (.995)        (.444)     .546          __          .546

MASSACHUSETTS FUND
- ------------------
CLASS A
- -------
1995...............................             $11.01        $.612        $1.227        $1.839     $.613       $.016         $.629
1996...............................              12.22         .603         (.256)         .347      .602        .045          .647
1997...............................              11.92         .601          .356          .957      .603        .074          .677
1998...............................              12.20         .586          .049          .635      .578        .237          .815
1999...............................              12.02         .609         (.887)        (.278)     .572          __          .572
CLASS B
- -------
1995*..............................             $11.09        $.508        $1.155        $1.663     $.527       $.016         $.543
1996...............................              12.21         .514         (.263)         .251      .506        .045          .551
1997...............................              11.91         .508          .353          .861      .507        .074          .581
1998...............................              12.19         .488          .061          .549      .482        .237          .719
1999...............................              12.02         .520         (.894)        (.374)     .476          __          .476


*  For the period  January 12, 1995 (date Class B shares were first  offered) to December 31, 1995
** Calculated without sales charges.
+  Annualized.
++ Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       70


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                      RATIOS / SUPPLEMENTAL DATA
        --------------------------------------------------------------------------------------------------------------


                                                                            RATIO TO AVERAGE NET ASSETS
                                                   RATIO TO AVERAGE         BEFORE EXPENSES WAIVED OR
                                                     NET ASSETS ++                   ASSUMED
                                                -------------------------   ------------------------
    NET ASSET                                                         NET                        NET      PORTFOLIO
        VALUE        TOTAL        NET ASSETS                   INVESTMENT                 INVESTMENT       TURNOVER
       END OF       RETURN    END OF PERIOD      EXPENSES         INCOME     EXPENSES        INCOME           RATE
       PERIOD        **(%)    (IN THOUSANDS)           (%)            (%)          (%)           (%)            (%)
- --------------------------------------------------------------------------------------------------------------------
<S>    <C>          <C>             <C>                <C>          <C>          <C>          <C>                <C>

       $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
        13.62        6.38           11,280             .50          4.84         1.16         4.18               33
        12.63       (2.54)          12,579             .50          5.00         1.15         4.35               44

       $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
        13.62        5.54            2,215            1.30          4.04         1.96         3.38               33
        12.63       (3.33)           2,718            1.30          4.20         1.95         3.55               44

       $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
        12.02        5.33           22,421             .80          4.82         1.15         4.47               49
        11.17       (2.39)          20,507             .80          5.20         1.15         4.85               32

       $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
        12.02        4.60            1,426            1.60          4.02         1.95         3.67               49
        11.17       (3.19)           1,177            1.60          4.40         1.95         4.05               32
</TABLE>

                                       71


<PAGE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                                   PER SHARE DATA
                             -------------------------------------------------------------------------------------------

                                              INCOME FROM INVESTMENT OPERATIONS        LESS DISTRIBUTIONS FROM
                                              ---------------------------------        ------------------------
                               NET ASSET                  NET REALIZED
                                   VALUE          NET   AND UNREALIZED   TOTAL FROM         NET  NET
                               BEGINNING   INVESTMENT   GAIN (LOSS) ON   INVESTMENT  INVESTMENT  REALIZED         TOTAL
YEAR ENDED DECEMBER 31         OF PERIOD       INCOME      INVESTMENTS   OPERATIONS      INCOME     GAINS  DISTRIBUTIONS
- ---------------------------- ------------ ------------ ---------------- ------------ ----------- --------- -------------
<S>                                <C>           <C>           <C>           <C>        <C>         <C>            <C>
MICHIGAN  FUND
- --------------
CLASS A
- -------
1995..........................     $11.47        $.634         $1.331        $1.965     $.635        $--           $.635
1996..........................      12.80         .627          (.215)         .412      .631       .011            .642
1997..........................      12.57         .610           .535         1.145      .609       .046            .655
1998..........................      13.06         .591           .124          .715      .589       .096            .685
1999..........................      13.09         .603          (.938)        (.335)     .595         __            .595
CLASS B
- -------
1995*.........................     $11.57        $.528         $1.241        $1.769     $.539        $--           $.539
1996..........................      12.80         .534          (.229)         .305      .534       .011            .545
1997..........................      12.56         .511           .536         1.047      .511       .046            .557
1998..........................      13.05         .484           .123          .607      .481       .096            .577
1999..........................      13.08         .502          (.930)        (.428)     .492         __            .492

MINNESOTA FUND
- --------------
CLASS A
- -------
1995..........................     $10.48      $.589         $1.022        $1.611     $.591           --           $.591
1996..........................      11.50       .592          (.210)         .382      .592           --            .592
1997..........................      11.29       .599           .340          .939      .599           --            .599
1998..........................      11.63       .592           .116          .708      .588           --            .588
1999..........................      11.75       .597          (.785)        (.188)     .582           __            .582
CLASS B
- -------
1995*.........................     $10.55      $.515          $.950        $1.465     $.515           --           $.515
1996..........................      11.50       .493          (.205)         .288      .498           --            .498
1997..........................      11.29       .508           .341          .849      .509           --            .509
1998..........................      11.63       .498           .114          .612      .492           --            .492
1999..........................      11.75       .499          (.781)        (.282)     .488           __            .488



 *  For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
**  Calculated without sales charges.
 +  Annualized.
++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       72
<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                 RATIOS / SUPPLEMENTAL DATA
        -------------------------------------------------------------------------------------------------------------

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

    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>
       $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
        13.09         5.60             39,061          .89         4.51          1.13          4.27              20
        12.16        (2.63)            36,506          .87         4.74          1.12          4.49              21

        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
        13.08         4.73              1,032         1.69         3.71          1.93          3.47              20
        12.16        (3.34)               895         1.67         3.94          1.92          3.69              21

       $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
        11.75         6.23              8,346          .50         5.08          1.23          4.35              22
        10.98        (1.65)             8,363          .50         5.26          1.25          4.51              23

        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
        11.75         5.37                 47         1.30         4.28          2.03          3.55              22
        10.98        (2.46)                83         1.30         4.46          2.05          3.71              23
</TABLE>

                                       73

<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                      PER SHARE DATA
                                   ---------------------------------------------------------------------------------------


                                                   INCOME FROM INVESTMENT OPERATIONS      LESS DISTRIBUTIONS FROM
                                                   ---------------------------------      -----------------------
                                  NET ASSET                  NET REALIZED
                                      VALUE          NET   AND UNREALIZED   TOTAL FROM         NET       NET
                                  BEGINNING   INVESTMENT   GAIN (LOSS) ON   INVESTMENT  INVESTMENT   REALIZED          TOTAL
YEAR ENDED DECEMBER 31            OF PERIOD       INCOME      INVESTMENTS   OPERATIONS      INCOME       GAIN  DISTRIBUTIONS
- ---------------------------------- ------------ ------------ --------------- ------------ --------- ----------- ----------
<S>                                <C>         <C>              <C>              <C>        <C>       <C>          <C>

MISSOURI  FUND
- --------------
CLASS A
- -------
1995.............................  $11.12      $.662            $1.356           $2.018     $.668     $--          $.668
1996.............................   12.47       .637            (.180)             .457      .637      --           .637
1997.............................   12.29       .638              .490            1.128      .638      --           .638
1998.............................   12.78       .634              .188             .822      .632      --           .632
1999.............................   12.97       .650            (.904)            (.254)     .626      __           .626
CLASS B
1995*............................   11.22       .548             1.260            1.808      .548      --           .548
1996.............................   12.48       .538            (.189)             .349      .539      --           .539
1997.............................   12.29       .537              .494            1.031      .541      --           .541
1998.............................   12.78       .528              .187             .715      .525      --           .525
1999.............................   12.97       .553            (.905)            (.352)     .518      __           .518

NEW JERSEY  FUND
- ----------------
CLASS A
- -------
1995.............................  $12.06      $.648            $1.291           $1.939     $.652   $.097          $.749
1996.............................     13.25     .636            (.245)             .391      .636    .015           .651
1997.............................     12.99     .630              .427            1.057      .629    .118           .747
1998.............................     13.30     .606              .153             .759      .607    .142           .749
1999.............................     13.31     .653            (.919)            (.266)     .594      __           .594
CLASS B
- -------
1995*............................   12.14       .526             1.199            1.725      .528    .097           .625
1996.............................   13.24       .533            (.253)             .280      .535    .015           .550
1997.............................   12.97       .525              .433             .958      .530    .118           .648
1998.............................   13.28       .498              .153             .651      .499    .142           .641
1999.............................   13.29       .537            (.909)            (.372)     .488      __           .488


*   For  the period January 12, 1995 (date Class B shares were first offered) to December 31, 1995.
**  Calculated without sales charges.
+   Annualized.
++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       74

<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                    RATIOS / SUPPLEMENTAL DATA
        -----------------------------------------------------------------------------------------------------------

                                                                           RATIO TO AVERAGE NET ASSETS
                                                    RATIO TO AVERAGE       BEFORE EXPENSES WAIVED OR
                                                     NET ASSETS ++                  ASSUMED
                                                -------------------------    -----------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>

       $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
        12.97         6.59              2,087          .40          4.97         1.30         4.07               17
        12.09        (2.02)             2,471          .47          5.20         1.50         4.17               66

       $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
        12.97         5.71                172         1.20          4.17         2.10         3.27               17
        12.10        (2.78)               210         1.27          4.40         2.30         3.37               66

       $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
        13.31         5.84             60,585          .97          4.53         1.11         4.39               27
        12.45        (2.05)            52,846          .97          5.02         1.12         4.87               52

       $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
        13.29         5.00              2,562         1.77          3.73         1.91         3.59               27
        12.43        (2.85)             3,338         1.77          4.22         1.92         4.07               52
</TABLE>


                                       75


<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                       PER SHARE DATA
                                   ---------------------------------------------------------------------------------------

                                                                                        LESS DISTRIBUTIONS FROM
                                                  INCOME FROM INVESTMENT OPERATIONS     -----------------------
                                                  ---------------------------------                                  NET ASSET
                                      VALUE                NET REALIZED
                                  BEGINNING         NET  AND UNREALIZED   TOTAL FROM         NET       NET
                                  OF PERIOD  INVESTMENT  GAIN (LOSS) ON   INVESTMENT  INVESTMENT  REALIZEDN         TOTAL
YEAR ENDED DECEMER 31                            INCOME     INVESTMENTS   OPERATIONS      INCOME       GAIN  DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>             <C>          <C>      <C>
NORTH CAROLINA FUND
- -------------------
CLASS A
- -------
1995.............................  $10.90       $.608        $1.391        $1.999          $.609        $--     $.609
1996.............................   12.29        .590         (.159)         .431           .591         --      .591
1997.............................   12.13        .597          .530         1.127           .597         --      .597
1998.............................   12.66        .593          .239          .832           .592         --      .592
1999.............................   12.90        .606         (.900)        (.294)          .596         __      .596
CLASS B
- -------
1995*............................   10.99        .492         1.307         1.799           .499         --      .499
1996.............................   12.29        .496         (.161)         .335           .495         --      .495
1997.............................   12.13        .497          .534         1.031           .501         --      .501
1998.............................   12.66        .491          .233          .724           .484         --      .484
1999.............................   12.90        .490         (.891)        (.401)          .489         __      .489

OHIO FUND
- ---------
CLASS A
- -------
1995.............................  $11.30       $.615         $1.306        $1.921         $.619      $.092     $.711
1996.............................   12.51        .605          (.097)         .508          .609       .059      .668
1997.............................   12.35        .607           .430         1.037          .606       .071      .677
1998.............................   12.71        .614           .040          .654          .597       .067      .664
1999.............................   12.70        .636          (.853)        (.217)         .603         __      .603
CLASS B
- -------
1995*............................   11.40        .503          1.212         1.715          .513       .092      .605
1996.............................   12.51        .507          (.095)         .412          .513       .059      .572
1997.............................   12.35        .507           .424          .931          .510       .071      .581
1998.............................   12.70        .495           .061          .556          .489       .067      .556
1999.............................   12.70        .529          (.850)        (.321)         .499         __      .499


*   For  the period January 12, 1995 (date Class B shares were first offered) to December 31, 1995.
**  Calculated without sales charges.
+   Annualized.
++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>
                                       76

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                      RATIOS/SUPPLEMENTAL DATA
                                   --------------------------------------------------------------------------------------

                                                                              RATIO TO AVERAGE NET
                                                    RATIO TO AVERAGE         ASSETS BEFORE EXPENSES
                                                     NET ASSETS ++             WAIVED OR ASSUMED
                                             ---------------------------     --------------------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>

       $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
        12.90         6.72              8,297           .40         4.68         1.13         3.95               54
        12.01        (2.35)             8,978           .48         4.84         1.24         4.08               47

       $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
        12.90         5.83                246          1.20         3.88         1.93         3.15               54
        12.01        (3.18)               596          1.28         4.04         2.04         3.28               47

       $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
        12.70         5.26             19,767          .80          4.83         1.19         4.44               34
        11.88        (1.77)            18,574          .80          5.15         1.17         4.78               48

       $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
        12.70         4.46                403         1.60          4.03         1.99         3.64               34
        11.88        (2.59)               640         1.60          4.35         1.97         3.98               48
</TABLE>

                                       77

<PAGE>


<TABLE>
<CAPTION>

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

                                                                                         LESS DISTRIBUTIONS
                                                 INCOME FROM INVESTMENT OPERATIONS              FROM
                                             -------------------------------------     --------------------
                              NET ASSET                   NET REALIZET  TOTAL               NET         NET
                                  VALUE         NET     AND UNREALIZED  FROM         INVESTMENT    REALIZED         TOTAL
                              BEGINNING  INVESTMENT     GAIN (LOSS) ON  INVESTMENT       INCOME       GAINS  DISTRIBUTIONS
YEAR ENDED DECEMBER 31        OF PERIOD      INCOME        INVESTMENTS  OPERATIONS
- --------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>            <C>           <C>          <C>           <C>       <C>

OREGON FUND
- -----------
CLASS A
- -------
1995............................    $10.87       $.626         $1.289         $1.915      $.625          $--      $.625
1996............................     12.16        .589          (.161)          .428       .588           --       .588
1997............................     12.00        .582           .582          1.164       .584           --       .584
1998............................     12.58        .582           .191           .773       .583           --       .583
1999............................     12.77        .585          (.828)         (.243)      .577           __       .577
CLASS B
- -------
1995*...........................    $10.97       $.541         $1.182         $1.723      $.543          $--      $.543
1996............................     12.15        .495          (.161)          .334       .494           --       .494
1997............................     11.99        .485           .573          1.058       .488           --       .488
1998............................     12.56        .480           .204           .684       .484           --       .484
1999............................     12.76        .489          (.846)         (.357)      .473           __       .473

PENNSYLVANIA  FUND
- ------------------
CLASS A
- -------
1995............................     11.71       $.638         $1.463         $2.101      $.635        $.036      $.671
1996............................     13.14        .622          (.197)          .425       .627         .028       .655
1997............................     12.91        .624           .523          1.147       .624         .153       .777
1998............................     13.28        .642           .038           .680       .605         .095       .700
1999............................     13.26        .606          (.893)         (.287)      .613           __       .613
CLASS B
- -------
1995*...........................    $11.81       $.539         $1.376         $1.915      $.549        $.036      $.585
1996............................     13.14        .529          (.201)          .328       .530         .028       .558
1997............................     12.91        .526           .510          1.036       .523         .153       .676
1998............................     13.27        .533           .039           .572       .497         .095       .592
1999............................     13.25        .498          (.890)         (.392)      .508           __       .508

VIRGINIA FUND
- -------------
CLASS A
- -------
1995............................    $11.68       $.625         $1.370         $1.995      $.629        $.036      $.665
1996............................     13.01        .626          (.195)          .431       .624         .067       .691
1997............................     12.75        .615           .504          1.119       .617         .032       .649
1998............................     13.22        .612           .123           .735       .603         .092       .695
1999............................     13.26        .629          (.967)         (.338)      .612           __       .612
CLASS B
- -------
1995*...........................    $11.76       $.510         $1.286         $1.796      $.520        $.036      $.556
1996............................     13.00        .525          (.194)          .331       .524         .067       .591
1997............................     12.74        .513           .505          1.018       .516         .032       .548
1998............................     13.21        .505           .112           .617       .495         .092       .587
1999............................     13.24        .537          (.982)         (.445)      .505           __       .505



*   For the period  January 12, 1995 (date Class B shares were first  offered) to December  31, 1995.
**  Calculated without sales charges.
 +  Annualized.
++  Net of expenses waived or assumed by the investment adviser and/or the transfer agent.
</TABLE>

                                       78

<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                     RATIOS / SUPPLEMENTAL DATA
                ------------------------------------------------------------------------------------------------------------------

                                                                              RATIO TO AVERAGE NET
                                                    RATIO TO AVERAGE         ASSETS BEFORE EXPENSES
                                                     NET ASSETS ++             WAIVED OR ASSUMED
                                                --------------------       ------------------------
    NET ASSET                                                         NET                         NET     PORTFOLIO
        VALUE                      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>                <C>

       $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         1.20         4.11               32
        12.77         6.29             13,038          .50          4.62         1.20         3.92               27
        11.95        (1.95)            12,389          .50          4.72         1.21         4.01               33

       $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         2.00         3.31               32
        12.76         5.55              1,040         1.30          3.82         2.00         3.12               27
        11.93        (2.85)             1,096         1.30          3.92         2.01         3.21               33

       $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
        13.26         5.23             40,774           .86         4.81         1.10         4.57               26
        12.36        (2.24)            36,737           .86         4.69         1.11         4.44               36

       $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
        13.25         4.39              2,048          1.66         4.01         1.90         3.77               26
        12.35        (3.03)             1,936          1.66         3.89         1.91         3.64               36

       $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
        13.26         5.69             23,423           .80         4.62         1.14         4.28               26
        12.31        (2.62)            21,008           .80         4.90         1.17         4.53               36

       $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
        13.24         4.76              1,484          1.60         3.82         1.94         3.48               26
        12.29        (3.44)             1,059          1.60         4.10         1.97         3.73               36
</TABLE>

                                       79
<PAGE>






[First Investors Logo]


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

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

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 Fund documents  (including reports,  Shareholder Manuals
and SAIs) at the Public  Reference Room of the SEC in  Washington,  D.C. You can
also obtain  copies of Fund  documents  after  paying a  duplicating  fee (i) by
writing to the Public Reference Section of the SEC, Washington,  D.C. 20549-0102
or (ii) by electronic request at [email protected].  You can obtain information
on the  operation of the Public  Reference  Room,  including  information  about
duplicating fee charges,  by calling (202) 942-8090.  Text-only versions of Fund
documents  can be viewed  online or  downloaded  from the EDGAR  database on the
SEC's Internet website at http://www.sec.gov.

                                             (Investment  Company  Act File No.:
                                             First  Investors  Tax-Exempt  Money
                                             Market Fund, Inc.  811-3690;  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)
<PAGE>


FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
FIRST INVESTORS INSURED INTERMEDIATE TAX EXEMPT FUND
      A SERIES OF FIRST INVESTORS SERIES FUND
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC.
FIRST INVESTORS MULTI-STATE INSURED TAX FREE FUND

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

                            STATEMENT OF ADDITIONAL INFORMATION
                                    DATED APRIL 28, 2000


      This is a Statement of Additional  Information ("SAI") for FIRST INVESTORS
TAX-EXEMPT  MONEY MARKET FUND,  INC.  ("TAX-EXEMPT  MONEY MARKET  FUND"),  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  ("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, NEW YORK INSURED
TAX  FREE  FUND  and  TAX-EXEMPT  MONEY  MARKET  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,  TAX-EXEMPT MONEY
MARKET 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 28, 2000,  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..........................................................6
Futures and Options Strategies..............................................15
Investment Restrictions.....................................................21
Insurance...................................................................31
State Specific Risk Factors.................................................33
Portfolio Turnover..........................................................95
Directors or Trustees and Officers..........................................97
Management.................................................................100
Underwriter................................................................103
Distribution Plans.........................................................104
Determination of Net Asset Value...........................................107
Allocation of Portfolio Brokerage..........................................108
Purchase, Redemption and Exchange of Shares................................108
Taxes......................................................................111
Performance Information....................................................125
General Information........................................................135
Appendix A Description of Municipal Bond Ratings...........................150
Appendix B Description of Municipal Note Ratings...........................156
Appendix C Description of Commercial Paper Ratings.........................157
Appendix D.................................................................158
Financial Statements.......................................................161
Shareholder Manual:  A Guide To Your First Investors Mutual Fund Account...268

                                       2

<PAGE>


                         INVESTMENT STRATEGIES AND RISKS


TAX-EXEMPT MONEY MARKET FUND

      TAX-EXEMPT  MONEY MARKET FUND seeks to earn a high rate of current  income
that  is  exempt  from  Federal  income  tax and is not a Tax  Preference  Item,
consistent with the  preservation  of capital and maintenance of liquidity.  The
Fund invests primarily in high-grade,  short-term tax-exempt  obligations issued
by state and municipal  governments  and by public  authorities.  See "Municipal
Instruments"  below.  Up to 20% of the Fund's net assets may be invested in high
quality  fixed-income  obligations,  the interest on which is subject to Federal
income tax,  including  the AMT.  There is also the risk that some or all of the
interest income that a Fund receives might become taxable or be determined to be
taxable  by  the  Internal  Revenue  Service   ("IRS"),   applicable  state  tax
authorities, or a judicial body. See the discussion on "Taxes."

      The Fund may invest  without limit in securities  that are related to each
other  in such a  fashion  that  economic,  political  or  business  changes  or
developments  would  affect  more than one  security  in the  Fund's  investment
portfolio. Securities or instruments of issuers in the same state or involved in
the same business,  or interest paid from similar  sources of tax revenues,  are
examples  of the factors  that might have an effect on more than one  instrument
purchased  by the  Fund.  The  Fund may  invest  up to 5% of its net  assets  in
securities  issued on a  when-issued  or delayed  delivery  basis,  that is, for
delivery to the Fund later than the normal  settlement date for most securities,
at a stated  price  and  yield.  The Fund may  borrow  money  for  temporary  or
emergency purposes in amounts not exceeding 5% of its total assets.

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

INSURED INTERMEDIATE TAX EXEMPT FUND AND INSURED TAX EXEMPT FUND

      INSURED  INTERMEDIATE  TAX EXEMPT  FUND and  INSURED  TAX EXEMPT FUND each
seeks to provide a high level of interest  income  that 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.  Up to 20% of the Fund's net assets may be  invested  in  securities,  the
interest of which is subject to Federal  income tax,  including  the AMT.  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

                                       3

<PAGE>

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").
Up to 20% of the Fund's net assets may be invested in  securities,  the interest
of which is subject to Federal income tax, including the AMT. The Fund generally
invests  in  bonds  with  maturities  of  over  fifteen  years.  See  "Municipal
Instruments," below.

      While  each  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,
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.

      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
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

                                       4

<PAGE>

      GENERAL. Each Single State 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. At least 65% of
each  Fund's  assets will be invested in  municipal  bonds and  securities  of a
single  state.  For  example,  the NEW YORK INSURED TAX FREE FUND will invest at
least 65% of its assets in New York  bonds,  the NEW JERSEY  FUND will invest at
least 65% of its assets in New Jersey bonds,  and so on. However,  the MINNESOTA
FUND only invests in Minnesota obligations.

      NEW YORK  INSURED  TAX FREE FUND seeks to provide a high level of interest
income that 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. Up to 20% of the Fund's
net assets may be invested in  securities,  the  interest of which is subject to
Federal income tax, including the Federal AMT.

      Each Single  State Fund seeks to achieve a high level of  interest  income
that is exempt from Federal income tax and is not a Tax Preference  Item and, to
the extent  indicated for each Fund, is exempt from state and local income taxes
for individual  residents of a particular  state. 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  individual  residents  the  particular  Fund is
established  and is not a Federal Tax Preference  Item.  However,  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 are derived
from Minnesota municipal obligations. Up to 20% of each Fund's net assets may be
invested in securities,  the interest of which is subject to Federal income tax,
including the Federal AMT.

      While each  Single  State 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 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.

      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

                                       5

<PAGE>

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
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.

ALL FUNDS

      GENERAL RISK  FACTORS.  There can be no assurances  that future  national,
regional or  state-wide  economic  developments  will not  adversely  affect the
market value of Municipal Securities held by a Fund or the ability of particular
obligors to make timely payments of debt service on (or lease payments  relating
to) those  obligations.  There is also the risk that some or all of the interest
income that a Fund receives  might become taxable or be determined to be taxable
by the IRS,  applicable  state tax  authorities,  or a  judicial  body.  See the
discussion on "Taxes." In addition, there can be no assurances that future court
decisions or legislative  actions will not affect the ability of the issuer of a
Municipal Security to repay its obligations.

                               INVESTMENT POLICIES

      BANKERS'  ACCEPTANCES.  Each  Fund may  invest  in  bankers'  acceptances.
Bankers'   acceptances  are  short-term  credit   instruments  used  to  finance
commercial  transactions.  Generally,  an  acceptance is a time draft drawn on a
bank by an exporter  or  importer to obtain a stated  amount of funds to pay for
specific  merchandise.  The draft is then  "accepted by a bank that,  in effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity date. The acceptance may then be held by the accepting bank as an asset
or it may be sold in the  secondary  market at the gong rate of  interest  for a
specific  maturity.  Although  maturities for  acceptances can be as long as 270
days, most acceptances have maturities of six months or less.

      CERTIFICATES  OF  DEPOSIT.  Each Fund may invest in bank  certificates  of
deposit ("CDs").  The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan  associations  up to $100,000 per
deposit.  The  interest  on such  deposits  may not be  insured if this limit is
exceeded.  Current Federal  regulations  also permit such  institutions to issue

                                       6

<PAGE>

insured  negotiable  CDs in amounts of  $100,000 or more  without  regard to the
interest  rate  ceilings  on other  deposits.  To remain  fully  insured,  these
investments  currently  must be limited to $100,000  per insured bank or savings
and loan association.
      COMMERCIAL  PAPER.  Commercial  paper is a  promissory  note  issued  by a
corporation to finance short-term needs, which may either be unsecured or backed
by a letter of  credit.  Commercial  Paper  includes  notes,  drafts or  similar
instruments  payable on demand or having a maturity at the time of issuance  not
exceeding nine months,  exclusive of days of grace or any renewal  thereof.  See
Appendix C to the SAI for a description of commercial paper ratings.

      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.  Even debt obligations which are rated Baa by
Moody's or BBB by S&P have speculative characteristics.

      EURODOLLAR  CERTIFICATES  OF  DEPOSIT.  Tax-Exempt  Money  Market Fund may
invest in  Eurodollar  CDs,  which are issued by London  branches of domestic or
foreign  banks.  Such  securities  involve  risks that differ from CDs issued by
domestic  branches of U.S.  banks.  These risks  include  future  political  and
economic  developments,  the possible  imposition of United Kingdom  withholding
taxes on interest income payable on the securities,  the possible  establishment
of  exchange  controls,  the  possible  seizure  or  nationalization  of foreign
deposits or the adoption of other foreign  governmental  restrictions that might
adversely affect the payment of principal and interest on such securities.

      HIGH YIELD  SECURITIES.  Although each Fund except Tax-Exempt Money Market
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

                                       7

<PAGE>

substantial period of rising interest rates could severely affect the market for
High Yield Securities.

      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 except Tax-Exempt Money Market 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.

                                       8

<PAGE>

      LOANS OF PORTFOLIO  SECURITIES.  Each Fund except  Tax-Exempt Money Market
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 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,  except where noted, 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.  Certain types of revenue bonds,  referred to as
private  activity  bonds  ("PABs"),  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 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.

      CERTIFICATES OF  PARTICIPATION.  Each Fund except  Tax-Exempt Money Market
Fund  may  invest  in  Certificates  of  Participation  ("COPs").  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,

                                       9

<PAGE>

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  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.  For each Fund other
than the Tax-Exempt  Money Market Fund, 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

                                       10

<PAGE>

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.

      MUNICIPAL  COMMERCIAL PAPER. Each Fund may invest in municipal  commercial
paper. Issues of commercial paper are short-term unsecured negotiable promissory
notes.  Municipal  commercial paper is issued usually to meet temporary  capital
needs of the issuer or to serve as a source of temporary construction financing.
These obligations are paid from general revenues of the issuer or are refinanced
with long-term debt.

      PUT BONDS.  Each Fund may invest in put bonds. A "put bond" is a municipal
bond that gives the holder the unconditional  right to sell the bond back to the
issuer at a specified price with interest and exercise date,  which is typically
well in advance of the bond's  maturity date. The Fund may invest in multi-modal
put (or  tender  option)  bonds.  A tender  option  bond  generally  allows  the
underwriter  or issuer,  at its discretion  over the life of the  indenture,  to
convert the bond into one of several  enumerated  types of securities or "modes"
upon 30 days' notice to holders. Within that 30 days, holders must either submit
the existing  security to the paying agent to receive the new  security,  or put
back the security and receive  principal  and interest  accrued up to that time.
The FUND will  only  invest  in put  bonds as to which it can  exercise  the put
feature  on not more than  seven  days'  notice if there is no liquid  secondary
market available for these obligations.  There is no assurance that an issuer of
a put bond  acquired  by the  Fund  will be able to  repurchase  the bond on the
exercise date, if the Fund chooses to exercise its right to put the bond back to
the issuer.

      PARTICIPATION  INTERESTS.  Each Fund may  acquire any  eligible  Municipal
Instrument in the form of a participation  interest.  Under such an arrangement,
the Fund acquires as much as a 100% interest in a Municipal Instrument held by a
bank or other financial  institution at a negotiated yield to the Fund. Banks or
other  financial  institutions  may  retain a fee,  amounting  to the  excess of
interest  paid on an  instrument  over the  negotiated  yield to the  fund,  for
issuing  participation  interests  to the Fund.  The Fund will  acquire  written
participation  interests  in  Municipal  Instruments  only if they are issued by
banks or other financial  institutions  which, in the opinion of FIMCO,  present
minimal credit risk to the Fund. Participation interests may be accompanied by a
standby commitment by the bank or other financial  institution to repurchase the
participations   at  the  option  of  the  Fund.   The  Fund  purchases  such  a
participation  only if the issuer has a private letter ruling from the IRS or an
opinion of its counsel  that  interest on the  participation  for which  standby
commitments   have  been  issued  is  exempt  from  Federal   income   taxation.
Participations  that are not  accompanied  by a  standby  commitment  may not be
liquid assets.

      REPURCHASE AGREEMENTS.  Each Fund may invest in 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

                                       11

<PAGE>

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.

      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),  and with respect to Tax Exempt Money Market Fund 10%
of its net assets,  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.

      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

                                       12

<PAGE>

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.

      STANDBY COMMITMENTS.  Each Fund may acquire standby commitments from banks
with respect to simultaneous  purchases of Municipal  Instruments for the Fund's
portfolio.  Under this arrangement,  a bank agrees to buy a particular Municipal
Instrument  from a Fund at a  specified  price at the Fund's  option.  A standby
commitment is similar to a put option for a particular  Municipal  Instrument in
the Fund's portfolio.  Standby  commitments  acquired by a Fund are not added to
the computation of the Fund's net asset value.  Standby  commitments are subject
to  certain  risk,  including  the  issuer's  ability  to pay for the  Municipal
Instruments when the Fund decides to sell the Municipal  Instrument for which it
is  issued  and  the  lack  of  familiarity  with  standby  commitments  in  the
marketplace.

      The Fund's ability to exercise their rights under a standby  commitment is
unconditional,  without any limitation  whatsoever,  and  non-transferable.  The
Fund, however, is permitted to sell a Municipal  Instrument covered by a standby
commitment at any time and to any person.

                                       13

<PAGE>

      The Fund may pay a  consideration  to a bank for the issuance of a standby
commitment if necessary and advisable. Such a consideration may take the form of
either a  payment  in cash,  or the  payment  of a higher  price  for  Municipal
Instruments  covered by such a  commitment.  The  effect of the  payment of such
consideration  is to reduce the yield to maturity for the Municipal  Instruments
so covered. The total amount the Fund may pay as consideration in either manner,
on an annual basis, of the issuance of standby  commitments may not exceed 0.50%
of that Fund's total assets.

      Standby commitments  acquired by the Fund are not added to the computation
of that  Fund's  net asset  value and are  valued at zero.  When the Fund pays a
consideration for the issuance of a standby  commitment,  the cost is treated as
unrealized depreciation for the time it is held by the Fund. The dollar-weighted
average   maturity   calculation  for  the  Fund  is  not  affected  by  standby
commitments.

      In the  absence of either a favorable  ruling of the IRS, or opinion  from
the bond issuer's counsel,  that the Interest on Municipal Instruments for which
standby commitments have been issued is exempt from Federal income taxation, the
Fund will not acquire standby commitments.

      TIME DEPOSITS.  Each Fund may invest in time  deposits.  Time deposits are
non-negotiable  deposits  maintained  in a banking  institution  for a specified
period of time at a stated  interest rate. For the most part, time deposits that
may be held by the Fund would not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by the FDIC.

      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
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

                                       14

<PAGE>

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 except Tax Exempt Money Market 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 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 (with the exception of the  TAX-EXEMPT  MONEY MARKET FUND)
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")

                                       15

<PAGE>

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.

      OPTIONS  STRATEGIES.  A 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

                                       16

<PAGE>

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.

      A 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).

      A 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
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.

                                       17

<PAGE>

      SPECIAL   CHARACTERISTICS  AND  RISKS  OF  OPTIONS  TRADING.  A  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
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.

                                       18

<PAGE>

      FUTURES STRATEGIES.  A 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.

      A 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.

      A 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.

      A 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
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

                                       19

<PAGE>

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.  A
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
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.

                                       20

<PAGE>

      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.

      A 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.

                             INVESTMENT RESTRICTIONS

      The  investment  restrictions  set forth  below have been  adopted by each
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 securities
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

                                       21

<PAGE>

investment  restrictions so long as percentage restrictions are observed by such
Fund at the time it purchases any security.

      TAX-EXEMPT MONEY MARKET FUND.  TAX-EXEMPT MONEY MARKET FUND will not:

      (1) Borrow  money,  except as a temporary  or  emergency  measure (not for
leveraging  or  investment)  in an  amount  not to exceed 5% of the value of its
assets.

      (2) Pledge assets, except that the Fund may pledge not more than one-third
of its total  assets  (taken at  current  value)  to secure  borrowings  made in
accordance with paragraph (1) above.

      (3) Make  loans,  except  by  purchase  of debt  obligations  and  through
repurchase agreements; provided, however, that repurchase agreements maturing in
more than seven days, along with all illiquid assets, will not exceed 10% of the
Fund's total assets (taken at current value).

      (4)  With  respect  to  75% of  the  Fund's  total  assets,  purchase  the
securities  of any issuer  (other than  obligations  issued or  guaranteed as to
principal  and interest by the  Government of the United States or any agency or
instrumentality thereof) if, as a result thereof, (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 voting securities of that issuer.  The Fund will
not invest in securities such that any one bank's letters of credit support more
than 10% of the Fund's total assets.

      (5) 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.

      (6) Purchase securities on margin (but the Fund may obtain such credits as
may be necessary for the clearance of purchases and sales of securities).

      (7) Make short sales of securities.

      (8)  Write  or  purchase  any  put  or  call  options,   except   stand-by
commitments.

      (9) Knowingly purchase a security which is subject to legal or contractual
restrictions on resale or for which there is no readily available market.

      (10) 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.

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

      (12)  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.

      (13)  Purchase  or retain  any  securities  of  another  issuer if persons
affiliated with the Fund or its Adviser or management owning, individually, more
than one-half of one percent of said issuer's  outstanding  stock (or securities

                                       22

<PAGE>

convertible  into stock) own, in the  aggregate,  more than 5% of said  issuer's
outstanding stock (or securities convertible into stock).

      (14)  Invest  in  companies  for the  purpose  of  exercising  control  or
management.

      (15) Issue senior securities.

      (16) Buy or sell real estate,  commodities or commodity  contracts (unless
acquired as a result of  ownership  of  securities)  or interest in oil,  gas or
mineral  explorations,  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  restrictions which may
be changed without shareholder approval:

      (1) Notwithstanding fundamental investment restriction (2) above, the Fund
will not  pledge  its  assets in  excess  of an  amount  equal to 10% of its net
assets.

      (2)  Notwithstanding  fundamental  investment  restriction (4) above, with
respect to 100% of its total assets,  the Fund will not 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, more than 5% of
the Funds total assets would be invested in the securities of that issuer.

      Notwithstanding  fundamental  investment  restriction (16) above, the Fund
will not invest in real estate limited partnership  interests or in interests in
real estate investment trusts that are not readily marketable.

      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.

                                       23

<PAGE>

      (6) 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.

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

      (8) 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:

      (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

                                       24

<PAGE>

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
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) 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.

      (7) Issue senior securities.

      (8) 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.

      (9)  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.

                                       25

<PAGE>

      (10)  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.

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

      (12) 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.

      (13) 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
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.

                                       26

<PAGE>

      (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
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:

                                       27

<PAGE>

      (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,
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:

                                       28

<PAGE>

      (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.

      (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) 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.

      (7)  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.

      (8)  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.

                                       29

<PAGE>

      (9)  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.

      (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.

                                       30

<PAGE>

                                    INSURANCE

      The municipal  bonds in each Fund's  portfolio,  with the exception of the
TAX-EXEMPT MONEY MARKET FUND, 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 except for the  TAX-EXEMPT  MONEY  MARKET  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 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

                                       31

<PAGE>

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.

      A  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.

      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 $4,013,000,000
(unaudited) and statutory capital of  $2,402,000,000  (unaudited) as of December
31,  1999.  Statutory  capital  consists of AMBAC's  policyholders'  surplus and

                                       32

<PAGE>

statutory  contingency  reserve.  S&P,  Moody's  and Fitch have each  assigned a
triple-A financial strength rating to AMBAC.

      AMBAC has obtained a private letter ruling from the IRS to the effect that
AMBAC's  insuring an obligation will not affect the treatment for Federal income
tax  purposes of  interest  on the  obligation  and that  payments of  insurance
proceeds  representing  maturing  interest paid by AMBAC under policy provisions
substantially  identical to those  contained  in its  municipal  bond  insurance
policy will be treated for Federal  income tax purposes in the same manner as if
the 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  IRS'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.  The
information  presented  is  summary  of the  risk  factors  that  may  affect  a
particular Fund and is not intended to be a complete  discussion of all relevant
risk factors,  and there may be other  factors not discussed  that may adversely
affect  the  value of,  and the  payment  of  interest  and  principal  on,  the
obligations held by a Fund.

      RISK  FACTORS  FOR  THE  ARIZONA  FUND.   The  ARIZONA  FUND  will  invest
principally  in  securities of political  subdivisions  and other issuers of the
State of Arizona the interest on which is exempt from federal and Arizona income
taxes.  As a  result,  the  ability  of  such  Arizona  issuers  to  meet  their
obligations with respect to such securities  generally will be influenced by the
political,  economic and regulatory  developments affecting the state of Arizona
and the particular  revenue streams  supporting such issuers'  obligations,  the
income  derived  by the  ARIZONA  FUND,  the  ability  to  preserve  or  realize
appreciation  of the ARIZONA  FUND'S  capital,  and the liquidity of the ARIZONA
FUND could be adversely affected.  The following summary respecting the State of
Arizona is only  general in nature and does not purport to be a  description  of
the  investment  considerations  and  factors  which  may have an  effect on the
obligations of a particular issuer in which the ARIZONA FUND may invest.

      Arizona's  economy  continues  on  a  path  of  strong  growth,   although
economists at Arizona  State  University  expect the growth rate to slow.  There
are, however, no signs of any serious imbalances. Arizona's economy is among the

                                       33

<PAGE>

fastest growing in the country.  The state's  population  increased by more than
100,000  each year  during the 7-year  period  from 1991 to 1999.  During  1999,
Arizona's  population was estimated at approximately 4.84 million.  As a result,
homebuilding  and  commercial   construction  are  extremely  strong,   although
construction  is expected to slow  somewhat in 2000.  This growth in  population
will  require  corresponding  increases  in revenue  of Arizona  issuers to meet
increased demands for infrastructure  development and various services,  and the
performance  of Arizona's  economy will be critical to providing  such increased
revenue.

      The state's  principal  economic sectors include  services,  construction,
manufacturing  dominated by electrical,  transportation and military  equipment,
high technology, government, tourism, and the military. State unemployment rates
have  remained  generally  comparable  to the national  average in recent years,
while the Arizona economy has generally  performed above the national average in
recent years.  Arizona has held a steady  position  among the top five states in
employment growth since May 1993. In 1999, the Arizona rate of  non-agricultural
job creation ranked second in the nation. Furthermore, from the third quarter of
1998 to the third  quarter  of 1999,  Arizona's  personal  income  increased  by
approximately 7.65 percent.

      Arizona is required by law to maintain a balanced budget.  To achieve this
objective,  Arizona  has,  in the  past,  utilized  a  combination  of  spending
reductions  and tax  increases.  The  condition  of the  national  economy  will
continue to be a  significant  factor  influencing  Arizona's  budget during the
upcoming fiscal year.

      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

                                       34

<PAGE>

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,
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.

      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 by requiring a two thirds  majority  approval to
authorize  increases in real property  taxes.  Various efforts have been made to
ease these limitations.  To date, none of these efforts has been successful. For
example,  as  recently  as March 7, 2000,  the  California  electorate  rejected
Proposition  26, which would have exempted  school bond issues from  Proposition
13's two-thirds voter approval  requirement.  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
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.  The rejection of  Proposition  26
reduces the  likelihood  that local  school  districts  will be able to assume a
greater proportion of the funding burden for school facilities.

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      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,  for  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 1999-2000 fiscal year and the 2000-01
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.

      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.

      Recent  allegations of corruption within the Los Angeles Police Department
have led to the  overturning  of a number of criminal  convictions  and fears of
substantial   liability  for  the  City  and,   potentially,   other  California
governmental  agencies. It is impossible to estimate this potential liability at
this time,  although the Mayor of Los Angeles has already proposed diverting the
City's  anticipated  proceeds from the settlement with the tobacco companies for
this  purpose.  This  proposal  has been  rejected by the City Council but is an
indication of the potential severity of this matter.

      Orange County has been discharged from bankruptcy proceedings and its bond
ratings have been restored to investment  grade.  Although the events leading to
that  bankruptcy  are  neither  systemic  nor  unique  to  Orange  County  or to
California  generally,  the impact of that bankruptcy may continue to affect the
financing costs of California and its political subdivisions.

      In June, 1999, the Legislature  approved a budget for the 1999-2000 fiscal
year  which  included  a general  fund  budget of $63.7  billion,  up from $57.3
billion in fiscal 1998-1999.

      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, 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

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<PAGE>

limited  exceptions,  in the  absence  of a State  budget,  irrespective  of any
continuing  appropriation  .  (HOWARD  JARVIS  TAXPAYERS  ASSOCIATION  ET AL. V.
KATHLEEN CONNELL).  This injunction has been stayed pending an appeal before the
State Court of Appeal. No date has been set for the argument of this appeal.

      On January  10,  2000,  Governor  Davis  submitted  a proposed  budget for
2000-01,  which  contains a $68.8 billion  General Fund budget.  The  Governor's
2000-01 budget projects a deficit of approximately $700 million in the 1999-2000
General  Fund Budget to be made up from the  state's  reserves.  According  to a
February  2000 report of the  California  State  Legislative  Analyst,  however,
General Fund revenues for the eighteen month period January 1, 2000, to June 30,
2001,  could exceed the  Governor's  estimates by as much as $4.2 billion if the
State's recent strong economic growth continues during this period.  The 2000-01
budget assumes  receipt of  approximately  $387.9 million from the settlement of
the tobacco  litigation  and one-time  revenue from the sale of certain  assets.
Specific amounts to be received by the States from the settlement of the tobacco
litigation are subject to adjustment.  They can be reduced by federal government
actions or reductions in cigarette sales.  They can be increased by increases in
cigarette  sales or by  inflation.  The "second  initial"  installment  from the
tobacco  settlement,  received in December 1999 was fourteen  percent lower than
the base  settlement  amount due to a decrease in sales.  A bankruptcy of any of
the  four  major  cigarette  companies  could  also  significantly  impact  this
anticipated revenue stream.

      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.


      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 and long-term notes payable from certain
federal highway program distributions.

      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

                                       37

<PAGE>

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 2000.
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 1998, the last year for which such information is currently  available,
the  assessed  valuation  of all real and  personal  property  in  Colorado  was
$40,167,970,063,  an  increase  of 4.2%  from  1997  levels.  In 1997 and  1998,
$3,032,963,241  and  $3,195,071,808,  respectively,  were  collected in property
taxes throughout Colorado. Sales and use taxes collected at the local level from
January  1,  1999  through  September  30,1999  (the  most  recent   information
available) increased approximately 7.6% over those collected for the same period
in 1998.

      Colorado's  economy  was 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.  For the decade,  Colorado was the 5th fastest growing
State in the United  States.  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,  economists  are  predicting  that growth of the Colorado  economy will
slow. The unemployment rate is still low, however (2.8% in November 1999), below
the United States average (4.1%). 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
54%  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.

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<PAGE>

      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  1999,  manufacturing  provided  approximately  16% of  total
Connecticut  employment,  while the service sector provided approximately 32% of
the State's employment.  The finance,  insurance and real estate sector provided
approximately 8% of the State's employment.

      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 1999
and indicators of future economic activity are showing an upward trend.

      Connecticut's  unemployment rate of 2.1%, as of August 1999,  represents a
decrease from the 1998  unemployment rate of 3.2% and is lower than the national
unemployment rate of 4.2%. The state's labor force is highly educated with 32.7%
of those  over the age of  twenty-five  holding a college  degree,  which  ranks
Connecticut  number two in the country in this category.  By most  measurements,
Connecticut consistently ranks as one of the top five high technology employment
states.  The fastest  growing  occupations  in the state are computer  engineer,
systems  analysts,  computer  support  specialist,   financial  sales,  physical
therapist,  biological scientist, recreation attendant, social worker, home care
aide and medical assistant.  Even Connecticut's urban areas, which traditionally
maintained  high rates of  unemployment,  have  posted  notable  declines in the
number of unemployed.

      Connecticut's  per capita income for 1998, at $37,700,  was the highest in
the nation and 42.4% above the national average. However, State median household
income,  adjusted for inflation,  has declined by 15.7% through the past decade.
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 $3.4 billion in
Fiscal Year 1999, an increase of $.2 billion over Fiscal Year 1998.

      According to the State Comptroller,  Fiscal Year 1999 ended with a General
Fund operating surplus of $169 million.  The surplus was primarily due to strong
revenue  growth (a 3.1%  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, a
surplus of $252  million for Fiscal Year 1997 and a surplus of $252  million for

                                       39

<PAGE>

Fiscal Year 1998. On January 3, 2000, the State  Comptroller's  office  reported
that the General Fund is projected to show an operating surplus of approximately
$127 million for Fiscal Year 2000.

      The State's General Fund balance sheet, which is presented using Generally
Accepted Accounting Principles, showed a cumulative deficit of $602.7 million at
the end of Fiscal Year 1999, a decrease of $91.6  million from the prior year (a
large  portion  of  the  decrease  is  attributable  to a  one-time  payment  of
accumulated payroll  liabilities).  These payroll liabilities will begin to rise
again in Fiscal Year 2000 and the GAAP deficit will again trend upward. Over the
past five years,  the General Fund balance sheet deficit has increased by almost
30%. The State Comptroller  attributes the difference between 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 1999 expenditures from the General Fund increased by 5.3% over
the prior year. For the second straight year the state's  constitutional  cap on
spending was exceeded. The additional  appropriations  required a declaration of
extraordinary  circumstances  by the  Governor.  The cap was  exceeded by $525.7
million in Fiscal Year 1999, and by $194.1 million in Fiscal Year 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  deficit of $380 million in Fiscal Year
1999.

      Connecticut's  net State bonded debt was $9.4 billion at the end of Fiscal
Year 1999.  In Fiscal Year 1999,  the State  issued $56  million in bonds.  Debt
service,  as a percentage  of general fund  expenditures,  increased to 8.6% for
Fiscal Year 1999 from 8.1% for Fiscal Year 1998. Connecticut has the highest per
capita debt in the nation.  Public bonded debt per capita increased to $2,857 in
Fiscal Year 1999 from $2,820 for the prior year.

      In  addition to bonded  debt,  the State has other  long-term  obligations
which, for Fiscal Year 1999, primarily consisted of unfunded pension obligations
of $7.242 billion,  unfunded  payments to employees for compensated  absences of
$275 million,  unfunded  workers'  compensation  payments of $280  million,  and
capital leases of $52 million.  When these  obligations are added to the State's
bonded  debt,   Connecticut's   total  State  debt  for  Fiscal  Year  1999  was
approximately  $17.2 billion,  a $533 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.

      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

                                       40

<PAGE>

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
capital outlay projects which are payable solely from funds other than state tax
revenues.   Recently,   $2.5  billion  in  bonds  were   authorized  for  school
consideration,  with a  dedicated  portion of proceeds  from the  Florida  State
lottery pledged as security.  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 can be described as experiencing rapid growth,  with a widening of
its economic base and increased  diversification  of its major  businesses.  One
measure of  Florida's  economic  growth  indicates  that  Florida's  economy (as
measured by Gross State Product) grew,  during 1998, at a rate of 4.8% while the
nation's GDP grew at 3.9%.  During the last several decades,  Florida's  economy
has diversified and has shifted emphasis from resource manufacturing to tourism,
other  services and trade.  December  1999  estimates  indicate  that  Florida's
non-farm employment can be broken down as follows: mining - 0.1%; construction -
5.4%;  manufacturing - 7.0%;  transportation  - 5.1%;  trade - 28.4%;  finance -
6.4%;  services - 37.3%; and government - 3.7%.  Although  economic  development
efforts are broadening,  economic  developments  affecting the service industry,
the tourism  industry and high-tech  manufacturing  could have severe affects on
the Florida economy.  Due to the development of amusement and educational  theme
parks,  the seasonal and cyclical  character of Florida's  tourist  industry was

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<PAGE>

reduced in the  1990's,  but recent  additions  to the number of theme  parks in
Orlando area are anticipated to bring in new tourists. However, a decline in the
national  economy,   increased  fuel  prices,  competition  from  other  tourist
destinations,  crime  and  international  developments  all may  affect  Florida
tourism.

      Florida's  population  growth is one  reason  why  Florida's  economy  has
generally  performed better than that of the nation as a whole.  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.  Demographers  forecasted  Florida's  population  growth
through the end of the 1990's to be significantly below the level of the 1980's.
Nonetheless,  since the 1950'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.  Florida's population was approximately 14.7 million in 1997 and
approximately  15.1 million in 1999, ranking Florida as the fourth most populous
state  nationally and the most populous of the  southeastern  states.  From 1985
through 1998, 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 of 1991 to 1997 was  1.8%,  based on 1997  estimates;  and from 1998
through 199 there was an  increase  by 1.4%,  according  to 1999  estimates.  By
another  measure,  over the past 10  years,  Florida's  population  has grown by
approximately  19.6%,  ranking Florida 8th among the states in total  population
growth. Recent estimates indicate that 275,000 residents were added to Florida's
population  in 1998,  the bulk of which are prime working age adults as compared
to earlier  projections of an estimated 230,000 annual increase in prime working
age adults  through  the end of the  1990's.  However,  population  growth is no
assurance of a strong economy.

      Florida is a leading site for  retirement.  July 1998  estimates  indicate
that 18.1% of Florida's  population is over the age of 65.  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.

      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.

      Florida is  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.  For example,
Florida  employment  growth in the Tampa-St.  Petersburg  area increased by 4.9%
from July 1998 to July 1999.  1998  estimates  indicate that Florida had a total
population  of  approximately  15,111,200,  comprised of  approximately  935,000
persons between the ages of 15-19,  5,089,100 persons between the ages of 20-44,
and  3,192,500  persons  between  the ages of 45 and 64 years old.  The share of

                                       42

<PAGE>

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. As of 1998  estimates,  approximately  55.5% of Florida's
population  was between the ages of 20 and 64 years old.  And, from 1990 through
1998  non-agricultural  employment  rose 24%, as compared to a 15.9%  population
increase  during that same period.  Over that same time period,  Florida's labor
force grew by 13.6%.

      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.  Fourth quarter of 1998 estimates  indicate
that the gain had increased to 6.3%. Overall,  Florida's medial household income
increased at an annualized  rate of 3.2% per year over the 10-year period ending
in 1998.  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  sources of income to the State 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 may make it
difficult  to  expand  or  even  maintain  Florida's  existing  small  high-tech
manufacturing  base.  New  ventures in the computer  and  intellectual  property
industries  may help to counteract  losses in government  and the space program.
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

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<PAGE>

technology  based  businesses  along Florida's I-4 corridor may affect Florida's
ability to expand or maintain a high-tech manufacturing base.

      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%.  However,  that growth rate has slowed in the later half of the
1990s,  thus Florida's total  population has grown by  approximately  19.6% from
1989 through 1999. 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.  Florida's
non-farm  employment  increased  by  approximately  4.1%  during the year period
ending December 1999. The average unemployment rate in Florida from 1986 to 1997
was 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 4.8% nationally.  In July of 1998,  Florida's  unemployment rate dropped to
3.8%,  which was the lowest on a seasonally  adjusted  basis since October 1973;
and January 2000 estimates place Florida's unemployment rate at 3.7%.

      Florida's  economy has been and  currently is  partially  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,
over-development,  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.  Florida  cities  like  Miami and  Tampa  have  witnessed  increased
development of their  capabilities as departure  ports for the cruise  industry.
However, increased gasoline prices may impact on the number of seasonal tourists
during the year 2000 summer tourist season.  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.  New

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additions  to theme parks in the Orlando area have been added in the latter half
of the 1990's.  Significant  beach  re-nourishment  projects have been conducted
along Florida's west coast and beach areas such as Miami's South Beach have seen
a  revival.  Other  cities,  like  Tampa  and  Jacksonville,  have  seen  recent
development of new NFL stadiums and increased development of downtown waterfront
attractions, including increased hotel and convention center capabilities. These
types of  diversification  have helped and are anticipated to continue to reduce
the seasonal and cyclical character of the industry,  and effectively  stabilize
tourist-related  employment as a result.  However,  higher gasoline prices,  any
downturn in the cruise industry and economic  uncertainties in Asia,  Europe and
Latin America and the comparatively weak value of the Canadian dollar may reduce
domestic or international tourism to Florida.

      The greatest single source of tax receipts in Florida is the sales and use
tax,  which  accounted  for  approximately  $13.349  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.  Growth  estimates  for the yield from gross tax receipts rose from
4.5% to 6% in  1998-99,  and  actual  collections  were  up  7.7%.  Growth  rate
projections  range  from 0.5% for 2000 to about  3.8% in fiscal  years  2001 and
2002.  The growth rate in gross tax receipts is estimates to be 3% annually from
2003 through 2008.

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

      The adopted 1999-2000 budget includes  considerable tax relief,  mirroring
the  governor's  recommendations.  Intangible  taxes  were  lowered  by 1/2 mill
(0.005) on financiaL  assets and in 199-2000  there is  designated a second of a
three-part  phase-out  of such tax on  accounts  receivable.  Additionally,  the
popular  sales tax holiday on clothing was  expanded,  along with several  other
minor  modifications.  Revenues were initially  projected at $18,555 million for
1999-2000  which  would be a 4.4%  increase,  and with the net $349  million  in
legislative  adjustments  to the budget  (including  $165 million in  intangible
taxes and $143 million in sales  taxes),  revenues  are  estimated to be $18,206
million, which would be a 2.4% increase.  Spending is still forecast to increase
3.0%.  The sales tax,  estimated  at $13.2  billion,  is projected to rise 4.7%,
while the  corporate  income tax  estimated at $1.5  billion) is projected for a
1.4% gain.  However,  the documentary  stamp tax is projected for a 7.2% decline
from  current  estimates to $425  million.  Further  slowing in personal  income
increases were  experienced  1999 and is anticipated  for 2000.  Personal income
increased by an average of 4.9% in 1999,  and an increase of 3.5% is expected in

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<PAGE>

2000.  Employment rose an estimated 3.4% in 1999 and is expected to rise by 2.9%
in 2000.  By June 30,  2000,  the  balance is  expected  to be  lessened to $416
million, in addition to the $847 million in stabilization reserve (which amounts
to approximately 4.6% of projected  1999-2000  revenues).  Revenues in the first
month of fiscal 2000 were $99 million over adjusted estimates,  which represents
an estimated 7% increase over July 1998. This increased revenue may be explained
as largely sales tax accounting for $72.4 million.

      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,   rapid  population   growth,  and  voters'
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. A constitutionally  mandated homestead tax exemption of
$25,000  per  homestead  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 mills limitation,  could have a substantial adverse
affect on local  governments  in the  future.  Florida  law also  requires  that
agricultural  property be assessed  according to its value in current use rather
than its fair market value. Florida's local governments are not permitted by law
to impose a personal income or payroll tax.

      Florida's  Growth  Management  Act requires  local  governments to prepare
growth plans for approval by the State.  Local  government  growth plans must be
restricted to require 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  Florida's  "concurrency"  requirement,  this
constraint 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
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

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<PAGE>

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 that may adversely affect the value of the payment
of interest and principal on the Georgia Obligations.

      For  fiscal  year  1999,   the   Georgia   General   Assembly   authorized
$482,390,000,  and a supplement of $794,719,000,  in general obligation debt. At
the end of  fiscal  year  1999,  the  State  of  Georgia  had  existing  general
obligation  debt of  $4,779,730,000.  For fiscal year 2000, the Georgia  General
Assembly authorized $568,185,000 in general obligation debt. The 1999D and 2000A

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series of Georgia  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.  Georgia's total net revenue collections for the fiscal year
ending June 30, 1999, amounted to approximately $12,068,000,000,  an increase of
approximately  7.7% from the previous fiscal year.  Estimated revenue from taxes
and fees for fiscal year 2000 is projected to be approximately $12,641,000,000.

      According to the  Department of Labor for the State of Georgia,  Georgia's
current  unemployment  rate is  approximately  3.3%,  placing  Georgia below the
national average  unemployment rate. Total employment in Georgia is projected to
increase by approximately fifteen 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 8.4 million people by the
year 2005.

      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  of   Georgia  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 14, 1999, relating to
issues  of  Maryland   obligations  and  does  not  purport  to  be  a  complete
description.
      The State's total  expenditures  for the fiscal years ended June 30, 1996,
June 30, 1997 and June 30, 1998 were $9.580 billion,  $10.03 billion and $10.286
billion, respectively. 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
a surplus on a GAAP  basis of $139.1  million  in fiscal  year  1996,  of $298.1
million in fiscal year 1997,  and $536.1  million in fiscal year 1998. The State
Constitution mandates a balanced budget.

      On April 7, 1998,  the  General  Assembly  approved  the 1999  fiscal year
budget.  The 1999  Budget  includes  $3.3  billion  in aid to local  governments
(reflecting  a $169.1  million  increase in funding over 1998).  The 1999 Budget
incorporates the first full year of the five-year  phase-in of the 10% reduction
in personal income taxes, accelerated by legislation enacted by the 1998 General
Assembly,  estimated to result in a reduction of revenues of approximately  $300
million in fiscal year 1999. Based on the 1999 Budget,  it is estimated that the
General Fund unreserved  surplus on a budgetary basis at June 30, 1999, would be
approximately  $27.9  million.  The Revenue  Stabilization  Account of the State
Reserve Fund was  established  in 1986 to retain State revenues for future needs

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and to reduce  the need for  future  tax  increases.  It is  estimated  that the
balance of the Revenue Stabilization Account as of June 30, 1999 would be $635.2
million. The 1999 Budget does not include any proposed expenditures dependent on
additional revenue from new or broad-based taxes.

      On April 12, 1999, the General Assembly approved the 2000 Budget. The 2000
Budget  includes $3.0 billion in aid to local  governments  and $68.0 million in
net General Fund deficiency appropriations for fiscal year 1999. It is estimated
that the  general  fund  surplus on a  budgetary  basis at June 30, 2000 will be
approximately  $11.2 million.  In addition,  it is estimated that the balance in
the Revenue  Stabilization  Account of the State  Reserve  Fund at June 30, 2000
will be $578.1 million (after a $160 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 "Aa3" 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 "Baa1".  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
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.

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      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 March 3,
2000, 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. Total revenues and other sources in fiscal 1999 were $79.7 million
less than total expenditures and other uses with the $79.7 million deficit being
provided for by the application of fiscal 1999 beginning fund balances.

      The Commonwealth's fiscal 2000 budget is based on estimated total revenues
and other sources of approximately $21.918 billion. Total expenditures and other
uses for fiscal 2000 are estimated at approximately  $21.382 billion. The fiscal
2000 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 2000. The fiscal 2000 budget is based
upon numerous spending and revenue estimates, the achievement of which cannot be
assured.

      On  January  26,  2000 the  Governor  submitted  his  fiscal  2001  budget
recommendations  to the legislature which provide for budgeted  expenditures and
other uses of  approximately  $596  million,  or 2.8%,  above total  fiscal 2000
expenditures and other uses of $21.382 billion.  The Governor's  recommendations
are, of course, subject to legislative consideration.

      The   Commonwealth's   capital  program  currently  includes  the  Central
Artery/Ted  Williams tunnel project,  a major  construction  project that is the
completion of the federal  interstate highway system. The estimated cost of this
project was recently  revised  upward by $1.398 billion to  approximately  $13.1
billion.  As a result the Governor  announced a revised  project finance plan to
raise the additional  $1.398 billion and filed  legislation to implement it. The
plan  calls  for the use of  $600  million  of  various  Massachusetts  Turnpike
Authority resources,  the issue of $600 million of new Turnpike Authority bonds,
$50 million from the  Massachusetts  Port  Authority for  acquisition of an exit
ramp to serve its airport and the issue of an  additional  $150 million  federal
grant anticipation  notes. Much of the plan will require  legislative  approval,
and the legislature may revise the plan in whole or in part in the course of its
deliberations. Certain elements of the plan may also require federal approval.

      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

                                       50

<PAGE>

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 1999 and is expected to increase again in fiscal 2000.

      Limitations on Commonwealth  tax revenues have been established by enacted
legislation approved by the Governor on October 25, 1986 (repealed as of July 1,
1999) and by public approval of an initiative  petition on November 4, 1986. The
two measures were  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  indicated that the Commonwealth  ended fiscal 1995, 1996,
1997, 1998 and 1999 with fund equities of approximately  $287.4 million,  $709.2
million, $1,096 billion, $1.841 billion and $1.705 billion, respectively.

      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

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<PAGE>

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.

      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.

      In 1977, the State enacted legislation which created the  Counter-Cyclical
Budget  and  Economic  Stabilization  Fund  ("BSF").  The  BSF  is  designed  to
accumulate  balances  during years of significant  economic  growth which may be
utilized in years when the State's  economy  experiences  cyclical  downturns or
unforeseen fiscal emergencies. Prior to 1992, the State's General Fund reflected
negative  balances.  General Fund surplus  during  1992-98 was  transferred,  as
required by statute,  to the BSF. Calculated on an accrual basis, the unreserved
ending  accrued  balances of the BSF were $987.9  million at September 30, 1995,
$614.5 million at September 30, 1996,  $579.8 million at September 30, 1997, and
$1.000.5  million at  September  30,  1998.  The balance is net of a reserve for
future  education  spending of $529.1  million at September  30, 1996 and $572.6
million on 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

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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,
et al 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.

      The State has developed a risk management  program to identify risks faced
by the State concerning year 2000 operability. The State has identified computer
applications,  primarily  within the  executive  branch,  that are  critical  to
conducting the State's  operations and that need to be year 2000 compliant.  The
State's  year 2000  remediation  efforts  have been aimed  primarily at ensuring
unimpeded and  uninterrupted  operation,  including tax collections,  investment
activities, and timely payment of its obligations.  Because of the unprecedented
nature of the year  2000  issue,  its  effect  and the  success  of the  related
remediation  efforts  cannot  be fully  determinable  until  the  year  2000 and
thereafter.

      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.

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      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
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

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<PAGE>

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.

      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

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<PAGE>

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.

      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

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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.

      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,  a $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.

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<PAGE>

      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.  The
General Fund budget reserve was set at $622 million.

      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 $461 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 balance at June
30, 2001, at $3.324 billion.

      A February 1999 forecast  projected an Accounting  General Fund balance at
June 30, 1999,  at $1.235  billion due to a $285  million  increase in projected
revenues  and a $3 million  increase  in  expenditures.  The balance at June 30,
2001, was projected at $4.056 billion.

      The 1999  Legislature  authorized  $23.384  billion  in  spending  for the
1999-20001  biennium,  an increase of $2.053  billion,  or 9.6%,  from 1997-1999
expenditures. Resources for the 1999-20001 biennium were projected to be $24.620
billion.  Revenues,  excluding  the balance  brought  forward from the 1997-1999
biennium, are expected to be $2.248 billion, or 10.8%, greater than the previous
biennium.

      The  Legislature  passed a $1,250  billion  sales tax  rebate.  Individual
income tax rates were  reduced in all three  brackets,  from 6.0% to 5.5%,  from
8.0% to 7.25%,  and from  8.5% to 8.0%.  In  addition,  the  "marriage  penalty"
inherent in the previous rate structure was  eliminated.  These changes  reduced
projected revenues by $1.312 billion for the 1999-2001 biennium.

      The  Legislature   authorized  15.7%  more  spending  for  elementary  and
secondary education in the 1999-2001 biennium than in 1997-1999,  21.6% more for
property tax aid programs to local governments,  12.2% more for health and human
services and 7.0% more for higher education.

      The Legislature also provided that if, based on a forecast of General Fund
revenues and expenditures in November of an even-numbered year of February of an
odd-numbered year, the Commissioner of Finance projects a positive  unrestricted
budgetary  General  Fund  balance  at the  close of the  biennium  that  exceeds

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<PAGE>

one-half  of  one  percent  of  total  General  Fund  biennial   revenues,   the
Commissioner  shall  designate  the entire  balance as  available  for rebate to
taxpayers.  In making the  determinations  of General  Fund  balance or biennial
revenue,  the  Commissioner  is prohibited  from incoming any balance or revenue
attributable to certain tobacco settlement  payments received after July 1, 1998
and before July 1, 2001.  If the  Commissioner  designates an amount for rebate,
the Governor must then present a plan to the Minnesota  Legislature for rebating
that amount,  with payments to begin no later than August 15 of the odd-numbered
year. The legislation  provides that the Legislature shall either enact,  modify
or reject the plan presented by the Governor.

      After the Legislature  adjourned in may 1999, the  Commissioner of Finance
estimated that at June 30, 2001,  the  Accounting  General Fund balance would be
position $80 million.  The Accounting General Fund balance at June 30, 1999, was
an estimated $1.518 billion.

      The  Commissioner of Finance,  in a November 1999 forecast,  estimated the
Accounting  General  Fund balance at June 30, 2001,  at $1,584  billion,  $1.504
billion  more than  estimated  after the 1999  Legislature  adjourned,  due to a
$1.154  billion  increase in  projected  revenues,  a $453 million gain from the
1997-1999 biennium, and a $103 million decrease caused by spending increases and
other changes.

      Only $571 million of the $1.584 billion  projected  1999-2001  surplus was
available  for  spending.  The  statutes  allocate  $43 million to provide a $50
increase in per pupil elementary and secondary school aids. Sixty percent of the
remaining balance plus interest,  $1.013 billion, is deposited into the Property
Tax Reform Account.

      A February 2000 forecast  projected an Accounting  General Fund balance at
June 30, 2001, at $1.818  billion,  due to a $222 million  increase in projected
revenues  and a $12 million  decrease in  expenditures.  The balance at June 30,
2003, was projected at $2.282 billion.

      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
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

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<PAGE>

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 that 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  complaint  version  of the
accounting software. The State of Minnesota implemented the new software version
on November 30, 1998. Testing of the new compliant version to date has been very
positive.  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 fact  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  provides that it 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 that 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 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 August 1999 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.

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      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 February,  2000, that Missouri's largest non-agricultural
employers  were services with 28.4% of the  non-agricultural  work force,  trade
(wholesale and retail) with 23.6% of the non-agricultural work force, government
with 15.5% of the  non-agricultural  work force, and manufacturing with 14.8% of
the  non-agricultural  work force. The annual per capita personal income for the
State of Missouri  for 1996,  1997 and 1998 was  $22,586,  $23,629 and  $24,427,
respectively,  while the U.S.  annual per  capita  income for the same years was
$24,164,  $25,288 and $26,412. The University of Missouri in Columbia,  Missouri
(the  "University")  has  projected  that the per  capita  income  for  Missouri
residents  will  increase by between  4.5% and 4.9% in each  calendar  year 2000
through 2002;  while per capita income for U.S.  residents will increase 5.5% in
2000 with additional increases averaging 5.6% from 2001 through 2002. 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.

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      EMPLOYMENT.  The  U.S.  Bureau  of  Labor  Statistics  has  reported  that
Missouri's unemployment rates for fiscal years 1998 and 1999 were 4.2% and 3.4%,
respectively,  while  the U.S.  unemployment  rates  for the same  periods  were
approximately  4.5% and 4.2%.  The  University  has  projected  that  Missouri's
unemployment rate will be 3.9% in 2000, 3.8% in 2001 and 4.1% in 2002; while the
U.S.  unemployment  rate will be 4.3% in 2000, 4.3% in 2001 and 4.5% in 2002. 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 1999, the State derived  approximately  14.8% of
the General Fund revenue from sales and use taxes,  34.7% from individual income
taxes and 3.7% 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.  In  addition,  any  tax
increases above a defined limit require voter approval. This limit is the lesser
of fifty million  dollars  (adjusted  annually by the  percentage  change in the
personal  income of the State  for the  second  previous  fiscal  year),  or one
percent of total State  revenues for the second fiscal year prior to the general
assembly's action. Inadequate tax revenues due to the constitutional limitations
may adversely affect the State's ability to pay its debt obligations.

      Federal  grants  accounted  for  approximately  29.5% of the General  Fund
revenues  for fiscal year 1999.  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.

      Federal court-ordered  payments by the State for St. Louis and Kansas City
school  district  desegregation  plans were $285 million during fiscal year 1999
and $280  million  during  fiscal year 1998 to fund the  State's  share of those
plans. These amounts constituted  approximately 4.0% of the State's General Fund
revenue  (exclusive  of federal  grants)  for  fiscal  year 1999 and 4.4% of the
State's General Fund revenue (exclusive of federal grants) for fiscal year 1998.
Final settlement agreements, approved by the federal courts, were put into place
for both the St. Louis and Kansas City  desegregation  cases during  fiscal year
1999. As a result of these agreements, federal court-ordered payments for fiscal
year 2000 were $53.5  million,  and will be $50 million in fiscal year 2001. For
fiscal  years  2001-2010,  the State will be  obligated to pay a total of $126.5
million to the St. Louis public schools.

      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 1998,  the General
Fund revenue, minus federal grants, amounted to $6549 million, which represented
a 5.6%  increase in General  Fund revenue  over the  previous  fiscal year.  The
balance in the  General  Fund as of the end of the 1998  fiscal year was $1677.7

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million.  This  represented a 1.6% decrease in the General Fund balance from the
end of fiscal year 1997.

      For fiscal year 1999,  the State  budgeted,  exclusive of federal  grants,
$6554  million in General Fund revenue,  which  represented a 0.1% increase from
the actual revenue amount for fiscal year 1998.  However,  for fiscal year 1999,
the actual General Fund revenue,  exclusive of federal grants, was approximately
$6912  million,  which was 5.5%  higher than  budgeted  and  represented  a 5.5%
increase  from fiscal year 1998.  The actual  General Fund balance at the end of
fiscal year 1999 was $1531.4  million,  which was 8.8% lower than the balance at
the end of fiscal  year  1998.  For  fiscal  year  2000,  the State of  Missouri
budgeted,  exclusive of federal  grants,  $6957 million in General Fund revenue,
which  represents a 0.7% increase from the actual revenue amount for fiscal year
1999. 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,  subject to specified exceptions. One such exception
authorizes  the State 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
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.

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      As of June 30, 1999, 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  $1,013,500,000  in principal and $502,458,390
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
$101,505,000 in principal and $40,520,366 in interest to be paid over the period
such debt remains  outstanding.  In addition to the state bond debt,  as of June
30, 1999, the total  outstanding  principal amount of debt issued by independent
statutory  authorities  in  Missouri  was  $16,315,109,904.   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.   Standard  &  Poor's   Corporation  and  Moody's
Investor's Services,  Inc. 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 Standard & Poor's
Corporation and Aaa by Moody's Investor's Services, Inc., 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.

      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

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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.

      New Jersey is the ninth largest state in population and the fifth smallest
in land area.  With an average of 1,094  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

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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%and  between 1990 and 1998,  accelerated to
 .58% (according to the U.S. Department of Commerce, Bureau of the Census). 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.

      During 1998 a continuation of the national  business  expansion,  a strong
business  climate  in  New  Jersey  and  positive  developments  in  surrounding
metropolitan areas were major sources of New Jersey's economic growth.

      Average  employment in 1998 increased by 76,500 jobs compared to 1997. Job
gains were spread across a number of industries with particularly  strong growth
in business services (20,900) and in wholesale and retail trade (18,000).

      For the last decade, New Jersey's job growth has been concentrated in five
clusters   of  economic   activity  -  high   technology,   health,   financial,
entertainment  and logistics.  One of every three of New Jersey's workers are in
these  sectors,  and as a whole these  sectors  accounted  for a 19% increase in
employment over the past decade compared to a 4% employment growth for all other
New Jersey industries.

      Personal income in New Jersey, spurred by strong labor markets,  increased
by 5.4% in 1998,  a rate  comparable  to the  national  rate of  increase.  As a
result, retail sales rose by an estimated 6.2%. Low inflation, now less than 2%,
continues to benefit New Jersey  consumers and businesses and low interest rates
boost housing and consumer durable expenditures. Home building had its best year
of the decade.

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      Joblessness  fell in terms of both its absolute level and its rate, and by
the end of 1998,  New  Jersey's  unemployment  rate was at or below  that of the
nation.

      The  outlook  for  1999/2000  is for  continued,  although  more  moderate
economic growth.  Job gains in New Jersey,  which may be constrained at times by
labor  shortages  in skilled  technical  areas,  will be in the 50,000 range and
personal income growth will slow to an average of 4.3%.

      Major  caveats and  uncertainties  in the economic  forecast for 1999/2000
have increased. The national conditions in energy,  agriculture and manufactured
exports,  particularly  to Asian  markets,  are  threats  to the  U.S.  economy.
However,  these areas of economic activity are  under-represented  in New Jersey
and hence New Jersey has been able to avoid the immediate and direct  effects of
those problems.

      Other areas of concern include possible significant shifts in consumer and
investor  confidence,   unstable  and  potentially  deflationary   international
economic conditions,  and the prospect of leaner profits for U.S.  corporations.
In addition,  restructuring  of major  industries  will continue  spurred by the
imperative of cost containment  globalization of competition,  and deregulation.
Thus,  199/2000  contains  more risk that the recent past,  but the momentum and
measures of New Jersey's economic health are favorable.

      The New Jersey outlook is based largely on expected  economic  performance
and on recent  New  Jersey  strategic  policy  actions  aimed at  infrastructure
improvements,  effective  education,  and  training of its  workforce  and those
maintaining a competitive business climate.  Investments in each of these policy
areas are seen as vital to  maintaining  the  long-term  health of New  Jersey's
economy.

      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'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,  2000.  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 1999-2000  fiscal year on March 31, 1999 and the remainder of the
budget on August 4,  1999.  The  Governor  approved  the budget as passed by the
Legislature.  Prior to passing the budget in its entirety for the current fiscal

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year, the State enacted  appropriations that permitted the State to continue its
operations.

            ECONOMIC AND FINANCIAL FACTORS. The economic and financial condition
of the  State  may be  affected  by  various  financial,  social,  economic  and
political 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 2000 and 2001
for employment,  wages and personal income, although the growth in employment is
expected to moderate  from the 1999 pace.  Personal  income is estimated to have
grown by 4.7 percent in 1999,  fueled in part by a continued  large  increase in
financial  sector bonus payments at the year's end, and is projected to grow 5.5
percent in 2000 and 4.8 percent in 2001.  Total bonus  payments are projected to
increase  by 11 percent in 2000 and 10.5  percent  in 2001.  Overall  employment
growth is expected  to  continue at a more modest pace than in 1999,  reflecting
the slower  growth in the  national  economy,  continued  spending  restraint by
government  employers,  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
national  and  State  economic  forecasts  prepared  by  commercial  forecasting
services  and other  public and private  forecasters.  Economic  forecasts  have
frequently  failed to predict  accurately the timing and magnitude of changes in
the national and 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 conditional 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.

            EXECUTIVE  BUDGET.  The  Governor  presented  his 2000-01  Executive
Budget to the  Legislature  on January 10, 2000. The Executive  Budget  contains
financial  projections for the State's 1999-2000 through 2002-2003 fiscal years,
a detailed  explanation of receipts estimates and the economic forecast on which
it is based,  and a proposed  Capital Program and Financing Plan for the 2000-01
through  2004-2005  fiscal years.  On January 31, 2000,  the Governor  submitted
amendments to his Executive  Budget,  the most  significant of which  recommends
eliminating  all  gross  receipts  taxes on  energy  providers.  There can be no
assurance  that the  Legislature  will enact into law the Executive  Budget,  as
amended,  or that  the  State's  adopted  budget  projections  will  not  differ
materially and adversely from the projections set forth herein.

            The  1999-2000  enacted  budget  provides  for $831  million  in new
funding for public schools, the largest year-to-year  increase in State history.
The budget also enacts  several new tax cuts valued at $375  million  when fully
phased in by 2003-04.  None of the $1.82  billion  cash  surplus from 1998-99 is

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assumed to support spending in 1999-2000, but instead is reserved to help offset
the costs of previously enacted tax cuts that take effect after 1999-2000.

            The 2000-01  State  Financial  Plan is projected to have receipts in
excess of  disbursements  on a cash basis in the General Fund,  after accounting
for the  transfer of available  receipts  from  1999-2000 to 2000-01.  Under the
Governor's Executive Budget, as amended, total General Fund receipts,  including
transfers from other funds,  are projected to be $38.62 billion,  an increase of
$1.28  billion  (3.4  percent)  over  the  current  fiscal  year.  General  Fund
disbursements,  including  transfers to other funds,  are recommended to grow by
2.3 percent to $37.93 billion, an increase of $869 million over 1999-2000. State
Funds spending (the portion of the budget supported  exclusively by State taxes,
fees and  revenues) is projected to total $52.46  billion,  an increase of $2.57
billion or 5.1 percent. Spending from All Governmental Funds is also expected to
grow by 5.5 percent, increasing by $4.0 billion to $76.82 billion.

            The  Division  of Budget  expects  the State to close the  1999-2000
fiscal year with an available  cash surplus of $758 million in the General Fund.
The State  plans to use the  entire  $758  million  surplus  to make  additional
deposits to reserve  funds.  At the close of the current  fiscal year, the State
expects  to  deposit  $75  million   from  the  surplus  into  the  State's  Tax
Stabilization  Reserve  Fund - the  fifth  consecutive  annual  deposit.  In the
2000-01  Executive  Budget,  as amended,  the  Governor is  proposing to use the
remaining $683 million from the 1999-2000 surplus to fully finance the estimated
2001-01 and 2002-03 costs of his proposed tax reduction  package ($433  million)
and to increase the Debt Reduction Reserve Fund ($250 million).

            Many complex  political,  social and economic  forces  influence the
State's  economy and  finances,  which may in turn affect the State's  Financial
Plan. These forces may affect the State unpredictably from fiscal year to fiscal
year and are  influenced by  governments,  institutions  and events that are not
subject to the State's  control.  The Financial Plan is also  necessarily  based
upon forecasts of national and State economic activity.  Economic forecasts have
frequently  failed to predict  accurately the timing and magnitude of changes in
the national and State economies.  The projections  assume no changes in federal
tax law, which could substantially alter the current receipts forecast.

            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
employment  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
collection  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.

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            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.

            Additional  risks to the State Financial Plan arise out of potential
actions at the federal  level.  Potential  changes to federal tax law  currently
under  discussion  as  part  of the  federal  government's  efforts  to  enact a
multi-year tax reduction  package could alter the federal  definitions of income
on which certain State taxes rely. Certain proposals,  if enacted,  could have a
significant impact on State revenues in the future.

            The Personal Responsibility and Work Opportunity  Reconciliation Act
of 1996 created a new Temporary  Assistance  to Needy  Families  program  (TANF)
partially  funded  with a fixed  federal  block  grant to states.  This law also
imposes  (with  certain  exceptions)  a  five-year   durational  limit  on  TANF
recipients,  requires  that  virtually  all  recipients  be  engaged  in work or
community service activities within two years of receiving benefits,  and limits
assistance  provided to certain  immigrants  and other  classes of  individuals.
States are required to meet work activity  participation  targets for their TANF
caseload and conform  with certain  other  federal  standards or face  potential
sanctions in the form of a reduced federal block grant and increased State/local
funding  requirements.  Any future reduction could have an adverse impact on the
State's  Financial  Plan.  However,  the  State  has  been  able to  demonstrate
compliance  with TANF work  requirements  to date and does not now  expect to be
subject to associated federal fiscal penalties.

            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  herein.  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  Financial  Plan
projections include reserves of $50 million in 1999-2000 growing to $715 million
by 2002-03 for potential costs of new collective  bargaining  agreements.  These
reserve  amounts  are based upon  providing  all State  employees  with a salary
package  comparable  to the  agreement  ratified  by the  UUP in  1999.  It also
includes  reserves of $1.5  billion to help  offset the costs of tax  reductions
currently scheduled for implementation over the next three years.

            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 could impact
projected  budget gaps for the State.  These gaps would  result from a disparity
between recurring  revenues and the costs of maintaining or increasing the level
of support for State programs. For example, the fiscal effects of tax reductions

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adopted  in  the  last  several   fiscal  years  are   projected  to  grow  more
substantially in the forecast period, continuing to restrain receipts levels and
placing pressure on future spending levels. 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. To help guard against these risks, the
State has projected reserves of $2.4 billion in 1999-2000.

            The State's  outyear  projections  may change  substantially  as the
budget  process  for  2000-01  continues.  The  Governor  is expected to propose
amendments  to the 2000-01  Executive  Budget,  as  permitted  under law.  These
amendments may materially and adversely impact the projections set forth herein.
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
Executive  Budget as  proposed by the  Governor.  It is also  possible  that the
State's actions during the fiscal year may be insufficient to preserve budgetary
balance in either 2000-01 or in future fiscal years.

            There is  significant  uncertainty  in the  forecast  of the outyear
income  components,  which greatly influence personal income tax growth. In many
cases, a reasonable range of uncertainty  around the predicted income components
would include  significant  reductions in income tax receipts.  As a result, the
projections  for  2001-02  and 2002-03  are  relatively  conservative  given the
substantial uncertainty in predicting income tax receipts.

            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 as a whole, 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 State  Financial Plan 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.

            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 contains
projected  reserves of $150 million in 2000-01 for such  events,  but assumes no
significant  federal  disallowances  or other federal  actions that could affect
State finances.

            Additional  risks to the Financial Plan may arise from the enactment
of legislation by the U.S. Congress. For example,  Congress has recently debated
proposals  under  which the  federal  government  would  take a portion of state
reserves from the TANF block grant for use in funding other federal programs. It

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has also considered proposals that would lower the State's share of mass transit
operating assistance.  Finally,  several proposals to alter federal tax law that
have surfaced in recent years could adversely affect State revenues,  since many
State taxes  depend on federal  definitions  of income.  While  Congress has not
enacted  these  proposals,  it may do so in the  future,  or it may  take  other
actions that could have an adverse effect on State finances.

            RECEIPTS.  The 2000-01 State  Financial  Plan projects  General Fund
receipts,  including  transfers from other funds, of $38.62 billion, an increase
of $1.28 billion over 1999-2000.  After adjusting for tax law and administrative
changes,  recurring  growth  in the  General  Fund tax base is  projected  to be
approximately 5 percent during 2000-01.

            The forecast of General Fund  receipts in 2000-01  includes the next
stage of the School Tax Relief (STAR) property tax reduction program, as well as
the continuing  impact of earlier tax  reductions  totaling  approximately  $2.3
billion.  The  Executive  Budget,  as  amended,  also  proposes  several new tax
reductions  that which have only a modest cost in  1999-2000  and  2000-01,  but
reduce  receipts by $700  million  annually  when fully  phased in at the end of
2004-05.

            The largest component of the Governor's tax reduction package is the
proposal to eliminate all gross receipts taxes on energy  companies,  which will
reduce receipts an estimated $500 million when fully effective.

            The new tax cut proposals in the Executive  Budget are structured to
avoid any new  pressures on revenue  growth by becoming  fully  effective  after
current  tax cuts are fully  phased  in.  The  2000-01  Financial  Plan  further
mitigates  the impact on receipts by reserving  $433 million from the  1999-2000
surplus to fund the estimated  cost of new tax cuts,  including the reduction of
gross receipts taxes on energy companies, in 2001-02 and 2002-03.

            The  personal  income tax is  imposed on the income of  individuals,
estates  and  trusts  and is  based,  with  certain  modifications,  on  federal
definitions  of income  and  deductions.  Personal  income tax  collections  are
projected to reach $23.19  billion in 2000-01,  an increase of $2.48 billion (12
percent)  over  1999-2000.  Much of this  growth  is  associated  with the $1.82
billion net impact of the  transfer of the surplus  from  1998-99 to the current
year as  partially  offset by the  diversion  of an  additional  $661 million in
income tax  receipts to the School Tax Relief  (STAR)  Fund.  Adjusted for these
transactions,  the growth in net income tax receipts is roughly $1.8 billion, an
increase  of almost 9 percent.  This  increase is also due in part to the refund
reserve  transaction  that is  expected  to  occur at the  close  of  1999-2000.
Collections also benefit from the estimated  increase in income tax liability of
8.7  percent  in 1999 and 8.1  percent in 2000.  The large  growth in income tax
liability in recent years has been  supported by the continued  surge in taxable
income  attributable  to the rapid growth in equity markets and the  significant
growth in wages associated with financial  sector bonuses.  Stock market growth,
and the resulting large income gains,  are expected to moderate in 2000.  Growth
in 2000-01  receipts is offset,  in part, by deposits into the School Tax Relief
Fund that provides the revenues to finance the STAR program. The 2000-01 deposit
is recommended to total $2.02 billion, including an additional $1.2 billion from

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the personal  income tax for the 2001-02 cost of the STAR program.  In addition,
$250  million of 2000-01  personal  income tax  receipts  is  recommended  to be
deposited directly in the Debt Reduction Reserve Fund.

            User taxes and fees are comprised of  three-quarters  of the State's
four percent sales and use tax,  cigarette,  alcoholic  beverage,  container and
auto rental taxes, and a portion of the motor fuel excise levies. User taxes and
fees are projected at $7.07 billion in 2000-01,  a decrease of $366 million from
1999-2000.  The decline in this  category  reflects  the  incremental  impact of
approximately $510 million in already-enacted  tax reductions,  and the proposed
additional  earmarking of motor fuel tax receipts to the  Dedicated  Highway and
Bridge Trust Fund and the Dedicated  Mass  Transportation  Trust Fund.  The most
significant  statutory change in the sales tax for 2000-01 is the elimination of
the sales tax on clothing  and  footwear  costing  less than $110,  beginning on
March 1, 2000,  which will reduce  receipts,  including LGAC transfers,  by $597
million.  Adjusted for these changes,  the underlying growth of receipts in this
category is projected at 4 percent.

            User taxes and fees also include  cigarette,  tobacco and  alcoholic
beverage  taxes and fees,  motor fuel taxes,  and the  container and auto rental
levies.  The most  significant  change in these sources is the impact on General
Fund receipts  resulting from the excise tax increase on cigarettes enacted with
the Health Care Reform Act of 2000 (HCRA 2000), and the increased  earmarking to
the dedicated transportation funds mentioned above.

            Business taxes include franchise taxes based generally on net income
of   general   business,   bank   and   insurance   corporations,   as  well  as
gross-receipts-based  taxes on utilities and gallonage-based  petroleum business
taxes.  Total  business  taxes are projected at $4.21  billion in 2000-01,  $364
million  below  1999-2000  estimated  results.  The  year-over-year  decline  in
projected  receipts  in this  category  is  largely  attributable  to  statutory
changes.  These include the first year of a scheduled  corporation franchise tax
rate  reduction,  the alternative  minimum tax rate reduction,  the fixed dollar
minimum  rate  reduction,  and the  expansion  of the  investment  tax credit to
financial service companies.

            Legislation  enacted this year  affecting  receipts in this category
includes:  a phased  reduction in the net income tax rate applicable to bank and
insurance  companies from 9 percent to 7.5 percent;  reforms to the  corporation
franchise subsidiary capital tax; a further reduction in the alternative minimum
tax rate from 3 percent to 2.5 percent;  doubling the economic  development zone
and zone equivalent area wage tax credits;  and providing further reforms to the
apportionment  of income for the  airline  industry.  Leading  the  decline  are
corporation  and  utility  tax  receipts,  which are  projected  to fall by $609
million  from  1999-2000,  primarily as a result of  already-enacted  energy and
telecommunications  tax rate  reductions,  the use of tax credits from the Power
for Jobs program, and the final phase of the already-enacted  gross receipts tax
reduction.

            Corporate  franchise  tax receipts are projected to increase by $192
million in 2000-01,  due primarily to the impact of  legislation  submitted with
the  Executive  Budget to move energy  companies  from Article 9 gross  receipts
taxes to the corporate franchise tax.

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            Receipts  from  the  bank  franchise  tax are  projected  to be $590
million in 2000-01, $20 million above estimates for 1999-2000.  This increase is
the result of a relatively  stable  liability base and a reduction in prior-year
negative  adjustments.  Net  collections  from  insurance  taxes are expected to
increase  by almost  $36  million in  2000-01  to total  $637  million.  Lastly,
declining  General Fund  estimates for the  petroleum  business tax of almost $3
million in 2000-01  reflect  changes in the  percentage of this tax going to the
General Fund.

            Other  taxes  include  receipts  from  estate  and  gift  taxes  and
pari-mutuel taxes on wagering and off-track  betting  facilities and other minor
sources. Historically, the category also included the yield of the real property
gains tax (repealed in 1996) and receipts  from the real  property  transfer tax
which,  over the last  three  years,  have been  earmarked  to  support  various
environmental  programs.  In 2000-01  receipts from other taxes are estimated to
fall to $766 million.  The largest factor in the decline is the estimated effect
of  already-enacted  legislation that reduced the estate tax on February 1, 2000
and repealed the gift tax on January 1, 2000.

            Miscellaneous receipts include investment income, abandoned property
receipts,  medical  provider  assessments,  minor  grants,  receipts from public
authorities, and certain other license and fee revenues.  Miscellaneous receipts
are projected to decline in 2000-01,  largely as a result of the net loss of $36
million  in  statutory  reductions  to  medical  provider  assessments,  and the
one-time  receipt in  1999-2000  of $45 million in fines  attributable  to prior
years.

            Transfers from other funds to the General Fund consist  primarily of
tax revenues in excess of debt service  requirements.  Proceeds from one percent
of the  State's 4 percent  sales tax,  in excess of amounts  used to support the
debt service payments of the Local Government  Assistance  Corporation,  account
for 82  percent  of the  2000-01  receipts  in this  category.  Other  transfers
periodically  include  non-recurring  transactions,  which result in significant
annual volatility for this category. This transfer category also reflects excess
real estate  transfer  tax  receipts  not required for debt service on the Clean
Water/Clean  Air bonds  authorized  by the voters.  Other  transfers  in 2000-01
reflect a decline in expected receipts from the real estate transfer tax.

            DISBURSEMENTS. The DOB projects General Fund disbursements of $37.93
billion in 2000-01,  an increase of $869 million (2.3 percent ) over the current
year. The growth in spending is spread  throughout the Financial  Plan, with the
largest  increase for State  Operations  ($449  million),  followed by Grants to
Local  Governments  ($203 million),  General State Charges ($149  million),  and
Transfers to Other Funds ($69 million).

            The  Executive  Budget,  as  amended,  includes  approximately  $300
million in resources  from HCRA 2000,  the successor  legislation  to the Health
Care Reform Act of 1996. HCRA 2000 continues the negotiated reimbursement system
for  non-governmental  payors,  and provides  funding for,  among other  things,
graduate medical education, indigent care, and the expansion of health insurance
coverage for uninsured adults and children.  HCRA 2000 will help finance several
health-related programs, including prescription drug assistance for the elderly,
supplemental  Medicare  insurance,  and other public  health  services that were

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previously  funded  from the  General  Fund.  Programs  under  HCRA 2000 will be
financed with revenues  generated from the financing  mechanisms  continued from
HCRA 1996,  a share of the  State's  tobacco  settlement  and  revenues  from an
increased excise tax on cigarettes.

            Grants  to  Local   Governments   include  financial  aid  to  local
governments and non-profit  organizations,  as well as entitlement  payments for
individuals.  The largest  area of spending in local  assistance  are for aid to
public  schools (42 percent) and for the State's  share of Medicaid  payments to
medical  providers  (22  percent).  Spending  for higher  education  programs (6
percent),  mental hygiene programs (6 percent),  welfare assistance (5 percent),
and children and families services (3 percent)  represent the next largest areas
of local aid.

            Spending  in local  assistance  is  estimated  at $25.81  billion in
2000-01,  an increase of $203 million (0.8 percent)  from the current year.  The
change is spending is comprised  primarily of increases  for school aid,  health
and mental health  programs,  offset in part by the financing of certain  health
programs with dedicated funds supported by resources from HCRA 2000. Reestimates
of current spending needs, new cost containment, and spending from the Community
Projects Fund originally planned for 1999-2000 account for most of the remaining
change.

            General Fund spending for school aid is projected at $10.86  billion
in 2000-01 (on a State  fiscal year  basis),  an increase of $250  million  (2.4
percent).  On a school-year basis, school aid will grow by $355 million and fund
operating, building,  transportation,  and other school aid programs, as well as
the balance of aid payable for the 1999-2000 school year. The Executive  Budget,
as amended,  also recommends new funding for teacher certification and high-need
districts,  as well as programmatic  restructuring in BOCES aid, teacher support
aid and special education.

            Medicaid  spending is  estimated  at $5.68  billion in  2000-01,  an
increase  of $65  million  (1.2  percent)  from  1999-2000.  Spending  growth in
Medicaid is  projected  at 5.5  percent,  but is offset by the HCRA 2000 actions
noted  above,  including  continuation  of cost  containment  actions from prior
fiscal years, and efforts to maximize Federal aid that moderate spending growth.
The projections also include the use of $92 million from the tobacco  settlement
to help offset the increase in Medicaid costs.

            Spending on welfare is projected at $1.25 billion, a decrease of $11
million from 1999-2000.  Since 1994-95,  State spending on welfare has fallen by
one-third,  driven by the State's strong economic performance over the past four
years,  welfare changes initiated at the State and federal levels and aggressive
fraud prevention measures.  Although the number of people on welfare is expected
to decline from 1999-2000, General Fund support in 2000-01 is expected to remain
nearly unchanged primarily to satisfy maintenance-of-effort requirements.

            Local  assistance  spending for  Children  and Families  Services is
projected  at $789  million in 2000-01,  down $66  million  (7.7  percent)  from
1999-2000.  The  decline in General  Fund  spending  masks  higher  programmatic
spending  on child  care and  child  welfare  services  that is  occurring  with
increased Federal funds, allowing the State to expand services in this area.

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            Mental  hygiene  programs  are  expected  to grow by $66  million to
almost  $1.50  billion in 2000-01,  with  additional  funding for the  Community
Reinvestment  Program,  Kendra's  Law, and the new community  services  programs
initiated in  1999-2000.  General Fund growth in mental  hygiene is moderated by
increases in Federal aid ($65 million) and the availability of HCRA 2000 funds.

            Spending  for all other local  assistance  programs is  projected to
total $5.73 billion in 2000-01. Increased funding for programs for children with
special  educational needs ($16 million),  county  administration of welfare and
Medicaid  programs ($23  million),  support for the City  University of New York
($50  million),  and a timing  adjustment for  disbursements  from the Community
Projects Fund ($140 million) is partially  offset with decreases  resulting from
utilization  of  HCRA  2000  revenues  to  fund  various  health  programs.  The
projections  include  spending  of $24  million  for  the  Consolidated  Highway
Improvement  Program  (down $35  million  from last  year),  $82 million for the
Empire State Development  Corporation (down $22 million),  and the creation of a
Criminal Justice Block Grant that consolidates  several programs for the purpose
of increasing flexibility for local governments.

            State  Operations  account  for the cost of running  the  Executive,
Legislative,  and Judicial branches of government.  Spending in this category is
projected to increase by $449 million, or 6.8 percent above 1999-2000.  Personal
service  costs are  projected  at $5.12  billion,  an increase of $308  million;
non-personal  service costs are projected at $1.96 billion,  an increase of $141
million.

            Higher  spending for State  Operations is  attributable in part to a
reduction in one-time  receipts from the State  University  that offset  General
Fund spending in 1999-2000 ($61 million), and a decrease in federal grant awards
for  the   Department  of  Justice  ($80   million),   a  portion  of  which  is
timing-related.

            Other sources of growth in State Operations  include the cost of the
labor contract between the United University  Professionals  (UUP) and the State
University  ($50  million),  the  development  of  computerized  systems  in the
Department of Health and the  Department  of Family  Assistance  ($45  million),
increases  in the  Judiciary  budget  ($38  million),  and  higher  costs in the
Department of Justice in 2000-01,  including the full cost of staffing two State
prisons -- one recently  opened and one scheduled to open in 2000 ($32 million).
The State's overall  workforce is projected at approximately  196,100 persons by
the end of 2000-01, up about 1,700 from the end of 1999-2000.

            General  State  Charges  (GSCs)  account for the costs of  providing
fringe  benefits to State  employees and retirees of the Executive,  Legislative
and Judicial branches.  These payments, many of which are mandated by statute or
collective bargaining  agreements,  include employer contributions for pensions,
social  security,  health  insurance,  workers'  compensation  and  unemployment
insurance. GSCs also cover State  payments-in-lieu-of-taxes to local governments
for certain  State-owned  lands, and the costs of defending lawsuits against the
State and its  public  officers.  Total  spending  in General  State  Charges is
projected  to grow by $149  million  (7.1  percent)  over  1999-2000.  The State

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expects  higher health  insurance  rates in calendar  year 2000 ($115  million),
primarily to cover the increasing cost of providing  prescription  drug benefits
for State employees.

            Transfers  in  support  of  debt  service  are   projected  to  grow
approximately 2 percent to $2.28 billion in 2000-01.  Debt reduction initiatives
include additional  deposits to DRRF, a constitutional and statutory debt reform
proposal, and other debt management strategies that expand the use of short-term
instruments  to  reduce   financing  costs  and  broaden  the  market  base  for
State-supported debt.

            Transfers in support of capital projects in 2000-01 are projected at
$238  million,  a $95  million  increase  over the  1999-2000  estimate  of $143
million.  The increase is primarily  due to an  adjustment  related to DRRF that
artificially lowers transfers by $50 million in 1999-2000.  Also, reimbursements
for SUNY advance capital spending return to a more traditional  level in 2000-01
after $44 million of delayed reimbursements for 1998-99 spending was received in
1999-2000.

            All other transfers  decline in 2000-01 primarily as a result of the
State's  subsidy  for the Roswell  Park Cancer  Institute  ($90  million)  being
financed under HCRA 2000.

            TOBACCO  SETTLEMENT  PROCEEDS AND USES.  On November  23, 1998,  the
attorneys  general for  forty-six  states  (including  New York)  entered into a
master   settlement   agreement   (MSA)  with  the  nation's   largest   tobacco
manufacturers.  Under the terms of the MSA,  the states  agreed to  release  the
manufacturers from all smoking-related claims in exchange for specified payments
and the imposition of  restrictions on tobacco  advertising  and marketing.  New
York is  projected  to receive  $25 billion  over 25 years  under the MSA,  with
payments  apportioned among the State (51 percent),  counties (22 percent),  and
New York City (27 percent).  The projected  payments are an estimate and subject
to  adjustments  for,  among other  things,  the annual  change in the volume of
cigarette shipments and the rate of inflation.

            From 1999-2000  through 2002-03,  the State expects to receive $1.54
billion under the nationwide settlement with cigarette manufacturers.  Counties,
including New York City, will receive settlement  payments of $1.47 billion over
the same period.

            The State plans to use $1.29  billion in tobacco money over the next
three  years to finance  health  programs  under HCRA 2000 ($1.01  billion)  and
projected new costs in Medicaid  ($274  million).  The remaining $250 million in
one-time tobacco payments from 1999-2000 is proposed to be deposited to the Debt
Reduction Reserve Fund (DRRF) and used to lower State debt.

            CAPITAL PROJECTS FUNDS. Disbursements from Capital Projects funds in
2000-01 are estimated at $4.33 billion,  or $156 million higher than  1999-2000.
The  proposed  spending  plan  includes:  $2.59  billion  in  disbursements  for
transportation purposes,  including State and local highway and bridge programs;
$722 million for environmental  activities;  $261 million for public protection;
$401 million for education, including SUNY and CUNY; and $134 million for mental
hygiene projects.

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            Approximately 54 percent of capital projects  spending in 2000-01 is
proposed  to be  financed  with State (23  percent)  and  federal  (31  percent)
"pay-as-you-go"  resources.  State-supported  bond  issuances  are projected to,
finance  46 percent of  capital  projects  spending  with 8 percent of the total
financed with General  Obligation  bonds and the balance (46 percent) from lease
purchase contractual obligations

            DEBT  SERVICE  FUNDS.  Disbursements  from  Debt  Service  Funds are
estimated  at $3.81  billion  in  2000-01,  an  increase  of $234  million  from
1999-2000.  The  increase in debt  service is  primarily  attributable  to bonds
issued in prior fiscal years in support of the following projects:  $131 million
for State and local  highway  and  bridge  programs  financed  by the  Dedicated
Highway and Bridge  Trust Fund;  $39 million for SUNY and CUNY higher  education
purposes,  and $22 million for the mental hygiene programs  financed through the
Mental Health Services Fund.

            The proposed 1999-2000 through 2004-05 Capital Program and Financing
Plan was released with the Executive Budget on January 11, 2000. The recommended
five-year Capital Program and Financing Plan reflects debt reduction initiatives
that  would  reduce  State-supported  debt  and  reform  the  State's  borrowing
practices. The Executive Budget, as amended,  proposes to triple the size of the
Debt  Reduction   Reserve  Fund  (DRRF)  to  $750  million  ($250  million  from
current-year deposits; $250 million from the 1999-2000 surplus; and $250 million
from  one-time  receipts  from  the  tobacco  settlement).  Two-thirds,  or $500
million,  of the moneys will be used in 2000-01 to retire the  State's  existing
high cost debt and increase pay-as-you-go spending for previously  bond-financed
programs. The balance, $250 million, will remain in DRRF in 2000-01, and will be
used to further reduce debt in 2001-02.  The Executive Budget, as amended,  also
includes  constitutional  and statutory debt reform  proposals that, if enacted,
would ban "back door"  borrowing,  impose caps on new debt  outstanding and debt
service  costs,  and  restrict  the use of debt to capital  purposes  only.  The
statutory  proposal  would  apply to new debt issued  after  April 1, 2000.  The
earliest  the  constitutional  proposal can take  effect,  after  passage by two
separately-elected Legislatures and approval by the voters, is January 1, 2002.

            Efforts to reduce debt,  unanticipated  delays in the advancement of
certain projects and revisions to estimated  proceeds needs will modestly reduce
projected  borrowings in 1999-2000.  The State's  1999-2000  borrowing  plan now
projects  issuances of $390 million in general  obligation bonds (including $140
million for  purposes of  redeeming  outstanding  BANs).  The State  issued $107
million  in  Certificates  of  Participation  to  finance  equipment   purchases
(including costs of issuance) during the 1999-2000 fiscal year.

            Borrowings  by public  authorities  pursuant to  lease-purchase  and
contractual-obligation   financings  for  capital  programs  of  the  State  are
projected to total  approximately  $2.61 billion,  including  costs of issuance,
reserve  funds,  and  other  costs,  net of  anticipated  refundings  and  other
adjustments in 1999-2000.  Included therein are borrowings by the: (i) Dormitory
Authority of the State of New York (DASNY) for the State  University of New York
(SUNY);  the City  University of New York (CUNY);  mental health and educational
facilities including RESCUE (school construction); new facilities for the Office

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of the State  Comptroller and the New York State and Local  Retirement  Systems;
(ii)  Thruway  Authority  for the  Dedicated  Highway and Bridge  Trust Fund and
Consolidated  Highway Improvement Program;  (iii) Urban Development  Corporation
(UDC doing business as the Empire State Development  Corporation) for prison and
youth facilities,  economic development and natural resources preservation;  and
(iv)  Environmental  Facilities  Corporation (EFC) for water pollution  control.
This  includes  an  estimated  $98  million  to  be  issued  for  the  Community
Enhancement  Facilities  Assistance  Program  (CEFAP) for  economic  development
purposes,  including  financings for sports facilities,  cultural  institutions,
transportation, infrastructure and other community facility projects.

            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. At
the beginning of 1999,  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 $94 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  authorities  generally pay their
operating  expenses  and debt  service  costs  from  revenues  generated  by the
projects they finance or operate, 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 (MTA) receives the bulk of
this money in order to carry out mass transit and commuter services. The MTA has
proposed a $17.5 billion capital program for 2000 through 2004.  There can be no

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assurance that the proposed capital plan will be approved by the Capital Program
Review Board without significant modifications, that the plan as adopted will be
adequate  to  finance  the MTA's  capital  needs over the plan  period,  or that
funding  sources  identified  in  the  approved  plan  will  not be  reduced  or
eliminated.  There  can be no  assurance  that  all the  necessary  governmental
actions  for  future  capital  programs  will be  taken,  that  funding  sources
currently  identified  will not be decreased or eliminated,  or that the Capital
Programs or parts thereof, will not be delayed or reduced. Should funding levels
fall  below  current  projections,  the MTA  would  have to revise  its  Capital
Programs accordingly.  If the Capital Programs are delayed or reduced, ridership
and fare revenues may decline, which could, among other things, impair the MTA's
ability to meet its operating expenses without additional assistance.

            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 1999-2000 and 2000-01 fiscal years and thereafter.

                  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 receive  significant
financial assistance from the State. State aid contributes to the City's ability
to  balance  its budget  and meet its cash  requirements.  The State may 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

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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 summarizes 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.

            To  successfully  implement the City's  financial plan, the City and
certain  entities  issuing  debt for the benefit of the City must  market  their
securities  successfully.  The City issues securities to finance,  refinance and
rehabilitate  infrastructure  and other capital  needs,  as well as for seasonal
financing  needs.  In fiscal year 1998 and again in fiscal year 2000,  the State
constitutional  debt limit would have  prevented the City from entering into new
capital  contracts.  To prevent these  disruptions in the capital  program,  two
entities  were  created to issue debt to increase the City's  capital  financing
capacity:  (i) the State Legislature created the Transitional  Finance Authority
("TFA")  in 1997,  and  (ii)  the City  created  the  Tobacco  Settlement  Asset
Securitization Corporation in 1999. Despite these actions, the City, in order to
continue its capital program,  will need additional financing capacity in fiscal
year 2002, which could be provided through increasing the borrowing authority of
the TFA or amending the State constitutional debt limit. To continue its capital
plan  without  interruption,  the City is  proposing  an  amendment to the State
Constitution to change the methodology  used to calculate the debt limit.  Since
an amendment to the  Constitution  to raise the debt limit could not take effect
until  City  fiscal  year  2001-02  at the  earliest,  the City has  decided  to
securitize a portion of its share of the proceeds from the  settlement  with the
nation's  tobacco  companies.  However,  a number of potential  developments may
affect both the  availability  and level of funding  that the City will  receive
from the tobacco  settlement.  City officials have indicated that,  should their
efforts to securitize a portion of City tobacco settlement  proceeds fail or not
be  accomplished  in a timely  manner,  the City  will  request  that the  State
increase the borrowing authority of the TFA. 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  evaluate  compliance  with  the  financial  plan,  as

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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 1997-98. Recent staff reports also indicate that the City projects a
surplus for City fiscal year  1998-99.  Although  several  sectors of the City's
economy  have  expanded  over the last  several  years,  especially  tourism and
business and professional  services,  City tax revenues remain heavily dependent
on the continued  profitability of the securities industries and the performance
of the national  economy.  In addition,  the size of recent tax  reductions  has
increased  to  over $2  billion  in  City  fiscal  year  1999-2000  through  the
expiration of a personal  income tax surcharge,  the repeal of the  non-resident
earnings tax and the elimination of the sales tax on clothing items costing less
than $110.  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 oversight and assistance is not
included in the projections of the State's  receipts and  disbursements  for the
State's 1999-2000 fiscal year.

            The State has provided extraordinary  financial assistance to select
municipalities,  primarily  cities,  since the 1996-97 fiscal year.  Funding has
essentially  been continued or increased in each  subsequent  fiscal year.  Such
funding in 1999-2000  totals $113.9  million.  In 1997-98,  the State  increased
general purpose state aid for local  governments by $27 million to $550 million,
and has continued funding at this new level since that date.

            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.

            While the distribution of general purpose aid for local  governments
was  originally  based on a statutory  formula,  in recent  years both the total
amount appropriated and the shares appropriated to specific localities have been
determined  by the  Legislature.  A State  commission  established  to study the
distribution and amounts of general purpose local government aid failed to agree
on any recommendations for a new formula.

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            Counties,  cities, towns, villages and school districts have engaged
in substantial short-term and long-term borrowings. According to the most recent
information  available from the State, the total  indebtedness of all localities
in the State other than The City of New York was approximately  $21.0 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 the most  recent  fiscal  year  for  which  information  is  currently
available.

            Like  the  State,   local   governments  must  respond  to  changing
political,  economic and financial  influences over which they have little or no
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  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.  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
1999-2000  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.  The  General  Purpose
Financial  Statements  for the 1998-99  fiscal year  report  estimated  probable
awarded and  anticipated  unfavorable  judgments of $895 million,  of which $132
million is expected  to be paid  during the  1999-2000  fiscal  year.  The State
believes that the 1999-2000 State Financial Plan includes sufficient reserves to
offset the costs  associated  with the payment of judgments that may be required
during the 1999-2000  fiscal year.  These reserves  include (but are not limited
to)  amounts  appropriated  for  court of claims  payments  and  projected  fund
balances in the General Fund. In addition, any amounts ultimately required to be
paid by the State may be subject to  settlement or may be paid over a multi-year
period.  There can be no  assurance,  however,  that adverse  decisions in legal
proceedings  against  the State  would not exceed  the  amount of all  potential

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1999-2000 State Financial Plan resources available for the payment of judgments,
and could  therefore  affect  the  ability  of the State to  maintain a balanced
1999-2000 Financial Plan.

            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.  To date,  the State has  experienced  no  significant  Year 2000 computer
disruptions.  Monitoring  will continue over the next few months to identify and
correct any problems  that may arise.  However,  there can be no assurance  that
outside  parties who provide goods and services to the State will not experience
computer  problems related to Year 2000 programming in the future,  or that such
disruptions,  if they occur, will not have an adverse impact on State operations
or finances.

      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 technology,  industry,  agriculture,  tourism, and the government
sector.  North Carolina is shifting from its predominantly  agricultural economy
to a  service-  and  goods-producing  economy.  The labor  force  has  undergone
significant  changes  during  recent years with the advent of Research  Triangle
Park in surrounding counties as well as in the Charlotte  metropolitan area. The
majority of non-agricultural  employment is spread among  manufacturing,  retail
trade,  services,  and the government  sector.  As such, the labor force mirrors
this increased  emphasis toward  non-agricultural  production.  Citing the North
Carolina Employment Security Commission, total non-agricultural employment as of
February  1999  was  approximately  3,778,200  jobs,  of which  810,000  were in
manufacturing.  These figures have moved in opposite directions since 1991, when
total non-agricultural  employment was approximately 3,072,200, of which 826,100
jobs were in manufacturing. Total non-agricultural employment is slightly higher
than in 1998 when there were  approximately  3,773,700 jobs in this category.  A
majority of the employment that was available within the non-agricultural sector
as of February 1999 was provided by  manufacturing,  retail trade,  the services
industry,  and the government sector. In February 1999,  manufacturing  provided
approximately  810,000 jobs, retail trade provided  approximately  655,300 jobs,
services  provided  approximately  2,780,900  jobs,  and the  government  sector
provided approximately 617,300 jobs.

      Based upon the available  official census estimates of population  growth,
the population of North  Carolina  increased 11.4 percent from 5,880,095 in 1980
to  6,632,448  in 1990,  and further  increased  to  7,650,789  in 1999,  for an
increase of 15.4  percent  from 1990.  The North  Carolina  Employment  Security
Commission  estimates the unadjusted  unemployment rate in February 1999 to have
been  4.1  percent  of  the  labor  force  despite  the   national,   unadjusted

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unemployment rate of 4.3 percent.  North Carolina's annual average  unemployment
rate over the past ten (10) years has ranged  from a high of 5.9 percent in 1992
to a low of 3.5 percent in 1989.

      Agriculture  remains North  Carolina's  basic  economic  component.  North
Carolina  again  ranked  eighth  (8th) in the nation in 1998 total farm  income.
Total gross agricultural income in 1998 was approximately 7.3 billion, down from
$8.2 billion in 1997. Poultry and eggs remain the leading source of agricultural
non-crop income in the State. Income from the production of poultry and eggs for
1998 was approximately  $2.2 billion,  accounting for approximately 30.5 percent
of the gross  agricultural  income.  These  figures are down from 2.3 billion in
1996. In addition, tobacco production remains the leading source of agricultural
crop  income  in North  Carolina.  Income  production  of  tobacco  for 1998 was
approximately  $997 million,  accounting for  approximately  13.9 percent of the
gross  agricultural  income.  The amount of income  received was down from $1.19
billion in 1997.  The percentage of the State's gross  agricultural  income from
tobacco  sales  continues  to  decline  from  14.4  percent  in  1997.   Federal
legislation and regulatory  measures regarding  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  state's  economy  as a whole.  In  1998,  total  production  of
flue-cured  tobacco (one of North Carolina's largest  agricultural  commodities)
decreased 25 percent from the year before, and burley tobacco production in 1998
also  decreased  12  percent  from  1997.  Two  hurricanes  impacting  the major
producing tobacco counties in 1998 contributed to these decreases.

      In 1998,  there  were  approximately  58,000  farms in North  Carolina  as
compared  to  59,000  in 1997 and  59,500  in 1994.  Notwithstanding  the  total
decrease  in the  total  number  of  North  Carolina  farms,  the  diversity  of
agricultural  products  in the state  and a  continuing  thrust  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 1998 North Carolina ranked first (1st)
in the nation in the production of flue-cured  tobacco,  total tobacco,  turkeys
raised,  and sweet  potatoes;  second (2nd) in the  production  of cucumbers for
pickles,  the number of hogs and pigs,  Christmas trees, and trout sales;  third
(3rd) in poultry and egg products cash receipts;  fourth (4th) in the production
of greenhouse  and nursery cash  receipts,  commercial  broilers cash  receipts,
peanuts, blueberries, and strawberries;  sixth (6th) in the production of burley
tobacco and cotton; and seventh (7th) in the production of catfish sold, pecans,
watermelons,   and  cash   receipts   from   livestock,   dairy,   and  poultry.
Correspondingly,  a strong agribusiness sector also undergirds 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 1998 that  approximately  $10.8  billion was spent on travel and
tourism in the state.  This makes tourism the second  largest  industry in North
Carolina.  This is compared to approximately $10.1 billion in 1997, $9.8 billion
in 1996,  $9.1 billion in 1995,  $8.5 billion in 1994, and $8.1 billion in 1993.
In 1998, the State's travel  industry  generated more than $841 million in state

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and local taxes--this provided approximately 186,400 full-time,  tourism-related
jobs. The greatest number of visitors to the state came from Virginia,  Georgia,
South Carolina, Florida, Tennessee, and Ohio.

      LEGISLATIVE  DEVELOPMENTS.  The  following  represents  an overview of the
State  budgetary  system and a discussion of  legislation  passed by the General
Assembly recently effecting the State budget and fiscal health.

      Management of the  government is  responsible  for the  establishment  and
maintenance of an internal control structure  designed to ensure that the assets
of the State are  protected  from  loss,  theft,  or misuse  and to ensure  that
adequate  accounting date are compiled to allow for the preparation of financial
statements in conformity  with  generally-accepted  accounting  principles.  The
internal control structure is designed to provide reasonable,  but not absolute,
assurance  that these  objectives  are met. The concept of reasonable  assurance
recognizes that: (1) the cost of a control should not exceed the benefits likely
to be derived,  and (2) the valuation of costs and benefits  requires  estimates
and judgments by management.

      As a  recipient  of  federal  financial  assistance,  the  State  also  is
responsible  for  ensuring  that an adequate  internal  structure is in place to
ensure  compliance  with  applicable  laws  and  regulations  related  to  those
programs.  This internal control structure is subject to periodic  evaluation by
management, internal audit staff, and independent auditors of the government.

      In  November  1996,  the voters of North  Carolina  approved  bonds in the
amount of $1.8  billion  for school  construction  and $950  million for highway
construction.  In November 1998,  North Carolina voters approved $800 million of
new debt to finance grants and loans to local  government units for waste supply
systems,  wastewater collection systems,  wastewater treatment plants, and water
conservation  and water reuse  projects;  and an additional  $200 million of new
debt to finance grants,  loans, or other financing to public or private entities
for  construction  of natural  gas  facilities.  The amount of  authorized,  but
unissued bonds,  was $2.15 billion as of June 1999. The final bond issue related
to the $1.8  billion  of school  construction  bonds,  which  were  approved  in
November  1996,  was issued in April 1999 in the amount of $450  million.  These
bonds were issued at rates ranging from 4.5 percent to 5.0 percent.

      North Carolina sold $450 million of General Obligation School Construction
Bonds in March 1999.  Correspondingly,  the state also sold  $25.905  million of
Clean Water Refunding Bonds at the same time. The refunding bonds provided funds
for refunding $24 million of Clean Water Bonds Series 1994A.

      Over the  past 20  years,  North  Carolina  state  debt  obligations  have
maintained ratings of Aaa by Moody's and AAA by Standard &Poors. 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.

      In addition,  the state  maintains  budgetary  controls.  The objective of
these budgetary controls is to ensure compliance with legal provisions  embodied
in the annual appropriated  budget approved by the General Assembly.  Activities
of the General Fund and most departmental  special revenue funds are included in

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the annual  appropriated  budget.  The state  Highway Fund and the Highway Trust
Fund,  the state's  major special  revenue  funds,  are primarily  budgeted on a
multi-year basis. Capital projects are funded and planned in accordance with the
time it will take to complete the project. The level of budgetary control (I.E.,
the level at which expenditures  cannot legally exceed the appropriated  amount)
is  exercised  at both the  departmental  and  university  level  via  quarterly
allotments, with allotment control exercised by the State Controller, and on the
program  line-item  levels  requiring  certain  approvals by the Director of the
Budget.  Legislative  authorization of departmental  expenditures appears in the
State  Appropriation  Bill.  This  "Certified  Budget" is the legal  expenditure
authority; however, executive changes to the legal budget may be approved by the
Office of the State  Budget and  Management  (OSBM).  This results in the "Final
Budget" presented in the financial statements.

      Revenues and other financing  sources for general  governmental  functions
(General Fund,  special revenue funds,  and capital  projects funds) amounted to
$24.15 billion for the fiscal year ended June 30, 1999.  Tax revenues  increased
by $530  million  in 1999,  reflecting  a slower  rate of growth  in income  tax
collections. Individual income tax collections increased by $461 million in 1999
to $6.586  billion (a 7.53 percent  increase from 1998).  Sales tax  collections
grew by $69.4 million in 1999 (a 2.12 percent increase over 1998). Highway taxes
were $1.505  billion in 1999,  $27.7  million more than in 1998.  Federal  funds
revenues  grew by $3.14  million in 1999,  an increase of 5.2 percent over 1998.
Increases in federal revenues are due to increased federal program  expenditures
for which the state is reimbursed.  Finally, investment earnings of $529 million
reflect a decrease of $47  million in 1999.  This  includes  realized/unrealized
gains,   distributed  and  accrued  interest  on  cash  and   investments,   and
securities-lending  activity.  Cash and cash  equivalents  decreased  by  $164.2
million, while investments decreased by $616.4 million, with $472 million of the
decrease originating from the General Fund.

      Two  North  Carolina  Supreme  Court  cases  in  recent  years  may have a
significant  impact on the State's  budget.  One decision  expanded the class of
taxpayers eligible to receive a refund of certain  intangibles taxes paid, which
have now been found to be  unconstitutional;  as a result, the State will pay an
additional  $440  million  in 1999 and  2000  for  intangibles  tax  refunds  to
non-protestors.   The  other  decision   concerned   State  income  taxation  of
governmental retirees. As a result, the State has funded a total of $799 million
in 1998 and 1999 for refunds to public-sector  retirees,  plus an estimated $133
million per year in annual tax exclusion going forward.

      In November  1998,  46 states'  Attorneys  General  and the major  tobacco
companies   executed  a  proposed   settlement   that   reimburses   states  for
smoking-related  medical  expenses  paid through  Medicaid and other health care
programs.  North Carolina could receive approximately $4.6 billion over the next
25 years.  The  settlement was approved in a Consent Decree in December 1998. In
March 1999, the General Assembly enacted a law approving the  establishment of a
foundation to provide  economic impact  assistance to  economically  affected or
tobacco dependent  regions in North Carolina.  The court must review the law for
compliance with the intent outlined in the Consent Decree.  The foundation would
receive 50 percent of the settlement.  The remaining half would be split equally
between two trust funds  established  by the  General  Assembly.  One trust fund

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would be for the  benefit of tobacco  farmers,  quota  holders,  and  persons in
tobacco-related  businesses,  and the  second  trust  fund  would be for  health
programs.

      During 1999, North Carolina  enjoyed its eighth (8th)  consecutive year of
economic  growth.  Most of the economic  indicators  (a robust  economy,  worker
productivity  rose,  a low  unemployment  rate) moved in a  favorable  direction
during the year although interest rates trended higher during the second half of
the year.  Consumer spending,  accounting for the majority of economic activity,
increased 5 percent.  Most of North Carolina  enjoyed a good economy during this
time  period.  The state's  Gross  State  Product is  estimated  to have grown 5
percent.

      Finally, Hurricane Floyd (preceded by Hurricane Dennis) hit North Carolina
in late 1999; its aftermath will have profound economic repercussions. Hurricane
Floyd   impacted  the  eastern  half  of  the  state--the   prime   agricultural
counties--accounting for 20 percent oF the state's economy.  Millions of dollars
of wealth were  destroyed,  many businesses were lost, and lives were disrupted.
Hurricanes  Floyd and Dennis have  required  over $800  million of state  funds.
Subsequent funds may be needed to match federal aid. In addition, the damage may
result  in  decreased  tax  revenues  from the  affected  parts of the  State in
upcoming years.

      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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      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 1998 is 11,209,000.

      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 annual  State rates were below or at the  national  rates (4.3%
versus  4.5% in  1998,  both at 4.2% in  1999).  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

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million;  the $100.4  million BSF balance and  additional  amounts  from certain
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 1998-99 biennium ending GRF balances were $1.5 billion (cash) and $976
million  (fund).  Of that fund balance,  $325.7 million has been  transferred to
school  building  assistance,  $46.3  million to the BSF,  $90 million to supply
classroom  computers  and  for  interactive  video  distance  learning,  and the
remaining  amount to the State income tax reduction fund. The BSF had a March 2,
2000 balance of over $953 million.

      The GRF appropriations  acts for the current 2000-01 biennium (one for all
education purposes, and one for general GRF purposes) were passed on June 24 and
June 28, 1999, respectively, and promptly signed (after selective vetoes) by the
Governor.  Those acts provided for total GRF biennial expenditures of over $39.8
billion  Necessary  GRF debt  service and  lease-rental  appropriations  for the
entire   biennium  were  requested  in  the  Governor's   proposed   budget  and
incorporated in the appropriations bills as introduced, and were included in the
bill  versions  as passed by the House and the  Senate and in the acts as passed
and signed.

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      The State's  incurrence or assumption of debt without a vote of the people
is, with  exceptions  noted below,  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.)

      By 16  constitutional  amendments  approved  from 1921 to date (the latest
adopted in 1999) Ohio voters  authorized  the  incurrence  of State debt and the
pledge of taxes or excises to its payment.  At March 2, 2000,  over $1.4 billion
(excluding certain highway bonds payable primarily from highway use receipts) of
this debt was  outstanding.  The only such  State  debt  currently  at that date
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 ($19.3  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  $1.06
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 ($109.1 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  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.

      A  constitutional  amendment  approved  by the  voters  in  November  1999
authorizes State general obligation debt to pay costs of facilities for a system
of common schools  throughout  the State and facilities for state  supported and
assisted  institutions of higher education.  That, and other debt represented by
direct  obligations of the State  (including  that authorized by the Ohio Public
Facilities  Commission and Ohio Building  Authority,  and some authorized by the
Treasurer),  may not be issued if future FY total debt  service on those  direct
obligations to be paid from the GRF or net lottery  proceeds exceeds 5% of total
estimated  revenues of the State for the GRF and from net State lottery proceeds
during the FY of issuance.

      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 $5.2  billion of
which were outstanding at March 2, 2000.

      In recent years,  State agencies have 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,

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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 March 2, 2000) to be  approximately  $28.5  million (of which
$24.7  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
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 of approximately  47% in FY 1998) of their operating moneys from State
subsidies,  but are dependent on local property taxes,  and in 126 districts (as
of March 2, 2000) 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.  After a further hearing, the trial court decided
that steps taken to that date by the State to enhance school funding had not met
the  requirements  of the  Supreme  Court  decision.  The State  appealed to the
Supreme Court,  before which oral  arguments  were heard in November 1999.  That
Court has issued a stay,  pending appeal, of implementation of the trial court's
order. A small number of the State's 611 local school districts have in any year
required special assistance to avoid year-end deficits. A now superseded program
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 totaled $87.2 million for 20 districts in

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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
27 cities and villages; for 21 of them the fiscal situation was resolved and the
procedures  terminated  (one  municipality  is currently in preliminary  "fiscal
watch" status).  As of February 11, 2000, a school district  "fiscal  emergency"
provision was applied to 11  districts,  and eight 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
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  relies to a large
degree on high  technology,  export and other  industries that 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 1997 Measure 50 was passed which limits future  increases in property  taxes.
The State is  increasingly  reliant on income tax revenues which are susceptible
to volatility and recessionary  cycles. While the State has been able to replace
lost property tax revenues with increased  revenues from income tax,  Measures 5
and 50 may ultimately affect 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

                                       93

<PAGE>

assistance,  site  development and industrial  development) and tax anticipation
debt  payable in the  fiscal  year of  issuance.  Pennsylvania  had  outstanding
general  obligation debt of $4,924.5  million at June 30, 1999.  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 January  15,  2000,  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, 2004,  Pennsylvania has
projected  that it will issue bonds  totaling  $3,449  million and retire bonded
debt in the principal  amount of $2,542.4  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, 1999,
total combined debt outstanding for these agencies was $9,802 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, 1999,
PHFA has $2,749.3 million of revenue bonds and notes outstanding.

      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 1988,  non-agricultural  employment in Pennsylvania  has grown at an
annual rate of 0.75 percent, while employment for the Middle Atlantic region and
for the United States for the same period has grown by approximately .29 percent
and  1.72  percent  per  year,   respectively.   Pennsylvania's  average  annual

                                       94

<PAGE>

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 January, 2000 was 4.0
percent  compared  with  4.0  percent  for the  United  States.  The  unadjusted
unemployment  rate for Pennsylvania and the United States for January,  2000 was
4.5 percent and 4.5 percent, respectively. The population of Pennsylvania, 11.99
million people in 1999, 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 1998 of $26,792 was higher than the per capita
income of the United  States of  $26,412.  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, 1997,  June 30, 1998 and June 30, 1999 with  positive  fund balances of
$1,365 million, $1,959 million and $2,863 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 rating agencies. The ratings reflect the Commonwealth's long
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 expanded 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
known 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 "debt" 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. The
2000-2002  biennium  budget,  as adopted by the Virginia General Assembly at its
2000  session   emphasized  the   Commonwealth's   transportation   needs.   The
transportation package provides for spending $2.4 billion dollars on those needs
over the next six years. The budget for 2000-2002  continues to be predicated on
continued  increased  revenue  growth.  Even  with  the  planned  transportation
expenditures,  there are no provisions in the Commonwealth's  budget for general
tax  increases.  As  required  by the  Virginia  Constitutions,  by  budget is a
balanced budget.

                                       95

<PAGE>

      The  Virginia  General  Assembly at its 1998  session  passed the Personal
Property Tax Relief Act, which provides a significant  reduction in the personal
property tax (or "car tax") imposed by Virginia  localities  on. 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.  By the year 2002, when the car tax relief is fully phased in, there will
be a budget  impact of  $1,014.0  million.  The 1999  General  Assembly  adopted
legislation to reduce the state portion of the sales and use tax that is imposed
on food items from three and one-half percent (3.5%) to one and one-half percent
(1.5%), to be phased in over a number of years which started January 1, 2000.

      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
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 2.8 percent for FY 1999  remained  lower than the nation's
rate of 4.2% and is down from 2.9% for FY 1998. The FY 1999 unemployment rate is
the lowest rate since 1974 when the Bureau of Labor Statistics began its current
method of computing the unemployment rate. Virginia is considered a pro-business
state and has encouraged  economic  development  over the last several years. In
1998,  48,300 new jobs were  created  with  investments  made in excess of $2.26
billion dollars. This growth has provided a strong tax base for Virginia.

                               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,  1998 and 1999,  INSURED
INTERMEDIATE  TAX  EXEMPT  FUND's  portfolio  turnover  rate was 163% and  142%,
respectively, INSURED TAX EXEMPT FUND's portfolio turnover rate was 19% and 31%,
respectively,  and NEW YORK INSURED TAX FREE FUND's portfolio  turnover rate was
44% and 55%,  respectively.  For the fiscal  years ended  December  31, 1998 and
1999, the portfolio turnover rate for each Single State Fund was as follows:

                                       96

<PAGE>

                                         Fiscal Year          Fiscal Year
                                            Ended                Ended
                                      DECEMBER 31, 1998    DECEMBER 31, 1999
                                      -----------------    ------------------

            ARIZONA FUND                     50%                   62%
            CALIFORNIA FUND                  79                    49
            COLORADO FUND                    25                    40
            CONNECTICUT FUND                 25                    47
            FLORIDA FUND                     44                    68
            GEORGIA FUND                     36                    57
            MARYLAND FUND                    33                    44
            MASSACHUSETTS FUND               49                    32
            MICHIGAN FUND                    20                    21
            MINNESOTA FUND                   22                    23
            MISSOURI FUND                    17                    66
            NEW JERSEY FUND                  27                    52
            NORTH CAROLINA FUND              54                    47
            OHIO FUND                        34                    48
            OREGON FUND                      27                    33
            PENNSYLVANIA FUND                26                    36
            VIRGINIA FUND                    26                    36

                       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 SERIES,
INSURED TAX EXEMPT FUND, NEW YORK INSURED TAX FREE FUND, MULTI-STATE INSURED TAX
FREE FUND,  AND/OR TAX-EXEMPT MONEY MARKET 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*+ (74), President and Director/Trustee.  Chairman of the Board and
Director,   Administrative  Data  Management  Corp.  ("ADM"),  FIMCO,  Executive
Investors Management Company,  Inc. ("EIMCO"),  First Investors Asset Management
Company,  Inc.  ("FIAMCO"),   First  Investors  Corporation  ("FIC"),  Executive
Investors  Corporation  ("EIC")  and First  Investors  Consolidated  Corporation
("FICC").

JAMES J. COY (85),  Emeritus  Director/Trustee,  90 Buell Lane, East Hampton, NY
11937. Retired;  formerly Senior Vice President,  James Talcott, Inc. (financial
institution).

KATHRYN S. HEAD*+ (44), Director/Trustee, 581 Main Street, Woodbridge, NJ 07095.
President and Director,  FICC, ADM and FIMCO; Vice President and Director,  FIC;

                                       97

<PAGE>

President and Chief  Executive  Officer,  EIC;  President  and Director,  EIMCO;
Chairman and Director, First Financial Savings Bank, S.L.A.

LARRY R. LAVOIE* (52),  Director/Trustee.  Assistant Secretary, ADM, EIC, EIMCO,
FIAMCO, FICC, and FIMCO; President, FIAMCO; Secretary and General Counsel, FIC.

REX R. REED** (78),  Director/Trustee,  259 Governors Drive,  Kiawah Island,  SC
29455. Retired;  formerly Senior Vice President,  American Telephone & Telegraph
Company.

HERBERT RUBINSTEIN** (78),  Director/Trustee,  695 Charolais Circle, Edwards, CO
81632-1136.  Retired; formerly President,  Belvac International Industries, Ltd.
and President, Central Dental Supply.

NANCY SCHAENEN** (68), Director/Trustee,  56 Midwood Terrace, Madison, NJ 07940.
Trustee, Drew University and DePauw University.

JAMES M. SRYGLEY** (67),  Director/Trustee,  39 Hampton Road, Chatham, NJ 07982.
Principal, Hampton Properties, Inc. (property investment company).

JOHN T. SULLIVAN* (67),  Director/Trustee  and Chairman of the Board;  Director,
FIMCO, FIC, FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH** (70), Director/Trustee,  217 Upland Downs Road, Manchester
Center,  VT 05255.  Retired;  formerly  financial  and planning  executive  with
American Telephone & Telegraph Company.

JOSEPH I. BENEDEK (42),  Treasurer and Principal  Accounting  Officer,  581 Main
Street, Woodbridge, NJ 07095. Treasurer, FIMCO, EIMCO and FIAMCO.

CONCETTA DURSO (64), Vice President and Secretary. Vice President,  FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.

CLARK D. WAGNER (40), Vice President.  Vice President,  MULTI-STATE  INSURED TAX
FREE FUND, NEW YORK INSURED TAX FREE FUND,  INC.,  FIRST INVESTORS  SERIES FUND,
FIRST INVESTORS  INSURED TAX EXEMPT 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.

                                       98

<PAGE>

      All of the officers and Directors,  except for 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.

                                       99

<PAGE>


      The following table lists  compensation  paid to the Directors or Trustees
of each Fund for the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>

               AGGREGATE
               COMPENSATION                                    AGGREGATE                              TOTAL COMPENSATION
               FROM            AGGREGATE     AGGREGATE         COMPENSATION     AGGREGATE             FROM FIRST
               TAX-EXEMPT      COMPENSATION  COMPENSATION      FROM             COMPENSATION          INVESTORS
TRUSTEE        MONEY           FROM          FROM INSURED      MULTI-STATE      FROM NEW YORK         FAMILY OF FUNDS
               MARKET          SERIES        TAX EXEMPT        INSURED TAX      INSURED TAX FREE      PAID
               FUND*           FUND*(1)      FUND*             FREE             FUND*                 TO
                                                               FUND*                                  DIRECTORS/TRUSTEES+
<S>            <C>             <C>           <C>               <C>              <C>                   <C>
James J. Coy** $0              $0            $0                $0               $0                    $0
Glenn O. Head  $0              $0            $0                $0               $0                    $0
Kathryn S.     $0              $0            $0                $0               $0                    $0
Head
Larry R.       $0              $0            $0                $0               $0                    $0
Lavoie
Rex R. Reed    $60             $60           $4,100            $2,400           $1,800                $42,950
Herbert        $60             $60           $4,100            $2,400           $1,800                $42,950
Rubinstein
James M.       $60             $60           $4,100            $2,400           $1,800                $42,950
Srygley
John T.        $0              $0            $0                $0               $0                    $0
Sullivan
Robert F.      $60             $60           $4,100            $2,400           $1,800                $42,950
Wentworth
Nancy Schaenen $60             $60           $4,100            $2,400           $1,800                $42,950
</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.  Mr. Coy is paid by the
Adviser.
+ The  First  Investors  Family  of Funds  consists  of 15  separate  registered
investment companies.
(1) This  column  only  reflects  compensation  paid  with  respect  to  Insured
Intermediate Tax Exempt Fund.

      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.   The   Board  of
Directors/Trustees is responsible for supervising the management of the Funds.

      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

                                      100

<PAGE>

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
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 Series Fund's Advisory  Agreement,  INSURED  INTERMEDIATE TAX EXEMPT
FUND pays the Adviser an annual fee, paid monthly, of 0.60% of its average daily
net assets.  Under Tax Exempt Money Market Fund's Advisory  Agreement,  the Fund
pays the Adviser an annual fee, payable  monthly,  of 0.50% of its average daily
net  assets.  Under  each  Advisory  Agreement,  each Fund  other  than  INSURED
INTERMEDIATE  TAX EXEMPT FUND AND TAX EXEMPT  MONEY MARKET 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 Michael Deneka, Dennis
T. Fitzpatrick, George V. Ganter, 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, 1997,  1998 and 1999,  INSURED TAX
EXEMPT  FUND  paid  $8,394,852,  $8,060,955  and  $7,360,756,  respectively,  in
advisory  fees.  For the fiscal years ended  December  31, 1997,  1998 and 1999,
INSURED  INTERMEDIATE  TAX  EXEMPT  FUND  paid  $31,756,  $51,962  and  $56,704,
respectively,  in advisory fees. For the same periods,  the Adviser  voluntarily
waived  $16,181,  $17,321 and $18,905,  respectively,  in advisory fees. For the
fiscal years ended  December 31, 1997,  1998 and 1999,  the Adviser  voluntarily
assumed  expenses  for  INSURED  INTERMEDIATE  TAX EXEMPT FUND in the amounts of
$14,764, $17,663 and $14,349,  respectively. For the fiscal years ended December
31, 1997,  1998 and 1999,  NEW YORK INSURED TAX FREE FUND'S  advisory  fees were
$1,395,057,  net of a  waiver  of  $99,647,  $  1,263,391,  net of a  waiver  of
$194,368,  and $1,370,405,  net of a waiver of $219,370,  respectively.  For the
fiscal years ended  December 31,  1997,  1998 and 1999,  Tax Exempt Money Market
Fund paid $105,807, $87,754 and $86,968, respectively, in advisory fees. For the
same  periods,  the Adviser  voluntarily  assumed  expenses for Tax Exempt Money
Market Fund in the amounts of $57,762,  $47,827 and $68,155,  respectively.  For
the fiscal years ended  December 31, 1997,  1998 and 1999, the advisory fees for
each Single State Fund were as follows:


                                      101

<PAGE>

                      FISCAL YEAR ENDED   FISCAL YEAR ENDED  FISCAL YEAR ENDED
                      DECEMBER 31, 1997   DECEMBER 31, 1998  DECEMBER 31, 1999
                      -----------------   -----------------  -----------------
                      ADVISORY            ADVISORY           ADVISORY
                      FEES PAID  WAIVED   FEES PAID  WAIVED  FEES PAID  WAIVED
                      ---------  ------   ---------  ------  ---------  ------
 --------------------
 ARIZONA FUND          $27,731   $41,596   $80,892   $48,535   $94,425 $56,667
 --------------------
 CALIFORNIA FUND        76,622    38,311   115,062    38,354   110,640  36,889
 --------------------
 COLORADO FUND           7,434    20,443    28,802    21,121    32,088  20,660
 --------------------
 CONNECTICUT FUND       84,693    42,347   149,832    49,944   159,496  53,131
 --------------------
 FLORIDA FUND          120,464    60,232   192,840    64,180   189,590  63,205
 --------------------
 GEORGIA FUND            6,763    18,598    24,646    18,074    34,677  21,971
 --------------------
 MARYLAND FUND          34,866    52,299    97,393    58,436   113,109  67,845
 --------------------
 MASSACHUSETTS FUND    115,772    57,887   173,952    57,984   172,445  58,278
 --------------------
 MICHIGAN FUND         192,800    96,401   301,761   100,587   289,456  96,478
 --------------------
 MINNESOTA FUND         25,010    37,516    61,475    36,886    63,338  38,002
 --------------------
 MISSOURI FUND           3,867    10,634    15,905    11,663    19,608  12,557
 --------------------
 NEW JERSEY FUND       362,925    90,731   461,383    92,277   451,206  90,280
 --------------------
 NORTH CAROLINA FUND    12,358    33,984    59,265    43,461    69,028  44,369
 --------------------
 OHIO FUND              96,209    48,105   148,974    49,658   149,700  50,029
 --------------------
 OREGON FUND            34,558     6,501    97,924    58,754   106,552  63,972
 --------------------
 PENNSYLVANIA FUND     220,283   110,141   322,441   107,480   310,850 103,916
 --------------------
 VIRGINIA FUND         112,117    56,058   178,665    59,555   176,864  58,960

      In addition,  for the fiscal year ended  December  31,  1998,  the Adviser
voluntarily  reimbursed  expenses  for the  Funds  as  follows:  ARIZONA  FUND -
$19,230; CALIFORNIA FUND - $14,934; COLORADO FUND - $10,639;  CONNECTICUT FUND -
$23,659; FLORIDA FUND - $16,869; GEORGIA FUND - $8,211; MARYLAND FUND - $27,029;
MASSACHUSETTS FUND - $23,483;  MINNESOTA Fund - $22,920; MISSOURI FUND - $7,445;
NORTH CAROLINA FUND - $14,159;  OHIO FUND - $27,916;  OREGON FUND - $31,537; and
VIRGINIA  FUND - $21,623.  For the fiscal  year ended  December  31,  1999,  the
Adviser voluntarily reimbursed expenses for the Funds as follows: ARIZONA FUND -
$22,440; CALIFORNIA FUND - $14,819; COLORADO FUND - $12,828;  CONNECTICUT FUND -
$17,567; FLORIDA FUND - $14,680; GEORGIA FUND - $9,522; MARYLAND FUND - $29,048;
MASSACHUSETTS FUND - $19,786; MINNESOTA FUND - $23,699; MISSOURI FUND - $13,470;
NORTH CAROLINA FUND - $22,726;  OHIO FUND - $20,008;  OREGON FUND - $33,336; and
VIRGINIA FUND - $23,584.

      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.

                                      102

<PAGE>

      First Investors  Consolidated  Corporation ("FICC") owns all of the voting
common stock of the Adviser and all of the outstanding  stock of First Investors
Corporation and the Funds' transfer agent.  Mr. Glenn O. Head controls FICC and,
therefore, controls the Adviser.

                                   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
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, 1997,  1998 and 1999, FIC received
underwriting  commissions  with  respect to INSURED TAX EXEMPT FUND of $465,427,
$461,174 and  $398,742,  respectively.  For the same  periods,  FIC reallowed an
additional $35,092, $25,573 and $30,521,  respectively, to unaffiliated dealers.
For the fiscal  years ended  December  31,  1997,  1998 and 1999,  FIC  received
underwriting commissions with respect to INSURED INTERMEDIATE TAX EXEMPT FUND of
$44,019, $45,783 and $115,366, respectively. For the same periods, FIC reallowed
an additional $7,864, $23,492 and $359,  respectively,  to unaffiliated dealers.
For the fiscal  years ended  December  31,  1997,  1998 and 1999,  FIC  received
underwriting  fees with  respect to NEW YORK  INSURED TAX FREE FUND of $226,611,
$202,504 and $201,340,  respectively.  For the same periods relating to NEW YORK
INSURED TAX FREE FUND, FIC reallowed an additional $27,388, $23,018 and $12,886,
respectively,  to unaffiliated  dealers. For the fiscal years ended December 31,
1997, 1998 and 1999,  underwriting fees with respect to MULTI-STATE  INSURED TAX
FREE FUND were as follows:

                                      103

<PAGE>

<TABLE>
<CAPTION>
                  FISCAL YEAR ENDED     FISCAL YEAR ENDED       FISCAL YEAR ENDED
                  DECEMBER 31, 1997     DECEMBER 31, 1998       DECEMBER 31, 1999
                  -----------------     -----------------       -----------------

                                       ADDITIONAL                 ADDITIONAL                 ADDITIONAL
                                        AMOUNTS                    AMOUNTS                     AMOUNTS
                          AMOUNTS      REALLOWED TO    AMOUNTS   REALLOWED TO    AMOUNTS     REALLOWED TO
                          RECEIVED    UNAFFILIATED    RECEIVED   UNAFFILIATED    RECEIVED    UNAFFILIATED
                          BY FIC        DEALERS        BY FIC      DEALERS       BY FIC        DEALERS
                          ------      -------------   --------   ------------    ------      ------------
<S>                       <C>            <C>           <C>             <C>         <C>         <C>
- ----------------
ARIZONA FUND              $47,265        $28,254       $27,012         $29,452     $78,221     $20,969
- ----------------
CALIFORNIA FUND            34,549         40,919        26,095          36,723      25,273      27,579
- ----------------
COLORADO FUND              22,986          3,371        17,248           5,351      52,720      11,470
- ----------------
CONNECTICUT FUND           88,353          3,157        68,989           6,179     127,097         552
- ----------------
FLORIDA FUND               90,128         21,909        97,180          34,780     145,577      14,741
- ----------------
GEORGIA FUND                9,904          1,479         3,332           5,863      31,009           0
- ----------------
MARYLAND FUND              28,980         34,323        35,105          53,136      45,749      68,079
- ----------------
MASSACHUSETTS FUND         69,708          7,469        53,376           3,889      58,748       2,583
- ----------------
MICHIGAN FUND              64,340         78,672        60,258          60,582      77,405      44,548
- ----------------
MINNESOTA FUND             15,731          7,662        19,242              52      44,710           0
- ----------------
MISSOURI FUND               2,496            -0-         5,458          11,026      20,834      31,701
- ----------------
NEW JERSEY FUND           165,891          6,121       203,486          15,187     225,543       8,331
- ----------------
NORTH CAROLINA FUND        29,711         17,527        42,966          18,318      52,278      18,243
- ----------------
OHIO FUND                  47,202         15,307        66,226          24,809      73,213      40,366
- ----------------
OREGON FUND               104,286          3,273        85,349          16,342     106,119       7,037
- ----------------
PENNSYLVANIA FUND          66,376         81,858        69,819          78,183      85,597      34,465
- ----------------
VIRGINIA FUND              64,270          10,550      179,231          13,533     132,170       7,624


</TABLE>

                               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 Class A
Plan is a reimbursement  plan,  except for the INSURED  INTERMEDIATE  TAX EXEMPT
FUND Class A Plan which is a compensation  plan and the Tax-Exempt  Money Market
Fund Class A Plan which is a defensive plan. Each Class B Plan is a compensation
plan.

      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.

                                      104

<PAGE>

      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.

      TAX-EXEMPT  MONEY MARKET FUND has adopted a so-called  "defensive" plan of
distribution  for  Class A shares  pursuant  to Rule  12b-1  under  the 1940 Act
("Money Market Class A Plan"). No fees are paid by the Fund under this Plan. The
Underwriter of the Fund may, at its discretion, pay a fee to certain Dealers for
distribution services and administrative  support services.  These fees (if any)
are  covered  by the Plan only if they are deemed to be paid  indirectly  by the
Fund.  The  services  covered by the  defensive  Money  Market  Class A Plan may
include,  but  shall not be  limited  to,  providing  office  space,  equipment,
telephone  facilities and various personnel including clerical,  supervisory and
possibly computer, as is necessary or beneficial to establish and maintain Class
A   shareholder   accounts  and  records,   process   purchase  and   redemption
transactions,  process  automatic  investments  of client account cash balances,
answer routine client inquiries  regarding the Fund,  assist clients in changing
dividend  options,  account  designations and addresses and providing such other
services as the Fund may reasonably request.  The schedules of fees (if any) and
the basis upon which such fees will be paid is  determined  from time to time by
the Underwriter.

      The Underwriter has the right to select,  in its sole discretion,  Dealers
to  participate  in the Money Market Class A Plan and has the right to terminate
with or without cause and in its sole  discretion  any agreement  with a Dealer.
Any agreement may be terminated,  without  penalty,  at any time, by a vote of a
majority of the Independent Directors upon not more than 60 days' written notice
to any  Dealer,  or by vote of a  majority  of the  outstanding  Class A  voting
securities of TAX-EXEMPT MONEY MARKET FUND, or upon notice by the Underwriter.

      For the fiscal year ended  December 31,  1999,  INSURED  INTERMEDIATE  TAX
EXEMPT FUND  accrued  $25,237 in 12b-1 fees  pursuant to SERIES  FUND's  Class A
Plan. For the fiscal year ended December 31, 1999,  INSURED TAX EXEMPT FUND paid
$2,808,891 in 12b-1 fees pursuant to its Class A Plan. For the fiscal year ended
December 31, 1999, NEW YORK INSURED paid $530,937  pursuant to its Class A Plan.
For the fiscal year ended December 31, 1999,  each Fund of  Multi-State  Insured
paid the  following  amounts  pursuant  to their  Class A Plan:  ARIZONA  FUND -
$24,113;  CALIFORNIA FUND - $28,442; COLORADO FUND - $7,812;  CONNECTICUT FUND -
$36,158; FLORIDA FUND - $48,776; GEORGIA FUND - $8,745; MARYLAND FUND - $25,199;
MASSACHUSETTS FUND - $43,180; MICHIGAN FUND - $74,550; MINNESOTA FUND - $16,748;
MISSOURI  FUND - $4,769;  NEW JERSEY  FUND -  $113,665;  NORTH  CAROLINA  FUND -
$17,524;  OHIO  FUND -  $38,821;  OREGON  FUND -  $26,192;  PENNSYLVANIA  FUND -
$78,532;  and  VIRGINIA  FUND - $44,573.  For the same period,  the  Underwriter
incurred the following Class A Plan-related expenses with respect to each Fund:

                                      105

<PAGE>

                      COMPENSATION TO   COMPENSATION TO  COMPENSATION TO
FUND                  UNDERWRITER       DEALERS          SALES PERSONNEL
- ----                  ---------------   ---------------  ---------------

INSURED                       $0              $0                $0
  INTERMEDIATE TAX
  EXEMPT FUND
INSURED TAX EXEMPT    $2,266,518            $570          $541,803
FUND
NEW YORK INSURED         405,004               9           125,924
ARIZONA FUND              14,818              84             9,211
CALIFORNIA FUND           19,042           1,326             8,074
COLORADO FUND              3,718               0             4,094
CONNECTICUT FUND          17,757              21            18,380
FLORIDA FUND              28,676           3,113            16,987
GEORGIA FUND               5,365             344             3,036
MARYLAND FUND             19,732             136             5,331
MASSACHUSETTS FUND        21,394             177            21,609
MICHIGAN FUND             34,058          20,150            20,342
MINNESOTA FUND             9,013           1,766             5,969
MISSOURI FUND              3,573              54             1,142
NEW JERSEY FUND           62,334             722            50,609
NORTH CAROLINA FUND        9,750             654             7,121
OHIO FUND                 17,220           5,889            15,712
OREGON FUND               12,709              20            13,463
PENNSYLVANIA FUND         56,579           8,117            13,836
VIRGINIA FUND             21,971           3,878            18,724

      For the fiscal year ended  December  31,  1999,  INSURED TAX EXEMPT  FUND,
INSURED  INTERMEDIATE  TAX EXEMPT  FUND AND  TAX-EXEMPT  MONEY  MARKET FUND paid
$41,384,  $10,380  and  $323,  respectively,  in 12b-1  fees  pursuant  to their
respective Class B Plan.

      For the fiscal year ended December 31, 1999 NEW YORK INSURED TAX FREE FUND
paid $52,786  pursuant to its Class B Plan.  For the fiscal year ended  December
31, 1999,  each Single  State Fund paid the  following  amounts  pursuant to its
Class B Plan: ARIZONA FUND - $5,151;  CALIFORNIA FUND - $4,930;  COLORADO FUND -
$3,718;  CONNECTICUT  FUND -  $31,290;  FLORIDA  FUND - $8,240;  GEORGIA  FUND -
$2,650; MARYLAND FUND - $24,793;  MASSACHUSETTS FUND - $14,066;  MICHIGAN FUND -
$11,114;  MINNESOTA  FUND - $708;  MISSOURI  FUND - $2,301;  NEW  JERSEY  FUND -
$31,754;  NORTH  CAROLINA  FUND -  $4,154,  OHIO FUND -  $4,970;  OREGON  FUND -
$10,916;  PENNSYLVANIA FUND - $20,176; and VIRGINIA FUND - $12,347. For the same
period,  the Underwriter  incurred the following  Class B Plan-related  expenses
with respect to each Fund:

                                      106

<PAGE>

                      COMPENSATION TO  COMPENSATION TO  COMPENSATION TO
FUND                  UNDERWRITER      DEALERS          SALES PERSONNEL
- ----                  ---------------  ---------------  ---------------

INSURED INTERMEDIATE     $10,371            $9                 $0
  TAX EXEMPT FUND
INSURED TAX EXEMPT        32,467          5,263             $3,654
FUND
TAX EXEMPT MONEY               0              0                323
MARKET FUND
NEW YORK INSURED          44,569          2,223              5,994
ARIZONA FUND               2,218          2,599                334
CALIFORNIA FUND                0          4,607                323
COLORADO FUND                  0              0              3,718
CONNECTICUT FUND          27,569              0              3,721
FLORIDA FUND               1,603          4,306              2,330
GEORGIA FUND               1,676            872                102
MARYLAND FUND              1,577         22,985                231
MASSACHUSETTS FUND        11,097          1,759              1,210
MICHIGAN FUND              4,662          5,967                485
MINNESOTA FUND                 0              0                708
MISSOURI FUND                597          1,699                  5
NEW JERSEY FUND           29,525            612              1,617
NORTH CAROLINA FUND            0              0              4,154
OHIO FUND                  3,808          1,022                140
OREGON FUND                6,515          3,535                866
PENNSYLVANIA FUND          8,953          8,228              2,995
VIRGINIA FUND              8,078              0              4,269


                              DETERMINATION OF NET ASSET VALUE

      ALL FUNDS EXCEPT TAX-EXEMPT MONEY MARKET FUND

      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.



                                      107

<PAGE>
      TAX-EXEMPT MONEY MARKET FUND

      The Fund values its portfolio  securities in accordance with the amortized
cost method of  valuation  under Rule 2a-7 under the 1940 Act. To use  amortized
cost to  value  its  portfolio  securities,  the Fund  must  adhere  to  certain
conditions under that Rule relating to the Fund's investments, some of which are
discussed in the Prospectus.  Amortized cost is an approximation of market value
of an instrument,  whereby the difference between its acquisition cost and value
at maturity is amortized on a straight-line basis over the remaining life of the
instrument.  The effect of changes in the market value of a security as a result
of  fluctuating  interest rates is not taken into account and thus the amortized
cost method of valuation  may result in the value of a security  being higher or
lower  than its  actual  market  value.  In the  event  that a large  number  of
redemptions  take place at a time when interest rates have  increased,  the Fund
might have to sell  portfolio  securities  prior to maturity and at a price that
might not be desirable.

      The Board of  Directors  of the Fund has  established  procedures  for the
purpose of  maintaining  a constant  net asset  value of $1.00 per share,  which
include a review of the extent of any  deviation  of net asset  value per share,
based on available market  quotations,  from the $1.00 amortized cost per share.
Should that deviation exceed 1/2 of 1% for thE Fund, the Board of Directors will
promptly  consider whether any action should be initiated to eliminate or reduce
material  dilution  or other  unfair  results to  shareholders.  Such action may
include selling portfolio securities prior to maturity,  reducing or withholding
dividends  and  utilizing  a net asset  value per share as  determined  by using
available  market  quotations.  The Fund  maintains  a dollar  weighted  average
portfolio  maturity of 90 days or less and does not purchase any instrument with
a remaining  maturity  greater  than 13 months,  limits  portfolio  investments,
including repurchase agreements,  to those U.S.  dollar-denominated  instruments
that are of high quality and that the Directors determine present minimal credit
risks as advised  by the  Adviser,  and  complies  with  certain  reporting  and
recordkeeping procedures.  There is no assurance that a constant net asset value
per share will be  maintained.  In the event  amortized cost ceases to represent
fair value per share, the Board will take appropriate action.

      ALL FUNDS

      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 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.

                        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

                                      108

<PAGE>

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,    over-the-counter
transactions,  and/or brokerage 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
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, 1997, 1998 and 1999.

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                   PURCHASE, REDEMPTION AND EXCHANGE OF SHARES

      ALL FUNDS

      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."

      TAX-EXEMPT MONEY MARKET FUND

      SUPER CHECKING PROGRAM. Class A shareholders may establish Super Checking.
Super  Checking  links your Fund account with a  non-interest  bearing  checking
account at First Financial  Savings Bank,  S.L.A.  ("FFS"),  an affiliate of the
Funds. Each day, the Fund  automatically  "sweeps," or transfers,  funds to your
FFS  account  to cover your  withdrawals,  in  increments  of $100  ($1,000  for
Business  Super  Checking) to maintain a balance of $1,000  ($3,000 for Business
Super  Checking).  FFS will  accept  deposits  into the FFS  account  only by an
electronic direct deposit, a federal funds wire transfer or by "sweep" from your
Fund account. You will receive a consolidated monthly  reconciliation  statement
summarizing all transactions. The Federal Deposit Insurance Corporation ("FDIC")
insures your funds in your FFS account up to  $100,000.  SHARES OF YOUR FUND ARE
NOT INSURED BY THE FDIC,  ARE NOT  OBLIGATIONS  OF OR GUARANTEED BY FFS, AND ARE
SUBJECT TO RISK OF LOSS OF PRINCIPAL. For more information on the Super Checking
Program,  see the Super  Checking  Account  and Sweep  Agreement  or call FFS at
1-800-304-7748.

      CHECK REDEMPTION PRIVILEGE.  You may obtain checks for non-retirement Fund
accounts  ("Redemption  Checks").  Dividends  are earned on Fund shares  until a
Redemption  Check clears.  You are subject to the rules and  regulations  of the
Custodian  covering  checking  accounts.  Neither  the Funds  nor the  Custodian
charges  you for  the  use of  such  Redemption  Checks.  On  presentation  of a
Redemption  Check to the  Custodian  for  payment,  the Fund  determines  that a
sufficient number of full and fractional shares are available in your account to
cover the amount of the Redemption Check. Shares are considered  available after
a fifteen day clearing period.  The Funds return all canceled checks to you once
a month.  Neither  the Fund nor the  Custodian  can  certify  or  directly  cash
Redemption  Checks. Any "stop payment" requests must be directed to the Transfer
Agent and not to the  Custodian.  However,  there is no  guarantee  that a "stop
payment" request will stop the payment of a Redemption Check. You cannot use the
Check Redemption  Privilege for the redemption of shares for which  certificates
have been issued, for redemptions from retirement accounts or for redemptions of
shares which are subject to a contingent deferred sales charge ("CDSC").  A CDSC

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may be imposed on the redemption of Fund shares acquired  through an exchange of
Class A shares from another Eligible Fund which were originally purchased at net
asset value.  Because each Fund accrues  dividends on a daily basis, you may not
redeem  your Fund  account in its  entirety  by the use of the check  redemption
privilege. The Check Redemption Privilege is not available for Super Checking.

      It is your responsibility to be certain that sufficient shares are in your
account and  available to cover the amount of the  Redemption  Check  since,  if
there are  insufficient  shares,  the Redemption  Check will be returned through
banking channels marked "insufficient  funds." It is also your responsibility to
ensure  that such  Redemption  Checks  are not made  available  to  unauthorized
individuals  and to promptly  notify the Funds of any lost or stolen  Redemption
Checks. Either the funds or the Custodian may at any time amend or terminate the
Check Redemption  Privilege.  The Funds bear all expenses relating to this Check
Redemption Privilege.

                                      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.

      By qualifying  for  treatment as a RIC, a Fund (but not its  shareholders)
will be relieved  of Federal  income tax on the part of its  investment  company
taxable income and net capital gain (i.e.,  the excess of net long-term  capital
gain over net short-term  capital loss) that it distributes to its shareholders.
If a Fund failed to qualify for treatment as a RIC for any taxable year,  (1) it
would be taxed as an  ordinary  corporation  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"
described in the following  paragraph and  distributions of net capital gain, as
taxable  dividends  (that is,  ordinary  income)  to the  extent  of the  Fund's

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earnings  and  profits.  In  addition,  the Fund could be 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
reportable  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.

      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  Federal  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 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.

      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.

      Each Fund except  TAX-EXEMPT  MONEY  MARKET  FUND may acquire  zero coupon
municipal securities issued with original issue discount ("OID"). As a holder of
those securities, a Fund must account for the portion of the OID that accrues on
the  securities   during  the  taxable  year,  even  if  the  Fund  receives  no

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corresponding  payment on them during the year.  Because each Fund annually must
distribute  substantially all of its net tax-exempt income, including any OID 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.

      Each Fund may invest in  municipal  bonds that are  purchased  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 OID, a price less than the amount of the
issue price plus accrued OID) ("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.

      Each Fund will be subject to a  nondeductible  4% 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.

      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 be treated as qualifying income under the Income Requirement.

      If a Fund has an "appreciated financial position" - generally, an interest
(including an interest  through an option,  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 position,  the Fund will be treated as having

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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 substantially  identical property. In
addition, if the appreciated financial position is itself a short sale or such a
contract,  acquisition of the  underlying  property or  substantially  identical
property  will be deemed a  constructive  sale.  The  foregoing  will not apply,
however,  to any  transaction  by a Fund during any taxable year that  otherwise
would be treated as a constructive  sale 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 identical
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 Greenberg Traurig,  LLP, 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
subject to Arizona  income tax will not be subject to Arizona  income tax 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 Arizona law when received by Arizona  taxpayers.
This discussion 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,  it
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 are
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.

      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.

CALIFORNIA.  In the  opinion of Parker,  Milliken,  Clark,  O'Hara &  Samuelian,
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  Information,  distributions  made to  individuals,
estates or trusts by the CALIFORNIA  FUND are not includable 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

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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 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  includable 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 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.

      COLORADO.   In  the  opinion  of  Kutak  Rock,  Colorado  tax  counsel  to
Multi-State  Insured,  shareholders of the COLORADO FUND that are  corporations,
individuals,  estates or trusts subject to the Colorado personal income tax will

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not be  required  to  include in their  gross  income  for  Colorado  income tax
purposes, distributions made by the COLORADO FUND that are derived from interest
on  obligations  issued by the State of Colorado,  or any political  subdivision
thereof  on or after May 1, 1980  which  obligations  are  exempt  from  Federal
taxation under Section 103(a) of the code. Similarly, corporations, individuals,
estates  and trusts may exclude  from the  calculation  of  Colorado  income tax
dividend  distributions  from the COLORADO  FUND to the extent  attributable  to
interest  on  obligations  of the  United  States or its  possessions.  Colorado
statutes provide that corporations,  individuals, estates and trusts will not be
entitled to exclude  from income any  dividend  distributions  from the COLORADO
FUND which are  attributable  to interest  exempt from federal  income tax under
Section 103(a) of the Code and  attributable to obligations  issued by any other
state or a political  subdivision thereof. As a general matter,  neither capital
gains  recognized  as a result of the sale of shares  in the  COLORADO  FUND nor
capital  gain  dividends  received  from the  COLORADO  FUND can be excluded for
purposes of calculating the Colorado income tax by individuals,  estates, trusts
or corporations.  In addition, interest or indebtedness incurred or continued by
individuals, estates, trusts, or corporations to purchase or carry shares of the
COLORADO  FUND will not be  deductible  for Colorado  income tax purposes to the
extent that the COLORADO FUND distributions consist of exempt-interest dividends
during  the  applicable  taxable  year  of  such  shareholder.  Colorado  has no
municipal income taxes.

      CONNECTICUT.  In the  opinion  of Kelley  Drye & Warren,  Connecticut  tax
counsel  to  Multi-State  Insured,  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 852(b)(5) of the
Code,  issued  by or on  behalf  of the  State  of  Connecticut,  any  political
subdivision  thereof, or 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
includable 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

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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
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.

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      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 Blank Rome Comisky & McCauley  LLP,  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  regulated  investment  company  under  section
852(b)(5)  of the  Code  and are  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
regulated  investment  company  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 certain tax preference  items.  Interest paid on certain private activity
bonds  constitutes  such  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.

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      MASSACHUSETTS.  In the  opinion of Palmer & Dodge LLP,  Massachusetts  tax
counsel  to  MULTI-STATE  INSURED  TAX  FREE  FUND,  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
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.

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      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 to 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  852(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 from such Minnesota Sources that
is  paid to all  shareholders  represents  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 generally will be
subject to the regular  Minnesota  personal  income tax. Even if the 95% test is
met, to the extent that 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 regular 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.

      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.

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<PAGE>

      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 Shook,  Hardy & Bacon  L.L.P.,  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.  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  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.

      Dividends  paid by the  Missouri  Fund  will  not be  subject  to the city
earnings and profits tax of St.  Louis.  With  respect to the city  earnings and
profits  tax of Kansas  City (the  "City  Tax"),  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 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

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<PAGE>

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 the  following
paragraph,  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.

      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,  Shook, Hardy & Bacon L.L.P. 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 JERSEY.  In the opinion of Hawkins,  Delafield  &Wood,  New Jersey tax
counsel to  MULTI-STATE  INSURED  TAX FREE FUND,  provided  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  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.

      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

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<PAGE>

Tax.  The NEW JERSEY  FUND will not invest in  discount  obligations  other than
those described in N.J.S.A. 54A:6-14.

      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
thereof. 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.

      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.

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<PAGE>

      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
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 (the "RIC and 50% tests"),  shareholders of the OHIO FUND who

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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  profit  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,
provided the RIC and 50% tests are  satisfied,  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 the case of
interest on 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  profit  made  on  the  sale,  exchange,  or  other
disposition of Ohio Obligations, provided the RIC and 50% tests are satisfied.

      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.

                                      125

<PAGE>

      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,  Pennsylvania
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.

      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.

                                      126

<PAGE>

      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,   Anderson,   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
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

      ALL FUNDS EXCEPT TAX-EXEMPT MONEY MARKET FUND

      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

                                      127

<PAGE>

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
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, 1999 are set forth in the tables
below:

AVERAGE ANNUAL TOTAL RETURN1,2


<TABLE>
<CAPTION>
                          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
<S>                     <C>      <C>      <C>     <C>      <C>      <C>     <C>      <C>
INSURED INTERMEDIATE
TAX EXEMPT              (5.76)%  (4.48)%  5.00%   N/A       N/A    N/A       3.71%   5.00%
   FUND
INSURED TAX EXEMPT      (9.62)   (8.14)   4.26    N/A      4.93%   N/A        N/A    4.40
FUND
NEW YORK INSURED        (9.69)   (8.17)   4.09    N/A      5.00    N/A        N/A    4.22
ARIZONA FUND            (8.02)   (6.49)   5.56    N/A       N/A    N/A       6.09    5.57
CALIFORNIA FUND         (8.93)   (7.52)   5.44    N/A      6.10    N/A        N/A    5.43
COLORADO FUND           (8.29)   (6.85)   5.68    N/A       N/A    N/A       5.57    5.72
CONNECTICUT FUND        (8.06)   (6.56)   5.16    N/A       N/A    N/A       5.57    5.21
FLORIDA FUND            (9.02)   (7.50)   5.28    N/A       N/A    N/A       6.03    5.40
GEORGIA FUND            (9.08)   (7.63)   5.46    N/A       N/A    N/A       5.41    5.50
MARYLAND FUND           (8.64)   (7.20)   5.29    N/A       N/A    N/A       5.87    5.38
MASSACHUSETTS FUND      (8.48)   (7.06)   4.71    N/A      5.72    N/A        N/A    4.78
MICHIGAN FUND           (8.70)   (7.21)   5.07    N/A      6.09    N/A        N/A    5.11

                                      128

<PAGE>

MINNESOTA FUND          (7.78)   (6.36)   4.94    N/A      5.59    N/A        N/A    5.03
MISSOURI FUND           (8.11)   (6.67)   5.70    N/A       N/A    N/A       5.38    5.70
NEW JERSEY FUND         (8.19)   (6.74)   4.82    N/A      5.83    N/A        N/A    4.82
NORTH CAROLINA FUND     (8.46)   (7.06)   5.66    N/A       N/A    N/A       5.09    5.69
OHIO FUND               (7.93)   (6.49)   5.20    N/A      6.05    N/A        N/A    5.21
OREGON FUND             (8.07)   (6.74)   5.63    N/A       N/A    N/A       4.96    5.65
PENNSYLVANIA FUND       (8.32)   (6.91)   5.18    N/A       N/A    N/A       5.94    5.25
VIRGINIA FUND           (8.68)   (7.30)   5.03    N/A       N/A    N/A       5.80    5.06
</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, 1999.  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, 1999. Accordingly, return figures are higher
    than they would have been had such expenses not been waived.
3   The  inception  dates  for  certain  of the Funds  are as  follows:  INSURED
    INTERMEDIATE TAX EXEMPT FUND -- November 22, 1993;  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.


TOTAL RETURN1,2

<TABLE>
<CAPTION>

                       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
                    -------  ------- -------  ------- -------  -------  --------  --------
<S>                   <C>     <C>     <C>      <C>     <C>     <C>        <C>     <C>
NEW YORK INSURED      (9.69)  (8.17)  22.21    N/A     62.84   N/A        N/A     22.80
ARIZONA FUND          (8.02)  (6.49)  31.07    N/A      N/A    N/A        71.92   30.92
CALIFORNIA FUND       (8.93)  (7.52)  30.32    N/A     80.80   N/A         N/A    30.09
COLORADO FUND         (8.29)  (6.85)  31.85    N/A      N/A    N/A        51.52   31.85
CONNECTICUT FUND      (8.06)  (6.56)  28.60    N/A      N/A    N/A        65.01   28.72
FLORIDA FUND          (9.02)  (7.50)  29.33    N/A      N/A    N/A        71.83   29.87
GEORGIA FUND          (9.08)  (7.63)  30.47    N/A      N/A    N/A        49.81   30.49
MARYLAND FUND         (8.64)  (7.20)  29.38    N/A      N/A    N/A        69.37   29.72
MASSACHUSETTS FUND    (8.48)  (7.06)  25.87    N/A     74.45   N/A         N/A    26.11
MICHIGAN FUND         (8.70)  (7.21)  28.07    N/A     80.57   N/A         N/A    28.13
MINNESOTA FUND        (7.78)  (6.36)  27.26    N/A     72.30   N/A         N/A    27.65
MISSOURI FUND         (8.11)  (6.67)  31.92    N/A      N/A    N/A        49.48   31.73
NEW JERSEY FUND       (8.19)  (6.74)  26.52    N/A     76.19   N/A         N/A    26.34
NORTH CAROLINA FUND   (8.46)  (7.06)  31.70    N/A      N/A    N/A        46.38   31.64
OHIO FUND             (7.93)  (6.49)  28.84    N/A     80.00   N/A         N/A    28.72
OREGON FUND           (8.07)  (6.74)  31.48    N/A      N/A    N/A        45.00   31.40
PENNSYLVANIA FUND     (8.32)  (6.91)  28.74    N/A      N/A    N/A        74.75   28.94
VIRGINIA FUND         (8.68)  (7.30)  27.80    N/A      N/A    N/A        72.62   27.80
</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, 1999 are set
forth in the tables below.

                                      129

<PAGE>

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

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, 1999.  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, 1999. Accordingly, return figures are higher
    than they would have been had such expenses not been waived.

3   The  inception  dates  for  certain  of the Funds  are as  follows:  INSURED
    INTERMEDIATE TAX EXEMPT FUND -- November 22, 1993;  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.


AVERAGE ANNUAL TOTAL RETURN1

<TABLE>
<CAPTION>

                         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
                      -------  ------- ------- ------- -------  -------  -------- --------
<S>                    <C>     <C>     <C>      <C>      <C>    <C>        <C>     <C>
INSURED INTERMEDIATE
TAX EXEMPT              .51%   (.50)%   6.36%   N/A      N/A    N/A        4.82%   5.33%
   FUND
INSURED TAX EXEMPT     (3.63)  (4.31)   5.62    N/A      5.61   N/A         N/A    4.74
FUND
NEW YORK INSURED       (3.67)  (4.34)   5.45    N/A      5.67   N/A         N/A    4.56
ARIZONA FUND           (1.88)  (2.60)   6.93    N/A      N/A    N/A         6.83   5.89
CALIFORNIA FUND        (2.88)  (3.67)   6.81    N/A      6.79   N/A         N/A    5.76
COLORADO FUND          (2.15)  (2.96)   7.06    N/A      N/A    N/A         6.45   6.04
CONNECTICUT FUND       (1.93)  (2.67)   6.52    N/A      N/A    N/A         6.31   5.54
FLORIDA FUND           (2.93)  (3.65)   6.65    N/A      N/A    N/A         6.77   5.72
GEORGIA FUND           (3.04)  (3.78)   6.84    N/A      N/A    N/A         6.29   5.82
MARYLAND FUND          (2.54)  (3.33)   6.64    N/A      N/A    N/A         6.61   5.70
MASSACHUSETTS FUND     (2.39)  (3.19)   6.06    N/A      6.41   N/A         N/A    5.11
MICHIGAN FUND          (2.63)  (3.34)   6.43    N/A      6.77   N/A         N/A    5.44
MINNESOTA FUND         (1.65)  (2.46)   6.31    N/A      6.28   N/A         N/A    5.36
MISSOURI FUND          (2.02)  (2.78)   7.07    N/A      N/A    N/A         6.27   6.02
NEW JERSEY FUND        (2.05)  (2.85)   6.17    N/A      6.51   N/A         N/A    5.15
NORTH CAROLINA FUND    (2.35)  (3.18)   7.04    N/A      N/A    N/A         5.97   6.01
OHIO FUND              (1.77)  (2.59)   6.56    N/A      6.74   N/A         N/A    5.54
OREGON FUND            (1.95)  (2.85)   6.99    N/A      N/A    N/A         5.84   5.97
PENNSYLVANIA FUND      (2.24)  (3.03)   6.55    N/A      N/A    N/A         6.64   5.57
VIRGINIA FUND          (2.62)  (3.44)   6.39    N/A      N/A    N/A         6.51   5.39
</TABLE>

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



1   Certain   expenses  of  the  Funds  have  been  waived  or  reimbursed  from
    commencement of operations  through December 31, 1999.  Accordingly,  return
    figures  are higher  than they would  have been had such  expenses  not been
    waived or reimbursed.

2   The  inception  dates  for  certain  of the Funds  are as  follows:  INSURED
    INTERMEDIATE TAX EXEMPT FUND -- November 22, 1993;  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.

                                      130

<PAGE>

3 The commencement of offering of Class B shares is January 12, 1995.

TOTAL RETURN1
<TABLE>
<CAPTION>

                         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
                      ----------------   ----------------   --------------- -----------------
<S>                    <C>     <C>       <C>      <C>        <C>    <C>       <C>    <C>
INSURED INTERMEDIATE
TAX EXEMPT              .51%   (.50)%    36.11%   N/A          N/A   N/A      33.32% 29.45%
   FUND
INSURED TAX EXEMPT     (3.63)  (4.31)    31.44    N/A        72.54   N/A       N/A    25.86
FUND
NEW YORK INSURED       (3.67)  (4.34)    30.36    N/A         N/A    N/A      73.65   24.80
ARIZONA FUND           (1.88)  (2.60)    39.80    N/A         N/A    N/A      83.32   32.92
CALIFORNIA FUND        (2.88)  (3.67)    39.03    N/A        92.84   N/A       N/A    32.09
COLORADO FUND          (2.15)  (2.96)    40.65    N/A         N/A    N/A      61.54   33.85
CONNECTICUT FUND       (1.93)  (2.67)    37.16    N/A         N/A    N/A      75.94   30.72
FLORIDA FUND           (2.93)  (3.65)    38.00    N/A         N/A    N/A      83.22   31.87
GEORGIA FUND           (3.04)  (3.78)    39.22    N/A         N/A    N/A      59.73   32.49
MARYLAND FUND          (2.54)  (3.33)    37.94    N/A         N/A    N/A      80.58   31.72
MASSACHUSETTS FUND     (2.39)  (3.19)    34.21    N/A        86.15   N/A       N/A    28.11
MICHIGAN FUND          (2.63)  (3.34)    36.56    N/A        92.58   N/A       N/A    30.13
MINNESOTA FUND         (1.65)  (2.46)    35.77    N/A        83.81   N/A       N/A    29.65
MISSOURI FUND          (2.02)  (2.78)    40.71    N/A         N/A    N/A      59.39   33.73
NEW JERSEY FUND        (2.05)  (2.85)    34.92    N/A        87.92   N/A       N/A    28.34
NORTH CAROLINA FUND    (2.35)  (3.18)    40.52    N/A         N/A    N/A      56.07   33.64
OHIO FUND              (1.77)  (2.59)    37.40    N/A        92.00   N/A       N/A    30.72
OREGON FUND            (1.95)  (2.85)    40.19    N/A         N/A    N/A      54.60   33.40
PENNSYLVANIA FUND      (2.24)  (3.03)    37.32    N/A         N/A    N/A      86.32   30.94
VIRGINIA FUND          (2.62)  (3.44)    36.33    N/A         N/A    N/A      84.07   29.80
</TABLE>


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

1   Certain   expenses  of  the  Funds  have  been  waived  or  reimbursed  from
    commencement of operations  through December 31, 1999.  Accordingly,  return
    figures  are higher  than they would  have been had such  expenses  not been
    waived or reimbursed.

2   The  inception  dates  for  certain  of the Funds  are as  follows:  INSURED
    INTERMEDIATE TAX EXEMPT FUND -- November 22, 1993;  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

                                      131

<PAGE>

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.

      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, 1999 (assuming a Federal tax
rate of 28%) was 4.08% and  5.67%,  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  3.62%  and  5.03%,  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, 1999 was 4.13% and 5.74%,  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 3.40% and  4.72%,  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, 1999 (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%.

                                      132

<PAGE>


                                    YIELD              TAX-EQUIVALENT YIELD
                           ---------------------       --------------------
                           CLASS A       CLASS B       CLASS A      CLASS B
                            SHARES       SHARES        SHARES        SHARES
                            ------       ------        ------        ------
New York Insured Tax         4.15         3.72         6.19           5.55
Free Fund
Arizona Fund                 4.52         4.01         6.62           5.87
California Fund              4.23         3.71         6.48           5.68
Colorado Fund                4.56         3.89         6.67           5.69
Connecticut Fund             4.15         3.63         6.04           5.28
Florida Fund                 4.21         3.69         5.85           5.13
Georgia Fund                 4.68         4.19         6.91           6.19
Maryland Fund                4.61         4.11         6.73           6.00
Massachusetts Fund           4.37         3.86         6.45           5.70
Michigan Fund                4.29         3.75         6.23           5.45
Minnesota Fund               4.57         4.07         6.90           6.14
Missouri Fund                4.48         3.97         6.62           5.87
New Jersey Fund              4.00         3.46         5.93           5.13
North Carolina Fund          4.61         4.11         6.94           6.19
Ohio Fund                    4.12         3.59         6.14           5.35
Oregon Fund                  4.47         3.97         6.82           6.06
Pennsylvania Fund            4.21         3.69         6.02           5.27
Virginia Fund                4.30         3.78         6.34           5.57

      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, 1999 for Class A shares of INSURED  INTERMEDIATE TAX EXEMPT FUND and INSURED
TAX  EXEMPT  FUND  calculated  using the  offering  price  was 3.73% and  4.50%,
respectively.  The distribution  rate for the twelve month period ended December
31, 1999 for Class A shares of INSURED  INTERMEDIATE TAX EXEMPT FUND and INSURED
TAX EXEMPT FUND calculated at net asset value was 3.98% and 4.80%, respectively.
The distribution  rate for the  twelve-month  period ended December 31, 1999 for
Class B shares of INSURED  INTERMEDIATE  TAX EXEMPT  FUND and INSURED TAX EXEMPT
FUND calculated using net asset value was 2.94% and 4.06%, 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, 1999 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, 1999 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.

                                      133

<PAGE>


                                CLASS A SHARES             CLASS B SHARES
                              DISTRIBUTION RATE          DISTRIBUTION RATE
                               CALCULATED USING             CALCULATED
                           ----------------------           ----------
                           OFFERING     NET ASSET
                             PRICE         VALUE       USING NET ASSET VALUE
                             -----         -----       ---------------------
NEW YORK INSURED              4.52         4.82                4.08
ARIZONA FUND                  4.88         5.21                4.37
CALIFORNIA FUND               4.64         4.95                4.11
COLORADO FUND                 4.88         5.20                4.33
CONNECTICUT FUND              4.65         4.96                4.09
FLORIDA FUND                  4.60         4.91                4.06
GEORGIA FUND                  4.89         5.21                4.34
MARYLAND FUND                 4.86         5.18                4.32
MASSACHUSETTS FUND            4.80         5.12                4.26
MICHIGAN FUND                 4.59         4.89                4.05
MINNESOTA FUND                4.97         5.30                4.44
MISSOURI FUND                 4.85         5.18                4.28
NEW JERSEY FUND               4.47         4.77                3.93
NORTH CAROLINA FUND           4.65         4.96                4.07
OHIO FUND                     4.76         5.08                4.20
OREGON FUND                   4.53         4.83                3.96
PENNSYLVANIA FUND             4.65         4.96                4.12
VIRGINIA FUND                 4.66         4.97                4.11

    TAX-EXEMPT MONEY MARKET FUND

        The Fund provides current yield quotations based on its daily dividends.
The Fund declares dividends daily and pays dividends monthly from net investment
income.

      For  purposes  of  current  yield  quotations,  dividends  per share for a
seven-day period are annualized  (using a 365-day year basis) and divided by the
Fund's average net asset value per share for the seven-day  period.  The current
yield  quoted  will be for a  recent  seven  day  period.  Current  yields  will
fluctuate  from time to time and are not  necessarily  representative  of future
results. You should remember that yield is a function of the type and quality of
the  instruments in the portfolio,  portfolio  maturity and operating  expenses.
Current  yield  information  is useful in  reviewing a Fund's  performance  but,
because current yield will fluctuate,  such  information may not provide a basis
for  comparison  with bank deposits or other  investments  which may pay a fixed
yield for a stated period of time, or other investment companies,  which may use
a different method of calculating yield.

      In addition to  providing  current  yield  quotations,  the Fund  provides
effective yield  quotations for a base period return of seven days. The Fund may
also advertise  yield for periods other than seven days,  such as thirty days or
twelve months.  In such cases, the formula for calculating  seven-day  effective
yield will be used,  except that the base period will be thirty days or 365 days
rather than seven days. An effective  yield quotation is determined by a formula
that  requires  the  compounding  of  the   unannualized   base  period  return.
Compounding  is  computed  by adding 1 to the  annualized  base  period  return,
raising the sum to a power equal to 365 divided by 7 and  subtracting 1 from the
result.

                                      134

<PAGE>

      The  following is an example,  for purposes of  illustration  only, of the
current and effective yield and tax-equivalent yield calculation for Class A and
Class B shares for the seven day period ended December 31, 1999.

                                 CLASS A        CLASS B
                                 SHARES          SHARES
                                 ------          ------

Dividends per share from net   $0.000686636     $0.000572962
investment income (seven
calendar days ended December
31, 1999) (Base Period)
Annualized (365 day basis)*    $0.035803135     $0.029875874
Average net asset value per    $1.00            $1.00
share of the seven calendar
days ended December 31, 1999
Annualized historical yield    3.58%            2.99%
per share for the seven
calendar days ended December
31, 1999
Effective Yield**              3.64%            3.03%
Tax Equivalent Yield***        5.06%            4.21%
Weighted average life to
maturity of the portfolio on
December 31, 1999 as 53 days
for TAX-EXEMPT MONEY MARKET
FUND
- ------------

* This represents the average of annualized net investment  income per share for
the seven calendar days ended December 31, 1999.
** Effective Yield = [(Base Period Return+1)365/7] - 1
*** Tax Equivalent  Yield = (Effective  Yield/(1-Tax  Rate).  For the purpose of
this  illustration,  the tax rate was assumed to be 28%. The maximum Federal tax
rate during this period was 39.6%.

       ALL FUNDS

      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

                                      135

<PAGE>

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
      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.

                                      136

<PAGE>


                               GENERAL INFORMATION

      INSURED TAX EXEMPT  FUND,  NEW YORK  INSURED TAX FREE FUND AND  TAX-EXEMPT
MONEY MARKET FUND were  incorporated  in the state of Maryland on September  28,
1976, July 5, 1983 and March 11, 1983,  respectively.  INSURED TAX EXEMPT FUND's
authorized  capital stock consists of 500 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 one billion shares of common stock,
all of one series, with a par value per share of $0.01.  TAX-EXEMPT MONEY MARKET
FUND'S  authorized  capital stock  consists of 5 billion shares of common stock,
all of one series,  with a par value per share of $0.01. 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  October  30,  1985,
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
Tait, Weller & Baker,  independent  certified public accountants,  8 Penn Center
Plaza, Philadelphia, PA 19103. 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  Massachusetts  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

                                      137

<PAGE>

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.

      5%  SHAREHOLDERS.  As of March 31, 2000, 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
- ----                         -----------    -----------

ARIZONA                          7.7        Smith Barney Inc.
                                            George Washington Rm 1718
                                            23 Lexington Avenue
                                            New York, NY 10010

                                 9.0        DB Alex Brown LLC
                                            George Washington Rm 1718
                                            23 Lexington Avenue
                                            New York, NY 10010

CALIFORNIA                       9.4        Smith Barney Inc.
                                            c/o Can Beranek
                                            Box 757
                                            New Ulm, MN 56073

                                      138

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

COLORADO                         5.2        Hanson A. Baden
                                            Irene G. Baden
                                            Village at Skyline
                                            2335 Patriot Heights #2311
                                            Colorado Springs, CO 80904

CONNECTICUT                      7.1        Ludvig Upenieks
                                            20 Green Hills Drive
                                            Bolton, CT 06043-7805
                                 5.2        BNY Clearing Services LLC
                                            f/b/o Carol Sue Yoder
                                            111 East Kilbourn Avenue
                                            Milwaukee, WI  53202

GEORGIA                         18.9        Henry L. Fuqua
                                            1101 Parrotts Cove Road
                                            Greensboro, GA 30642

MARYLAND                         5.2        Dallas E. Polek
                                            539 Wyngate Road "Timonium"
                                            Timonium, MD 21093
                                11.6        Legg Mason Wood Walker Inc.
                                            PO Box 1476
                                            Baltimore, MD 21202

MICHIGAN                         5.5        Prudential Securities Inc. FBO
                                            Margaret E. Diponio, Trustee
                                            Margaret E. Dipono Lvg Trust
                                            Livonia, MI 48154-5461

MINNESOTA                        7.5        Donald J. Kiel
                                            c/o Can Beranek
                                            Box 757
                                            New Ulm, MN 56073

                                      139

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

MISSOURI                        23.2        Salomon Smith Barney Inc.
                                            333 West 34th Street - 3rd Floor
                                            New York, NY 10001
                                 6.0        BT Alex Brown Incorporated
                                            333 West 34th Street - 3rd Floor
                                            New York, NY 10001

NORTH CAROLINA                   8.5        J.C. Bradford & Co., Cust FBO
                                            333 West 34th Street - 3rd Floor
                                            New York, NY 10001

PENNSYLVANIA                    14.7        First Clearing Corporation
                                            George Washington Rm 1718
                                            23 Lexington Avenue
                                            New York, NY 10010

      As of March 31, 2000, 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
- ----                         -----------    -----------

FIRST INVESTORS INSURED         16.1       Maureen Barron
INTERMEDIATE TAX EXEMPT                    Earl Barron
                                           1938 Louisquisset Pike
                                           Lincoln, RI 02865

                                 8.2       Marjorie Kelvin
                                           700 Smith St. Apt# 241
                                           Providence RI 02908-3599

                                 8.0       Harrison W. Snyder
                                           Road 4 Box 313
                                           Huntingdon, PA 16652

                                 8.6       Lois Marie Roesner, Trustee
                                           Lois Marie Roesner Trust
                                           33 S. Roberts Road
                                           Palatine, IL 60067

                                 7.8       Melvin R. Grote
                                           Klara M. Grote
                                           PO Box 12
                                           Harrison, NE 69346

                                      140

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

                                 5.1       Douglas E. Bowles
                                           Linda L. Bowles
                                           2822 Stafford
                                           Wichita, KS 67211

ARIZONA                         17.4       Sebastian B. Bosco
                                           Rita C. Bosco
                                           4374 East Walnut Road
                                           Higley, AZ 85236

                                11.7       Steven W. Winter
                                           3741 E. Leland Street
                                           Mesa, AZ 85215

                                18.4       Calvin D. Hodgeson
                                           Janet A. Hodgeson Co-Trustees
                                           Hodgeson Revocable Living Trust
                                           7125 E. Luana Place
                                           Tucson, AZ 85710

                                 7.8       Pauline Pisano
                                           Antonio Pisano
                                           6994 Montee Lindo
                                           Glendale, AZ 85310

                                 8.6       Southwest Securities Inc. FBO
                                           Stella M. Janovak Revocable Trust
                                           PO Box 509002
                                           Dallas, TX 75250

CALIFORNIA                      18.2       Verne L. Miller
                                           Doris E. Miller
                                           5881 S. Crawford
                                           Reedley, CA 93654

                                 9.2       Salomon Smith Barney Inc.
                                           333 West 34th Street, 3rd Floor
                                           New York, NY 10001

                                 5.3       Southwest Securities Inc., FBO
                                           Harry E. Boyd
                                           PO Box 509002
                                           Dallas, TX 75250

                                      141

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

COLORADO                         5.9       J. Albert Torribio
                                           PO Box 3181
                                           Greeley, CO 80634

                                 5.9       Elinor Ann Travis
                                           1040 Joliet
                                           Aurora, CO 80010

                                16.3       R2H, LLP
                                           3131 E. Alameda Avenue, #602
                                           Denver, CO 80209

CONNECTICUT                      5.1       Sarah B. Tyson
                                           174 Towne House Road
                                           Hamden, CT 06514

                                 8.5       Gustave W. Peschell, Trustee
                                           Peschell Family Trust
                                           85 Fairchild Road
                                           Stratford, CT 06497

                                 6.0       Fred Savage, Trustee
                                           Einar Albin Lundberg Revocable Trust
                                           39 Lynne Terrace
                                           Shelton, CT 06484

                                10.9       First Union National Bank
                                           FBO/Helen C. Loughnan
                                           Attn: Phyllis A. Williams
                                           1525 West Harris Boulevard
                                           Charlotte, NC 28262-1151

FLORIDA                          7.0       Constance H. Brown Trustee
                                           Constance H. Brown Rev Liv Trust
                                           4527 Sanderling Circle West
                                           Boynton Beach, FL 33436

                                 7.2       Lamaris S. Hill,Trustee
                                           Lamaris S. Hill Family Trust
                                           1946 Palo Alto Avenue
                                           Lady Lake, FL 32159

                                      142

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

                                 6.5       Geraldine O. Jordan
                                           7401 SW 9th Street
                                           Plantation, FL 33317

                                21.8       Julia F. Meyers
                                           7930 Ascot Place
                                           Vero Beach, FL 32966-5117

                                 6.2       First Clearing Corporation
                                           Margie B. McAfee
                                           PO Box 150759
                                           Altamonte Springs, FL 32715

GEORGIA                          9.8       Allen Vegotsky
                                           Dorothy R. Vegotsky
                                           2215 Greencrest Drive
                                           Atlanta, GA 30345

                                12.0       Peter Duffy
                                           2778 Cumberland Boulevard #576
                                           Smyrna, GA 30080

                                 6.8       Geraldyne P. Miller
                                           3357 Collier Ct. NW
                                           Atlanta, GA 30331

                                12.8       Betty S. Cabaniss
                                           1001 Clifton Road NE
                                           Atlanta, GA 30307-1227

                                 9.7       Carol A. Blackwell
                                           2136 Bayford Court, SW
                                           Marietta, GA 30064

                                 9.8       Emma G. Burroughs
                                           3631 Nassau Drive
                                           Augusta, GA 30909

                                17.9       George V. Blake
                                           Agatha A. Blake
                                           2697 Rolling View Drive
                                           Smyrna, GA 30080-2625

MARYLAND                         6.3       John J. Banon
                                           Elizabeth M. Bannon
                                           17833 Cliffbourne Lane
                                           Derwood, MD 20855

                                      143

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

                                 6.4       June A. Reed
                                           21 Heron Isle Court
                                           Berlin, MD 21811


                                 6.7       Rita D. McCarthy, Trustee
                                           McCarthy Family Trust (B)
                                           507 Coover Road
                                           Annapolis, MD 21401

                                 5.0       Joseph A. Aquilla, Trustee
                                           Mary Louise Aquilla
                                           Irrevocable Trust
                                           10816 Sherwood Hill Road
                                           Owings Mills, MD 21117-5846

MASSACHUSETTS                    9.3       Aurora Graca
                                           141 Queen Drive
                                           West Wareham, MA 02576

                                15.8       Paul A. D'Oliveira
                                           2540 Pawtucket Avenue
                                           East Providence, RI 02915

                                 5.2       John Bannish
                                           431 Hillside Road
                                           Southwick, MA 01077

                                 6.2       John Mahaney
                                           Alice Mahaney
                                           91 Bridge Street
                                           Fairhaven, MA 02719

MICHIGAN                         7.9       Robert Bukowski & Dorothy Bukowski
                                           Mary Bukowski & Michael Bukowski,
                                           Trustees
                                           The Bukowski Trust
                                           19139 Greenwald
                                           Southfield, MI 48075

                                 8.5       George Shamie, Trustee
                                           George Shamie Trust
                                           640 Hampton Road
                                           Grosse Pointe, MI 48236

                                      144

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

                                 8.6       Albert E. Niemann
                                           Beverly L. Niemann
                                           15212 Huron River Drive
                                           Romulus, MI 48174-3623

                                 8.3       Thomas W. Stone
                                           Paul T. Stone
                                           2808 N. Chipman Street
                                           Owosso, MI 48867

                                 6.6       Mary Lanza
                                           Frances Goers
                                           Norma J. Goers
                                           54500 Grand River
                                           New Hudson, MI 48165

                                 5.6       Blanche Paula Ebenhoeh
                                           111 Windwood PTE
                                           St. Clair Shores, MI 48080

                                 5.6       Robert Hall
                                           Janet Hall
                                           8244 Brandywine
                                           Ypsilanti, MI 48197

MINNESOTA                       11.1       Debra M. Curran C/F
                                           Joseph D. Curran
                                           622 Maple Park Drive
                                           Mendota Heights, MN  55118

                                 5.2       Robert R. Lehrke
                                           Sally A Lehrke
                                           2665 40th Street
                                           Burtrum, MN 56318

                                11.1       Debra M. Curran C/F
                                           Benjamin T. Curran
                                           622 Maple Park Drive
                                           Mendota Heights, MN  55118

                                12.2       Debra M. Curran
                                           622 Maple Park Drive
                                           Mendota Heights, MN  55118

                                      145

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

MISSOURI                         5.3       Ray A. Powell/Lula M. Powell,
                                           Trustees
                                           Ray A. Powell/Lula M. Powell Trust
                                           3315 Gillham Road
                                           Kansas City, MO 64109

                                 6.5       Virginia B. Wall
                                           Virginia B. Wall Trust Agreement
                                           1707 Jackson Street
                                           Chillicothe, MO 64601

NEW JERSEY                       6.9       Merrill William Yeager
                                           1411 Thomas Street
                                           Point Pleasant, NJ 08742-3959

                                 6.7       John J. Gabriel
                                           Verna E. Gabriel
                                           1 MacArthur Boulevard s601
                                           Westmont, NJ 08108-3647

                                 7.4       Diane Longo
                                           225 Daniel Street
                                           Hackensack, NJ 07601

                                 7.4       Linda Longo
                                           225 Daniel Street
                                           Hackensack, NJ 07601

                                 7.1       Frederick Ecker & Claire L. Ecker
                                           10 West 24th Street
                                           Barnegat Light, NJ 08006-9999

                                 5.2       Florence Barrett
                                           203 Ryans Run West
                                           55 E. Kings Highway
                                           Maple Shade, NJ 08052

NEW YORK                        10.5       Rosalie Lamet
                                           845 West End Avenue, Apt. 6C
                                           New York, NY 10025-4918

                                 6.4       Edwin A. Young
                                           21 Sproat Street
                                           Middletown, NY 10940

                                      146

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

NORTH CAROLINA                   6.2       Irma Eisenbud
                                           340 Carolina Meadows Villa
                                           Chapel Hill, NC 27514-9130

                                13.2       Martha Sachs
                                           48 North Rugby Road
                                           Hendersonville, NC 28791

                                10.2       Pauline T. Ellis, Trustee
                                           Pauline T. Ellis Trust
                                           113 Column Circle
                                           Shelby, NC 28150

                                 8.8       Armonia H. Taylor-Wright
                                           1131 Apt. O. Wisperwood Court
                                           Greensboro, NC 27407

                                10.8       Audie G. Buckner & Iris B. Shuke
                                           159 Pine Forest Drive
                                           Siler City, NC 27344-9614

                                12.2       Francis J. Sincox
                                           4500 Binwhe Lane
                                           Gastonia, NC 28052

OHIO                            10.7       Johnny R. Thomas C/F
                                           Kerri Jo Thomas
                                           36363 Harper Road
                                           Malaga, OH 43757

                                21.5       Joseph A. Plata, Trustee
                                           Plata Family Trust
                                           4323 Bruening Drive
                                           Parma, OH 44134

                                 7.5       Daniel Nesselroad
                                           1247 County Road 41
                                           Richmond, OH 43944

                                22.3       Johnny R. Thomas C/F
                                           Adrienne Thomas
                                           36363 Harper Road
                                           Malaga, OH 43757

                                      147

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

                                 6.7       Leroy W. Gagle
                                           Suzanne Gagle
                                           353 Southwood Drive
                                           Perrysburg, OH 43551

                                 7.4       Smith Barney Inc.
                                           388 Greenwich Street
                                           New York, NY 10013

                                 8.3       First Union Securities, Inc.
                                           111 East Kilbourn Avenue
                                           Milwaukee, WI 53202

OREGON                           6.0       Donald L. Phillips Sr.
                                           Karen A. Phillips
                                           18729 S. Lyons
                                           Oregon City, OR 97045-9623

                                 9.6       Larry S. Penkava
                                           Dorothy E. Penkava
                                           2896 Twin Oak Place NW
                                           Salem, OR 97304

                                10.6       Ned W. Wagner/Shirley J. Wagner,
                                           Trustee
                                           Wagner Living Trust
                                           13825 SW 22nd Street
                                           Beaverton, OR 97008

                                11.5       John E. Laney
                                           Helen M. Laney
                                           14315 SW Stallion Drive
                                           Beaverton, OR 97008

                                 5.0       Karleen H. Itschner, Trustee
                                           Kirkpatrick Family Trust
                                           19488 S. Red House Road
                                           Molalla, OR 97038

                                 8.1       James M. Hogan
                                           36345 Bartoldus Loop
                                           Astoria, OR 97103

                                      148

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

PENNSYLVANIA                     5.8       Ruth R. Patterson
                                           502 East Roumfort Road
                                           Philadelphia, PA 19119-1034

                                 5.3       Harrison W. Snyder
                                           Rd 4 Box 313
                                           Huntingdon, PA 16652

                                 6.2       Peter   Hesbacher  1933  Highway  35,
                                           Suite 235 Wall, NJ 07719

VIRGINIA                         5.4       Jose Domingos Vieira
                                           37451 Sailors Court
                                           Greenbackville, VA 23356

                                 5.4       Helen H. Biggs
                                           4410 Alta Vista Drive
                                           Fairfax, VA 22030-5382

                                 9.7       John W. Bunting III, Trustee
                                           The John W. Bunting III Revocable
                                           Trust
                                           328 Bunting Point Road
                                           Yorktown, VA 23693

                                 6.4       Lula C. Olds
                                           220 Kirkwood Drive
                                           Danville, VA 24541

                                 5.0       Rebecca A. Biron
                                           108 Cardinal Acres Drive
                                           Williamsburg, VA 23185

                                19.7       Una H. Harris
                                           PO Box 871
                                           910 West High Street
                                           South Hill, VA 23970


      25%  SHAREHOLDERS.  As of March 31, 2000 the following  owned of record or
beneficially 25% or more of the outstanding  Class A shares of each of the Funds
listed below:

                                      149

<PAGE>

FUND                         % OF SHARES    SHAREHOLDER
- ----                         -----------    -----------

        GEORGIA                 29.3       Edward G. Johnson
                                           Patricia A. Johnson
                                           1510 Braiden Road
                                           Dalton, GA 30720

                                      150

<PAGE>


      As of March 31, 2000 the following  owned of record or beneficiary  25% or
more of the outstanding Class B shares of each of the Funds listed below:

FUND                        % OF SHARES   SHAREHOLDER

FIRST INVESTORS TAX EXEMPT      96.0      Eola Crumley
MONEY MARKET FUND, INC.                   Robert O. Crumley
                                          10503 Kirkdale
                                          Houston, TX 77089

CALIFORNIA                      45.8      Virginia F. Fry, Trustee
                                          FBO The Virginia F. Fry Trust
                                          45800 East 10th Street, Space 1
                                          Lancaster, CA 93535

COLORADO                        25.6      Marion Fischel
                                          6690B E. Bayaud Avenue
                                          Denver, CO 80224

                                40.7      Elden E. Coombs
                                          9577 S. Deer Creek Canyon Road
                                          Littleton, CO 80127

MINNESOTA                       56.4      Myrtle Eveland
                                          316 Polk Street #2
                                          Anoka, MN 55303

MISSOURI                        70.5      Salomon Smith Barney, Inc.
                                          333 West 34th Street, 3rd Floor
                                          New York, NY 10001

PENNSYLVANIA                    33.9      John J. Madden
                                          Barbara A. Madden
                                          94 Spangenburg Avenue
                                          East Stroudsburg, PA 18301



      TRADING BY  PORTFOLIO  MANAGERS  AND OTHER  ACCESS  PERSONS.  Pursuant  to
Section 17(j) of the 1940 Act and Rule 17j-1 thereunder, each Fund, the Adviser,
and the Underwriter have adopted Codes of Ethics  ("Codes").  These Codes permit
portfolio  managers  and  other  access  persons  of  the  Funds  to  invest  in
securities,  including  securities  that may be owned by the  Funds,  subject to
certain restrictions.

                                      151

<PAGE>

      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.

                                      152

<PAGE>


                                         APPENDIX A
                           DESCRIPTION OF MUNICIPAL BOND RATINGS

STANDARD & POOR'S
- -----------------

      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.

                                      153

<PAGE>

      BB Debt rated "BB" has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
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.

                                      154

<PAGE>

      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
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.

                                      155

<PAGE>


                                   APPENDIX B
                           DESCRIPTION OF MUNICIPAL NOTE RATINGS


STANDARD & POOR'S
- -----------------

      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.

                                      156

<PAGE>


                                   APPENDIX C

                     DESCRIPTION OF COMMERCIAL PAPER RATINGS

STANDARD & POOR'S
- -----------------

      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.

                                      157


<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


                                       D-1
<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.


                                       D-2
<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.


                                       D-3
<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.


                                       D-4
<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.


                                       D-5
<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.


                                   D-6
<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.


                                       D-7

<PAGE>



                                    FINANCIAL STATEMENTS

                                  AS OF DECEMBER 31, 1999


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, 1999
electronically filed with the Commission on February 28, 2000 (Accession Number:
0000928816-00-000103).

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, 1999  electronically  filed
with   the    Commission    on   February    28,   2000    (Accession    Number:
0000928816-00-000103).

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, 1999
electronically filed with the Commission on February 28, 2000 (Accession Number:
0000928816-00-000103).

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, 1999
electronically filed with the Commission on February 28, 2000 (Accession Number:
0000928816-00-000103).

First Investors  Tax-Exempt  Money Market Fund, Inc.  (2-82572)  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, 1999
electronically filed with the Securities and Exchange Commission on February 28,
2000 (Accession Number:
0000928816-00-000103).






<PAGE>

A Guide to Your
First Investors
Mutual Fund Account

as of January 11, 2000




INTRODUCTION
Investing in mutual funds doesn't have to be complicated. Your registered
representative is available to answer your questions and help you process your
transactions. First Investors offers personalized service and a wide variety of
mutual funds. 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
                                 1-212-858-8000
                                 Transfer Agent
                      Administrative Data Management Corp.
                                 581 Main Street
                              Woodbridge, NJ 07095
                                 1-800-423-4026
TABLE OF CONTENTS
HOW TO BUY SHARES
To Open  an  Account................1
To Open a Retirement Account........2
Minimum Initial Investment..........2
Additional Investments..............2
Acceptable Forms of Payment.........2
Share Classes.......................2
Share Class Specification...........3
Class A Shares......................3
Class B Shares......................5
How to Pay..........................6
HOW TO SELL SHARES
Written Redemptions.................9


<PAGE>


Telephone Redemptions...............9
Electronic Funds Transfer...........9
Systematic Withdrawal Plans.........10
Expedited Wire Redemptions..........10

HOW TO EXCHANGE SHARES
Exchange Methods....................11
Exchange Conditions.................12
Exchanging Funds with
Automatic Investments or
Systematic Withdrawals..............12

WHEN AND HOW
FUND SHARES ARE PRICED..............13

HOW PURCHASE,
REDEMPTION AND
EXCHANGE ORDERS ARE
PROCESSED AND PRICED.................13
SPECIAL RULES FOR MONEY
MARKET FUNDS ........................14

RIGHT TO REJECT PURCHASE
OR EXCHANGE ORDERS...................15

SIGNATURE GUARANTEE
POLICY  .............................15

TELEPHONE SERVICES
Telephone Exchanges
and Redemptions......................16
Shareholder Services.................17

OTHER SERVICES.......................18

ACCOUNT STATEMENTS
Transaction Confirmation Statements..20
Master Account Statements 20
Annual and Semi-Annual Reports.......20

DIVIDENDS AND DISTRIBUTIONS
Dividends and Distributions..........21
Buying a Dividend....................21

TAX FORMS  ..........................22
THE OUTLOOK..........................22

<PAGE>

HOW TO BUY SHARES
First Investors offers a wide variety of mutual funds to meet your financial
needs ("FI Funds"). Your 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 or visit us on-line at www.firstinvestors.com for more
information.

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"). Some types of accounts require additional
paperwork.* 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.





NON-RETIREMENT
ACCOUNTS

We offer a variety of different "non-retirement" accounts, which is the term we
use to describe all accounts other than retirement accounts.

INDIVIDUAL ACCOUNTS.  These accounts may be opened by any adult individual.
Telephone privileges are automatically available, unless they are declined.

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 passes to the named beneficiaries in
the event of the death of all account owners.

* ADDITIONAL PAPERWORK REQUIRED FOR CERTAIN ACCOUNTS.




TYPE OF ACCOUNT      ADDITIONAL DOCUMENTS REQUIRED

Corporations   First Investors Certificate of Authority
Partnership
& Trusts

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     Certified copy of court document appointing Conservator/
& Guardianships      Guardian


<PAGE>


RETIREMENT  ACCOUNTS
We offer the following types of retirement plans for individuals and employers:

INDIVIDUAL RETIREMENT ACCOUNTS including Roth, Traditional, and Rollover IRAs.

SIMPLE IRAS for employers.

SEP-IRAS (SIMPLIFIED EMPLOYEE PENSION PLANS) for small business owners or people
with income from self-employment. SARSEP-IRAs are available as trustee to
trustee transfers.

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 and partnerships.

Currently, there are no annual service fees chargeable to a participant in
connection with an IRA, SEP-IRA, SARSEP-IRA or SIMPLE-IRA. Each Fund currently
pays the annual $10.00 custodian fee for each IRA account maintained with such
Fund. This policy may be changed at any time by a Fund on 45 days' written
notice to the holder of any IRA, SEP-IRA, SARSEP-IRA or SIMPLE-IRA. First
Financial Savings has reserved the right to waive its fees at any time or to
change the fees on 45 days' prior written notice to the holder of any IRA.
(First Financial Savings Bank will change its name to First Investors Federal
Savings Bank.)

For more information about these plans call your registered representative or
our Shareholder Services Department at
1 (800) 423-4026.

MINIMUM INITIAL
INVESTMENT
Your initial investment in a non-retirement fund account may be as little as
$1,000. The minimum is waived if you use one of our Automatic Investment
Programs (see How to Pay) or if you open a Fund account through a full exchange
from another FI Fund. You can open a First Investors Traditional IRA or Roth IRA
with as little as $500. Other retirement accounts may have lower initial
investment requirements at the Fund's discretion.


ADDITIONAL 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

ACCEPTABLE FORMS OF PAYMENT The following forms of payment are acceptable:

- -checks made payable to First Investors Corporation.

- -Money Line and Automatic Payroll Investment electronic funds transfers.

- -Federal Funds wire transfers.


<PAGE>


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.

SHARE  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
of shares in the same fund generally have different prices. Class A shares have
a front-end sales charge. Class B shares may 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.

SHARE 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 selection. If you do not specify which class of shares you want
to purchase, Class A shares will automatically be purchased.

CLASS  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
    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%
    $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%.

Generally, you should consider purchasing Class A shares if you plan to
invest $250,000 or more either initially or over time.
SALES CHARGE WAIVERS
& REDUCTIONS ON CLASS A SHARES:


<PAGE>


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,
or by his/her spouse, child (under age 21) or grandchild (under age 21).

2: By a former officer, trustee, director, or employee of the Fund, First
Investors Corporation, or their affiliates or by his/her spouse, child (under
age 21) or child under UTMA/UGMA provided the person worked for the company for
at least 5 years and retired or terminated employment in good standing.



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 Class A share fund distributions are reinvested in Class A shares.

5: When Class A share Systematic Withdrawal Plan payments are reinvested in
Class A shares (except for certain payments from money market accounts which may
be subject to a sales charge).

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 contracts or First Investors Single Premium Retirement Annuity
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%.


<PAGE>


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. The Cumulative
Purchase Privilege lets you add the values of all of your existing FI Fund
accounts (except for amounts that have been invested directly in Cash Management
or Tax Exempt Money Market accounts on which no sales charge was previously
imposed) to the amount of your next Class A share investment in determining
whether you are entitled to a sales charge discount. While sales charge
discounts are available only on Class A shares, we will also include any Class B
shares you may own in determining whether you have achieved a discount level.
For example, if the combined current value of your existing FI Fund accounts is
$25,000 (measured by offering price), 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. Your spouse's accounts and
custodial accounts held for minor children residing at your home





can also be linked to your accounts upon request.

- -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 Class A shares 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 90 days before the date of the LOI may be included, in which case the 13
month period begins on the date of the first purchase. 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. Amounts invested in the Cash Management or
Tax Exempt Money Market Funds are not counted toward an LOI.

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.
<PAGE>

CLASS 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 or through cross reinvestment of dividends from another
Class B share 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%



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 and
shares acquired through dividend or capital gains distributions.

2: Redemptions due to the death or disability (as defined in Section 72(m)(7) of
the Internal Revenue Code) of an account owner. Redemptions following the death
or disability of one joint owner of a joint account are not deemed to be as the
result of death or disability.

3: Distributions from employee benefit plans due to plan termination.

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.


<PAGE>


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.

HOW  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 INVESTMENTS:
We offer several automatic investment
programs to simplify investing.

+ MONEY LINE:
With our Money Line program, you can invest in a FI fund account with as little
as $50 a month or $600 each year by transferring funds electronically from your
bank account. You can invest up to $50,000 a month through Money Line.



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 or account statement. 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.
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 provided bank and fund account
registrations are the same.

- -Decrease the payment.

- -Discontinue the service.


<PAGE>


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 new Money Line Application and voided check or
account statement is required).

A medallion signature guarantee (see Signature Guarantee Policy) is required to
increase a Money Line payment to $25,000 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 purchased on the day the electronic transfer is
received by the Fund.

HOW TO APPLY:
1: Complete an API Application. If you are receiving a government payment and
wish to participate in the API Program you must also complete the government's
Direct Deposit Sign-up Form. Call Shareholder Services at 1 (800) 423-4026 for
more information.

2: Complete an API Authorization Form.

3: Submit the paperwork to your registered representative or send it to:
ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198.

+ WIRE  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.



Shares will be purchased on the day we receive your wire transfer provided that
we have received adequate instructions and you have previously notified us that
the wire is on the way (by calling 1 (800) 423-4026). Your notification must
include the Federal Funds wire transfer confirmation number, the amount of the
wire, and the fund account number to receive same day credit. 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 #

(First Financial Savings Bank will change its name to First Investors Federal
Savings Bank.)


+ DISTRIBUTION
  CROSS-INVESTMENT:


<PAGE>


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  fund 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.

+ SYSTEMATIC 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 in the same class of shares. -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 fund 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 ("NYSE") is open
for regular trading. In the mutual fund industry, a sale is referred to as a
"redemption." Payment of redemption proceeds generally will be made within seven
days. If the shares being redeemed were recently purchased by check or
electronic funds transfer, payment may be delayed to verify that the check or
electronic funds transfer 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.

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 registered
representative for a liquidation request form.  A written liquidation request
in





good order must include:


<PAGE>


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; and

6: Signature guarantees, if required (see Signature Guarantee Policy).

If we are being asked to redeem a retirement account and transfer the proceeds
to another financial institution, we will also require a Letter of Acceptance
from the successor custodian before we effect the redemption.

For your protection, the Fund reserves the right to require additional
supporting legal documentation.

Written redemption requests should be mailed to:
ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198.

If your redemption request is not in good order or information is missing, the
Transfer Agent will seek additional information and process the redemption on
the day it receives such information.


TELEPHONE REDEMPTIONS

You, or any person we believe is authorized to act on your behalf, may redeem
non-retirement 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 4:00 p.m., ET,
provided:

- -Telephone privileges are available for your account registration and you
 have not declined 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 or predesignated
 bank account;
- -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.  Telephone  redemption orders received between 4:00-5:00p.m. will be
 processed on the following business day.
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 have been 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; and

4: Cannot exceed $100,000 when added to the total amount of all EFT redemptions
   made within the previous 30 days.

If your redemption does not qualify for an EFT redemption, your redemption
proceeds will be mailed to your address of record.


<PAGE>


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,
number of shares, 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, payments to First Investors
Life Insurance Company, and systematic investments into another eligible fund
account. 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 701/2.

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.

EXPEDITED  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.

Requests for redemptions by wire out of money market funds must be received in
writing or by phone prior to 12:00 p.m., ET on a day the NYSE is open for
trading. These days are referred to as "Trading Days" in this manual. Wire
Redemption orders received after 12:00 p.m., ET but before the close of regular
trading on the NYSE, or received on a day that the Federal Reserve system is
closed will be processed on the following business day.

- -Each wire under $5,000 is subject to a $15 fee.

- -Two wires of $5,000 or more are permitted without charge each month.  Each
 additional wire is $15.00.

- -Wires must be directed to your pre-designated bank account.



HOW TO EXCHANGE SHARES


<PAGE>


The exchange privilege gives you the flexibility to change investments as your
goals change without incurring a sales charge. Since an exchange of
non-retirement fund shares 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.

EXCHANGE METHODS

METHOD             STEPS TO FOLLOW

Through Your
Registered Representative Call your registered representative.

By Phone         Call Special Services from 9:00 a.m. to 5:00 p.m., ET
1(800) 342-6221  Orders received after the close of the NYSE, usually
4:00 p.m., ET, 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 and must be on file.

By Mail to:
ADM
581 MAIN STREET
WOODBRIDGE,         NJ 07095-1198 1. Send us written instructions signed by all
                    account owners exactly as the account is registered.

                 2. Include the name and account number of your fund.

                 3.  Indicate either the dollar amount, number of shares or
                     percent of the source account you want to exchange.

                 4.   Specify the existing account number or the name of the

                      new Fund you want to exchange into.

                 5. Include any outstanding share certificates for shares you

                         want to exchange.  A signature guarantee is required.

                 6. For trusts, estates, attorneys-in-fact, corporations,
                          partnerships, and other entities, additional
                                   documents are required.  Call Shareholder
                                   Services at 1(800) 423-4026.




EXCHANGE 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.


<PAGE>


6: Amounts exchanged from a non-money market fund to a money market fund may be
exchanged back along with the dividends earned on that amount 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. Dividends earned on money market shares that were purchased by an
exchange from a fund with a sales charge, may be exchanged back at net asset
value. Your request must be in writing and include a statement acknowledging
that a sales charge will be paid.

8: If you exchange Class B shares of a fund for shares of a Class B money market
fund, the CDSC will not be imposed but the CDSC and the holding period used to
calculate the CDSC will carry over to the acquired shares.

9: 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.

10: If your exchange request is not in good order or information is missing, the
Transfer Agent will seek additional information and process the exchange on the
day it receives such information.

EXCHANGING 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. 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)

WHEN AND HOW  FUND SHARES ARE PRICED
Each FI Fund prices its shares each day that the NYSE is open for trading. The
share price is calculated as of the close of trading on the NYSE (generally 4:00
p.m., ET).

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.


<PAGE>


HOW PURCHASE,
REDEMPTION AND
EXCHANGE ORDERS
ARE PROCESSED AND PRICED
The processing and price for a purchase, redemption or exchange depends upon how
your order is placed. As indicated below, in certain instances, special rules
apply to money market transactions. Special rules also apply for emergency
conditions. These are described in the Statement of Additional Information.

+ PURCHASES:
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 money market funds which are discussed in the
section below called Special Rules for Money Market Funds). 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 via
Fund/SERV by your broker-dealer. If you give your order to a registered
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., ET, your shares will be purchased at that day's price
(except in the case of money market funds which are discussed in the section
below called Special Rules for Money Market Funds). 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 date you select on your
 application.

- -Automatic Payroll Investment Service purchases are processed on the date that
 we receive funds from your employer.

+ REDEMPTIONS:
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 non-retirement account 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 good order in our Woodbridge, NJ office prior to 4:00 p.m., ET.


<PAGE>


If your redemption order is received prior to the close of trading on the NYSE,
you will receive that day's price. If you redeem through a broker-dealer other
than First Investors, other requirements may apply. Consult with your
broker-dealer about its requirements.

+ EXCHANGES:
Unless you have declined telephone privileges, you or your representative may
exchange shares by phone. Exchanges can also be made by written instructions.
Exchange orders are processed when we receive them in good order in our
Woodbridge, NJ office.

Exchange orders received in good order prior to the close of trading on the NYSE
will be processed at that day's prices.

+ ORDERS 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.

+ ORDERS 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 or pay for the order in a
timely fashion. Any such disputes must be settled between you and the Dealer.

SPECIAL RULES FOR MONEY MARKET FUNDS
Money market fund shares will not be purchased until the Fund receives Federal
Funds for the purchase. Federal Funds for a purchase will generally not be
received until the morning of the next Trading Day following the Trading Day on
which your purchase check or other form of payment 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 Federal Funds for the purchase
will generally not be received until the morning of the second following Trading
Day.

If we receive a wire transfer for a purchase prior to 12:00 p.m., ET and you
have previously notified us that the wire is on the way (by calling 1 (800)
423-4026) the funds for the purchase will be deemed to have been received on
that same day. Your notification must include the Federal Funds wire transfer
confirmation number, the amount of the wire, and the money market fund account
number to receive same day credit. 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
FI CASH MGMT. ACCOUNT 8900005696

FOR FURTHER CREDIT TO:  YOUR NAME
YOUR FIRST INVESTORS ACCOUNT #

TAX-EXEMPT MONEY MARKET FUND

BANK OF NEW YORK

ABA #021000018
FI TAX EXEMPT ACCOUNT 8900023198

FOR FURTHER CREDIT TO: YOUR NAME
YOUR FIRST INVESTORS ACCOUNT #


<PAGE>


Requests for redemptions by wire out of the money market funds must be received
in writing or by phone prior to 12:00 p.m., ET, on a Trading Day, to be
processed the same day. Wire redemption requests received after 12:00 p.m., ET,
but before the close of regular trading on the NYSE, will be processed the
following Trading Day.

There is no sales charge on Class A share money market fund purchases. However,
anytime you make a redemption from a Class A share money market account and
subsequently invest the proceeds in another eligible Class A share fund, the
purchase will incur a sales charge unless one has already been paid.

RIGHT TO REJECT
PURCHASE OR
EXCHANGE ORDERS
A fund reserves the right to reject or restrict any specific purchase or
exchange 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 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.

+ 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 any entity other than 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,
pre-authorized bank account, or a major 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 the dealer on the account.

6: When shares are transferred to a new registration.

7: When certificated (issued) shares are redeemed or exchanged.

8: To establish any EFT service.

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.


<PAGE>


12: When the authority of a representative of a corporation, partnership, trust,
or other entity has not been satisfactorily established.

13: When an address is updated on an account which has been coded "Do Not Mail"
because mail has been returned as undeliverable.

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, telephone
privileges are not automatically granted. You must complete additional
documentation. Call Shareholder Services at 1 (800) 423-4026 for assistance.

Telephone privileges allow you to exchange or redeem eligible shares and
authorize other transactions with a simple phone call. Your registered
representative may also use telephone privileges to execute your transactions.

+ SECURITY 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.

+ ELIGIBILITY:
NON-RETIREMENT ACCOUNTS:
You can exchange or redeem shares of any non-retirement account by phone. Shares
must be uncertificated and owned for 15 days for telephone redemption. See "How
To Sell Shares" for additional information.

Telephone exchanges and redemptions are not available on guardianship and
conservatorship accounts.

RETIREMENT ACCOUNTS:
You can exchange shares of any eligible FI fund of any participant directed FI
prototype IRA, 403(b) or 401(k) Simplifier Plan. 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
<PAGE>


Application is on file with the fund. Contact your 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.



During times of drastic economic or market changes, telephone redemptions or
exchanges may be difficult to implement. If you experience difficulty in making
a telephone exchange or redemption, you may send us a written request by regular
or express mail. The written request will be processed at the next determined
net asset value, less any applicable CDSC, when received in good order in our
Woodbridge, N.J. office.




SHAREHOLDER SERVICES
1 (800) 423-4026

PROVIDED YOU HAVE NOT DECLINED TELEPHONE PRIVILEGES, CALL US TO UPDATE OR
CORRECT:
- -Your address or phone number.  For security purposes, the Fund will not
 honor telephone requests to change an address to a P.O. Box or "c/o" street
 address.

- -Your birth date (important for retirement distributions).

- -Your distribution option to reinvest or pay in cash or initiate cross
 reinvestment of dividends (non-retirement accounts only).

- -The amount of your Money Line up to $999.99 per payment provided bank and fund
 account registrations are the same.

- -The allocation of your Money Line or Automatic Payroll Investment  payment.

- -The amount of your Systematic Withdrawal payment on non-retirement accounts.

TO REQUEST:
- -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 (non-retirement
 accounts only).

- -Cancellation of your Systematic Withdrawal Plan (non-retirement accounts
 only).

- -Money market fund draft checks (non-retirement accounts only). Additional
 written documentation may be required for certain registrations.

- -A stop payment on a dividend, redemption or money market draft check.

- -Reactivation of your Money Line (provided an application and voided check is
 on file).

- -Suspension (up to six months) or cancellation of Money Line.

- -A duplicate copy of a statement or tax form.

- -Cancellation of cross-reinvestment of dividends.





OTHER SERVICES
+ REINSTATEMENT PRIVILEGE:


<PAGE>


If you sell some or all of your Class A or Class B shares, you may be entitled
to invest 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 invest proceeds into a new fund account, you must meet the fund's minimum
initial investment requirement.

If you invest 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 invest 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 reinstatements 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.

+ CERTIFICATE SHARES:
Every time you make a purchase of Class A shares, we will credit shares to your
fund account. We do not issue share certificates unless you specifically request
them. Certificates are not issued on any Class B shares, Class A money market
shares, or any shares in retirement accounts.

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 may 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, exchanged, or transferred
until they are returned with your transaction request. The share certificate
must be properly endorsed and signature guaranteed.

+ MONEY 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, NJ 07095-1198 to
request a copy of the following records:



 .

ACCOUNT HISTORY STATEMENTS:
1974 - 1982*    $10 per year fee

1983 - present  $5 total fee for all years

Current & Two Prior Years Free

*ACCOUNT HISTORIES ARE NOT AVAILABLE PRIOR TO 1974



CANCELLED CHECKS:
There is a $10 fee for a copy of a cancelled dividend, liquidation, or
investment check requested. There is a $15 fee for a copy of a cancelled money
market draft check.


<PAGE>


DUPLICATE TAX FORMS:
Current Year    Free

Prior Year(s)   $7.50 per tax form per year



+ RETURN 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 escheated to your state (in other
words turned over) in accordance with state laws governing abandoned property.

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.



+ TRANSFERRING  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. Partial transfers must meet the minimum initial investment
requirement of the fund.

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).

If First Investors is your broker-dealer, 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 a 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 of a shareholder 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.



ACCOUNT STATEMENTS


<PAGE>


TRANSACTION
CONFIRMATION STATEMENTS
You will receive a confirmation statement immediately after most transactions.
These include:

- -dealer purchases.

- -check investments.

- -Federal Funds wire purchases.

- -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 Payment 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 may provide a perforated Investment Stub with
your preprinted name, registration, and fund account number for future
investments.


MASTER  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 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.


<PAGE>


ANNUAL  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.



DIVIDENDS AND
DISTRIBUTIONS
DIVIDENDS  AND
DISTRIBUTIONS
For funds that declare daily dividends, except money market funds, you start
earning dividends on the day your purchase is made. For FI money market fund
purchases, including Money Line and API purchases, you start earning dividends
on the day Federal Funds are credited to your fund account. For exchanges into
the money market funds, you start earning dividends on the day following the
Trading Day on which an exchange is processed. No dividends are earned on
exchanges out of the money market funds on the Trading Day on which an exchange
is processed. The funds declare dividends from net investment income and
distribute the accrued earnings to shareholders as noted below:


<TABLE>
<CAPTION>


DIVIDEND PAYMENT SCHEDULE
<S>                                 <C>                           <C>

MONTHLY:                            QUARTERLY:                    ANNUALLY (IF ANY):
Cash Management Fund                Blue Chip Fund                Focused Equity Fund
Fund for Income                     Growth & Income Fund          Global Fund
Government Fund                     Total Return Fund             Mid-Cap Opportunity Fund
Insured Intermediate Tax-Exempt     Utilities Income Fund         Special Situations Fund
Insured Tax Exempt Fund
Investment Grade Fund
Multi-State Insured Tax Free Fund
New York Insured Tax Free Fund
Tax-Exempt Money Market Fund
</TABLE>


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.


BUYING  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.


<PAGE>

<TABLE>
<CAPTION>

TAX FORMS
<S>                <C>                                                               <C>

TAX FORM                       DESCRIPTION                                           MAILED BY
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.







(This page Intentionally Left Blank)


<PAGE>


                              Principal Underwriter
                           First Investors Corporation
                                 95 Wall Street
                               New York, NY 10005
                                 1-212-858-8000

                                 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 Trust(1)

        (ii)      Supplemental Declaration of Trust(2)

     (b)          By-laws(1)

     (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
                  Corporation(1)

     (f)          Bonus, profit sharing or pension plans - none

     (g)(i)       Custodian   Agreement  between  Registrant  and  Irving  Trust
                  Company(1)

        (ii)      Supplement to Custodian  Agreement between  Registrant and The
                  Bank of New York(1)

     (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 Agreement(2)

        (iii)     Transfer Agency Agreement(3)

     (i)          Consent of Counsel - filed herewith

     (j)(i)       Consent of Independent Accountants - filed herewith

        (ii)      Powers of Attorney(1)

     (k)          Financial statements omitted from prospectus -none

     (l)          Initial capital agreements - none

     (m)(i)       Amended and Restated Class A Distribution Plan(1)

        (ii)      Class B Distribution Plan(1)


<PAGE>

     (n)          Financial Data Schedules - filed herewith

     (o)          18f-3 Plan(1)

     (p)(i)       Code of  Ethics  for  First  Investors  Registered  Investment
                  Companies - filed herewith

     (p)(ii)      Code of Ethics for First Investors - filed herewith

- ------------
(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)   Incorporated  by  reference  from  Post-Effective   Amendment  No.  29  to
      Registrant's  Registration  Statement (File No. 33-25623) filed on January
      28, 2000.


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;


<PAGE>

                  (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 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
                       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

<PAGE>

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.

           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

<PAGE>

and directors of the  Investment  Adviser are set forth in Part B,  Statement of
Additional Information, under "Directors or Trustees and Officers."


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


<PAGE>

Kathryn S. Head                   Vice President              Trustee
581 Main Street                   and Director
Woodbridge, NJ 07095



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


<PAGE>

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.


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  and  the
Investment  Company Act of 1940, the Fund  represents  that this Amendment meets
all the  requirements  for  effectiveness  pursuant  to Rule  485(b)  under  the
Securities  Act of 1933,  and has duly caused this  Post-Effective  Amendment to
this Registration Statement to be signed on its behalf by the undersigned,  duly
authorized,  in the  City of New  York,  State of New  York,  on the 18th day of
April, 2000.

                                          FIRST INVESTORS SERIES FUND
                                         (Fund)

                                          By:  /s/ Glenn O. Head
                                               -----------------------
                                                Glenn O. Head
                                                President and Trustee

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

/s/ Glenn O. Head              Principal Executive            April 18, 2000
- -----------------------------  Officer and Trustee
Glenn O. Head

/s/ Joseph I. Benedek          Principal Financial            April 18, 2000
- -----------------------------  and Accounting Officer
Joseph I. Benedek

             *                 Trustee                        April 18, 2000
- -----------------------------
Kathryn S. Head

/s/ Larry R. Lavoie            Trustee                        April 18, 2000
- -----------------------------
Larry R. Lavoie

             *                 Trustee                        April 18, 2000
- -----------------------------
Herbert Rubinstein

             *                 Trustee                        April 18, 2000
- -----------------------------
Nancy Schaenen

             *                 Trustee                        April 18, 2000
- -----------------------------
James M. Srygley


<PAGE>




             *                 Trustee                        April 18, 2000
- -----------------------------
John T. Sullivan

             *                 Trustee                        April 18, 2000
- -----------------------------
Rex R. Reed

             *                 Trustee                        April 18, 2000
- -----------------------------
Robert F. Wentworth

*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 Trust(1)

23(a)(ii)         Supplemental Declaration of Trust(2)

23(b)             By-laws(1)

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
                  Corporation(1)

23(f)             Bonus or Profit Sharing Contracts--None

23(g)(i)          Custodian   Agreement  between  Registrant  and  Irving  Trust
                  Company(1)

23(g)(ii)         Supplement to Custodian  Agreement between  Registrant and The
                  Bank of New York(1)

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 Agreement(2)

23(h)(iii)        Transfer Agency Agreement(3)

23(i)             Consent of Counsel - filed herewith

23(j)(i)          Consent of independent accountants - filed herewith

23(j)(ii)         Powers of Attorney(1)

23(k)             Omitted Financial Statements -- None

23(l)             Initial Capital Agreements -- None

23(m)(i)          Amended and Restated Class A Distribution Plan(1)

23(m)(ii)         Class B Distribution Plan(1)

23(n)             Financial Data Schedules - filed herewith

23(o)             Rule 18f-3 Plan(1)

23(p)(i)          Code of  Ethics  for  First  Investors  Registered  Investment
                  Companies - filed herewith

23(p)(ii)         Code of Ethics for First Investors - filed herewith

- --------------------
(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)   Incorporated  by  reference  from  Post-Effective   Amendment  No.  29  to
      Registrant's  Registration  Statement (File No. 33-25623) filed on January
      28, 2000.


<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000842939
<NAME>                        FIRST INVESTORS SERIES FUND
<SERIES>
   <NUMBER>                   011
   <NAME>                     INTERMEDIATE TAX EXEMPT FUND, CLASS A
<MULTIPLIER>                                   1000

<S>                             <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                               DEC-31-1999
<PERIOD-START>                                   JAN-1-1999
<PERIOD-END>                                    DEC-31-1999
<INVESTMENTS-AT-COST>                                  9199
<INVESTMENTS-AT-VALUE>                                 9322
<RECEIVABLES>                                           117
<ASSETS-OTHER>                                           32
<OTHER-ITEMS-ASSETS>                                      0
<TOTAL-ASSETS>                                         9471
<PAYABLE-FOR-SECURITIES>                                  0
<SENIOR-LONG-TERM-DEBT>                                   0
<OTHER-ITEMS-LIABILITIES>                                53
<TOTAL-LIABILITIES>                                      53
<SENIOR-EQUITY>                                           0
<PAID-IN-CAPITAL-COMMON>                               8145
<SHARES-COMMON-STOCK>                                  1421
<SHARES-COMMON-PRIOR>                                  1442
<ACCUMULATED-NII-CURRENT>                                 0
<OVERDISTRIBUTION-NII>                                    0
<ACCUMULATED-NET-GAINS>                                   0
<OVERDISTRIBUTION-GAINS>                                (29)
<ACCUM-APPREC-OR-DEPREC>                                147
<NET-ASSETS>                                           8263
<DIVIDEND-INCOME>                                         0
<INTEREST-INCOME>                                       368
<OTHER-INCOME>                                            0
<EXPENSES-NET>                                          (42)
<NET-INVESTMENT-INCOME>                                 326
<REALIZED-GAINS-CURRENT>                                 13
<APPREC-INCREASE-CURRENT>                              (290)
<NET-CHANGE-FROM-OPS>                                    49
<EQUALIZATION>                                           0
<DISTRIBUTIONS-OF-INCOME>                              (327)
<DISTRIBUTIONS-OF-GAINS>                                  0
<DISTRIBUTIONS-OTHER>                                     0
<NUMBER-OF-SHARES-SOLD>                                 306
<NUMBER-OF-SHARES-REDEEMED>                             367
<SHARES-REINVESTED>                                      40
<NET-CHANGE-IN-ASSETS>                                 (411)
<ACCUMULATED-NII-PRIOR>                                   1
<ACCUMULATED-GAINS-PRIOR>                                 0
<OVERDISTRIB-NII-PRIOR>                                   0
<OVERDIST-NET-GAINS-PRIOR>                              (42)
<GROSS-ADVISORY-FEES>                                   (51)
<INTEREST-EXPENSE>                                        0
<GROSS-EXPENSE>                                         (99)
<AVERAGE-NET-ASSETS>                                   8408
<PER-SHARE-NAV-BEGIN>                                  6.01
<PER-SHARE-NII>                                        .231
<PER-SHARE-GAIN-APPREC>                               (.200)
<PER-SHARE-DIVIDEND>                                  (.231)
<PER-SHARE-DISTRIBUTIONS>                                 0
<RETURNS-OF-CAPITAL>                                      0
<PER-SHARE-NAV-END>                                     5.81
<EXPENSE-RATIO>                                          .50



</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000842939
<NAME>                        FIRST INVESTORS SERIES FUND
<SERIES>
   <NUMBER>                   012
   <NAME>                     INTERMEDIATE TAX EXEMPT FUND, CLASS B
<MULTIPLIER>                  1000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                  JAN-1-1999
<PERIOD-END>                                   DEC-31-1999
<INVESTMENTS-AT-COST>                                 9199
<INVESTMENTS-AT-VALUE>                                9322
<RECEIVABLES>                                          117
<ASSETS-OTHER>                                          32
<OTHER-ITEMS-ASSETS>                                     0
<TOTAL-ASSETS>                                        9471
<PAYABLE-FOR-SECURITIES>                                 0
<SENIOR-LONG-TERM-DEBT>                                  0
<OTHER-ITEMS-LIABILITIES>                               53
<TOTAL-LIABILITIES>                                     53
<SENIOR-EQUITY>                                          0
<PAID-IN-CAPITAL-COMMON>                              1156
<SHARES-COMMON-STOCK>                                  198
<SHARES-COMMON-PRIOR>                                  166
<ACCUMULATED-NII-CURRENT>                                0
<OVERDISTRIBUTION-NII>                                   0
<ACCUMULATED-NET-GAINS>                                 22
<OVERDISTRIBUTION-GAINS>                                 0
<ACCUM-APPREC-OR-DEPREC>                               (24)
<NET-ASSETS>                                          1154
<DIVIDEND-INCOME>                                        0
<INTEREST-INCOME>                                       46
<OTHER-INCOME>                                           0
<EXPENSES-NET>                                         (16)
<NET-INVESTMENT-INCOME>                                 30
<REALIZED-GAINS-CURRENT>                                 2
<APPREC-INCREASE-CURRENT>                              (35)
<NET-CHANGE-FROM-OPS>                                   (3)
<EQUALIZATION>                                           0
<DISTRIBUTIONS-OF-INCOME>                              (30)
<DISTRIBUTIONS-OF-GAINS>                                 0
<DISTRIBUTIONS-OTHER>                                    0
<NUMBER-OF-SHARES-SOLD>                                 72
<NUMBER-OF-SHARES-REDEEMED>                             44
<SHARES-REINVESTED>                                      4
<NET-CHANGE-IN-ASSETS>                                 154
<ACCUMULATED-NII-PRIOR>                                  0
<ACCUMULATED-GAINS-PRIOR>                               20
<OVERDISTRIB-NII-PRIOR>                                 (1)
<OVERDIST-NET-GAINS-PRIOR>                               0
<GROSS-ADVISORY-FEES>                                   (6)
<INTEREST-EXPENSE>                                       0
<GROSS-EXPENSE>                                        (19)
<AVERAGE-NET-ASSETS>                                  1037
<PER-SHARE-NAV-BEGIN>                                 6.02
<PER-SHARE-NII>                                       .173
<PER-SHARE-GAIN-APPREC>                              (.202)
<PER-SHARE-DIVIDEND>                                 (.171)
<PER-SHARE-DISTRIBUTIONS>                                0
<RETURNS-OF-CAPITAL>                                     0
<PER-SHARE-NAV-END>                                   5.82
<EXPENSE-RATIO>                                       1.50



</TABLE>




KIRKPATRICK & LOCKHART                             1800 MASSACHUSETTS AVENUE, NW
                                                   SECOND FLOOR
                                                   WASHINGTON, DC 20036-1800
                                                   202.778.9000
                                                   www.kl.com


April 28, 2000                                     Robert J. Zutz
                                                   202.778.9059
                                                   Fax:  202.778.9100
                                                   [email protected]



First Investors Series Fund
95 Wall Street
New York, New York  10005

Ladies and Gentlemen:

         You have requested our opinion,  as counsel to First  Investors  Series
Fund (the "Trust"),  as to certain  matters  regarding the issuance of Shares of
the Trust. As used in this letter, the term "Shares" means the Class A and Class
B shares of beneficial  interest of the Insured  Intermediate Tax Exempt Fund, a
series of the Trust, during the time this Post-Effective Amendment No. 30 to the
Trust's  Registration  Statement on Form N-1A  ("PEA") is effective  and has not
been superseded by another post-effective amendment.

         As such counsel,  we have examined certified or other copies,  believed
by us to be genuine,  of the Trust's  Declaration  of Trust and by-laws and such
resolutions  and minutes of meetings of the Trust's Board of Trustees as we have
deemed relevant to our opinion,  as set forth herein.  Our opinion is limited to
the laws and facts in existence on the date hereof, and it is further limited to
the  laws  (other  than  the  conflict  of law  rules)  in the  Commonwealth  of
Massachusetts that in our experience are normally  applicable to the issuance of
shares by  unincorporated  voluntary  associations  and to the Securities Act of
1933 ("1933  Act"),  the  Investment  Company  Act of 1940 ("1940  Act") and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.

         Based  on  present  laws  and  facts,  we are of the  opinion  that the
issuance of the Shares has been duly authorized by the Trust and that, when sold
in accordance with the terms  contemplated by the PEA,  including receipt by the
Trust of full  payment for the Shares and  compliance  with the 1933 Act and the
1940  Act,   the  Shares  will  have  been  validly   issued,   fully  paid  and
non-assessable.

         We note,  however,  that the Trust is an  entity  of the type  commonly
known as a "Massachusetts business trust." Under Massachusetts law, shareholders
could,  under  certain   circumstances,   be  held  personally  liable  for  the
obligations  of the Trust.  The  Declaration  of Trust  states  that all persons
extending  credit to,  contracting with or having any claim against the Trust or
the Trustees  shall look only to the assets of the Trust for payment  under such
credit,  contract or claim; and neither the  Shareholders nor the Trustees,  nor
any of their agents, whether past, present or future, shall be personally liable
therefor.  It also requires that every note, bond, contract or other undertaking

<PAGE>

First Investors Series Fund
April 28, 2000
Page 2


issued by or on behalf of the Trust or the Trustees  relating to the Trust shall
include a recitation  limiting the obligation  represented  thereby to the Trust
and  its  assets.   The   Declaration  of  Trust  further   provides:   (1)  for
indemnification  from the  assets of the Trust for all loss and  expense  of any
shareholder held personally liable for the obligations of the Trust by virtue of
ownership of shares of the Trust; and (2) for the Trust to assume the defense of
any claim against the shareholder for any act or obligation of the Trust.  Thus,
the risk of a shareholder  incurring  financial  loss on account of  shareholder
liability  is limited  to  circumstances  in which the Trust or series  would be
unable to meet its obligations.

         We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the PEA.

                                     Very truly yours,

                                     KIRKPATRICK & LOCKHART LLP



                                     By /s/ Robert J. Zutz
                                        -----------------------
                                          Robert J. Zutz






               Consent of Independent Certified Public Accountants

First Investors Series Fund
95 Wall Street
New York, New York  10005

         We  consent  to  the  use in  Post-Effective  Amendment  No.  30 to the
Registration  Statement  on Form N-1A (File No.  33-25623)  of our report  dated
January 31, 2000 relating to the December 31, 1999 financial statements of First
Investors  Insured  Intermediate  Tax Exempt Fund,  a series of First  Investors
Series Fund, which are included in said Registration Statement.




                                               /s/ TAIT, WELLER & BAKER
                                               TAIT WELLER & BAKER






Philadelphia, Pennsylvania
April 25, 2000



                 FIRST INVESTORS REGISTERED INVESTMENT COMPANIES
                                 CODE OF ETHICS

I.    INTRODUCTION

      In  accordance  with Section 17(j) of the  Investment  Company Act of 1940
("Act")  and  Rule  17j-1  promulgated  thereunder,  the  registered  investment
companies  advised or underwritten by First Investors (as defined in Article II)
("Funds")  have adopted this Code of Ethics to establish  procedures  reasonably
designed  to prevent  any  access  person (as  defined in Article  II)  ("Access
Person") from engaging in any act,  practice,  or course of business which would
be fraudulent, deceptive or manipulative with respect to the Funds.

      Failure to comply with the provisions of this Code in any material respect
is a serious matter and can result in disciplinary  action,  including  monetary
fines,  disgorgement  of profits,  and suspension or termination of the person's
affiliations  with the  Funds.  This Code  supersedes  any prior  code of ethics
adopted  by the  Funds  pursuant  to  Section  17(j) of the Act and  Rule  17j-1
thereunder.  The policies and  procedures  adopted herein are in addition to any
rules, regulations, laws or restrictions to which any person affiliated with the
Funds may be subject by operation of law or by any other agreement to which such
person may a be party.  Nothing herein modifies or replaces any such other rule,
regulation, law or restriction.

      It should be noted that this Code is  primarily  intended to deal with the
Disinterested  Directors  of the Funds (as  defined in Article  II).  Most other
Access  Persons  who are  subject  to this  Code  are  employees  of  investment
advisers,  subadvisers,  and underwriters of the Funds which must have their own
Codes and their  compliance  with the Codes of their  employers  will  generally
satisfy requirements of this Code.

II.   DEFINITIONS

      Whenever the  following  terms are used in this Code,  they shall have the
meanings set forth below, unless the context requires otherwise or such meanings
would be inconsistent with Rule 17j-1.

      1. "Access Person" means any director, trustee, officer (or person holding
      a similar position in a non-corporate entity) or Advisory Person of any of
      the Funds.

      2. "Advisory Person" means:

            a. any  employee  of the Funds who,  in  connection  with his or her
regular  functions or duties,  makes,  participates in, or obtains  information,
regarding  the Purchase or Sale of a Security by the Funds,  or whose  functions
relate to the making of any  recommendations  with  respect to such  Purchase or
Sale; and


<PAGE>

            b. any  natural  person in a control  relationship  (with  "control"
being  defined  by  Section  2(a)(9)  of the Act)  with the  Funds  who  obtains
information  concerning  recommendations  made to the Funds  with  regard to the
Purchase or Sale of a Security.

                  The  Investment  Compliance  Manager  will  from  time to time
create a list setting forth those persons considered to be Advisory Persons.

      3.  "Beneficial  Ownership" has the meaning set forth in Section 16 of the
      Securities Exchange Act of 1934 and the rules and regulations  thereunder.
      An Access Person shall be deemed to have a "Beneficial Ownership" interest
      in the  accounts  of a spouse,  minor child and  relative  residing in the
      Access Person's home, as well as accounts of any other person if by reason
      of  any  contract,   understanding,   relationship,   agreement  or  other
      arrangement,  the Access Person obtains therefrom  benefits  substantially
      equivalent to those of ownership.

      4. "Code" means this Code of Ethics.

      5. "Disinterested Director" means a director or trustee, as applicable, of
      any of the  Funds  and  any  person  holding  a  similar  position  with a
      non-corporate  Fund,  who is not an interested  person of the Funds within
      the meaning of Section 2(a)(19) of the Act.

      6. "First  Investors" means First Investors  Corporation,  First Investors
      Management Company,  Inc., First Investors Asset Management Company, Inc.,
      Executive  Investors   Management  Company,   Inc.,   Executive  Investors
      Corporation.

      7. "Funds"  means all  registered  investment  companies  which have First
      Investors Management Company, Inc., or any affiliate,  as their investment
      adviser  or  principal  underwriter  unless  such  Funds are  specifically
      excluded from this Code pursuant to an addendum hereto.

      8. For  purposes  of this  Code,  the  "Investment  Committee"  means  the
      Investment  Compliance Manager and Portfolio Managers of the Funds or such
      other  group of persons  may be as  designated  from time to time by First
      Investors.

      9. "Investment  Compliance  Manager" means the person designated from time
      to time as being  responsible  for  receiving  reports  or  other  notices
      pursuant to this Code and performing  such other duties as are required by
      this Code.

      10.  "Purchase  or Sale" of a security  means every  contract  for sale or
      disposition  of a security  or  interest  in a  security,  for value,  and
      includes the writing of an option to Purchase or Sell a security.

      11. "Rule 17j-1" means Rule 17j-1 promulgated under the Act.



                                       2
<PAGE>


      12.  "Security" has the meaning set forth in Section  2(a)(36) of the Act,
      except that it shall not include  securities  issued by the  Government of
      the United States,  bankers'  acceptances,  bank  certificates of deposit,
      commercial paper and shares of registered open-end investment companies.

III.  PROHIBITED ACTIVITIES

A.    ANTI-FRAUD  PROHIBITIONS.  Access Persons, in connection with the Purchase
      or Sale by them of a Security  held or to be acquired by any of the Funds,
      are prohibited from:

      1.    employing a device, scheme or artifice to defraud any of the Funds;

      2.    making any untrue  statement of a material  fact to any of the Funds
            or omitting to state to any of the Funds a material  fact  necessary
            in order to make the statements made, in light of the  circumstances
            under which they are made, not misleading;

      3.    engaging in any act,  practice or course of business  which operates
            or would operate as a fraud or deceit upon any of the Funds; or

      4.    engaging in any  manipulative  practice  with  respect to any of the
            Funds.

B.  CORPORATE  OPPORTUNITIES.  All Access  Persons  are  prohibited  from taking
personal advantage of any opportunity properly belonging to any of the Funds.

C. CONFIDENTIALITY.  Except as required in the normal course of carrying out the
Funds' business  responsibilities,  Access Persons are prohibited from revealing
to persons  outside of First  Investors  information  relating to the Securities
that are being  considered  for  Purchase  or Sale by any of the  Funds.  Access
Persons are  prohibited  from  revealing  such  information to any Person inside
First  Investors  whose  responsibilities  do  not  require  knowledge  of  such
information.

D. UNDUE INFLUENCE.  No Access Person shall cause or attempt to cause any of the
Funds to Purchase,  Sell or hold any Security in a manner  calculated  to create
any personal benefit to the Access Person.  An Access Person who participates in
any research or in an investment  decision concerning a particular Security must
disclose  to the  Investment  Compliance  Manager  any  personal  or  beneficial
interest that the Access Person has in that Security,  or in the issuer thereof,
where such decision could create a material  benefit to the Access  Person.  The
Investment  Compliance  Manager shall determine whether or not the Access Person
will be restricted in pursuing the research or recommendation.





                                       3
<PAGE>
IV.   EFFECTING TRANSACTIONS

A. LIMITATIONS ON CERTAIN PURCHASES OR SALES OF SECURITIES. Unless a transaction
is exempt under  Subsection C below, no Access Person shall Purchase or Sell any
Security in which he or she has (or by reason of such transaction  acquires) any
direct or indirect Beneficial  Ownership interest if that Access Person knew or,
in the ordinary  course of fulfilling his or her official  duties for any of the
Funds,  should  have known at the time of such  purchase  or sale (or within the
15-day period preceding or after the date of the transaction) that the Security:

      1.    is being considered for Purchase or Sale by any of the Funds; or

      2.    is  then  being  Purchased  or  Sold by any of the  Funds  or  their
            investment adviser.

B. CLEARANCE OF  TRANSACTIONS.  Every Access Person,  other than a Disinterested
Director, is required to preclear every transaction in a Security in which he or
she has  Beneficial  Ownership  interest  as  defined  in this Code  unless  the
transaction is exempt under Subsection C below.  Preclearance may be obtained by
submitting to the Investment  Compliance  Manager a fully executed  Preclearance
Form in the form attached hereto as Exhibit B. The Investment Compliance Manager
shall provide the clearance by returning a signed copy of the Preclearance  Form
to  the  Person  requesting  clearance  only  if,  upon  consultation  with  the
Investment  Committee or such other persons as may be necessary,  the Investment
Compliance  Manager  determines that none of the Funds is currently  considering
the Purchase or Sale of the Security that is subject to the  preclearance,  that
none of the Funds has Purchased,  Sold, or considered Purchasing or Selling such
Security  during the prior 15-day period,  and that the transaction is otherwise
consistent  with  Rule  17j-1.  No  member  of  the  Investment   Committee  may
participate in such  consultation  with the Investment  Compliance  Manager with
respect  to any  transaction  in which such  member  has any direct or  indirect
personal economic interest.

      Although a Disinterested  Director is not required to preclear  Securities
transactions,  he or she may voluntarily preclear transactions.  The fact that a
Disinterested Director or any other Access Person of the Funds files a voluntary
request to  preclear  a  Securities  transaction  shall not be  construed  as an
admission or any  indication  that he or she knows or should know that the Funds
have  considered or are  considering  Purchasing or Selling the Security or that
the  Access  Person  has,  or by  reason  of the  transaction  will  acquire,  a
Beneficial Ownership interest in the Security.

C. EXEMPTED TRANSACTIONS. The prohibitions of Section A of this Article IV shall
not apply to the following transactions:

      1. Purchases or Sales effected in any account over which the Access Person
      has no direct or  indirect  influence  or control  (for this  purpose,  an
      Access  Person is deemed to have direct or indirect  influence  or control



                                       4
<PAGE>

      over the accounts of a spouse,  minor  children and relatives  residing in
      the Access Person's home);

      2. Purchases or Sales which are  non-volitional  on the part of the Access
      Person;

      3. Purchases which are part of an automatic dividend reinvestment plan;

      4. Purchases  effected  upon the  exercise  of rights  issued by an issuer
      pro-rata  to all  holders of a class of  Securities,  to the  extent  such
      rights were acquired from the issuer, and Sales of rights so acquired;

      5. Purchases  or  Sales which are  effected by or on behalf of any Fund or
      any private account managed by First Investors;

      6. Purchases or Sales involving options on broad based indices; and,

      7. Stop,  limit or stop limit orders at a level 20% BELOW the market price
      of a Security  held in a  personal  investment  account,  or 20% ABOVE the
      market price to cover a short position at the time the orders are placed.

      It should be noted that  preclearance  is not  necessary  for Purchases or
      Sales of shares of registered  open-end  investment  companies  (including
      such  shares of the Funds),  Securities  issued by the  Government  of the
      United States,  bankers'  acceptances,  bank certificates of deposit,  and
      commercial  paper,  since  they  are  excluded  from the  definition  of a
      Security in this Code.

V.    REPORTING

A. REPORTS BY DISINTERESTED  DIRECTORS. A Disinterested Director shall report to
the Investment  Compliance  Manager those  Securities  transactions in which the
Disinterested  Director  has,  or by reason of the  transactions  acquires,  any
direct or indirect  Beneficial  Ownership  interest in the  Security,  if such a
Director  at the time of the  transaction,  knew or, in the  ordinary  course of
fulfilling his or her official duties as a Director of any of the Funds,  should
have known that,  during the 15-day  period  immediately  preceding or after the
date of the transaction,  such Security was or was going to be Purchased or Sold
by any of the Funds or such Purchase or Sale was or was being  considered by any
of the  Funds or their  investment  advisers  (including,  but not  limited  to,
transactions   regarding   which  prior   clearance  has  been   obtained).   No
Disinterested  Director shall be required to report Purchases and Sales effected
in any account over which the  Disinterested  Director has no direct or indirect
influence or control. The fact that a Disinterested Director voluntarily chooses
to  report  transactions  to the  Investment  Compliance  Manager  shall  not be
construed as an admission or any indication  that he or she knows or should know
that the Funds have  considered  or are  considering  Purchasing or Selling such





                                       5
<PAGE>

Security or that the Access  Person has,  or by reason of the  transaction  will
acquire, a Beneficial Ownership interest in the Security.

B. REPORTS BY ALL OTHER ACCESS PERSONS. Every Access Person other than those who
are reporting  pursuant to Section A, above, must report all transactions in any
security  in which such  Access  Person  has,  or by reason of such  transaction
acquires,   any  direct  or  indirect  Beneficial   Ownership  in  the  Security
(including, but not limited to, transactions regarding which prior clearance has
been obtained). No Access Person shall be required to report Purchases and Sales
effected in any account  over which the Access  Person has no direct or indirect
influence or control.

C. PROCEDURES FOR FILING INFORMATION.  Information required to be reported under
Section A or  Section B of this  Article  must be  submitted  to the  Investment
Compliance Manager at 95 Wall Street,  Suite 2300, New York, New York 10005, (1)
by requiring that the  broker-dealer  provide a duplicate  confirmation  of each
transaction,  and (2) by  filing a report  within  10 days  after the end of the
calendar  quarter  in which the  transaction  to which the  report  related  was
effected.  The  report  may be  submitted  by filling  out  completely  the Form
attached as Exhibit C to this Code,  or may be  submitted by attaching a copy of
the account  statements  reflecting the  transaction  to the Form,  provided the
following information is included on such statement:

      1.    The date of the  transaction,  the title and the number of shares or
            bonds;

      2.    The nature of the  transaction  (i.e.,  Purchase,  Sale or any other
            type of acquisition or disposition);

      3.    The price at which the  transaction  was effected and the  principal
            amount involved; and

      4.    The name of the  broker,  dealer,  or bank with or through  whom the
            transaction was effected.

      Any such  report may  contain a  statement  that the  report  shall not be
      construed as an admission by the Person  making such report that he or she
      has any direct or indirect  Beneficial  Ownership in the Security to which
      the report relates.

VI.   OBLIGATIONS OF INVESTMENT COMPLIANCE MANAGER

      The Investment Compliance Manager shall:

      1.    Furnish a copy of this Code to each Access Person;

      2. Annually obtain written  confirmation on the Form attached hereto as an
      Exhibit from each Access Person that he or she has received,  has read and
      understood this Code;


                                       6
<PAGE>


      3. Notify each Access  Person of his or her  obligation to comply with the
      provisions of and to file reports as required by this Code;

      4. Report to the Board of Directors of the Funds the information contained
      in any reports filed with the Investment  Compliance  Manager or any other
      Person pursuant to this Code when any such report indicates that an Access
      Person engaged in a transaction in material violation of this Code;

      5. Provide the Board of Directors with a summary of all violations of this
      Code on at least an annual basis;

      6. Maintain the records required by Rule 17j-1(d) of the Act; and

      7. Maintain any records furnished pursuant to this Code.

VII.  VIOLATIONS

      Upon being apprised of facts which  indicate that a material  violation of
this Code may have  occurred,  the  Investment  Compliance  Manager  and General
Counsel shall conduct an  investigation,  make preliminary  findings  concerning
whether a violation of the Funds' Code has  occurred,  and, if they  determine a
violation has occurred,  make a recommendation with respect to sanctions for the
violation.  The Disinterested  Directors (who are not involved in the violation)
can then make final determinations and decisions regarding sanctions.

      If the Board  determines  that a violation of this Code has occurred,  the
Board may impose such sanctions as it deems  appropriate under the circumstances
which may,  among other  actions,  include  fines,  disgorgement,  suspension or
termination  of employment.  If the Person whose conduct is being  considered by
the Board is a Director of any of the Funds,  he or she shall not be eligible to
participate  in the decision of the Board as to whether a violation has occurred
or to what extent sanctions should be imposed.

VIII. ADDITIONAL INFORMATION

      Access Persons who have questions about any of the provisions of this Code
should contact the Investment  Compliance  Manager or the First  Investors Legal
Department.










                                       7
<PAGE>



                                PRECLEARANCE FORM
                                -----------------

I,  _________________________________  , request  preclearance  for the security
transaction or transactions  set forth below.  To my knowledge,  the security or
securities  listed below have not been purchased or sold by any First  Investors
Fund or Private Account within the prior fifteen (15) days and are not currently
being  considered for purchase or sale by any Fund or Private Account during the
next  15  days.   Furthermore,   the   transaction  and  or  transactions  I  am
contemplating do not involve a Purchase and Sale, or a Sale and Purchase, of the
same  Security  or a Related  Security  within  any  sixty  (60) day  period.  I
recognize  that I have  five  (5) days in which to  effect  the  transaction  or
transactions  contemplated,  measured  from  the  time a  transaction  has  been
approved.

Proposed          Buy, Sell         Quantity
Trade             or Exchange,       and/or
Date(s)           et al.             Amount        Security Type     Issuer Name


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

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

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


- ----------------------                    ---------------------
Signature of Requester                    Date

Requester  Comments  (Include  Disclosure of any Potential  Conflict of Interest
Here):

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

PORTFOLIO MANAGER (OR HIS OR HER DESIGNEE) AUTHORIZATION:*

EQUITIES                                              FIXED INCOME
- --------                                              ------------

- ---------------------------------               --------------------------------
D. Fitzpatrick                                             G. Ganter

- ---------------------------------               --------------------------------
P. Poitra                                                  N. Jones

- ---------------------------------               --------------------------------
D. Hanover                                                 C. Wagner

- ---------------------------------
M. Wright

PORTFOLIO MANAGER COMMENTS:  ____________________________________________



                                       8


<PAGE>

* Authorization is not required by all Portfolio Managers.  Only those Portfolio
Managers  consulted  by the  Investment  Compliance  Manager  need to sign  this
Preclearance  Form.  A Portfolio  Manager may  designate an analyst to sign this
Preclearance Form in his or her absence.

APPROVED BY INVESTMENT COMPLIANCE MANAGER     ________________________________
                                              Signature                Date
SEND TO: INVESTMENT COMPLIANCE MANAGER
         FIMCO  95 WALL STREET - 23RD FLOOR
         NEW YORK, NY  10005




                                      9
<PAGE>


                 FIRST INVESTORS REGISTERED INVESTMENT COMPANIES
                                 CODE OF ETHICS
                              ACKNOWLEDGEMENT FORM


I hereby  (re)  acknowledge  receipt  of a copy of the First  Investors  Code of
Ethics and agree  that as an  "Access  Person" I am subject to and will abide by
its provisions and all amendments  thereto.  I also (re) acknowledge that I have
been informed of and will comply with the reporting  provisions contained in the
Code and all amendments thereto.
DATED: __________ , 19__
                                    Signature:_______________________________

                                    Name:____________________________________
                                                       Please Print

                                    Department:______________________________



Please send to:    Investment Compliance Manager
             FIMCO
             95 Wall Street - 23rd Floor
             New York, NY  10005

Rev. 5/8/97










                                       10


                                 FIRST INVESTORS
                                 CODE OF ETHICS

I.    INTRODUCTION AND STATEMENT OF PRINCIPLES
      ----------------------------------------

      First  Investors  has  adopted  this code of ethics  ("Code of  Ethics" or
"Code") in accordance  with the  requirements of Section 17(j) of the Investment
Company Act of 1940 ("Investment Company Act") and Rule 17j-1 and Section 206 of
the Investment  Advisers Act of 1940 ("Investment  Advisers Act") to protect the
First Investors family of mutual funds (Funds") and private  accounts  ("Private
Accounts")  from  fraudulent  or unethical  conduct by access  persons  ("Access
Persons").  This Code does not apply to the disinterested directors of the Funds
or  employees  of  unaffiliated  subadvisers  of the  Funds.  The  disinterested
directors  of the Funds are  subject to a separate  code of ethics  (the  "First
Investors  Registered  Investment  Companies  Code of Ethics") which takes their
unique status into account.  Employees of non-affiliated subadvisers are subject
to the codes of ethics of their own  employers.  The policies and procedures set
forth herein are in addition to any policies and  procedures  which may apply to
any Access  Person of First  Investors by operation of law or contract,  such as
the First Investors Insider Trading Policies and Procedures.

      As reflected by this Code of Ethics,  First  Investors  expects all Access
Persons of First  Investors not only to comply with this Code but also to follow
the highest ethical  standards in all business and personal dealings which could
in any way affect the Funds or any  Private  Accounts  that are managed by First
Investors.  The  guiding  principles  for  all  Access  Persons,  including  the
portfolio  managers  of the Funds or Private  Accounts  ("Portfolio  Managers"),
traders   ("Traders"),   analysts   ("Analysts"),   and  portfolio   accountants
("Portfolio  Accounts"),  should  be to place  the  interests  of the  Funds and
Private Accounts first at all times, to avoid placing themselves in any position
in which there is any actual or apparent conflict of interest with the interests
of the Funds or Private  Accounts,  and to refrain from taking any inappropriate
advantage of their positions of trust and responsibility.

II.   DEFINITIONS
      -----------

      Unless the  Investment  Company Act, the  Investment  Advisers Act, or the
rules  thereunder  otherwise  require,  whenever the following terms are used in
this Code, they shall have the meanings set forth below.

A.    ACCESS PERSON
      -------------

      1. With respect to any First Investors company which acts as an investment
      adviser to any Fund or Private Account,  Access Person means any director,
      officer,  general partner,  or advisory person of such investment adviser;
      and,

2.    With respect to any First  Investors  company  which acts as a principal
      underwriter of a Fund, "Access Person" means any director,  officer,  or

<PAGE>

      general  partner  of  such  principal  underwriter  who in the  ordinary
      course  of  his  or  her  business  makes,  participates  in or  obtains
      information  regarding the Purchase or Sale of Securities by the Fund or
      whose  functions or duties as part of the ordinary  course of his or her
      business  relate  to the  making  of  any  recommendation  to  the  Fund
      regarding the Purchase or Sale of Securities.

B.    ADVISORY PERSON
      ---------------

      "Advisory Person" means:

      1. any employee of First  Investors or of any company which  controls,  is
      controlled  by, or under common  control  with,  First  Investors  who, in
      connection   with  his  or  her  regular   functions  or  duties,   makes,
      participates in, or obtains information  regarding the Purchase or Sale of
      a Security by the Funds or Private Accounts,  or whose functions relate to
      the making of any recommendations  with respect to the Purchase or Sale of
      a Security by the Funds or Private Accounts; and

       2. any natural person in a control  relationship (with the term "control"
       being  defined by Section  2(a)(9) of the  Investment  Company  Act) with
       First Investors who obtains information  concerning Purchases,  Sales, or
       recommendations of Securities to the Funds or Private Accounts.

C.    BENEFICIAL OWNERSHIP
      --------------------

      "Beneficial Ownership" means beneficial ownership as defined in Section 16
of the Securities Exchange Act of 1934 and the rules and regulations thereunder,
provided that an Access Person shall be deemed to have "Beneficial Ownership" of
Securities (1) owned by his or her spouse, minor children and relatives residing
in the Access  Person's home, (2) Securities over which the Access Person has or
shares  investment  discretion  or control  and (3) any other  Securities  if by
reason  of  any  contract,  understanding,   relationship,  agreement  or  other
arrangement  the Access Person  obtains  therefrom  economic  benefits which are
substantially equivalent to those of ownership.

D.    DISINTERESTED DIRECTOR
      ----------------------

      "Disinterested  director"  means a  director  of any of the  Funds and any
person  holding  a  similar  position  with a  noncorporate  Fund  who is not an
interested  person of the Funds  within the  meaning of Section  2(a)(19) of the
Investment Company Act.

E.    FIRST INVESTORS
      ---------------

      "First  Investors"  means First Investors  Corporation,  First Investors
Management  Company,  Inc.,  First Investors Asset Management  Company,  Inc.,


                                       2
<PAGE>


Executive   Investors   Management   Company,    Inc.,   Executive   Investors
Corporation, and Administrative Data Management Corp.


F.    FUNDS
      -----

      "Funds"  means  all  registered  investment  companies  which  have  First
Investors  as their  investment  adviser  or  principal  underwriter  (including
Executive  Investors  Trust),  unless such Funds are specifically  excluded from
this Code pursuant to an addendum hereto.

G.    INVESTMENT COMPLIANCE MANAGER
      -----------------------------

      "Investment  Compliance  Manager" means the person designated from time to
time as being  responsible  for receiving  reports or other notices  pursuant to
this Code, and performing such other duties as are required by this Code.

H.    INVESTMENT COMMITTEE
      --------------------

      For purposes of this Code, the "Investment Committee" means the Investment
Compliance  Manager and the Portfolio  Managers of the Funds or such other group
of persons as may be designated from time to time by First Investors.

I.    PURCHASE OR SALE
      ----------------

      "Purchase  or  Sale"  means  every   contract  for  Purchase  or  Sale  or
disposition of a Security or interest in a Security, for value, as well as every
option to Purchase or Sell a Security,  whether the option permits the holder to
Purchase or Sell the Security or it must be settled in cash.

J.    RELATED SECURITY
      ----------------

      A  "Related  Security"  means a  Security  which (i) is issued by the same
issuer as another Security or by an issuer that is controlled by, controls or is
under common  control with such issuer or (ii) gives the holder any  contractual
right with respect to another  Security (e.g.,  options and warrants,  rights or
other convertible Securities).


K.    SECURITY
      --------

      "Security"  means  a  Security  as  defined  in  Section  2(a)(36)  of the
Investment Company Act, except that it does not include Securities issued by the
Government of the United States,  bankers'  acceptances,  bank  certificates  of
deposit,   commercial  paper,  and  shares  of  registered  open-end  investment
companies, including the shares of the First Investors Funds.


                                       3
<PAGE>


III.  GENERAL PROHIBITIONS
      --------------------

A.    FRAUDULENT  AND MANIPULATIVE CONDUCT
      ------------------------------------

      No Access Person, shall, in connection with the Purchase or Sale, directly
or  indirectly,  of a  Security  held or to be  acquired  by any of the Funds or
Private Accounts managed by First Investors:

      1.    Employ any device,  scheme or artifice to defraud any such Fund or
      Private Account;

      2. Make to any Fund or Private Account any untrue  statement of a material
      fact or omit to  state a  material  fact  necessary  in  order to make the
      statements made, in light of the circumstances  under which they are made,
      not misleading;

      3.    Engage in any act,  practice or course of business  which operates
      or would  operate as fraud or deceit  upon any Fund or Private  Account;
      or,

      4.    Engage in any  manipulative  practice  with respect to any Fund or
      Private Account.

B.    CORPORATE OPPORTUNITIES
      -----------------------

      No Access Person shall take  personal  advantage of any  opportunity  that
properly  belongs  to any of the Funds or  Private  Accounts,  provided  that an
Access  Person  shall not be  prevented  from  purchasing  a Security or Related
Security  which is an  eligible  investment  for any of the Funds if the  Access
Person obtains  preclearance  for the purchase in accordance with the provisions
of this Code after  disclosing  any actual or potential  conflict of interest on
the Preclearance Form used to obtain preclearance.

C.    CONFIDENTIALITY
      ---------------

      Except as required in the normal  course of carrying out First  Investors'
business   responsibilities,   no  Access   Person  shall  reveal   confidential
information relating to the investment  intentions or activities of the Funds or
Private  Accounts to any person outside of First  Investors or any person inside
First  Investors  whose  responsibilities  do  not  require  knowledge  of  such
information.

D.    UNDUE INFLUENCE AND THE APPEARANCE THEREOF
      ------------------------------------------

      No Access Person shall:

      1.    Cause or attempt to cause any of the Funds or Private  Accounts to
      Purchase,  Sell or hold any  Security in a manner  calculated  to create
      any personal benefit to the Access Person;


                                       4
<PAGE>


      2. Accept any option,  warrant,  right, or other Security from any issuer,
      person affiliated or associated with any issuer,  underwriter,  broker, or
      dealer which has offered or sold any  Security or Related  Security to any
      of the Funds or Private  Accounts,  unless the Access  Person has obtained
      preclearance from the Investment  Compliance Manager after full disclosure
      on the  Preclearance  Form of all material facts,  including the nature of
      the Security,  the  relationship of the party granting the Security to the
      Funds or Private Accounts, and any other potential conflict of interest;

      3. Accept any gift other than a nominal  gift (which is defined  herein as
      having a value  less  than  $100)  from any  person  or  entity  that does
      business with any Fund or Private Account; or

      4. Use his or her  knowledge  of or ability to  influence  or control  the
      portfolio  transactions  of a  Fund  or  Private  Account  for  his or her
      personal  benefit  or the  personal  benefit  of his  or  her  friends  or
      relatives.

E.    DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST
      ---------------------------------------------

      No Access  Person  shall fail to  disclose  to the  Investment  Compliance
Manager any personal or  beneficial  interest  which he or she has in a Security
when  the  Access  Person  plays  any part or role in any  consideration  of any
investment in the Security or any Related Security by a Fund or Private Account.
Thus, for example,  an Access Person who has acquired warrants from an issuer in
a private placement would be required to disclose the warrants to the Investment
Compliance  Manager  before  he or she  plays  any role in a  Fund's  subsequent
consideration  of an investment in any  Securities  issued by the same issuer of
the warrants or any Related  Securities.  The Investment  Compliance Manager, in
consultation  with  members of the  Investment  Committee  who have no  personal
interest in the  transaction,  shall  determine  whether or not the  personal or
beneficial   interest   prevents  the  Access  Person  from  being  involved  in
consideration of the Security.

F.    SERVICE AS A DIRECTOR OF A PUBLIC COMPANY
      -----------------------------------------

      No Access  Person  shall serve on the board of  directors  of any publicly
traded company, absent prior authorization of the Investment Compliance Manager,
based upon a  determination  that the board service would be consistent with the
interests  of the Funds and  Private  Accounts.  In the rare case in which board
service is authorized,  any Access Person serving as a director must be isolated
from those making  investment  decisions  regarding the issuer through  "Chinese
Wall" or other procedures.

IV.   PERSONAL SECURITIES TRANSACTIONS
      --------------------------------

A.    RESTRICTIONS ON SECURITIES TRANSACTIONS
      ---------------------------------------


                                       5
<PAGE>


      1.  TRANSACTIONS DURING BLACK-OUT PERIODS. Unless a transaction is exempt
      under the terms of this Code,  no Access  Person  shall  purchase or sell,
      directly or indirectly,  any Security if that Access Person knew or should
      have known at the time of such purchase or sale,  that within fifteen (15)
      days of his or her transaction, the Security:

            (i)   Is  being  considered  for  purchase  or sale by any Fund or
            Private Account; or

            (ii)  Is then  being  purchased  or sold  by any  Fund or  Private
            Account.

      2.  PURCHASES  DURING  INITIAL  PUBLIC  OFFERINGS.  In the  absence  of an
      exemption  under this Code, no Access  Person shall  purchase any Security
      which  is  being  offered  as  part  of  an  initial  public  offering  of
      Securities.  This  prohibition  does not apply to the  exercise  of rights
      issued pro rata to all  shareholders,  policy  holders or depositors of an
      issuer.  For example,  it does not apply to Securities  offered by savings
      and  loan  institutions  or  insurance  companies  to  policy  holders  or
      depositors in connection with conversions from mutual to stock form.

      3.  PRIVATE PLACEMENTS. In the absence of an exemption under this Code or
      preclearance by the Investment  Compliance Manager, no Access Person shall
      acquire any Security in a private  placement.  In  determining  whether to
      grant  preclearance,  the  Investment  Compliance  Manager shall take into
      account, among other factors, whether the investment opportunity should be
      reserved  for  any of the  Funds  or  Private  Accounts  and  whether  the
      opportunity  is being offered to the Access Person by virtue of his or her
      position with First Investors.

      4.  PURCHASES OF  SECURITIES  ISSUED BY  BROKER-DEALERS.  No Access Person
      shall purchase Securities issued by any broker-dealer or parent company of
      a  broker-dealer  (unless the parent  derives 15% or less of its  revenues
      from all broker-dealer  subsidiaries).  This prohibition does not apply to
      purchases of Securities issued by First Investors Consolidated Corporation
      and its affiliates in connection with employee stock purchase or incentive
      plans, compensation arrangements, or otherwise.

      5.  SHORT-TERM TRADING. Unless the transactions at issue are exempt under
      the  terms of this  Code,  no Access  Person  shall  engage in  short-term
      trading in Securities.  For purposes of this Code, "short-term" trading is
      defined  as the  Purchase  and  Sale of the  same  Security  or a  Related
      Security within sixty (60) days. The most recent transaction in a Security
      will determine a new holding period.  The Purchase or Sale of an option on
      a Security  shall be  considered a Purchase or Sale of not only the option
      but also the  underlying  Security.  For  example,  the purchase of a call
      option on a Security shall be considered a purchase not only of the option
      but also the underlying Security.

      The prohibition on short-term  trading shall not prohibit an Access Person


                                       6
<PAGE>


from  placing a stop,  limit or stop limit order at a level 20% BELOW the market
price of a Security  within sixty (60) days of the date he or she  purchases the
Security,  provided that the stop, limit, or stop limit sell order is precleared
or exempt from preclearance. It should be noted that any subsequent modification
of a stop,  limit  or stop  limit  order  is a new  trade  for  purposes  of the
short-term trading restriction and preclearance requirements.

B.    PRECLEARANCE OF SECURITIES TRANSACTIONS
      ---------------------------------------

      Every Access Person is required to obtain preclearance from the Investment
Compliance Manager prior to engaging in any transaction in any Security in which
he or she has,  or by reason of the  transaction  will  acquire,  any  direct or
indirect Beneficial  Ownership interest,  unless such transaction is exempt from
preclearance under this Code. It should be emphasized that, unless a transaction
is exempt  from  preclearance  under this  Code,  it must be  precleared  by the
Investment  Compliance Manager even if no Fund or Private Account would normally
purchase the Security at issue.  For purposes of the  preclearance  requirement,
any amendment of an order to Purchase or Sell any Security (e.g.,  any change of
price,  time, or amount) is considered a new order.  Furthermore,  any change of
the terms of a stop,  limit or stop limit order is considered a new  transaction
which must be precleared.

      Preclearance  may be obtained from the  Investment  Compliance  Manager by
completing the  Preclearance  Form which is attached hereto and submitting it to
the Investment  Compliance  Manager.  The Preclearance  Form requires the Access
Person to  certify  that,  among  other  things,  to his or her  knowledge,  the
Securities listed on the Preclearance Form have not been purchased by any of the
Funds or Private  Accounts  within the prior fifteen (15) days and have not been
and will not be  considered  for Purchase or Sale by any of the Funds during the
prior fifteen (15) days and the following  fifteen (15) days.  The  Preclearance
Form also has a comment  section  which should be used to disclose any potential
conflicts of interest.

      The  Investment  Compliance  Manager shall consult with the members of the
Investment  Committee,  or their  designees  to  determine  whether the proposed
transaction  by the Access Person would  conflict with the interests of any Fund
or Private Account. The Investment  Compliance Manager need not consult with all
members  of  the  Investment   Committee  before  approving  or  disapproving  a
transaction.  No member of the  Investment  Committee  may  participate  in such
consultation  with  the  Investment  Compliance  Manager  with  respect  to  any
transaction  in which such member has any direct or indirect  personal  economic
interest.  No order shall be placed by the Access  Person  until the  Investment
Compliance  Manager (or the General Counsel in his or her absence) signifies his
or her approval by signing the Preclearance Form.

      Personal securities transactions by the Investment Compliance Manager must
be approved by the General Counsel or, in his or her absence,  Fund Counsel. The
same Preclearance Form and procedures should be used.


                                       7
<PAGE>


C.    EXEMPT TRANSACTIONS
      -------------------

      The  following  personal  Securities  transactions  are  exempt  from  the
preclearance  and other  restrictions on personal  securities  transactions  set
forth above:

            (a) Purchases or Sales of  Securities  for any account over which an
Access Person has no direct or indirect  influence or control (for this purpose,
an Access Person is deemed to have direct or indirect  influence or control over
the  accounts of a spouse,  a minor child or an adult  relative  residing in the
Access Person's home);

            (b) Purchases or Sales of Securities which are non-volitional on the
part of the Access Person  (Purchases and Sales of Securities in a discretionary
trading account owned by an Access Person are deemed to be  non-volitional  only
if the person  having  discretion  is a  non-Access  Person and the owner of the
account is not  consulted at all prior to the execution of  transactions  by the
person having discretion);

            (c)   Purchases  of  Securities  which  are  part of an  automatic
dividend reinvestment plan;


                                       8
<PAGE>


            (d)  Purchases of  Securities  effected  upon the exercise of rights
issued by an issuer  pro-rata  to all holders of a class of  Securities,  to the
extent such rights were acquired from the issuer,  and subsequent  sales of such
rights or the Securities acquired thereunder;

            (e)   Purchases or Sales of options on broad-based indices;

            (f)   Purchases  and  Sales of  shares  of stock  issued  by First
Investors Consolidated Corporation and its affiliates; and,

            (g)   Purchases and Sales by any Fund or Private Account.

      It should be noted that  preclearance  is not  necessary  for Purchases or
Sales of shares of registered  open-end  investment  companies  (including  such
shares of the Funds),  securities issued by the Government of the United States,
bankers' acceptances,  bank certificates of deposit, and commercial paper, since
they are excluded from the definition of a Security in this Code.

D.    QUARTERLY REPORTS OF SECURITIES TRANSACTIONS
      --------------------------------------------

      On a quarterly basis,  every Access Person of First Investors shall submit
a report,  in the form attached  hereto,  to the Investment  Compliance  Manager
disclosing  all  transactions  in any  Securities  in which he or she has or, by
reason of the transaction,  acquires a direct or indirect  Beneficial  Ownership
interest. The report must be completed and returned to the Investment Compliance
Manager  within ten (10) days of the end of each  calendar  quarter  ("Quarterly
Report").

      With respect to each  transaction  reported,  the  Quarterly  Report shall
include the following trade information:

                  (i)   the date of the  transaction,  the title and number of
                  shares or bonds;

                  (ii)  the nature of the transaction  (i.e.,  Purchase,  Sale
                  or any other type of acquisition or disposition);

                  (iii) the price at which the  transaction  was  effected and
                  the principal amount involved; and

                  (iv) the name of the broker-dealer,  bank or other entity with
                  or through whom the transaction was effected.

      Notwithstanding  the  foregoing,  the  Quarterly  Report need not disclose
information about Securities  transactions  which have already been disclosed on
duplicate  confirmation  and  account  statements  provided  to  the  Investment


                                       9
<PAGE>


Compliance  Manager as long as the Access Person verifies on this report that he
or she has arranged to have duplicate  confirmation and account  statements sent
to the Investment Compliance Manager for all accounts in which the Access Person
has a direct or indirect Beneficial  Ownership interest,  he or she incorporates
by  reference  in the  Quarterly  Report  the  information  contained  in  those
statements,  and such  person  verifies  that he or she has not  engaged  in any
Securities  transactions  which are not set forth in the  statements.  Moreover,
Quarterly  Reports  need not  disclose  information  regarding  transactions  or
holdings of the Funds, since mutual fund shares are excluded from the definition
of a  Security  under  this Code and,  in any  event,  First  Investors  already
maintains information concerning such transactions and holdings.

      No Access  Person shall be required to report  transactions  in Securities
which have been  effected for any account over which such Access Person does not
have any direct or indirect influence or control.  Furthermore, an Access Person
may disclaim having a Beneficial Ownership interest in a Security disclosed in a
Quarterly  Report by including  in the report a statement  that the report shall
not be  construed  as an  admission  that he or she has any  direct or  indirect
Beneficial Ownership in the Security.

E.    OPENING AND MAINTAINING SECURITIES ACCOUNTS
      -------------------------------------------

      Every Access Person shall  provide  written  notice to and obtain  written
permission from the Investment  Compliance  Manager PRIOR to opening any account
with any broker-dealer or other entity through which Securities transactions may
be  effected.  If an Access  Person has  opened a  Securities  account  prior to
becoming affiliated with First Investors,  he or she must provide written notice
of and obtain written permission to continue to maintain the account at the time
he or she becomes affiliated with First Investors.  An Access Person may also be
required  by NASD rules to give  written  notice to the broker or other party at
which  securities  accounts  are  maintained  that he or she is  employed  by or
associated with First Investors.

F.    DUPLICATE CONFIRMATIONS AND STATEMENTS
      --------------------------------------

      All Access  Persons shall arrange for duplicate  confirmation  and account
statements to be sent to the Investment  Compliance  Manager.  This  requirement
does not apply to investments in the Funds, since mutual funds are excluded from
the definition of a Security under the Code and, in any event,  First  Investors
already maintains records concerning such investments.

G.    DISCLOSURE OF PERSONAL SECURITIES HOLDINGS
      ------------------------------------------

      All Access  Persons shall disclose all personal  Securities  holdings upon
commencement  of  employment  and  thereafter  on an annual  basis.  The ongoing
disclosure  requirement is satisfied by providing to the  Investment  Compliance
Manager  duplicate  confirmations  and  account  statements  if they  reveal all
holdings.  Otherwise,  special  disclosure of holdings is necessary.  Thus,  for
example, a special report would be necessary to disclose certificated Securities
held in a bank safety deposit.


                                       10

H.    ANNUAL CERTIFICATIONS
      ---------------------

      Every  Access  Person is required to certify on an annual basis that he or
she has read this Code of Ethics and agrees to abide by its requirements.

V.    RESPONSIBILITIES OF THE INVESTMENT COMPLIANCE MANAGER
      -----------------------------------------------------

      The Investment Compliance Manager shall:

      1.    Identify and maintain a list of all Access Persons;

      2.    Furnish a copy of this Code of Ethics to each such Access Person;

      3.    Notify each new Access Person of his or her  obligations to comply
      with the  provisions  of this  Code of  Ethics  and  conduct  an  annual
      meeting to remind Access Persons of their obligations;

      4.    Monitor  reports,   confirmations,   and  statements  relating  to
      non-exempt  Securities  transactions  for  potential  violations of this
      Code;

      5. Report to the Board of  Directors of the Funds any  violations  of this
      Code and any  sanctions  imposed  no later  than  the next  regular  Board
      Meeting;  6. Report to the Board of  Directors  of the Funds on a periodic
      basis,  but not less than  annually,  concerning  the adequacy of existing
      procedures, any changes or recommended changes since the prior report, and
      the  general  level of  compliance  by  Access  Persons  with this Code of
      Ethics; and

      7.    Maintain the records required by Rule 17j-1(d).

VI.   VIOLATIONS AND REMEDIES
      -----------------------

      The  failure of any Access  Person to comply with this Code of Ethics will
be viewed as a very serious matter and may result in a disciplinary action. Upon
discovering  or being  apprised of facts which indicate that a violation of this
Code of Ethics has or may have occurred, the Investment Compliance Manager shall
conduct a  reasonable  investigation  or inquiry  to  determine  whether  such a
violation did occur.  If the Investment  Compliance  Manager  determines  that a
violation of this Code of Ethics has occurred or appears to have occurred, he or
she shall notify the General Counsel who shall cause a further  investigation to
be conducted if he or she determines it to be necessary.

      In the event  that any  investigation  or inquiry  is  commenced  by First
Investors  concerning any actual or potential  violation of this Code of Ethics,
every Access Person shall be required to:


                                       11
<PAGE>


      (a) provide full access to First  Investors,  its agents and  attorneys to
      any and all records and documents which First Investors considers relevant
      to any Securities  transactions  or other matters  subject to this Code of
      Ethics;

      (b)  cooperate  with First  Investors,  or its agents  and  attorneys,  in
      investigating any Securities  transactions or other matter subject to this
      Code of Ethics; and

      (c) provide First Investors,  its agents and attorneys with an explanation
      (in writing if requested) of the facts and  circumstances  surrounding any
      Securities transaction or other matter subject to this Code of Ethics.

      If a violation is determined to have occurred,  the Investment  Compliance
Manager in consultation with the General Counsel, shall impose such sanctions as
they deem appropriate  under the  circumstances  which may include,  among other
things, censure, fine, a directive to disgorge profits gained or losses avoided,
a suspension,  or termination of employment.  In the event that an Access Person
engages in short-term  trading  prohibited by this Code, the Access Person shall
generally  be required  to disgorge  profits  gained  regardless  of whether the
short-term trading is intentional or inadvertent or the reason for such trading.

ADOPTING ENTITIES
- -----------------

The following entities have adopted this Code of Ethics:

Administrative Data Management Corp.
Executive Investors Corporation
Executive Investors Management Company, Inc.
First Investors Asset Management Company, Inc.
First Investors Corporation
First Investors Management Company, Inc.



                                       12
<PAGE>


                                PRECLEARANCE FORM
                                -----------------

I, , request preclearance for the security transaction or transactions set forth
below.  To my knowledge,  the security or securities  listed below have not been
purchased  or sold by any First  Investors  Fund or Private  Account  within the
prior fifteen (15) days and are not currently  being  considered for purchase or
sale by any Fund or Private  Account during the next 15 days.  Furthermore,  the
transaction and or transactions I am contemplating do not involve a Purchase and
Sale, or a Sale and Purchase,  of the same Security or a Related Security within
any sixty (60) day  period.  I  recognize  that I have five (5) days in which to
effect the  transaction or transactions  contemplated,  measured from the time a
transaction has been approved.

Proposed          Buy, Sell         Quantity
Trade             or Exchange,      and/or
Date(s)           et al.            Amount        Security Type   Issuer Name

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

- ---------------------                     ---------------------
Signature of Requester                    Date

Requester  Comments (Include  Disclosure of any Potential Conflict of Interest
Here):

________________________________________________________________________________


PORTFOLIO MANAGER (OR HIS OR HER DESIGNEE) AUTHORIZATION:*

EQUITIES                                              FIXED INCOME
- --------                                              ------------

- --------------------------------                --------------------------------
D. Fitzpatrick                                  G. Ganter

- ---------------------------------               --------------------------------
P. Poitra                                       N. Jones

- ---------------------------------               --------------------------------
D. Hanover                                      C. Wagner

- ---------------------------------
M. Wright

PORTFOLIO MANAGER COMMENTS:  ____________________________________________

* Authorization is not required by all Portfolio Managers.  Only those Portfolio
Managers  consulted  by the  Investment  Compliance  Manager  need to sign  this
Preclearance  Form.  A Portfolio  Manager may  designate an analyst to sign this
Preclearance Form in his or her absence.

APPROVED BY INVESTMENT COMPLIANCE MANAGER ______________________________________
                                          Signature               Date


                                       13
<PAGE>


SEND TO: INVESTMENT COMPLIANCE MANAGER
         FIMCO  95 WALL STREET - 23RD FLOOR
         NEW YORK, NY  10005


                                       14
<PAGE>




                         FIRST INVESTORS CODE OF ETHICS
                         ------------------------------
                              ACKNOWLEDGEMENT FORM
                              --------------------


   I hereby (re) acknowledge receipt of a copy of the First Investors Code of

Ethics and agree  that as an  "Access  Person" I am subject to and will abide by

its provisions and all amendments  thereto.  I also (re) acknowledge that I have

been informed of and will comply with the reporting  provisions contained in the

Code of Ethics and all amendments thereto.

DATED:            , 19
      ------------
                                   Signature:___________________________________

                                   Name:________________________________________
                                                       Please Print

                                   Department:__________________________________

Please send to:    Investment Compliance Manager

             FIMCO
             95 Wall Street - 23rd Floor
             New York, NY  10005

Rev. 5/8/97






                                       15



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