TAX EXEMPT PROCEEDS FUND INC, 485BPOS, 1997-10-28

TAX EXEMPT PROCEEDS FUND INC
485BPOS, 1997-10-28

Previous: PUTNAM EUROPE GROWTH FUND, 485BPOS, 1997-10-28

Next: BENTON OIL & GAS CO, 8-K, 1997-10-28

As filed with the Securities and Exchange Commission on October 28 , 1997
Registration No. 33-25747

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. 11 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 13 [X]

(Check appropriate box or boxes)

TAX EXEMPT PROCEEDS FUND, INC.
(Exact Name of Registrant as Specified in Charter)

c/o Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)

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

BERNADETTE N. FINN
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
(Name and Address of Agent for Service)

Copy to: MICHAEL R. ROSELLA, ESQ.
Battle Fowler LLP
75 East 55th Street
New York, New York 10022

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

[ ] immediately upon filing pursuant to paragraph (b)
[X] on November 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

<PAGE>

TAX EXEMPT PROCEEDS FUND, INC.
Registration Statement on Form N-1A

CROSS REFERENCE SHEET -
Pursuant to Rule 404(c)

Part A
Item No. Prospectus Heading

1. Cover Page. . . . . . . . . . . . .Cover Page

2. Synopsis. . . . . . . . . . . . . .Introduction; Table of Fees and
Expenses

3. Condensed Financial
Information . . . . . . . . . . . .Financial Highlights

4. General Description
of Registrant . . . . . . . . . . .General Information; Investment
Objectives, Policies and Risks

5. Management of the Fund . . . . . . Management of the Fund; Custodian
and, Transfer Agent; Distribution
and Service Plan

5a. Management's Discussion
of Fund Performance. . . . . . . . Not Applicable

6. Capital Stock and
Other Securities. . . . . . . . . .Description of Common Stock; How to
Purchase and Redeem Shares; General
Information; Dividends and
Distributions; Federal Income Taxes

7. Purchase of Securities
Being Offered . . . . . . . . . . .How to Purchase and Redeem Shares;
Net Asset Value; Distribution and
Service Plan

8. Redemption or Repurchase. . . . . .How to Purchase and Redeem Shares

9. Legal Proceedings . . . . . . . . .Not Applicable

<PAGE>

Part B Caption in Statement of
Item No. Additional Information

10. Cover Page. . . . . . . . . . . . .Cover Page

11. Table of Contents . . . . . . . . .Table of Contents

12. General Information
and History . . . . . . . . . . . .Not Applicable

13. Investment Objectives
and Policies. . . . . . . . . . . .Investment Objectives, Policies and
Risks

14. Management of the Fund . . . .Management of the Fund

15. Control Persons and Principal
Holders of Securities . . . . . . .Management of the Fund

16. Investment Advisory
and Other Services. . . . . . . . .Management of the Fund; Distribution
and Service Plan; Custodian, Transfer
Agent and Dividend Agent; Expense
Limitation

17. Brokerage Allocation . . . . . . . .Investment Objectives, Policies and
Risks

18. Capital Stock and
Other Securities. . . . . . . . . .Description of Common Stock

19. Purchase, Redemption and Pricing
of Securities Being Offered . . . .How to Purchase and Redeem Shares; Net
Asset Value

20. Tax Status. . . . . . . . . . . . .Federal Income Taxes;

21. Underwriters. . . . . . . . . . . .Not Applicable

22. Calculations of Yield
Quotations of Money
Market Funds. . . . . . . . . . . Yield Quotations

23. Financial Statements. . . . . . . .Statement of Net Assets as of June 30,
1997; Statement of Operations for the
year ended June 30, 1997; Statement of
Changes in Net Assets Years ended
June 30, 1997 and 1996; Notes to
Financial Statements.

<PAGE>

- --------------------------------------------------------------------------------
600 FIFTH AVENUE
NEW YORK, NY 10020
TAX EXEMPT PROCEEDS FUND, INC. (800) 221-3079

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

PROSPECTUS
November 1, 1997

Tax Exempt Proceeds Fund, Inc. (the "Fund") is a diversified, short-term, tax
exempt money market fund that seeks to provide its investors with high current
interest income exempt from Federal income taxes, preservation of capital and
maintenance of liquidity. The Fund will only invest in securities that would
qualify an investment in the Fund as an investment in "tax exempt bonds" for
Federal income tax purposes and, therefore, shareholders of the Fund that are
tax exempt bond issuers, in the opinion of counsel, are expected to be exempt
from the arbitrage rebate provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). The Fund seeks to achieve its objectives by investing
primarily in a liquid money market portfolio of short-term, high quality, tax
exempt fixed rate and variable rate obligations issued by state and municipal
governments and by public authorities, and in participation interests therein
issued by banks, insurance companies or other financial institutions that meet
this Federal income tax definition. There can be no assurance that the Fund's
objectives will be achieved.

The shares of the Fund will be offered primarily to entities that are issuers of
tax exempt state and local bonds, such as states and municipalities and their
authorities, agencies, instrumentalities and subdivisions ("Qualified
Investors").

This Prospectus sets forth concisely the information about the Fund that
prospective investors will find helpful in making their investment decisions.
Additional Information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC") and is available upon request and without charge
by calling or writing the Fund at the above address. The Statement of Additional
Information bears the same date as this Prospectus and is incorporated by
reference into this Prospectus in its entirety. The SEC maintains a website
(http.//www.sec.gov.) that contains the Statement of Additional Information and
other reports and information regarding the Fund which have been filed
electronically with the SEC.

Reich & Tang Asset Management L.P. acts as Manager of the Fund and Reich & Tang
Distributors L.P. acts as Distributor of the Fund's shares. Reich & Tang Asset
Management L.P. is a registered investment advisor. Reich & Tang Distributors
L.P. is a registered broker-dealer and member of the National Association of
Securities Dealers, Inc.

An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. The Fund intends to maintain a constant net asset value of $1.00 per
share although there can be no assurance that this value will be maintained.

Shares in the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank, and the shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency.

This Prospectus should be read and retained by investors for future
reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT BEING OFFERED VIA THE INTERNET TO
RESIDENTS OF PARTICULAR STATES.

1
<PAGE>

TABLE OF FEES AND EXPENSES
<TABLE>
<CAPTION>

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees 0.40%
Other Expenses - After Reimbursement of Expenses -0-
Total Fund Operating Expenses 0.40%

<S> <C> <C> <C> <C>
1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
You would pay the following expenses on a $1,000
investment, assuming 5% annual return
(cumulative through the end of each year) $4 $13 $22 $51
</TABLE>

The purpose of the above fee table is to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein. The Manager has agreed to bear or
reimburse all the expenses of the Fund (other than the Management Fee); absent
such reimbursement, Other Expenses would have been .08% and Total Fund
Operating Expenses would have been .48%. However, the terms of the Investment
Management Contract provide that all such expenses must be borne by the Manager.

THE FIGURES REFLECTED IN THIS EXAMPLE SHOULD NOT BE CONSIDERED AS A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ABSENT THE MANAGER'S OBLIGATION TO
BEAR THE FUND'S EXPENSES, ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN ABOVE.

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the period)

The following financial highlights of Tax Exempt Proceeds Fund, Inc. have been
audited by Coopers & Lybrand L.L.P., Independent Accountants, whose report
thereon, appears in the Statement of Additional Information.

<TABLE>
<CAPTION>
January 27, 1989
Year Ended June 30, (Inception) to
1997 1996 1995 1994 1993 1992 1991 1990 June 30, 1989
------- ------ ------- ------ ------ ------ ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------ ------ ------- -------- -------
Income from investment operations:
Net investment income......... 0.032 0.033 0.032 0.021 0.022 0.035 0.049 0.056 0.025
Less distributions:
Dividends from net investment income 0.032 0.033 0.032 0.021 0.022 0.035 0.049 0.056 0.025
------- ------- ------- ------- ------ ------- ------- ------- ---------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======== ======== ======== ======= ====== ====== ======= =========
Total Return.................. 3.23% 3.31% 3.22% 2.14% 2.27% 3.52% 4.97% 5.70% 6.65%
Ratios/Supplemental Data
Net assets, end of period (000) $199,050 $254,251 $213,134 $133,927 $133,230 $135,123 $127,707 $120,949 $62,676
Ratios to average net assets:
Expense....................... 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40%*
Net investment income......... 3.18% 3.26% 3.22% 2.13% 2.25% 3.48% 4.85% 5.56% 6.45%*

* Annualized

</TABLE>

2
<PAGE>

INTRODUCTION

Tax Exempt Proceeds Fund, Inc. (the "Fund") is a diversified, open-end
management investment company that seeks to provide its investors with high
current interest income exempt from Federal income taxes, preservation of
capital and liquidity. The Fund will only invest in securities that would
qualify an investment in the Fund as an investment in "tax exempt bonds" for
Federal income tax purposes and, therefore, Fund shareholders that are tax
exempt bond issuers are expected to be exempt from the arbitrage rebate
provisions of the Code. (See "Investment Objectives, Policies and Risks"
herein.) The Fund seeks to achieve its objectives by investing principally in
short-term, high quality fixed rate and variable rate tax exempt securities
issued by state or municipal governments and by public authorities and in
participation certificates therein purchased from banks and other financial
institutions, where such securities and participation certificates therein meet
this Federal income tax definition. However, the Fund will not concentrate its
investments in participation certificates. The Fund's portfolio will be invested
primarily in municipal obligations, including municipal notes and industrial
revenue bonds ("IRBs") (issued before August 8, 1986). The Fund's investments
may also include when-issued securities. The Fund will not invest in securities
the interest income on which may be subject to the Federal individual
alternative minimum tax. The Fund seeks to maintain an investment portfolio with
a dollar-weighted average maturity of 90 days or less, and to value its
investment portfolio at amortized cost and maintain a net asset value of $1.00
per share. There can be no assurance that this value will be maintained. This is
a summary of the Fund's fundamental investment policies which are set forth in
full under "Investment Objectives, Policies and Risks" herein and in the
Statement of Additional Information and may not be changed without the approval
of a majority of the Fund's outstanding shareholders; except that the Fund's
fundamental investment policies of investing in securities that would qualify an
investment in the Fund as a "tax exempt bond" and of not investing in securities
the interest income on which may be subject to the federal individual
alternative minimum tax may only be changed with the approval of 90% of the
Fund's outstanding shares.

There can be no assurance that the Fund's objectives will be achieved.
Investment by the Fund in other than "tax exempt bonds" will subject the Fund's
shareholders that are tax exempt bond issuers to the arbitrage rebate provisions
of the Code with respect to income from the Fund. However, the Fund's
fundamental investment policies prohibit the Fund from investing in other than
"tax exempt bonds."

The Fund's investment manager is Reich & Tang Asset Management L.P. (the
"Manager"), which is a registered investment advisor and which currently acts as
manager or administrator to fifteen other open-end management investment
companies. (See "Management of the Fund" herein.) The Fund's shares are
distributed through Reich & Tang Distributors L.P. (the "Distributor"), with
whom the Fund has entered into a Distribution Agreement pursuant to the Fund's
plan adopted under Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"). (See "Distribution and Service Plan" herein.)

The Fund's investment policies were developed for the particular Federal income
tax needs of Qualified Investors. Investors that are not issuers of state and
local bonds and that desire to invest in a tax exempt money market fund may
consider an investment in the other tax exempt money market funds managed by
Reich & Tang Asset Management L.P.

On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund

3
<PAGE>

Business Day"), investors may, without charge by the Fund, initiate purchases
and redemptions of shares of the Fund's common stock at their net asset value,
which will be determined daily. (See "How to Purchase and Redeem Shares" and
"Net Asset Value" herein.) Dividends from accumulated net income are declared by
the Fund on each Fund Business Day. The Fund pays interest dividends monthly on
the last day of each month or, if the last day of each month is not a Fund
Business Day, on the preceding Fund Business Day. Net capital gains, if any,
will be distributed annually, within 60 days after the end of the Fund's fiscal
year. All dividends and distributions of capital gains are automatically
invested in additional shares of the Fund unless a shareholder has elected by
written notice to the Fund to receive either of such distributions in cash. (See
"Dividends and Distributions" herein.)

INVESTMENT OBJECTIVES,
POLICIES AND RISKS

The Fund is a diversified, open-end, investment company whose investment
objectives are to provide its investors with high current interest income exempt
from Federal income taxes, preservation of capital and liquidity. The Fund will
only invest in securities that would qualify an investment in the Fund as an
investment in "tax exempt bonds" as defined in Section 150(a)(6) of the Code and
amplified in Treasury Department Regulations and, therefore, shareholders of the
Fund that are tax exempt bond issuers are expected to be exempt from the
arbitrage rebate provisions of the Code with respect to income from the Fund.

There can be, of course, no assurance that the Fund will achieve its investment
objectives.

The Fund's assets will be invested principally in short-term, high quality,
fixed rate and variable rate tax exempt securities issued by or on behalf of
states and municipal governments, and their authorities, agencies,
instrumentalities and political subdivisions ("Municipal Obligations") and in
participation certificates in such obligations purchased from banks, insurance
companies or other financial institutions, where such securities and
participation certificates therein meet this Federal income tax definition. The
Fund will not invest in Municipal Obligations or any other securities the
interest income on which may be subject to the Federal individual alternative
minimum tax. The Fund seeks to maintain an investment portfolio with a
dollar-weighted average maturity of 90 days or less, and to value its investment
portfolio at amortized cost and maintain a net asset value of $1.00 per share
although there can be no assurance that this value will be maintained. The Fund
may hold uninvested cash reserves pending investment. The Fund's investments may
include "when-issued" Municipal Obligations and stand-by commitments (however,
the Fund expects to invest less than 5% of its assets in such securities). The
Fund expects to invest in participation certificates purchased from banks in
IRBs and other Municipal Obligations. The Fund will not invest in IRBs issued
after August 7, 1986 the interest income from which may be subject to the
Federal individual alternative minimum tax. In view of the investment in bank
participation certificates in Municipal Obligations, an investment in the Fund
should be made with an understanding of the characteristics of the banking
industry and the risks which such an investment may entail. See "Variable Rate
Demand Instruments and Participation Certificates" in the Statement of
Additional Information. The investment objectives of the Fund described in this
paragraph may not be changed unless approved by a majority of the holders of the
outstanding shares of the Fund that would be affected by such a change; except
that the Fund's fundamental policies of investing in securities that would
qualify an investment in the Fund as an investment in "tax exempt bonds" and of
not investing in securities the interest income on which may be subject to the
Federal individual alternative minimum tax, may only be changed with the
approval of 90% of the Fund's outstanding shares.

In view of the investment of the Fund in IRBs (issued before August 8, 1986) and
participation

4
<PAGE>

interests therein secured by letters of credit or guarantees of banks, an
investment in Fund shares should be made with an understanding of the
characteristics of the banking industry and the risks which such an investment
may entail. Banks are subject to extensive governmental regulations which may
limit both the amounts and types of loans and other financial commitments which
may be made and interest rates and fees which may be charged. The profitability
of this industry is largely dependent upon the availability and cost of capital
funds for the purpose of financing lending operations under prevailing money
market conditions. Also, general economic conditions play an important part in
the operations of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability to
meet its obligations under a letter of credit.

The Fund has adopted the following fundamental investment restrictions which may
not be changed unless approved by a majority of the outstanding shares of the
Fund. The Fund is subject to further investment restrictions that are set forth
in the Statement of Additional Information. The Fund may not:

1. Borrow Money. This restriction shall not apply to borrowings from banks for
temporary or emergency (not leveraging) purposes, including the meeting of
redemption requests that might otherwise require the untimely disposition
of securities, in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) valued at market less liabilities
(not including the amount borrowed) at the time the borrowing was made.
While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any investments. Interest paid on borrowings will reduce
net income.

2. Pledge, hypothecate, mortgage or otherwise encumber its assets, except in
an amount up to 15% of the value of its total assets and only to secure
borrowings for temporary or emergency purposes.

3. Purchase securities subject to restrictions on disposition under the
Securities Act of 1933 ("restricted securities"), except the Fund may
purchase variable rate demand instruments which contain a demand feature.
The Fund will not invest more than 10% of the Fund's net assets in
securities that are not readily marketable (including participation
certificates and variable rate demand instruments with a right to demand
payment on more than 7 days notice).

4. Invest more than 25% of its assets in the securities of "issuers" in any
single industry. With respect to 75% of the total amortized cost value of
the Fund's assets, not more than 5% of the Fund's assets may be invested in
securities that are subject to underlying puts from the same institution,
and no single bank shall issue its letter of credit and no single financial
institution shall issue a credit enhancement covering more than 5% of the
total assets of the Fund. However, if the puts are exercisable by the Fund
in the event of default on payment of principal and interest on the
underlying security, then the Fund may invest up to 10% of its assets in
securities underlying the puts issued or guaranteed by the same
institution; additionally, a single bank can issue its letter of credit or
a single financial institution can issue a credit enhancement covering up
to 10% of the Fund's assets, where the puts offer the Fund such default
protection.

5. Invest in securities of other investment companies except (i) the Fund may
purchase unit investment trust securities where such unit investment trust
meets the investment objectives of the Fund and then only up to 5% of the
Fund's net assets except as they may be acquired as part of a merger,
consolidation or acquisition of assets and (ii) as permitted by Section
12(d) of the 1940 Act.

The Fund may only purchase United States dollar-denominated Municipal
Obligations that have been determined by the Fund's Board of Directors to

5
<PAGE>

present minimal credit risks and that are Eligible Securities at the time of
acquisition. The term Eligible Securities means (i) Municipal Obligations with
remaining maturities of 397 days or less and rated in the two highest short-term
rating categories by any two nationally recognized statistical rating
organizations ("NRSROs") or in such categories by the only NRSRO that has rated
the Municipal Obligations (collectively, the "Requisite NRSROs") (acquisition in
the latter situation must also be ratified by the Board of Directors); (ii)
Municipal Obligations with remaining maturities of 397 days or less but that at
the time of issuance were long-term securities (i.e., with maturities greater
than 366 days) and whose issuer has received from the Requisite NRSROs a rating
with respect to comparable short-term debt in the two highest short-term rating
categories; and (iii) unrated Municipal Obligations determined by the Fund's
Board of Directors to be of comparable quality. Where the issuer of a long-term
security with a remaining maturity which would otherwise qualify it as an
Eligible Security, does not have rated short-term debt outstanding, the
long-term security is treated as unrated but may not be purchased if it has a
long-term rating from any NRSRO that is below the two highest long-term
categories. A determination of comparability by the Board of Directors is made
on the basis of its credit evaluation of the issuer, which may include an
evaluation of a letter of credit, guarantee, insurance or other credit facility
issued in support of the Municipal Obligations or participation certificates.
(See "Variable Rate Demand Instruments and Participation Certificates" in the
Statement of Additional Information.) While there are several organizations that
currently qualify as NRSROs, two examples of NRSROs are Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies ("S&P") and Moody's Investors
Service, Inc. ("Moody's"). The two highest ratings by S&P and Moody's are "AAA"
and "AA" by S&P in the case of long-term bonds and notes or "Aaa" and "Aa" by
Moody's in the case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by
Moody's in the case of notes; "A-1" and "A-2" by S&P or "Prime-1" and "Prime-2"
by Moody's in the case of tax exempt commercial paper; "SP-1/AA" by S&P or
"VMIG-1" and "VMIG-2" by Moody's in the case of variable and floating rate
demand notes. If a substantial portion of the Fund's assets are invested in such
unrated demand notes, the inability of the issuers to pay such notes on demand
could adversely affect the Fund's liquidity. Eligible Securities may produce a
lower yield than would be available from less highly rated instruments. The
Fund's Board of Directors has determined that Municipal Obligations which are
backed by the credit of the Federal Government will be considered to have a
rating equivalent to Moody's "Aaa".

Subsequent to its purchase by the Fund, the quality of an investment may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs, the Board of Directors of the Fund shall reassess
promptly whether the security presents minimal credit risks and shall cause the
Fund to take such action as the Board of Directors determines is in the best
interest of the Fund and its shareholders. However, reassessment is not required
if the security is disposed of or matures within five business days of the
Manager becoming aware of the new rating and provided further that the Board of
Directors is subsequently notified of the Manager's actions.

In addition, in the event that a security (1) is in default, (2) ceases to be an
eligible investment under Rule 2a-7 or (3) is determined to no longer present
minimal credit risks, the Fund will dispose of the security absent a
determination by the Fund's Board of Directors that disposal of the security
would not be in the best interest of the Fund. In the event that the security is
disposed of it shall be disposed of as soon as practicable consistent with
achieving an orderly disposition by sale, exercise of any demand feature or
otherwise. In the event of a default with respect to a security which
immediately before default accounted for 1/2 of 1% or more of the Fund's total
assets, the Fund shall promptly notify the Securities and Exchange Commission of
such fact and of the

6
<PAGE>

actions that the Fund intends to take in response to the situation.

All investments by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund
portfolio (on a dollar-weighted basis) will be 90 days or less. The maturities
of variable rate demand instruments held in the Fund's portfolio will be deemed
to be the longer of the period required before the Fund is entitled to receive
payment of the principal amount of the instrument through demand, or the period
remaining until the next interest rate adjustment, although the stated
maturities may be in excess of 397 days.

For purposes of determining whether a variable rate demand instrument held by
the Fund matures within 397 days from the date of its acquisition, the maturity
of the instrument will be deemed to be the longer of (1) the period required
before the Fund is entitled to receive payment of the principal amount of the
instrument through demand or (2) the period remaining until the instrument's
next interest rate adjustment. The maturity of a variable rate demand instrument
will be determined in the same manner for purposes of computing the Fund's
dollar-weighted average portfolio maturity.

It is anticipated that Qualified Investors will utilize the Fund for short-term
investment purposes. While this may result in a high rate of portfolio turnover
with increased transaction costs, it will not affect the Fund's expense ratio
because of the Manager's obligation to pay all expenses of the Fund (other than
the Management Fee).

MANAGEMENT OF THE FUND

The Fund's Board of Directors which is responsible for the overall management
and supervision of the Fund, has employed the Manager to serve as investment
manager of the Fund. The Manager provides persons satisfactory to the Fund's
Board of Directors to serve as officers of the Fund. Such officers, as well as
certain other employees and directors of the Fund, may be directors or officers
of Reich & Tang Asset Management, Inc., the sole general partner of the Manager,
or employees of the Manager or its affiliates. Due to the services performed by
the Manager, the Fund currently has no employees and its officers are not
required to devote full-time to the affairs of the Fund. The Statement of
Additional Information contains general background information regarding each
Director and principal officer of the Fund.

The Manager is a Delaware limited partnership with its principal offices at 600
Fifth Avenue, New York, New York 10020. The Manager was at July 31, 1997,
investment manager, adviser or supervisor with respect to assets aggregating in
excess of $10.67 billion. The Manager acts as manager or administrator of
fifteen other investment companies and also advises pension trusts,
profit-sharing trusts and endowments.

New England Investment Companies, L.P. ("NEICLP") is the limited partner and
owner of a 99.5% interest in the Manager. Reich & Tang Asset Management, Inc. (a
wholly-owned subsidiary of NEICLP) is the general partner and owner of the
remaining .5% interest of the Manager. New England Investment Companies, Inc.
("NEIC"), a Massachusetts corporation, serves as the sole general partner of
NEICLP. Reich & Tang Asset Management L.P. succeeded NEICLP as the Manager of
the Fund.

On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company ("MetLife") merged, with
MetLife being the continuing company. The Manager remains an indirect
wholly-owned subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its
sole general partner, is now an indirect subsidiary of MetLife. Also, MetLife
New England Holdings, Inc., a wholly-owned subsidiary of MetLife, owns
approximately 48.5% of the outstanding limited partnership interest of NEICLP
and may be deemed a "controlling person" of the Manager. Reich & Tang, Inc. owns
approximately 16% of the outstanding partnership units of NEICLP.

MetLife is a mutual life insurance company with assets of $297.6 billion at
December 31, 1996. It is the second largest life insurance company in the

7
<PAGE>

United States in terms of total assets. MetLife provides a wide range of
insurance and investment products and services to individuals and groups and is
the leader among United States life insurance companies in terms of total life
insurance in force, which exceeded $1.6 trillion at December 31, 1996 for
MetLife and its insurance affiliates. MetLife and its affiliates provide
insurance or other financial services to approximately 36 million people
worldwide.

NEIC is a holding company offering a broad array of investment styles across a
wide range of asset categories through thirteen subsidiaries, divisions and
affiliates to institutional clients. Its business units, in addition to the
Manager, include AEW Capital Management, L.P., Back Bay Advisors, L.P., Capital
Growth Management, L.P., Graystone Partners, L.P., Harris Associates, L.P.,
Jurika & Voyles, L.P., Loomis, Sayles & Company, L.P., New England Funds, L.P.,
New England Investment Associates, Inc., Snyder Capital Management, Inc.,
Vaughan, Nelson, Scarborough & McConnell L.P., and Westpeak Investment Advisors,
L.P. These affiliates in the aggregate are investment advisors or managers to 80
other registered investment companies.

Pursuant to the Investment Management Contract, the Manager manages the Fund's
portfolio of securities and makes decisions with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund. The Manager also performs clerical, accounting, supervision and office
service functions for the Fund and provides the Fund with personnel to (i)
supervise the performance of bookkeeping and related services by Investors
Fiduciary Trust Company, the Fund's bookkeeping agent; (ii) prepare reports to
and filings with regulatory authorities; and (iii) perform such other services
as the Fund may from time to time request of the Manager. The personnel
rendering such services may be employees of the Manager or its affiliates.

The merger between The New England and MetLife resulted in an "assignment" of
the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On June
27, 1996, the Board of Directors, including a majority of the directors who are
not interested persons (as defined in the 1940 Act) of the Fund or the Manager,
approved a new Investment Management Contract effective August 30, 1996, which
has a term which extends to December 31, 1997 and may be continued in force
thereafter for successive twelve-month periods beginning each January 1,
provided that such continuance is specifically approved annually by majority
vote of the Fund's outstanding voting securities or by its Board of Directors,
and in either case by a majority of the directors who are not parties to the
Investment Management Contract or interested persons of any such party, by votes
cast in person at a meeting called for the purpose of voting on such matter.

The new Investment Management Contract was approved by a majority of the
shareholders of the Fund on March 13, 1996 and contains the same terms and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment Management Contract with the Manager, except as to
the date of execution and termination.

The merger and the change in control of the Manager is not expected to have any
impact upon the Manager's performance of its responsibilities and obligations
under the new Investment Management Contract.

8
<PAGE>

Investment Management Contract will be the only expense of the Fund. The fees
are accrued daily and paid monthly. Any portion of the Management Fee received
by the Manager may be used by the Manager and the Distributor to provide
shareholder and administrative services and for distribution of Fund shares.
(See "Distribution and Service Plan" herein.)

DESCRIPTION OF COMMON STOCK

The Fund was incorporated in Maryland on November 18, 1988. The authorized
capital stock of the Fund consists of twenty billion shares of common stock
having a par value of one-tenth of one cent ($.001) per share. Each share when
issued has equal dividend, distribution and liquidation rights and each
fractional share has rights in proportion to the percentage it represents of a
whole share. There are no conversion or preemptive rights in connection with any
shares of the Fund. All shares when issued in accordance with the terms of the
offering will be fully paid and non-assessable. Shares of the Fund are
redeemable at net asset value, at the option of the shareholders. As of
September 30, 1997, the amount of shares owned by the officers and directors of
the Fund as a group was less than 1% of the outstanding shares of the Fund.

The shares of the Fund have non-cumulative voting rights, which means that the
holders of more than 50% of the shares outstanding voting for the election of
directors can elect 100% of the directors if the holders choose to do so, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors.

The Fund's By-laws provide the holders of one-third of the outstanding shares of
the Fund present at a meeting in person or by proxy will constitute a quorum for
the transaction of business at all meetings, except that the Articles of
Incorporation provide that a meeting to consider an amendment to the Fund's
fundamental investment policies of investing in securities that would qualify an
investment in the Fund as a "tax exempt bond" and of not investing in securities
the interest income on which may be subject to the federal individual
alternative minimum tax, 90% of the outstanding shares of the Fund must be
present in person or by proxy to constitute a quorum for this particular
purpose.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends equal to all its net investment income (excluding
capital gains and losses, if any, and amortization of market discount) on each
Fund Business Day and generally pays dividends monthly. There is no fixed
dividend rate. In computing these dividends, interest earned and expenses are
accrued daily.

Net realized capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Fund's fiscal year. All dividends
and distributions of capital gains are automatically invested in additional Fund
shares immediately upon payment thereof unless a shareholder has elected by
written notice to the Fund to receive either of such distributions in cash.

HOW TO PURCHASE AND REDEEM SHARES

The Fund sells and redeems its shares on a continuing basis at net asset value
and does not impose a sales charge for either sales or redemptions. All
transactions in Fund shares are effected through the Fund's transfer agent which
accepts orders for purchases and redemptions. There is no minimum initial
investment, nor is there a minimum subsequent investment.

In order to maximize earnings on its portfolio, the Fund normally has its assets
as fully invested as is practicable. Many securities in which the Fund invests
require immediate settlement in funds of Federal Reserve member banks on deposit
at a Federal Reserve bank (commonly known as "Federal Funds"). Accordingly, the
Fund does not accept a subscription or invest an investor's payment in portfolio
securities until the payment is converted into Federal Funds.

Shares will be issued as of the first determination of the Fund's net asset
value per share made after

9
<PAGE>

receipt of the investor's purchase order. The Fund reserves the right to reject
any purchase order for its shares.

Shares are issued as of 12 noon, New York City time, on any Fund Business Day on
which an order for the shares and accompanying Federal Funds are received by the
Fund's transfer agent before 12 noon. Orders accompanied by Federal Funds and
received after 12 noon on a Fund Business Day will not result in share issuance
until the following Fund Business Day. In the case of Qualified Investors,
orders received by the Fund's transfer agent before 12 noon, New York City time,
on a Fund Business Day without accompanying Federal Funds will result in the
issuance of shares on that day provided that the Federal Funds required in
connection with the orders are received by the Fund's transfer agent before 4:00
P.M., New York City time, on that day. Orders for which Federal Funds are
received after 4:00 P.M., New York City time, will not result in share issuance
until the following Fund Business Day. Fund shares begin accruing income on the
day on which shares are issued to an investor.

There is no redemption charge, no minimum period of investment, no minimum
amount of redemption and no restriction on frequency of withdrawals. Proceeds of
redemptions are paid in cash.

The right of redemption may not be suspended, or the date of payment upon
redemption postponed, for more than seven days after shares are tendered for
redemption, and the right of redemption may not be suspended, except for any
period during which the New York Stock Exchange, Inc. is closed (other than
customary weekend and holiday closings) or during which the Securities and
Exchange Commission determines that trading thereon is restricted, or for any
period during which an emergency (as determined by the Securities and Exchange
Commission) exists as a result of which disposal by the Fund of its securities
is not reasonably practicable or as a result of which it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or for
such other period as the Securities and Exchange Commission may by order permit
for the protection of the shareholders of the Fund.

Redemption requests received by the Fund's transfer agent before 12 noon, New
York City time, on any Fund Business Day become effective at the net asset value
per share determined at 12 noon that day. Shares redeemed are not entitled to
participate in dividends declared on the day a redemption becomes effective.
Redemption requests received after 12 noon will result in a share redemption on
the following Fund Business Day.

The Fund has reserved the right to redeem the shares of any shareholder if the
net asset value of all the remaining shares in the shareholder's account after a
withdrawal is less than $1,000 solely because of withdrawals from the account
and not because of fluctuation in the value of the account. Written notice of a
proposed mandatory redemption will be given at least 30 days in advance to any
shareholder whose account is to be redeemed. During the notice period a
shareholder who receives such a notice may avoid mandatory redemption by
purchasing sufficient additional shares to increase his total net asset value to
at least $1,000.

The redemption of shares may result in the investor's receipt of more or less
than he paid for his shares and, thus, in a taxable gain or loss to the
investor.

Direct Purchase and
Redemption Procedures

Investors who wish to invest in the Fund may obtain a current prospectus and the
subscription order form necessary to open an account by telephoning the Fund at
the following numbers:

Within New York State 212-830-5220
Outside New York State (toll free) 800-221-3079

All shareholders will receive from the Fund confirmations of each individual
purchase and redemption of Fund shares and a monthly statement listing the total
number of Fund shares owned as of the statement closing date, purchases and
redemptions of Fund shares during

10
<PAGE>

the month covered by the statement and the dividends paid on Fund shares of each
shareholder during the statement period (including dividends paid in cash or
reinvested in additional Fund shares).

Initial Purchase of Shares

Mail

Investors may send a check made payable to "Tax Exempt Proceeds Fund, Inc."
along with a completed subscription order form to:

Tax Exempt Proceeds Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue - 8th Floor
New York, New York 10020

Checks are accepted subject to collection at full value in United States
currency. Payment by a check drawn on any member of the Federal Reserve System
can normally be converted into Federal Funds within two business days after
receipt of the check. Checks drawn on a non-member bank may take substantially
longer to convert into Federal Funds. An investor's subscription will not be
accepted until the Fund receives Federal Funds.

Bank Wire

To purchase shares of the Fund using the wire system for transmittal of money
among banks, an investor should first obtain a new account number by telephoning
the Fund at either 212-830-5220 (within New York State) or 800-221-3079 (outside
New York State) and then instruct a member commercial bank to wire their money
immediately to:

Investors Fiduciary Trust Company
ABA # 101003621
Reich & Tang Funds
DDA # 890752-953-8
For Tax Exempt Proceeds Fund, Inc.
Account of (Investor's Name)
Fund Account # 817
Tax ID #

The investor should then promptly complete and mail the subscription order form.

Investors planning to wire funds should instruct their bank early in the day so
the wire transfer can be accomplished before 12 noon, New York City time, on the
same day. There may be a charge by the investor's bank for transmitting the
money by bank wire, and there also may be a charge for use of Federal Funds. The
Fund does not charge investors in the Fund for its receipt of wire transfers.
Payment in the form of a "bank wire" received prior to 12 noon, New York City
time, on a Fund Business Day will be treated as a Federal Funds payment received
on that day.

Subsequent Purchases of Shares

Subsequent purchases can be made by bank wire as indicated above or by mailing a
check to:

Tax Exempt Proceeds Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue - 8th Floor
New York, New York 10020

There is no minimum for subsequent purchases of shares. All payments should
clearly indicate the shareholder's account number.

Provided that the information on the subscription form on file with the Fund is
still applicable, a shareholder may reopen an account without filing a new
subscription order form at any time during the year the shareholder's account is
closed or during the following calendar year.

Redemption of Shares

A redemption is effected immediately following, and at a price determined in
accordance with, the next determination of net asset value per share following
receipt by the Fund's transfer agent of the redemption order. Normally, payment
for redeemed shares is made on the same Fund Business Day after the redemption
is effected, provided the redemption request is received prior to 12 noon, New
York City time and on the next Fund Business Day if the redemption request is
received after 12 noon. However, redemption requests will not be effected unless
the check (including a certified or cashier's check) used for investment has
been cleared for payment by the

11
<PAGE>

investor's bank and converted into Federal Funds, which could take up to 15 days
after investment.

A shareholder's original subscription order form permits the shareholder to
redeem by written request and to elect redemption by check writing. A
shareholder may only change the instructions indicated on his original
subscription order form by transmitting a written direction to the Fund's
transfer agent. Requests to institute or change any of the additional redemption
procedures will require a signature guarantee.

When a signature guarantee is called for, the shareholder should have "Signature
Guaranteed" stamped under his signature and signed and guaranteed by an eligible
guarantor institution which includes a domestic bank, a domestic savings and
loan institution, a domestic credit union, a member bank of the Federal Reserve
system or a member firm of a national securities exchange, pursuant to the
Fund's transfer agent's standards and procedures.

Written Requests

Shareholders may make a redemption in any amount by sending a written request
to:

Tax Exempt Proceeds Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue - 8th Floor
New York, New York 10020

Normally the redemption proceeds are paid by check mailed to the shareholder of
record.

Checks

By making the appropriate election on their subscription form, shareholders may
request a supply of checks which may be used to effect redemptions. The checks,
which will be issued in the shareholder's name, are drawn on a special account
maintained by the Fund with the agent bank. For Qualified Investors, checks will
be pre-printed with a legend certifying compliance with specific limitations for
withdrawal. Checks may be drawn in any amount and may be used like an ordinary
commercial bank check, except that they may not be certified. When a check is
presented to the Fund's agent bank for payment, it instructs the Fund's transfer
agent to redeem a sufficient number of full and fractional shares in the
shareholder's account to cover the amount of the check. The use of a check to
make a withdrawal enables a shareholder in the Fund to receive dividends on the
shares to be redeemed through the Fund Business Day on which the check clears.
Checks provided by the Fund may not be certified. Fund shares purchased by check
may not be redeemed by check for up to 15 days following the date of purchase.

There is no charge to the shareholder for checks provided by the Fund. The Fund
reserves the right to impose a charge or impose a different minimum check amount
in the future, if the Board of Directors determines that doing so is in the best
interest of the Fund and its shareholders.

Shareholders electing the checking option are subject to the procedures, rules
and regulations of the Fund's agent bank governing checking accounts. The Fund's
agent bank will not honor checks which are in amounts exceeding the value of the
shareholder's account at the time the check is presented for payment. The Fund
reserves the right to terminate or modify the check redemption procedure at any
time or to impose additional fees following notification to the Fund's
shareholders.

Investors wishing to avail themselves of this method of redemption should elect
it on their subscription order form.

Qualified Investors making this election, are required to complete a certified
resolution or other evidence of authorization in accordance with the normal
practices of the Fund's agent bank. Appropriate authorization forms will be sent
by the Fund's agent bank to shareholders who select this option. As soon as the
authorization forms are filed in good order with the Fund's agent bank, it will
provide the shareholder with a supply of checks. This checking service may be
terminated or modified at any time.

Telephone

The Fund accepts requests for redemption by written authorization or by
telephone from

12
<PAGE>

shareholders who elect these options. The proceeds of a telephone redemption may
be sent to shareholders at their designated addresses or to their bank accounts
by wire, as elected in the subscription form or in a subsequent written
authorization. The Fund may accept telephone redemption instructions from any
person with respect to accounts of shareholders who elect this service and thus
such shareholders risk possible loss of principal and interest in the event of a
telephone redemption not authorized by them. The Fund will employ reasonable
procedures to confirm that telephone redemption instructions are genuine, and
will require that shareholders electing such option provide a form of personal
identification. The failure by the Fund to employ such procedures may cause the
Fund to be liable for the losses incurred by investors due to telephone
redemptions based upon unauthorized or fraudulent instructions.

A shareholder making a telephone withdrawal should call the Fund at
212-830-5220; outside New York State at 800-221-3079, and state (i) the name of
the shareholder appearing on the Fund's records, (ii) the shareholder's account
number with the Fund, (iii) the amount to be withdrawn, (iv) whether such amount
is to be forwarded to the shareholder's designated bank account or address, and
(v) the name of the person requesting the redemption. Usually the proceeds are
sent to the designated bank account or address on the same Fund Business Day the
redemption is effected, provided the redemption request is received before 12
noon, New York City time and on the next Fund Business Day if the redemption
request is received after 12 noon, New York City time. The Fund reserves the
right to terminate or modify the telephone redemption service in whole or in
part at any time and will notify shareholders accordingly.

DISTRIBUTION AND SERVICE PLAN

Pursuant to Rule 12b-1 under the 1940 Act, the Securities and Exchange
Commission has required that an investment company which bears any direct or
indirect expense of distributing its shares must do so only in accordance with a
plan permitted by Rule 12b-1. The Fund's Board of Directors has adopted a
distribution and service plan (the "Plan") and, pursuant to the Plan, the Fund
has entered into a Distribution Agreement with Reich & Tang Distributors L.P.
(the "Distributor") as distributor of the Fund's shares. There are no fees or
expenses chargeable to the Fund under the Plan. The Fund's Board of Directors
has adopted the Plan in case certain expenses of the Fund are deemed to
constitute indirect payment by the Fund for distribution expenses. If a payment
of fees under the Investment Management Contract by the Fund to the Manager
should be deemed to be indirect financing by the Fund of the distribution of its
shares, such payments are authorized by the Plan.

Reich & Tang Asset Management, Inc. serves as the sole general partner for both
Reich & Tang Asset Management L.P. and Reich & Tang Distributors L.P., and Reich
& Tang Asset Management L.P. serves as the sole limited partner of the
Distributor.

13
<PAGE>

advertising, and other promotional activities, including the salaries and/or
commissions of sales personnel in connection with the distribution of the Fund's
shares. The Distributor, in its sole discretion, will determine the amount of
such payments made pursuant to the Plan, provided that such payments will not
increase the amount which the Fund is required to pay to the Manager and
Distributor for any fiscal year under the Investment Management Contract in
effect for that year.

FEDERAL INCOME TAXES

The Fund has elected to qualify under the Code as a regulated investment company
that distributes "exempt-interest dividends" as defined in the Code. The Fund
intends to continue to qualify for regulated investment company status. The
Fund's policy is to distribute as dividends each year 100% (and in no event less
than 90%) of its tax exempt interest income, net of certain deductions, and its
investment company taxable income (if any). If distributions are made in this
manner, dividends designated as derived from the interest earned on Municipal
Obligations are "exempt-interest dividends" and are not subject to regular
Federal income tax. Dividends paid from taxable income, if any, and
distributions of any realized short-term capital gains (whether from tax exempt
or taxable obligations) are taxable to taxable shareholders as ordinary income,
for Federal income tax purposes, whether received in cash or reinvested in
additional shares of the Fund. The Fund does not expect to realize long-term
capital gains and thus does not contemplate distributing "capital gain
dividends" or having undistributed capital gain income within the meaning of the
Code. The Fund will inform shareholders of the amount and nature of its income
and gains in a written notice mailed to shareholders within 45 days after the
close of the Fund's taxable year. Interest on certain "private activity bonds"
(generally, a bond issue in which more than 10% of the proceeds are used for a
non-governmental trade or business and which meets the private security or a
payment test, or a bond issue which meets the private loan financing test)
issued after August 7, 1986 will constitute an item of tax preference subject to
the individual alternative minimum tax. Corporations will be required to include
as an item of tax preference for purposes of the alternative minimum taxable
income, 75% of the amount by which their adjusted current earnings (including
generally, tax exempt interest) exceeds their alternative minimum taxable income
(determined without this item). In certain cases Subchapter S corporations with
accumulated earnings and profits from Subchapter C years will be subject to a
tax on "passive investment income", including tax exempt interest.

With respect to the variable rate demand instruments, including participation
certificates therein, the Fund is relying on the opinion of bond counsel at the
date of issuance or in the opinion of Battle Fowler LLP, counsel to the Fund,
that it will be treated for Federal income tax purposes as the owner thereof and
the interest on the underlying Municipal Obligations will be exempt from regular
Federal income taxes to the Fund. Counsel has pointed out that the Internal
Revenue Service has announced that it will not ordinarily issue advance rulings
on the question of ownership of securities or participation interests therein
subject to a put and could reach a conclusion different from that reached by
counsel.

The Supreme Court decision affirms the authority of the Federal government to
regulate and control bonds such as the Municipal Obligations and to tax such
bonds in the future. The decision does not, however, affect the current
exemption from taxation of the interest earned on the Municipal Obligations in
accordance with Section 103 of the Code.

14
<PAGE>

If an issuer of a state or local tax exempt bond invests the proceeds of the
bond issue in any "tax exempt bond", the income on which is not an item of tax
preference and is not includible in the alternative minimum tax computation for
individual taxpayers, such issuer is not subject to the rebate provisions of
Code Section 148 with respect to the income from such bond. The rebate
provisions would require an issuer that invests the bond proceeds in "higher
yielding investments" (other than in "tax exempt bonds") to rebate a portion of
the income from such investments, in order for the bond income to remain tax
exempt to the bondholders. The term "tax exempt bond" means any bond the
interest on which is excludable from gross income under Section 103(a) of the
Code. Regulations provide that for purposes of the arbitrage rebate provision of
Section 148 of the Code, the term "tax exempt bond" includes an interest in a
regulated investment company to the extent that at least 95% of the income to
the holder of the interest is interest that is excludable from gross income
under Section 103 of the Code. The Fund anticipates that it will comply with all
requirements that must be satisfied in order for an investment in its shares to
be treated as a "tax exempt bond" for arbitrage purposes. If the Fund does not
comply with such requirements, issuers who invest in the Fund will be subject to
the rebate provisions of Code Section 148.

Since the Fund is established primarily for issuers of tax exempt bonds that do
not wish to be subject to the Code's rebate requirements, the Fund intends to
comply with the provisions of these Regulations and will invest only in tax
exempt bonds the interest from which, in the opinion of bond counsel at the date
of issuance or in the opinion of Battle Fowler LLP, counsel to the Fund, is
excludable from gross income under Section 103 of the Code and is not subject to
the individual alternative minimum tax provisions.

The exemption of interest income for Federal income tax purposes does not
necessarily result in an exemption under the income or other tax laws of any
state or local taxing authority. Shareholders of the Fund may be exempt from
state and local taxes on distributions of tax exempt interest income derived
from obligations of the state and/or municipalities of the state in which they
may reside but may be subject to tax on income derived from obligations of other
jurisdictions. Shareholders should consult their own tax advisors about the
status of distributions from the Fund in their own states and localities.

GENERAL INFORMATION

The Fund was incorporated under the laws of the State of Maryland on November
18, 1988 and it is registered with the Securities and Exchange Commission as a
diversified, open-end, investment company.

The Fund prepares semi-annual unaudited and annual audited reports which include
a list of investment securities held by the Fund and which are sent to
shareholders.

As a general matter, the Fund will not hold annual or other meetings of the
Fund's shareholders. This is because the By-laws of the Fund provide for annual
meetings only (i) for the election of directors; (ii) for approval of the Fund's
revised investment advisory agreement with respect to a particular class or
series of stock; (iii) for ratification of the selection of independent public
accountants; (iv) for approval of revisions to the Fund's distribution agreement
with respect to a particular class or series of stock; or (v) upon the written
request of shareholders entitled to cast not less than 25% of all the votes
entitled to be cast at such meeting. Annual and other meetings may be required
with respect to such additional matters relating to the Fund as may be required
by the 1940 Act including the removal of Fund director(s) and communication
among shareholders, any registration of the Fund with the Securities and
Exchange Commission or any state, or as the Directors may consider necessary or
desirable. Each Director serves until the next meeting of the shareholders
called for the purpose of considering the election or reelection of such
Director or of a successor to such Director, and until the election and
qualification of his or her successor, elected at such a meeting, or until such
Director sooner

15
<PAGE>

dies, resigns, retires or is removed by the vote of the shareholders.

For further information with respect to the Fund and the shares offered hereby,
reference is made to the Fund's registration statement filed with the Securities
and Exchange Commission, including the exhibits thereto. The registration
statement and the exhibits thereto may be examined at the Securities and
Exchange Commission and copies thereof may be obtained upon payment of certain
duplicating fees.

NET ASSET VALUE

The net asset value of the Fund's shares is determined as of 12 noon, New York
City time, on each Fund Business Day. Fund Business Day means weekdays (Monday
through Friday) except customary national business holidays and Good Friday. It
is computed by dividing the value of the Fund's net assets (i.e., the value of
its securities and other assets less its liabilities, including expenses payable
or accrued but excluding capital stock and surplus) by the total number of
shares outstanding.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the provisions of Rule 2a-7 under the 1940 Act. Amortized cost valuation
involves valuing an instrument at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium, except that if fluctuating
interest rates cause the market value of the Fund's portfolio to deviate more
than 1/2 of 1% from the value determined on the basis of amortized cost, the
Board of Directors will consider whether any action should be initiated.
Although the amortized cost method provides certainty in valuation, it may
result in periods during which the value of an instrument is higher or lower
than the price an investment company would receive if the instrument were sold.
The Fund intends to maintain a stable net asset value at $1.00 per share
although there can be no assurance that this will be achieved.

CUSTODIAN AND TRANSFER AGENT

Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, is the custodian for the Fund's cash and securities. Reich & Tang
Services L.P., 600 Fifth Avenue, New York, New York 10020 is the transfer agent
for the shares of the Fund. The Fund's custodian and transfer agent do not
assist in, and are not responsible for, investment decisions involving assets of
the Fund.

<PAGE>

TABLE OF CONTENTS

Table of Fees and Expenses......................... 2
Financial Highlights............................... 2
Introduction....................................... 3
Investment Objectives,
Policies and Risks............................ 4
Management of the Fund............................. 7 TAX EXEMPT
Description of Common Stock........................ 9 PROCEEDS
Dividends and Distributions........................ 9 FUND, INC.
How to Purchase and Redeem Shares.................. 9
Direct Purchase and
Redemption Procedures...........................10 PROSPECTUS
Initial Purchase of Shares.......................11 November 1, 1997
Subsequent Purchases of Shares...................11
Redemption of Shares.............................11
Distribution and Service Plan......................13
Federal Income Taxes...............................14
General Information................................15
Net Asset Value....................................16
Custodian and Transfer Agent.......................16

16
<PAGE>

TAX EXEMPT 600 Fifth Avenue, New York, NY 10020
PROCEEDS FUND, INC. (800) 221-3079
================================================================================

STATEMENT OF ADDITIONAL INFORMATION
November 1, 1997

This Statement of Additional Information, although not in itself a Prospectus,
expands upon and supplements the information contained in the current Prospectus
of Tax Exempt Proceeds Fund, Inc. (the "Fund"), dated November 1, 1997 and
should be read in conjunction with the Prospectus. The Fund's Prospectus may be
obtained by writing or calling the Fund. This Statement of Additional
Information is incorporated by reference into the Prospectus in its entirety.

<TABLE>
<CAPTION>
Table of Contents
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Investment Objectives, Policies and Risks............2 Expense Limitations...............................11
Description of Municipal Obligations.................3 Management of the Fund............................11
Variable Rate Demand Instruments Compensation Table................................12
and Participation Certificates................4 Counsel and Accountants...........................13
When-Issued Securities...............................5 Distribution and Service Plan.....................13
Stand-by Commitments.................................6 Description of Common Stock.......................13
Investment Restrictions..............................7 Federal Income Taxes..............................14
Portfolio Transactions...............................8 Custodian and Transfer Agent .....................16
How to Purchase and Redeem Shares....................8 Description of Ratings............................17
Net Asset Value......................................8 Report of Independent Accountants.................19
Yield Quotations.....................................9 Financial Statements..............................20
Manager..............................................9

- ------------------------------------------------------------------------------------------------------------------
</TABLE>
1
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RISKS

As stated in the Prospectus, the Fund is a diversified, open-end, investment
company whose investment objectives are to provide its investors with high
current interest income exempt from regular Federal income taxes, preservation
of capital and liquidity. The Fund will only invest in securities that would
qualify an investment in the Fund as an investment in "tax exempt bonds" as
defined in Section 150(a)(6) of the Internal Revenue Code of 1986, as amended
(the "Code") and amplified in Treasury Department Regulations. Therefore, Fund
shareholders that are tax exempt bond issuers are expected to be exempt from the
arbitrage rebate provisions of the Code with respect to income from the Fund.
There can be, of course, no assurance that the Fund will achieve its investment
objectives. The following discussion expands upon the description of the Fund's
investment objectives, policies and risks in the Prospectus.

The Fund's assets will be invested primarily in short-term high quality, tax
exempt fixed rate and variable rate obligations issued by or on behalf of states
and municipal governments and their authorities, agencies, instrumentalities and
political subdivisions ("Municipal Obligations") and in participation
certificates in such obligations purchased from banks, insurance companies or
other financial institutions, where such securities and participation
certificates therein meet this Federal income tax definition. The Fund will not
invest in Municipal Obligations the interest income on which may be subject to
the Federal individual alternative minimum tax. The Fund seeks to maintain an
investment portfolio with a dollar-weighted average maturity of 90 days or less,
and to value its investment portfolio at amortized cost and maintain a net asset
value of $1.00 per share. There can be no assurance that this value will be
maintained. The Fund may hold uninvested cash reserves pending investment. The
Fund's investments may include "when-issued" Municipal Obligations and stand-by
commitments. The Fund expects to invest its assets in participation certificates
issued by banks in industrial revenue bonds (issued before August 8, 1986) and
other Municipal Obligations. In view of this investment in bank participation
certificates in Municipal Obligations, an investment in Fund shares should be
made with an understanding of the characteristics of the banking industry and
the risks which such an investment may entail. (See "Variable Rate Demand
Instruments and Participation Certificates" herein.) The investment objectives
of the Fund described in this paragraph may not be changed unless approved by
the holders of a majority of the outstanding shares of the Fund that would be
affected by such a change; except that the Fund's fundamental investment
policies of investing in securities that would qualify an investment in the Fund
as a "tax exempt bond" and of not investing in securities the interest income on
which may be subject to the Federal individual alternative minimum tax, may only
be changed with the approval of 90% of the Fund's outstanding shares. As used
herein, the term "majority of the outstanding shares" of the Fund means,
respectively, the vote of the lesser of (i) 67% or more of the shares of the
Fund present at a meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy or (ii) more than 50% of
the outstanding shares of the Fund.

The Fund may only purchase United States dollar-denominated Municipal
Obligations that have been determined by the Fund's Board of Directors to
present minimal credit risks and that are Eligible Securities at the time of
acquisition. The term Eligible Securities means (i) Municipal Obligations with
remaining maturities of 397 days or less and rated in the two highest short-term
rating categories by any two nationally recognized statistical rating
organizations ("NRSROs") or in such categories by the only NRSRO that has rated
the Municipal Obligations (collectively, the "Requisite NRSROs") (acquisition in
the latter situation must also be ratified by the Board of Directors); (ii)
Municipal Obligations with remaining maturities of 397 days or less but that at
the time of issuance were long-term securities (i.e., with maturities greater
than 366 days) and whose issuer has received from the Requisite NRSROs a rating
with respect to comparable short-term debt in the two highest short-term rating
categories; and (iii) unrated Municipal Obligations determined by the Fund's
Board of Directors to be of comparable quality. Where the issuer of a long-term
security with a remaining maturity which would otherwise qualify it as an
Eligible Security, does not have rated short-term debt outstanding, the
long-term security is treated as unrated but may not be purchased if it has a
long-term rating from any NRSRO that is below the two highest long-term
categories. A determination of comparability by the Board of Directors is made
on the basis of its credit evaluation of the issuer, which may include an
evaluation of a letter of credit, guarantee, insurance or other credit facility
issued in support of the Municipal Obligations or participation certificates.
(See "Variable Rate Demand Instruments and Participation Certificates" herein.
While there are several organizations that currently qualify as NRSROs, two
examples of NRSROs are Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies ("S&P") and Moody's Investors Service, Inc. ("Moody's").
The two highest ratings by S&P and Moody's are "AAA" and "AA" by S&P in the case
of long-term bonds and notes, or "Aaa" and "Aa" by Moody's in the case of bonds;
"SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by Moody's in the case of notes
"A-1" and "A-2" by S&P or "Prime-1" and "Prime-2" by Moody's in the case of tax
exempt commercial paper; "SP-1/AA" by S&P or "VMIG-1" and "VMIG-2" by Moody's in
the case of variable and floating rate demand notes. Instruments may produce a
lower yield than would be available from less highly rated instruments. (See
"Description of Ratings" herein.)

All investments by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition and the average maturity of the Fund's
portfolio (on a dollar-weighted basis) will be 90 days or less. For purposes of
determining whether a variable rate demand instrument held by the Fund matures
within 397 days from the date of its acquisition, the maturity of the instrument
will be deemed to be the longer of (1) the period required before the Fund is

2
<PAGE>

entitled to receive payment of the principal amount of the instrument through
demand or (2) the period remaining until the instrument's next interest rate
adjustment. The maturity of a variable rate demand instrument will be determined
in the same manner for purposes of computing the Fund's dollar-weighted average
portfolio maturity.

DESCRIPTION OF MUNICIPAL OBLIGATIONS

As used herein, "Municipal Obligations" include the following as well as
"Variable Rate Demand Instruments and Participation Certificates" herein.

1. Municipal Bonds with remaining maturities of 397 days or less that are
Eligible Securities at the time of acquisition. Municipal Bonds are debt
obligations of states, cities, counties, municipalities and municipal
agencies (all of which are generally referred to as "municipalities") which
generally have a maturity at the time of issue of one year or more and
which are issued to raise funds for various public purposes such as
construction of a wide range of public facilities, to refund outstanding
obligations and to obtain funds for institutions and facilities.

The two principal classifications of Municipal Bonds are "general
obligation" and "revenue" bonds. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment
of principal and interest. Issuers of general obligation bonds include
states, counties, cities, towns and other governmental units. The principal
of, and interest on, revenue bonds are payable from the income of specific
projects or authorities and generally are not supported by the issuer's
general power to levy taxes. In some cases, revenues derived from specific
taxes are pledged to support payments on a revenue bond.

In addition, certain kinds of "private activity bonds" are issued by or on
behalf of public authorities to provide funding for various privately
operated industrial facilities (hereinafter referred to as "industrial
revenue bonds" or "IRBs"). Interest on the IRBs is generally exempt, with
certain exceptions, from Federal income tax pursuant to Section 103(a) of
the Code, provided the issuer and corporate obligor thereof continue to
meet certain conditions. (See "Federal Income Taxes" herein.) IRBs are, in
most cases, revenue bonds and do not generally constitute the pledge of the
credit of the issuer of such bonds. The payment of the principal and
interest on IRBs usually depends solely on the ability of the user of the
facilities financed by the bonds or other guarantor to meet its financial
obligations and, in certain instances, the pledge of real and personal
property as security for payment. If there is no established secondary
market for the IRBs, the IRBs or the participation certificates in IRBs
purchased by the Fund will be supported by letters of credit, guarantees,
insurance or other credit facilities that meet the definition of Eligible
Securities at the time of acquisition stated herein and provide a demand
feature which may be exercised by the Fund at any time to provide
liquidity. In accordance with investment restriction 7 (herein), the Fund
is permitted to invest up to 10% of the portfolio in high quality,
short-term Municipal Obligations (including IRBs) meeting the definition of
Eligible Securities at the time of acquisition that may not be readily
marketable or have a liquidity feature. The Fund will not invest in IRBs
(issued after August 7, 1986) the interest income from which may be subject
to the Federal individual alternative minimum tax.

In view of the investment of the Fund in IRBs (issued before August 8,
1986) and participation interests therein secured by letters of credit or
guarantees of banks, an investment in Fund shares should be made with an
understanding of the characteristics of the banking industry and the risks
which such an investment may entail. Banks are subject to extensive
governmental regulations which may limit both the amounts and types of
loans and other financial commitments which may be made and interest rates
and fees which may be charged. The profitability of this industry is
largely dependent upon the availability and cost of capital funds for the
purpose of financing lending operations under prevailing money market
conditions. Also, general economic conditions play an important part in the
operations of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability
to meet its obligations under a letter of credit.

2. Municipal Notes with remaining maturities of 397 days or less that are
Eligible Securities at the time of acquisition. The principal kinds of
Municipal Notes include tax anticipation notes, bond anticipation notes,
revenue anticipation notes and project notes. Notes sold in anticipation of
collection of taxes, a bond sale or receipt of other revenues are usually
general obligations of the issuing municipality or agency. Project notes
are issued by local agencies and are guaranteed by the United States
Department of Housing and Urban Development. Project notes are also secured
by the full faith and credit of the United States.

3. Municipal Commercial Paper that is an Eligible Security at the time of
acquisition. Issues of Municipal Commercial Paper typically represent very
short-term, unsecured, negotiable promissory notes. These obligations are
often issued to meet seasonal working capital needs of municipalities or to
provide interim construction financing and are paid from general revenues
of municipalities or are refinanced with long-term debt. In most cases
Municipal Commercial Paper is backed by letters of credit, lending
agreements, note repurchase agreements or other credit facility agreements
offered by banks or other institutions which may be called upon in the
event of default by the issuer of the commercial paper.

3
<PAGE>

4. Any other Federal tax exempt obligations issued by or on behalf of states
and municipal governments and their authorities, agencies,
instrumentalities and political subdivisions, whose inclusion in the Fund
would be consistent with the Fund's investment objectives and policies as
described under "Investment Objectives, Policies & Risks" in the Prospectus
and herein and permissible under Rule 2a-7 under the Investment Company Act
of 1940, as amended (the "1940 Act").

Subsequent to its purchase by the Fund, a rated Municipal Obligation may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs, the Board of Directors of the Fund shall reassess
promptly whether the Municipal Obligation presents minimal credit risks and
shall cause the Fund to take such action as the Board of Directors determines is
in the best interest of the Fund and its shareholders. However, reassessment is
not required if the Municipal Obligation is disposed of or matures within five
business days of the Manager becoming aware of the new rating and provided
further that the Board of Directors is subsequently notified of the Manager's
actions.

In addition, in the event that a Municipal Obligation (1) is in default, (2)
ceases to be an Eligible Security or (3) there is a determination that it no
longer presents minimal credit risks, the Fund will dispose of the Municipal
Obligation absent a determination by the Fund's Board of Directors that disposal
of the Municipal Obligation would not be in the best interest of the Fund. In
the event that the Municipal Obligation is disposed of it shall be disposed of
as soon as practicable consistent with achieving an orderly disposition by sale,
exercise of any demand feature or otherwise. In the event of a default with
respect to a Municipal Obligation which immediately before default accounted for
1/2 of 1% or more of the Fund's total assets, the Fund shall promptly notify the
Securities and Exchange Commission of such fact and of the actions that the Fund
intends to take in response to the situation. Certain Municipal Obligations
issued by instrumentalities of the United States Government are not backed by
the full faith and credit of the United States Treasury but only by the
creditworthiness of the instrumentality. The Fund's Board of Directors has
determined that any Municipal Obligation that depends directly, or indirectly
through a government insurance program or other guarantee, on the full faith and
credit of the United States Government will be considered to have a rating in
the highest category. Where necessary to ensure that the Municipal Obligations
are Eligible Securities, or where the obligations are not freely transferable,
the Fund will require that the obligation to pay the principal and accrued
interest be backed by an unconditional irrevocable bank letter of credit, a
guarantee, insurance or other comparable undertaking of an approved financial
institution that would qualify the investment as an Eligible Security.

Variable Rate Demand Instruments and Participation Certificates

Variable rate demand instruments that the Fund will purchase are tax exempt
Municipal Obligations that provide for a periodic adjustment in the interest
rate paid on the instrument and permit the holder to demand payment of the
unpaid principal balance plus accrued interest at specified intervals upon a
specified number of days' notice either from the issuer or by drawing on a bank
letter of credit, a guarantee, insurance or other credit facility issued with
respect to such instrument.

The variable rate demand instruments in which the Fund may invest are payable on
demand on not more than thirty calendar days' notice and may be exercised either
at any time or at specified intervals not exceeding 397 days depending upon the
terms of the instrument. Variable rate demand instruments that cannot be
disposed of properly within seven days in the ordinary course of business are
illiquid. The terms of the instruments provide that interest rates are
adjustable at intervals ranging from daily to up to 397 days and the adjustments
are based upon the "prime rate"* of a bank or other appropriate interest rate
adjustment index as provided in the respective instruments. The Fund will decide
which variable rate demand instruments it will purchase in accordance with
procedures prescribed by its Board of Directors to minimize credit risks. A fund
utilizing the amortized cost method of valuation under Rule 2a-7 of the 1940 Act
may purchase variable rate demand instruments only if (i) the instrument is
subject to an unconditional demand feature, exercisable by the Fund in the event
of a default in the payment of principal or interest on the underlying
securities, that is an Eligible Security or (ii) the instrument is not subject
to an unconditional demand feature but does qualify as an Eligible Security and
has a long-term rating by the Requisite NRSROs in one of the two highest rating
categories or, if unrated, a determination by the Board of Directors of
comparable quality. The Fund's Board of Directors may determine that an unrated
variable rate demand instrument meets the Fund's high quality criteria if it is
backed by a letter of credit or guarantee or insurance or other credit facility
that meets the quality criteria for the Fund stated herein or on the basis of a
credit evaluation of the underlying obligor. If an instrument is ever not deemed
to be an Eligible Security, the Fund either will sell it in the market or
exercise the demand feature.

The variable rate demand instruments that the Fund may invest in include
participation certificates purchased by the Fund from banks, insurance companies
or other financial institutions in fixed or variable rate, tax exempt Municipal
Obligations (expected to be concentrated in IRBs) owned by such institutions or
affiliated organizations. A participation
- --------------------------------------------------------------------------------
* The "prime rate" is generally the rate charged by a bank to its creditworthy
customers for short-term loans. The prime rate of a particular bank may differ
from other banks and will be the rate announced by each bank on a particular
day. Changes in the prime rate may occur with great frequency and generally
become effective on the date announced.
- --------------------------------------------------------------------------------

4
<PAGE>

certificate gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation and provides the demand repurchase
feature described below. Where the institution issuing the participation does
not meet the Fund's eligibility criteria, the participation is backed by an
irrevocable letter of credit or guaranty of a bank (which may be the bank
issuing the participation certificate, a bank issuing a confirming letter of
credit to that of the issuing bank, or a bank serving as agent of the issuing
bank with respect to the possible repurchase of the certificate of participation
or a bank serving as agent of the issuer with respect to the possible repurchase
of the issue) or insurance policy of an insurance company that the Board of
Directors of the Fund has determined meets the prescribed quality standards for
the Fund. The Fund has the right to sell the participation certificate back to
the institution and, where applicable, draw on the letter of credit, guarantee
or insurance on demand after no more than 30 days' notice either at any time or
at specified intervals not exceeding 397 days (depending on the terms of the
participation), for all or any part of the full principal amount of the Fund's
participation interest in the security, plus accrued interest. The institutions
issuing the participation certificates will retain a service and letter of
credit fee (where applicable) and a fee for providing the demand repurchase
feature, in an amount equal to the excess of the interest paid on the
instruments over the negotiated yield at which the participations were purchased
by the Fund. The total fees generally range from 5% to 15% of the applicable
prime rate or other interest rate index. With respect to insurance, the Fund
will attempt to have the issuer of the participation certificate bear the cost
of the insurance, although the Fund retains the option to purchase insurance if
necessary, in which case the cost of insurance will be an expense of the Fund
subject to the expense limitation. (See "Expense Limitation" herein.) The
Manager has been instructed by the Fund's Board of Directors to continually
monitor the pricing, quality and liquidity of the variable rate demand
instruments held by the Fund, including the participation certificates, on the
basis of published financial information and reports of the rating agencies and
other bank analytical services to which the Fund may subscribe.

While the value of the underlying variable rate demand instruments may change
with changes in interest rates generally, the variable rate nature of the
underlying variable rate demand instruments should minimize changes in value of
the instruments. Accordingly, as interest rates decrease or increase, the
potential for capital appreciation and the risk of potential capital
depreciation is less than would be the case with a portfolio of fixed income
securities. The portfolio may contain variable rate demand instruments on which
stated minimum or maximum rates, or maximum rates set by state law limit the
degree to which interest on such variable rate demand instruments may fluctuate;
to the extent it does, increases or decreases in value may be somewhat greater
than would be the case without such limits. Additionally, the portfolio may
contain variable rate demand participation certificates in fixed rate Municipal
Obligations. The Fund will not purchase participation certificates in fixed rate
tax exempt Municipal Obligations without obtaining an opinion of counsel that
the Fund will be treated as the owner thereof for Federal income tax purposes.
The fixed rate of interest on Municipal Obligations purchased by the Fund will
be a ceiling on the variable rate of the participation certificate. In the event
that interest rates increased so that the variable rate exceeded the fixed rate
on the Municipal Obligations, the Municipal Obligations could no longer be
valued at par and this may cause the Fund to take corrective action, including
the elimination of the instruments from the portfolio. Because the adjustment of
interest rates on the variable rate demand instruments is made in relation to
movements of the applicable banks' prime rates, or other interest rate
adjustment index, the variable rate demand instruments are not comparable to
long-term fixed rate securities. Accordingly, interest rates on the variable
rate demand instruments may be higher or lower than current market rates for
fixed rate obligations of comparable quality with similar maturities.

Because of the variable rate nature of the instruments, the Fund's yield will
decline and its shareholders will forego the opportunity for capital
appreciation during periods when prevailing interest rates have declined. On the
other hand, during periods where prevailing interest rates have increased, the
Fund's yield will increase and its shareholders will have reduced risk of
capital depreciation.

For purposes of determining whether a variable rate demand instrument held by
the Fund matures within 397 days from the date of its acquisition, the maturity
of the instrument will be deemed to be the longer of (1) the period required
before the Fund is entitled to receive payment of the principal amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment. The maturity of a variable rate demand instrument will be determined
in the same manner for purposes of computing the Fund's dollar-weighted average
portfolio maturity. If a variable rate demand instrument ceases to be an
Eligible Security, it will be sold in the market or through exercise of the
repurchase demand feature to the issuer.

When-Issued Securities

New issues of certain Municipal Obligations frequently are offered on a
when-issued basis. The payment obligation and the interest rate that will be
received on the Municipal Obligations are each fixed at the time the buyer
enters into the commitment although delivery and payment of the Municipal
Obligations normally take place within 45 days after the date of the Fund's
commitment to purchase. Although the Fund will only make commitments to purchase
when-issued Municipal Obligations with the intention of actually acquiring them,
the Fund may sell these securities before the settlement date if deemed
advisable by the Manager.

5
<PAGE>

Municipal Obligations purchased on a when-issued basis and the securities held
in the Fund's portfolio are subject to changes in value (both generally changing
in the same way, that is, both experiencing appreciation when interest rates
decline and depreciation when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Purchasing Municipal Obligations on
a when-issued basis can involve a risk that the yields available in the market
when the delivery takes place may actually be higher or lower than those
obtained in the transaction itself. A separate account of the Fund consisting of
cash or liquid debt securities equal to the amount of the when-issued
commitments will be established at the Fund's custodian bank. For the purpose of
determining the adequacy of the securities in the account, the deposited
securities will be valued at market value. If the market or fair value of such
securities declines, additional cash or highly liquid securities will be placed
in the account daily so that the value of the account will equal the amount of
such commitments by the Fund. On the settlement date of the when-issued
securities, the Fund will meet its obligations from then available cash flow,
sale of securities held in the separate account, sale of other securities or,
although it would not normally expect to do so, from sale of the when-issued
securities themselves (which may have a value greater or lesser than the Fund's
payment obligations). Sale of securities to meet such obligations may result in
the realization of capital gains or losses, which are not exempt from Federal
income tax.

Stand-By Commitments

When the Fund purchases Municipal Obligations it may also acquire stand-by
commitments from banks and other financial institutions with respect to such
Municipal Obligations. Under a stand-by commitment, a bank or broker-dealer
agrees to purchase at the Fund's option a specified Municipal Obligation at a
specified price with same day settlement. A stand-by commitment is the
equivalent of a "put" option acquired by the Fund with respect to a particular
Municipal Obligation held in its portfolio.

The amount payable to the Fund upon its exercise of a stand-by commitment
normally would be (1) the acquisition cost of the Municipal Obligation
(excluding any accrued interest that the Fund paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the security, plus (2) all interest accrued on
the security since the last interest payment date during the period the security
was owned by the Fund. Absent unusual circumstances relating to a change in
market value, the Fund would value the underlying Municipal Obligation at
amortized cost. Accordingly, the amount payable by a bank or dealer during the
time a stand-by commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation.

The Fund's right to exercise a stand-by commitment would be unconditional and
unqualified. A stand-by commitment would not be transferable by the Fund,
although it could sell the underlying Municipal Obligation to a third party at
any time.

The Fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary and
advisable, the Fund may pay for stand-by commitments either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to such a commitment (thus reducing the yield to maturity otherwise available
for the same securities). The total amount paid in either manner for outstanding
stand-by commitments held in the Fund's portfolio would not exceed 1/2 of 1% of
the value of the Fund's total assets calculated immediately after each stand-by
commitment was acquired.

The Fund would enter into stand-by commitments only with banks and other
financial institutions that, in the Manager's opinion, present minimal credit
risks and, where the issuer of the Municipal Obligation does not meet the
eligibility criteria, only where the issuer of the stand-by commitment has
received a rating which meets the eligibility criteria or, if not rated,
presents a minimal risk of default as determined by the Board of Directors. The
Fund's reliance upon the credit of these banks and broker-dealers would be
supported by the value of the underlying Municipal Obligations held by the Fund
that were subject to the commitment.

The Fund intends to acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The purpose of this practice is to permit the Fund to be fully
invested in securities the interest on which is exempt from Federal income taxes
while preserving the necessary liquidity to purchase securities on a when-issued
basis, to meet unusually large redemptions and to purchase at a later date
securities other than those subject to the stand-by commitment.

The acquisition of a stand-by commitment would not affect the valuation or
assumed maturity of the underlying Municipal Obligations which will continue to
be valued in accordance with the amortized cost method. Stand-by commitments
acquired by the Fund would be valued at zero in determining net asset value. In
those cases in which the Fund paid directly or indirectly for a stand-by
commitment, its cost would be reflected as unrealized depreciation for the
period during which the commitment is held by the Fund. Stand-by commitments
would not affect the dollar-weighted average maturity of the Fund's portfolio.
The maturity of a security subject to a stand-by commitment is longer than the
stand-by repurchase date.

6
<PAGE>

The stand-by commitments that the Fund may enter into are subject to certain
risks, which include the ability of the issuer of the commitment to pay for the
securities at the time the commitment is exercised, the fact that the commitment
is not marketable by the Fund, and that the maturity of the underlying security
will generally be different from that of the commitment.

In addition, the Fund may apply to the Internal Revenue Service for a ruling, or
seek from its counsel an opinion, that interest on Municipal Obligations subject
to stand-by commitments will be exempt from Federal income taxation (see
"Federal Income Taxes" herein). In the absence of a favorable tax ruling or
opinion of counsel, the Fund will not engage in the purchase of securities
subject to stand-by commitments.

INVESTMENT RESTRICTIONS

The Fund has adopted the following fundamental investment restrictions which may
not be changed unless approved by a majority of the outstanding shares of the
Fund; except that fundamental investment restriction number 2 below may only be
changed with the approval of 90% of the outstanding shares of the Fund. The Fund
may not:

1. Make portfolio investments other than as described under "Investment
Objectives, Policies & Risks" in the Prospectus and herein.

2. Purchase any security (i) the interest income on which may be subject to
the Federal individual alternative minimum tax or (ii) that would
disqualify an investment in the Fund as an investment in "tax exempt bonds"
as defined in Section 150(a) (6) of the Code.

3. Borrow Money. This restriction shall not apply to borrowings from banks for
temporary or emergency (not leveraging) purposes, including the meeting of
redemption requests that might otherwise require the untimely disposition
of securities, in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) valued at market less liabilities
(not including the amount borrowed) at the time the borrowing was made.
While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any investments. Interest paid on borrowings will reduce
net income.

4. Pledge, hypothecate, mortgage or otherwise encumber its assets, except in
an amount up to 15% of the value of its total assets and only to secure
borrowings for temporary or emergency purposes.

5. Sell securities short or purchase securities on margin, or engage in the
purchase and sale of put, call, straddle or spread options or in writing
such options, except to the extent that securities subject to a demand
obligation and stand-by commitments may be purchased as set forth under
"Investment Objectives, Policies and Risks."

6. Underwrite the securities of other issuers, except insofar as the Fund may
be deemed an underwriter under the Securities Act of 1933 in disposing of a
portfolio security.

7. Purchase securities subject to restrictions on disposition under the
Securities Act of 1933 ("restricted securities"). The Fund will not invest
more than 10% of the Fund's total net assets in securities that are not
readily marketable (including participation certificates and variable rate
demand instruments with a right to demand payment on more than 7 days
notice).

8. Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests, but this
shall not prevent the Fund from investing in Municipal Obligations secured
by real estate or interests in real estate.

9. Make loans to others.

10. Invest more than 5% of the value of its total assets in the securities of
issuers where the entity providing the revenues from which the issue is to
be paid has a record, including predecessors, of fewer than three years of
continuous operation, except obligations issued or guaranteed by the United
States Government, its agencies or instrumentalities.

11. Invest more than 5% of its assets in the obligations of any one issuer
except for securities backed by the United States Government, or its
agencies or instrumentalities, which may be purchased without limitation,
and except to the extent that investment restriction 13 permits a single
bank to issue its letters of credit covering up to 10% of the total assets
of the Fund.

12. Purchase more than 10% of all outstanding voting securities of any one
issuer or invest in companies for the purpose of exercising control.

13. Invest more than 25% of its assets in the securities of "issuers" in any
single industry, provided that the Fund may invest more than 25% of its net
assets in IRBs bonds and that there shall be no limitation on the purchase
of those Municipal Obligations and other obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities. When
the assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating
the issuing entity and a security is backed only by the assets and revenues
of the entity, the entity would be deemed to be the sole issuer of the
security. Similarly, in

7
<PAGE>

the case of an IRB, if that bond is backed only by the assets and
revenues of the non-governmental user, then such non-governmental user
would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity, such as an insurance company or
other corporate obligor, guarantees a security or a bank issues a letter of
credit, such a guarantee or letter of credit would be considered a separate
security and would be treated as an issue of such government, other entity
or bank. With respect to 75% of the total amortized cost value of the
Fund's assets, not more than 5% of the Fund's assets may be invested in
securities that are subject to underlying puts from the same institution,
and no single bank shall issue its letter of credit and no single financial
institution shall issue a credit enhancement covering more than 5% of the
total assets of the Fund. However, if the puts are exercisable by the Fund
in the event of default on payment of principal and interest on the
underlying security, then the Fund may invest up to 10% of its assets in
securities underlying puts issued or guaranteed by the same institution;
additionally, a single bank can issue its letter of credit or a single
financial institution can issue a credit enhancement covering up to 10% of
the Fund's assets, where the puts offer the Fund such default protection.

14. Invest in securities of other investment companies except (i) the Fund may
purchase unit investment trust securities where such unit investment trust
meets the investment objectives of the Fund and then only up to 5% of the
Fund's net assets except as they may be acquired as part of a merger,
consolidation or acquisition of assets and (ii) as permitted by Section
12(d) of the 1940 Act.

15. Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with any permitted borrowing.

If a percentage restriction is adhered to at the time of an investment, a later
increase or decrease in percentage resulting from a change in values of
portfolio securities or in the amount of the Fund's assets will not constitute a
violation of such restriction.

PORTFOLIO TRANSACTIONS

The Fund's purchases and sales of portfolio securities usually are principal
transactions. Portfolio securities are normally purchased directly from the
issuer, from banks and financial institutions or from an underwriter or market
maker for the securities. There usually are no brokerage commissions paid for
such purchases. Any transaction for which the Fund pays a brokerage commission
will be effected at the best price and execution available. Purchases from
underwriters of portfolio securities include a commission or concession paid by
the issuer to the underwriter, and purchases from dealers serving as market
makers include the spread between the bid and asked price. The Fund purchases
participation certificates in variable rate Municipal Obligations with a demand
feature from banks or other financial institutions at a negotiated yield to the
Fund based on the applicable interest rate adjustment index for the security.
The interest received by the Fund is net of a fee charged by the issuing
institution for servicing the underlying obligation and issuing the
participation certificate, letter of credit, guarantee or insurance and
providing the demand repurchase feature.

Allocation of transactions, including their frequency, to various dealers is
determined by the Manager in its best judgment and in a manner deemed in the
best interest of shareholders of the Fund rather than by any formula. The
primary consideration is prompt execution of orders in an effective manner at
the most favorable price.

Investment decisions for the Fund will be made independently from those for any
other investment companies or accounts that may be or become managed by the
Manager or its affiliates. If, however, the Fund and other investment companies
or accounts managed by the Manager are simultaneously engaged in the purchase or
sale of the same security, the transactions may be averaged as to price and
allocated equitably to each account. In some cases, this policy might adversely
affect the price paid or received by the Fund or the size of the position
obtainable for the Fund. In addition, when purchases or sales of the same
security for the Fund and for other investment companies managed by the Manager
occur contemporaneously, the purchase or sale orders may be aggregated in order
to obtain any price advantage available to large denomination purchasers or
sellers.

No portfolio transactions are executed with the Manager or its affiliates acting
as principal.

HOW TO PURCHASE AND REDEEM SHARES

The material relating to the purchase and redemption of shares in the Prospectus
is herein incorporated by reference.

NET ASSET VALUE

The Fund does not determine net asset value per share on the following holidays:
New Year's Day, Martin Luther King Jr.'s Birthday, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The net asset value of the Fund's shares is determined as of 12 noon, New York
City time, on each Fund Business Day. It is computed by dividing the value of
the Fund's net assets (i.e., the value of its securities and other assets less

8
<PAGE>

its liabilities, including expenses payable or accrued but excluding capital
stock and surplus) by the total number of shares outstanding.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the provisions of Rule 2a-7 under the 1940 Act. Amortized cost valuation
involves valuing an instrument at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium, except that if fluctuating
interest rates cause the market value of the Fund's portfolio to deviate more
than 1/2 of 1% from the value determined on the basis of amortized cost, the
Board of Directors will consider whether any action should be initiated, as
described in the following paragraph. Although the amortized cost method
provides certainty in valuation, it may result in periods during which the value
of an instrument is higher or lower than the price an investment company would
receive if the instrument were sold.

The Fund's Board of Directors has established procedures to stabilize the Fund's
net asset value at $1.00 per share. These procedures include a review of the
extent of any deviation of net asset value per share, based on available market
rates, from the Fund's $1.00 amortized cost per share. Should that deviation
exceed 1/2 of 1%, the Board will consider whether any action should be initiated
to eliminate or reduce material dilution or other unfair results to
shareholders. Such action may include redemption of shares in kind, selling
portfolio securities prior to maturity, reducing or withholding dividends and
utilizing a net asset value per share as determined by using available market
quotations. The Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less, will not purchase any instrument with a remaining maturity
greater than 397 days, will limit portfolio investments to those United States
dollar-denominated instruments that the Fund's Board of Directors determines
present minimal credit risks, and will comply with certain reporting and
recordkeeping procedures. The Fund has also established procedures to ensure
compliance with the requirement that portfolio securities are Eligible
Securities. (See "Investment Objectives, Policies and Risks" herein.)

YIELD QUOTATIONS

The Fund calculates a seven-day yield quotation using a standard method
prescribed by the rules of the Securities and Exchange Commission. Under that
method, the Fund's yield figure, which is based on a chosen seven-day period, is
computed as follows: the Fund's return for the seven-day period (which is
obtained by dividing the net change in the value of a hypothetical account
having a balance of one share at the beginning of the period by the value of
such account at the beginning of the period (expected to always be $1.00) is
multiplied by (365/7) with the resulting annualized figure carried to the
nearest hundredth of one percent). For purposes of the foregoing computation,
the determination of the net change in account value during the seven-day period
reflects (i) dividends paid on the original share, and (ii) fees charged to all
shareholder accounts. Realized capital gains or losses and unrealized
appreciation or depreciation of the Fund's portfolio securities are not included
in the computation.

The Fund's "effective yield" is obtained by adjusting its "current yield" to
give effect to the compounding nature of the Fund, as follows: the unannualized
base period return is compounded and brought out to the nearest one hundredth of
one percent by adding one to the base period return, raising the sum to a power
equal to 365 divided by 7, and subtracting one from the result, i.e., effective
yield = (base period return + 1) 365/7 - 1.

Although published yield information is useful to investors in reviewing the
Fund's performance, investors should be aware that the Fund's yield fluctuates
from day to day. The Fund's yield for any given period is not an indication, or
representation by the Fund, of future yields or rates of return on the Fund's
shares, and may not provide a basis for comparison with bank deposits or other
investments that pay a fixed yield for a stated period of time.

Since dividends on Fund shares are declared daily and the interest portion paid
monthly, the Fund will also make available to investors yield quotations showing
the effect of monthly compounding of interest dividend payments.

The Fund may from time to time advertise its tax equivalent yield. The tax
equivalent yield is computed based upon a 30-day (or one month) period ended on
the date of the most recent balance sheet included herein, computed by dividing
that portion of the yield of the Fund (as computed pursuant to the formulae
previously discussed) which is tax exempt by one minus a stated income tax rate
and adding the product to that portion, if any, of the yield of the Fund that is
not tax exempt. The tax equivalent yield for the Fund may also fluctuate daily
and does not provide a basis for determining future yields.

The Fund's yield for the seven-day period ended September 30, 1996 was 3.54%
which is equivalent to an effective yield of 3.60%.

MANAGER

The Investment Manager for the Fund is Reich & Tang Asset Management L.P., a
Delaware limited partnership with principal offices at 600 Fifth Avenue, New
York, New York 10020. The Manager was at July 31, 1997, investment manager,
adviser, or supervisor with respect to assets aggregating in excess of $10.67
billion. In addition to the Fund, the Manager acts as investment manager and
administrator of fifteen other investment companies and also advises pension
trusts, profit-sharing trusts and endowments.

9
<PAGE>

New England Investment Companies, L.P. ("NEICLP") is the limited partner and
owner of a 99.5% interest in the Manager. Reich & Tang Asset Management, Inc. (a
wholly-owned subsidiary of NEICLP) is the general partner and owner of the
remaining .5% interest of the Manager. Reich & Tang Asset Management L.P. has
succeeded NEICLP as the Manager of the Fund.

On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company ("MetLife") merged, with
MetLife being the continuing company. The Manager remains an indirect
wholly-owned subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its
sole general partner, is now an indirect subsidiary of MetLife. Also, MetLife
New England Holdings, Inc. a wholly-owned subsidiary of MetLife, owns
approximately 48.5% of the outstanding limited partnership interest of NEICLP
and may be deemed a "controlling person" of the Manager. Reich & Tang, Inc. owns
approximately 16% of the outstanding partnership units of NEICLP.

MetLife is a mutual life insurance company with assets of $297.6 billion at
December 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. MetLife provides a wide range of insurance and
investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force, which exceeded $1.6 trillion at December 31, 1996 for MetLife and its
insurance affiliates. MetLife and its affiliates provide insurance or other
financial services to approximately 36 million people worldwide.

NEIC is a holding company offering a broad array of investment styles across a
wide range of asset categories through thirteen subsidiaries, divisions and
affiliates to institutional clients. Its business units, in addition to the
Manager, include AEW Capital Management, L.P., Back Bay Advisors, L.P., Capital
Growth Management, L.P., Graystone Partners, L.P., Harris Associates, L.P.,
Jurika & Voyles, L.P, New England Funds, L.P., New England Investment
Associates, Inc., Snyder Capital Management, Inc., Vaughan, Nelson, Scarborough
& McConnell L.P., and Westpeak Investment Advisors, L.P. These affiliates in the
aggregate are investment advisors or managers to 80 other registered investment
companies.

The merger between The New England and MetLife resulted in an "assignment" of
the Investment Management Contract relating to the Fund. Under the 1940 Act,
such an assignment caused the automatic termination of this agreement. On June
27, 1996, the Board of Directors, including a majority of the directors who are
not interested persons (as defined in the 1940 Act) of the Fund or the Manager,
approved a new Investment Management Contract effective August 30, 1996, which
has a term which extends to December 311, 1997 and may be continued in force
thereafter for successive twelve-month periods beginning each January 1,
provided that such continuance is specifically approved annually by majority
vote of the Fund's outstanding voting securities or by its Board of Directors,
and in either case by a majority of the directors who are not parties to the
Investment Management Contract or interested persons of any such party, by votes
cast in person at a meeting called for the purpose of voting on such matter.

The new Investment Management Contract was approved by a majority of the Fund's
shareholders on March 13, 1996, and contains the same terms and conditions
governing the Manager's investment management responsibilities as the Fund's
previous Investment Management Contract with the Manager, except as to the date
of execution and termination.

The merger and the change in control of the Manger is not expected to have any
impact upon the Manager's performance of its responsibilities and obligations
under the new Investment Management Contract.

The Manager provides persons satisfactory to the Board of Directors of the Fund
to serve as officers of the Fund. Such officers, as well as certain other
employees and directors of the Fund, may be directors or officers of Reich &
Tang Asset Management, Inc., the sole general partner of the Manager or
employees of the Manager or its affiliates.

The Manager also performs clerical, accounting, office service and related
functions for the Fund and provides the Fund with personnel to (i) supervise the
performance of accounting and related services by Investors Fiduciary Trust
Company, the Fund's accounting or recordkeeping agent, (ii) prepare reports to
and filings with regulatory authorities, and (iii) perform such other services
as the Fund may from time to time request of the Manager. The personnel
rendering such services may be employees of the Manager, of its affiliates or of
other organizations. The Fund does not pay the Manager for such personnel.

The Investment Management Contract is terminable without penalty by the Fund on
sixty days' written notice when authorized either by majority vote of its
outstanding voting shares or by a vote of a majority of its Board of Directors,
or by the Manager on sixty days' written notice, and will automatically
terminate in the event of its assignment. The Investment Management Contract
provides that in the absence of willful misfeasance, bad faith or gross
negligence on
10

<PAGE>

the part of the Manager, or of reckless disregard of its obligations thereunder,
the Manager shall not be liable for any action or failure to act in accordance
with its duties thereunder.

For its services under the Investment Management Contract, the Manager receives
from the Fund a fee equal to .40% per annum of the Fund's average daily net
assets up to $250 million, .35% per annum of the average net assets between $250
million and $500 million and .30% per annum of the average daily net assets over
$500 million for managing the Fund's investment portfolio and performing related
administrative and clerical services (the "Management Fee"). The Investment
Management Contract also provides that the Manager will bear the cost of, or
reimburse the Fund for, all other expenses of the Fund. Therefore, the fees
payable under the Investment Management Contract will be the only expenses of
the Fund. The fees are accrued daily and paid monthly. Any portion of the total
fees received by the Manager may be used by the Manager to provide shareholder
and administrative services. For the Fund's fiscal years ended June 30, 1995,
1996 and 1997 the fees paid to the Manager were $652,164, $949,618 and $916,263
respectively. (See "Distribution and Service Plan" herein.)

EXPENSE LIMITATION

The Manager has agreed to reimburse the Fund for its expenses (exclusive of
interest, taxes, brokerage, and extraordinary expenses) which in any year exceed
the limits on investment company expenses prescribed by any state in which the
Fund's shares are qualified for sale. For the purpose of this obligation to
reimburse expenses, the Fund's annual expenses are estimated and accrued daily,
and any appropriate estimated payments are made to it on a monthly basis. In
addition to the obligations of the Manager to reimburse the Fund for its excess
expenses as described above, the Manager has, under the Investment Management
Contract, confirmed its obligation for payment of all other expenses of the Fund
(except for the Management Fee payable to the Manager under the Investment
Management Contract), including without limitation taxes, brokerage fees and
commissions, commitment fees, insurance premiums, interest charges and expenses
of the custodian, transfer agent and dividend disbursing agent's fees,
telecommunications expenses, auditing and legal expenses, bookkeeping agent
fees, costs of forming the corporation and maintaining corporate existence,
compensation of directors, officers and employees of the Fund and costs of other
personnel performing services for the Fund, costs of investor services,
shareholders' reports and corporate meetings, Securities and Exchange Commission
registration fees and expenses, state securities laws registration fees and
expenses, expenses of preparing and printing the Fund's Prospectus for delivery
to existing shareholders and of printing application forms for shareholder
accounts.

The Fund may from time to time hire its own employees or contract to have
management services performed by third parties as discussed herein, and the
management of the Fund intends to do so whenever it appears advantageous to the
Fund. The Fund's expenses for employees and for such services are among the
expenses borne by the Manager.

MANAGEMENT OF THE FUND

The Directors and Officers of the Fund and their principal occupations during
the past five years are set forth below. The address of each such person, unless
otherwise indicated, is 600 Fifth Avenue, New York, New York 10020. Directors
deemed to be "interested persons" of the Fund, as defined in the 1940 Act, are
indicated by an asterisk.

Marian R. Chertow, 42- Director of the Fund, is Senior Fellow at the National
Resource Recovery Association/U.S. Conference of Mayors since July 1988. Ms.
Chertow was President of the Connecticut Resources Recovery Authority from 1986
until 1988 and was previously Assistant Town Manager of the Town of Windsor,
Connecticut from 1983 until 1986. Her address is 35 Huntington Street, New
Haven, Connecticut 06511.

John C. Richmond, 73- Director of the Fund, was Deputy Treasurer - Debt
Management for the State of Connecticut from March 1975 until his retirement in
June 1987. His address is 69 Valley Brook Road, Centerville, Massachusetts
02632.

Glenn S. Klocko, 42- Director of the Fund, is Director of Finance, Town of Avon,
Connecticut since May 1988. Mr. Klocko was Deputy Controller, Town of
Wallingford, Connecticut from 1985 to 1988. His address is 60 West Main Street,
Avon, Connecticut 06001.

David P Warren, 43- Director of the Fund, is Assistant Treasurer of the State of
Connecticut since March 1995. Mr. Warren was formerly Vice President of CS First
Boston Corporation from September 1988 until February 1995. His address is 904
Washington Street, Wellsby, Massachusetts 02181.

Steven W. Duff, 43 - President and Chief Executive Officer of the Fund, is
President of the Mutual Funds division of the Manager since September 1994. Mr.
Duff was formerly Director of Mutual Fund Administration at NationsBank which he
was associated with from June 1981 to August 1994. Mr. Duff is President and a
Director of California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax
Free Income Fund, Inc., Cortland Trust, Inc., Daily Tax Free Income Fund, Inc.,
Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal Income
Fund, Inc., New York Daily Tax Free Income Fund, Inc., North Carolina Daily
Municipal Income Fund, Inc. and Short Term Income Fund, Inc., President and
Trustee of Florida Daily Municipal Income Fund, Institutional Daily Income Fund,
Pennsylvania Daily Municipal Income Fund, Executive Vice President of Reich &
Tang Equity Fund, Inc.

11
<PAGE>

Bernadette N. Finn, 49- Secretary of the Fund, is Vice President and Assistant
Secretary of the Mutual Funds division of the Manager since September 1993. Ms.
Finn was formerly Vice President and Assistant Secretary of Reich & Tang, Inc.
with which she was associated with from September 1970 to September 1993. Ms.
Finn is also Secretary of California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust, Inc., Daily Tax
Free Income Fund, Inc., Delafield Fund, Inc., Florida Daily Municipal Income
Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal
Income Fund, Inc., New York Daily Tax Free Income Fund, Inc., North Carolina
Daily Municipal Income Fund, Inc. and Pennsylvania Daily Municipal Income Fund,
a Vice President and Secretary of Delafield Fund, Inc., Institutional Daily
Income Fund, Reich & Tang Equity Fund, Inc. and Short Term Income Fund, Inc.

Molly Flewharty, 46- Vice President of the Fund, is Vice President of the Mutual
Funds division of the Manager since September 1993. Ms. Flewharty was formerly
Vice President of Reich & Tang, Inc. with which she was associated with from
December 1977 to September 1993. Ms. Flewharty is also Vice President of
California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax Free Income
Fund, Inc., Cortland Trust, Inc., Daily Tax Free Income Fund, Inc., Delafield
Fund, Inc., Florida Daily Municipal Income Fund, Institutional Daily Income
Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal
Income Fund, Inc., New York Daily Tax Free Income Fund, Inc., North Carolina
Daily Municipal Income Fund, Inc., Pennsylvania Daily Municipal Income Fund,
Reich & Tang Equity Fund, Inc. and Short Term Income Fund, Inc.

Dana E. Messina, 41 - Vice President of the Fund, is Executive Vice President of
the Mutual Funds division of the Manager since January 1995 and was Vice
President from September 1993 to January 1995. Ms. Messina was formerly Vice
President of Reich & Tang, Inc. with which she was associated with from December
1980 to September 1993. Ms. Messina is also Vice President of California Daily
Tax Free Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc.,
Cortland Trust, Inc., Daily Tax Free Income Fund, Inc., Delafield fund, Inc.,
Florida Daily Municipal Income Fund, Institutional Daily Income Fund, Michigan
Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc.,
New York Daily Tax Free Income Fund, Inc., North Carolina Daily Municipal Income
Fund, Inc., Pennsylvania Daily Municipal Income Fund, Reich & Tang Equity Fund,
Inc. and Short Term Income Fund, Inc.

Richard De Sanctis, 41 - Treasurer of the Fund, is Vice President and Treasurer
of the Mutual Funds division of the Manager since September 1993. Mr. De Sanctis
was formerly Controller of Reich & Tang, Inc., from January 1991 to September
1993 and Vice President and Treasurer of Cortland Financial Group, Inc. and Vice
President of Cortland Distributors, Inc. from 1989 to December 1990. Mr. De
Sanctis is also Treasurer of California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc.,
Delafield Fund, Inc., Florida Daily Municipal Income Fund, Institutional Daily
Income Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily
Municipal Income Fund, Inc., New York Daily Tax Free Income Fund, Inc., North
Carolina Daily Municipal Income Fund, Inc., Pennsylvania Daily Municipal Income
Fund, Reich & Tang Equity Fund, Inc. and Short Term Income Fund, Inc. and is
Vice President and Treasurer of Cortland Trust, Inc.

Directors of the Fund not affiliated with the Manager receive from the Fund an
annual retainer of $1000 and a fee of $375 for each Board of Directors meeting
attended and are reimbursed for all out-of-pocket expenses relating to
attendance at such meetings. Directors who are affiliated with the Manager do
not receive compensation from the Fund. See Compensation Table.

<TABLE>
<CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C> <C>

(1) (2) (3) (4) (5)

Name of Person, Aggregate Compensation Pension or Retirement Estimated Annual Total Compensation from
Position from Registrant for Benefits Accrued as Part Benefits upon Fund and Fund Complex Paid
Fiscal of Fund Expenses Retirement to Directors*
Year

Marian R. Chertow,
Director $2,500 0 0 $2,500 (1 Fund)

John C. Richmond,
Director $2,500 0 0 $2,500 (1 Fund)

Glenn S. Klocko,
Director $0 0 0 $0 (1 Fund)

Ernest M. McNeill,
Jr. $0 0 0 $0 (1 Fund)
Director

David P. Warren,
Director $0 0 0 $0 (1 Fund)
</TABLE>

* The total compensation paid to such persons by the Fund and Fund Complex for
the fiscal year ending June 30, 1997 (and, with respect to certain of the funds
in the Fund Complex, estimated to be paid during the fiscal year ending June 30,
1997). The parenthetical number represents the number of investment companies
(including the Fund) from which such person receives compensation that are
considered part of the same Fund complex as the Fund, because, among other
things, they have a common investment advisor.

12
<PAGE>

COUNSEL AND ACCOUNTANTS

Legal matters in connection with the issuance of shares of stock of the Fund are
passed upon by Battle Fowler LLP, 75 East 55th Street, New York, New York 10022.

Coopers & Lybrand L.L.P., 1301 Avenue of Americas, New York, New York 10019,
independent accountants, have been selected as auditors for the Fund.

DISTRIBUTION AND SERVICE PLAN

Reich & Tang Asset Management, Inc. serves as the sole general partner for both
Reich & Tang Asset Management L.P. and Reich & Tang Distributors L.P. and Reich
& Tang Asset Management L.P. serves as the sole limited partner of the
Distributor.

There are no fees or expenses chargeable to the Fund under the Plan. The Fund's
Board of Directors has adopted the Plan in case certain expenses of the Fund are
deemed to constitute indirect payment by the Fund for distribution expenses. If
a payment of fees under the Investment Management Contract by the Fund to the
Manager should be deemed to be indirect financing by the Fund of the
distribution of its shares, such payments are authorized by the Plan.

Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund, will solicit orders for the purchase of the Fund's
shares, provided that any subscriptions and orders will not be binding on the
Fund until accepted by the Fund as principal. This consideration of $1.00 per
year is also subject to the Manager's expense reimbursement obligation and,
therefore, will not be an expense borne by the Fund. The shares of the Fund will
be offered primarily to entities that are issuers of tax exempt state and local
bonds, such as states and municipalities and their authorities, agencies,
instrumentalities and subdivisions.

The Plan provides that the Manager may make payments from time to time from its
own resources, which may include the Management Fee and past profits for the
following purposes: (i) to defray the costs of, and to compensate others, with
whom the Manager has entered into written agreements, for performing shareholder
servicing and related administrative functions on behalf of the Fund; (ii) to
compensate certain organizations for providing assistance in distributing the
Fund's shares; and (iii) to pay the costs of printing and distributing the
Fund's Prospectus to prospective investors; and to defray the cost of the
preparation and printing of brochures and other promotional materials, mailings
to prospective shareholders, advertising, and other promotional activities,
including the salaries and/or commissions of sales personnel in connection with
the distribution of the Fund's shares. The Distributor, in its sole discretion,
will determine the amount of such payments made pursuant to the Plan, provided
that such payments will not increase the amount which the Fund is required to
pay to the Manager and Distributor for any fiscal year under the Investment
Management Contract in effect for that year.

In accordance with Rule 12b-1, the Plan provides that all written agreements
relating to the Plan entered into between either the Fund or the Distributor and
other organizations must be in a form satisfactory to the Fund's Board of
Directors. In addition, the Plan requires the Fund and the Distributor to
prepare, at least quarterly, written reports setting forth all amounts expended
for distribution purposes by the Fund and the Distributor pursuant to the Plan
and identifying the distribution activities for which those expenditures were
made.

The Plan provides that it may continue in effect for successive annual periods
provided it is approved by a majority of the shareholders or by the Board of
Directors, including a majority of directors who are not interested persons of
the Fund and who have no direct or indirect interest in the operation of the
Plan or in the agreements related to the Plan. The Board of Directors approved
continuance of the Plan until December 31, 1997 at the Board of Directors
meeting held December 12, 1996. The Plan was approved by the shareholders of the
Fund at their first annual meeting held on December 11, 1989. The Plan further
provides that it may not be amended to increase materially the costs which may
be spent by the Fund for distribution pursuant to the Plan without shareholder
approval, and the other material amendments must be approved by the directors in
the manner described in the preceding sentence. The Plan may be terminated at
any time by a vote of a majority of the disinterested directors of the Fund or
the Fund's shareholders.

DESCRIPTION OF COMMON STOCK

The authorized capital stock of the Fund, which was incorporated on November 18,
1988 in Maryland, consists of twenty billion shares of stock having a par value
of one tenth of one cent ($.001) per share. Each share when issued will have
equal dividend, distribution and liquidation rights and each fractional share
has those rights in proportion to the percentage that the fractional share
represents of a whole share. Shares will be voted in the aggregate. There are no
conversion or preemptive rights in connection with any shares of the Fund. All
shares, when issued in accordance with

<PAGE>

the terms of the offering will be fully paid and nonassessable. Shares are
redeemable at net asset value, at the option of the shareholder. On September
30, 1997 there were 211,242,614 shares of the Fund outstanding. As of September
30, 1997 the amount of shares owned by all officers and directors of the Fund as
a group was less than 1% of the outstanding shares of the Fund.

Set forth below is certain information as to persons who owned greater than 5%
of the Fund's outstanding shares as of September 30, 1997.

Nature of

Name and Address % of Class Ownership

State of Connecticut
Inter-Agency/Intra-Agency GRTS 1169
55 Elm Street
Hartford, CT 06106-1764 16.28% Beneficial

State of Connecticut
Office of the Treasurer
Local Bridge Program #6301
55 Elm Street
Hartford, CT 06106-1724 13.29% Benefical

State of Connecticut
G.O. March 1992/STF
Office of the Treasurer
55 Elm Street
Hartford, CT 06106-1764 8.11% Beneficial

Unless requested specifically by an investor, the Fund will not issue
certificates evidencing Fund shares. The shares of the Fund have non-cumulative
voting rights, which means that the holders of more than 50% of the shares
outstanding voting for the election of directors can elect 100% of the directors
if the holders choose to do so, and, in that event, the holders of the remaining
shares will not be able to elect any person or persons to the Board of
Directors. The Fund's By-laws provide that the holders of one-third of the
outstanding shares of the Fund present at the meeting in person or proxy will
constitute a quorum for the transaction of business at a meeting, except that
the Articles of Incorporation provide that a meeting to consider an amendment to
the Fund's fundamental investment policies of investing in securities that would
qualify an investment in the Fund as a "tax exempt bond" and of not investing in
securities the interest income on which may be subject to the Federal individual
alternative minimum tax, 90% of the outstanding shares of the Fund effected by
the proposal must be present in person or by proxy to constitute a quorum for
this purpose.

As a general matter, the Fund will not hold annual or other meetings of the
Funds' shareholders. This is because the By-laws of the Fund provide for annual
meetings only (a) for the election of directors, (b) for approval of the Fund's
revised investment advisory agreement with respect to a particular class or
series of stock, (c) for ratification of the selection of independent public
accountants, (d) for approval of revisions to the Fund's distribution agreement
with respect to a particular class or series of stock, and (e) upon the written
request of holders of shares entitled to cast not less than 25% of all the votes
entitled to be cast at such meeting. Annual and other meetings may be required
with respect to such additional matters relating to the Fund as may be required
by the 1940 Act, including the removal of Fund director(s) and communication
among shareholders, any registration of the Fund with the Securities and
Exchange Commission or any state, or as the Directors may consider necessary or
desirable. Each Director serves until the next meeting of shareholders called
for the purpose of considering the election or reelection of such Director or of
a successor to such Director, and until the election and qualification of his or
her successor, elected at such meeting, or until such Director sooner dies,
resigns, retires or is removed by the vote of the shareholders.

FEDERAL INCOME TAXES

The Fund has elected to qualify under the Code of 1986, as a "regulated
investment company" that distributes "exempt-interest" dividends. The Fund
intends to continue to qualify for regulated investment company status. Such
qualification relieves the Fund of any liability for Federal income taxes to the
extent its earnings are distributed in accordance with the applicable provisions
of the Code.

14
<PAGE>

The Fund's policy is to distribute as dividends each year 100% and in no event
less than 90% of its tax exempt interest income and other income, net of certain
deductions. Exempt-interest dividends, as defined in the Code, are dividends or
any part thereof (other than any short or long-term capital gains distributions)
paid by the Fund that are attributable to interest on obligations, the interest
on which is exempt from regular Federal income tax, and designated by the Fund
as exempt-interest dividends in a written notice mailed to the Fund's
shareholders within 60 days after the close of its taxable year. The percentage
of the total dividends paid by the Fund during any taxable year that qualify as
exempt-interest dividends will be the same for all shareholders receiving
dividends during such year.

Exempt-interest dividends are to be treated by the Fund's shareholders as items
of interest excludible from their gross income under Section 103(a) of the Code.
However, a shareholder is advised to consult his tax advisor with respect to
whether exempt-interest dividends retain the exclusion under Section 103(a)(1)
of the Code if such shareholder would be treated as a "substantial user" or
"related person" under Section 147 (a) of the Code with respect to some or all
of the "private activity bonds", if any, held by the Fund. If a shareholder
receives an exempt-interest dividend with respect to any share and such share
has been held for six months or less, then any loss on the sale or exchange of
such share will be disallowed to the extent of the amount of such
exempt-interest dividend. The Code provides that interest on indebtedness
incurred, or continued, to purchase or carry certain tax exempt securities such
as shares of the Fund is not deductible. Therefore, among other consequences, a
certain proportion of interest on indebtedness incurred, or continued, to
purchase or carry securities on margin may not be deductible during the period
an investor holds shares of the Fund. Under the Tax Reform Act of 1986 (P.L.
99-514), as amended by the Technical and Miscellaneous Revenue Act of 1988
("TAMRA") (P.L. 100-647) and the Revenue Reconciliation Act of 1990 (P.L.
101-508), the amount of such interest received must be disclosed on the
shareholders' Federal income tax returns. Corporations are required to include
as an item of tax preference for purposes of the alternative minimum tax 75% of
the amount by which the adjusted current earnings (which will include tax exempt
interest) of the corporation exceeds the Federal alternative minimum taxable
income (determined without this item). In addition, in certain cases Subchapter
S corporations with accumulated earnings and profits from Subchapter C years
will be subject to a tax on "passive investment income", including tax exempt
interest.

If an issuer of a State or local tax exempt bond invests the proceeds of the
bond issue in any "tax exempt bond", the income on which is not an item of tax
preference and not includible in the Federal alternative minimum tax computation
for individual taxpayers, such issuer is not subject to the rebate provisions of
Code Section 148 as amended by TAMRA. The rebate provisions would require an
issuer that invests the bond proceeds in "higher yielding investments" (other
than in "tax exempt bonds") to rebate a portion of the income from such
investments, in order for the bond income to remain tax exempt to the bond
holders. The term "tax exempt bond" means any bond the interest on which is
excluded from gross income. Regulations provide that for purposes of the
arbitrage rebate provision of Section 148, the term "tax exempt bond" includes
an interest in a regulated investment company to the extent that at least 95% of
the income to the holder of the interest is interest that is excludable from
gross income under Section 103 of the Code. The Fund intends to comply with all
requirements that must be satisfied in order for an investment in its shares to
be treated as a "tax exempt bond" and will invest only in tax exempt bonds the
interest from which, in the opinion of bond counsel at the date of issuance or
in the opinion of Battle Fowler LLP, counsel to the Fund, is excludable from
gross income under Section 103 of the Code and is not subject to the Federal
individual alternative minimum tax provisions. If the Fund does not comply with
all requirements that must be satisfied in order for an investment in its share
to be treated as a "tax exempt bond" for arbitrage purposes, issuers who invest
in the Fund will be subject to the rebate provisions of Code Section 148.

Although it is not intended, it is possible that the Fund may realize short-term
or long-term capital gains or losses from its portfolio transactions. The Fund
may also realize short-term or long-term capital gains upon the maturity or
disposition of securities acquired at discounts resulting from market
fluctuations. Short-term capital gains will be taxable to shareholders as
ordinary income when they are distributed. Any net capital gains (the excess of
its net realized long-term capital gain over its net realized short-term capital
loss) will be distributed annually to the Fund's shareholders. The Fund will
have no tax liability with respect to distributed net capital gains and the
distributions will be taxable to shareholders as long-term capital gains
regardless of how long the shareholders have held Fund shares. However, Fund
shareholders who at the time of such a net capital gain distribution have not
held their Fund shares for more than six months, and who subsequently dispose of
those shares at a loss, will be required to treat such loss as a long-term
capital loss, regardless of the shareholder's actual holding period in such Fund
shares, to the extent of such net capital gain distribution. Distributions of
net capital gains will be designated as a capital gain dividend in a written
notice mailed to the Fund's shareholders not later than 45 days after the close
of the Fund's taxable year. Net capital gain realized by corporations are
generally taxable at the same rates as ordinary income. Net capital gains
realized by individuals are taxable at a maximum rate of 28% if the individual
has a holding period of moer than 12 months and 20% if the individual had a
holding period of more than 18 months.

The Fund intends to distribute at least 90% of its tax exempt interest income
and investment company taxable income (taxable income subject to certain
adjustments exclusive of the excess of its net long-term capital gain over its
net
15

<PAGE>

short-term capital loss) for each taxable year. The Fund will be taxed on any
undistributed investment company taxable income. To the extent such income is
distributed it will be taxable to shareholders as ordinary income. The Fund is
required to withhold 31% of taxable interest or dividend payments if a
shareholder fails to provide the Fund with a current taxpayer identification
number. Expenses paid or incurred by the Fund will be allocated between tax
exempt and taxable income in the same proportion as the amount of the Fund's tax
exempt income bears to the total of such exempt income and its gross income
(excluding from gross income the excess of capital gains over capital losses).

Dividends and distributions to shareholders will be treated in the same manner
for Federal income tax purposes whether received in cash or reinvested in
additional shares of the Fund.

With respect to the variable rate demand instruments, including participation
certificates therein, the Fund has obtained and is relying on the opinion of
bond counsel at the date of issuance or in the opinion of Battle Fowler LLP,
counsel to the Fund, that it will be treated for Federal income tax purposes as
the owner thereof and the interest on the underlying Municipal Obligations will
be tax exempt to the Fund. Counsel has pointed out that the Internal Revenue
Service has announced that it will not ordinarily issue advance rulings on the
question of ownership of securities or participation interests therein subject
to a put and could reach a conclusion different from that reached by counsel.

The Code provides that interest on indebtedness incurred or continued to
purchase or carry shares of the Fund is not deductible. Therefore, among other
consequences, a certain proportion of interest on indebtedness incurred, or
continued, to purchase or carry securities may not be deductible during the
period an investor holds shares of the Fund.

From time to time, proposals have been introduced before Congress to restrict or
eliminate the Federal income tax exemption for interest on Municipal
Obligations. If such a proposal were introduced and enacted in the future, the
ability of the Fund to pay exempt-interest dividends would be adversely affected
and the Fund would reevaluate its investment objective and policies and consider
changes in the structure.

In South Carolina v. Baker, the U.S. Supreme Court held that the Federal
government may constitutionally require states to register bonds they issue and
may subject the interest on such bonds to Federal tax if not registered, and the
Court further held that there is no constitutional prohibition against the
Federal government's taxing the interest earned on state or other municipal
bonds. The Supreme Court decision affirms the authority of the Federal
government to regulate and control bonds such as the Municipal Obligations and
to tax such bonds in the future. The decision does not, however, affect the
current exemption from taxation of the interest earned on the Municipal
Obligations in accordance with Section 103 of the Code.

The exemption for Federal income tax purposes of dividends derived from interest
on Municipal Obligations does not necessarily result in an exemption under the
income or other tax laws of any state or local taxing authority. Shareholders of
the Fund may be exempt from state and local taxes on distributions of tax exempt
interest income derived from obligations of the state and/or municipalities of
the state in which they may reside but may be subject to tax on income derived
from obligations of other jurisdictions. Shareholders are advised to consult
with their tax advisors concerning the application of state and local taxes to
investments in the Fund which may differ from the Federal income tax
consequences described above.

CUSTODIAN AND TRANSFER AGENT

Investors Fiduciary Trust Company, 127 West Tenth Street, Kansas City, Missouri
64105 is the Custodian for the Fund's cash and securities. Reich & Tang Services
L.P., 600 Fifth Avenue, New York, New York 10020 is the transfer agent for the
shares of the Fund. The Fund's custodian and transfer agent do not assist in and
are not responsible for any investment decisions involving assets of the Fund.

<PAGE>

DESCRIPTION OF RATINGS *

Description of Moody's Investors Service, Inc.'s Two Highest Municipal Bond
Ratings:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities, or fluctuation of prospective elements
may be of greater amplitude, or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

Con. (_____) - Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

Description of Moody's Investors Service, Inc.'s Two Highest Ratings of State
and Municipal Notes and Other Short-Term Loans:

Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade ("MIG"). A short term issue having a demand
feature (i.e., payment relying on external liquidity and usually payable on
demand rather than use of fixed maturity dates) is differentiated by Moody's
with the symbol VMIG, instead of MIG. This distinction is in recognition of the
differences between short-term credit risk and long-term risk. Factors affecting
the liquidity of the borrower are uppermost in importance in short-term
borrowing, while various factors of the first importance in bond risk are of
lesser importance in the short run. Symbols used will be as follows:

MIG-1 - Loans bearing this designation are of the best quality, enjoying strong
protection from established cash flows of funds for their servicing or from
established and broad-based access to the market for refinancing, or both.

MIG-2 - Loans bearing this designation are of high quality, with margins of
protection ample although not so large as in the preceding group.

Description of Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies
Two Highest Debt Ratings:

AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

Plus ( + ) or Minus ( - ): The AA rating may be modified by the addition of a
plus or minus sign to show relative standing within the AA rating category.

Provisional Ratings: - The letter "p" indicates that the rating is provisional.
A provisional rating assumes the successful completion of the project being
financed by the debt being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project, makes no comment on the likelihood of,
or the risk of default upon failure of, such completion. The investor should
exercise his own judgment with respect to such likelihood and risk.

Description of Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies
Two Highest Commercial Paper Ratings:

A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+) sign
designation.

A-2 - Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
A-1.

17
<PAGE>

S&P's top ratings for municipal notes issued after July 29, 1984 are SP-1 and
SP-2. The designation SP-1 indicates a very strong capacity to pay principal and
interest. A"+" is added for those issues determined to posses overwhelming
safety characteristics. An "SP-2" designation indicates satisfactory capacity to
pay principal and interest.

Description of Moody's Investors Service, Inc.'s Two Highest Commercial Paper
Ratings:

Moody's employs the following designations, both judged to be investment grade,
to indicate the relative repayment capacity of rated issues: Prime-1, highest
quality; Prime-2, higher quality.

* As described by the rating agencies.

18
<PAGE>
- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
REPORT OF INDEPENDENT ACCOUNTANTS

================================================================================

To The Board of Directors and Shareholders of
Tax Exempt Proceeds Fund, Inc.

We have audited the accompanying statement of net assets of Tax Exempt Proceeds
Fund, Inc. as of June 30, 1997 and the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1997 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Tax
Exempt Proceeds Fund, Inc. as of June 30, 1997, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended, in conformity with generally accepted accounting
principles.

[GRAPHIC OMITTED]

New York, New York
July 31, 1997

<PAGE>
- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
STATEMENT OF NET ASSETS
JUNE 30, 1997
================================================================================
<TABLE>
<CAPTION>

(Unaudited)
Ratings (a)
----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poor's
------ ---- ----- ------ ------- ------

Other Tax Exempt Investments (12.09%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 3,000,000 County of Los Angeles 1997-8 - Series A 06/30/98 3.80 % $ 3,018,720 MIG-1 SP-1+
5,000,000 Michigan Municipal Bond Authority RN - Series 1996A 07/03/97 3.85 5,000,158 SP-1+
3,000,000 Ohio School District Cash Flow 06/30/98 3.83 3,016,980 MIG-1 SP-1+
3,000,000 School District of The City of Detroit State School Aid Notes
(Wayne County) 05/01/98 3.85 3,014,520 SP-1+
5,000,000 State of Texas TRAN - Series 1996 08/29/97 3.85 5,006,605 MIG-1 SP-1+
5,000,000 State of Texas TRAN - Series 1996 08/29/97 3.90 5,006,196 MIG-1 SP-1+
------------ ------------
24,000,000 Total Other Tax Exempt Investments 24,063,179
------------ ------------
<CAPTION>
Variable Demand Rate Instruments (c) (53.29%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 3,870,000 Alabama HFA (Windscape Project)
LOC Amsouth Bank N.A. 12/01/03 4.30% $ 3,870,000 VMIG-1
4,085,000 Bexar County, TX HFDC (Air Force Village II) - Series 1985B
LOC Rabobank Nederland 03/01/12 4.13 4,085,000 A1+
1,570,000 Bloomington, IL Normal Airport Authority - Series 1995A 01/01/13 4.20 1,570,000 VMIG-1
100,000 Burke County, GA Development Authority PCRB
(Georgia Power Co. Vogtle Project) 09/01/26 4.05 100,000 VMIG-1 A1
3,650,000 City & County of Denver, CO Refunding MHRB
(Cotton Wood Creek Project)
LOC General Electric Capital Corporation 04/15/14 4.40 3,650,000 A1+
6,000,000 City of Baltimore, MD (HM Investments, Ltd.) - Series 1993
LOC Barclays Bank PLC 02/01/00 4.15 6,000,000 A1+
2,000,000 City of Detroit, MI Water Supply System RB
Second Lien Bonds - Series 1995 07/01/25 4.30 2,000,000 A1+
2,000,000 Clayton County, GA MHRB (Rainwood Development Project)
LOC Bankers Trust Company 05/01/06 4.25 2,000,000 A1+
3,000,000 Connecticut State Development Authority
(CT Light & Power Company Project) - Series 1993A
LOC Deutsche Bank A.G. 09/01/28 4.05 3,000,000 VMIG-1 A1+
6,700,000 Connecticut State Special Tax Obligation RB
(Second Lien Transportation Infrastructure)
LOC Commerzbank A.G. 12/01/10 4.10 6,700,000 VMIG-1 A1+
2,800,000 County of Franklin, OH Hospital Facilities
(Lutheran Senior City, Inc. Project) - Series 1994
LOC First National Bank of Chicago 05/01/15 4.15 2,800,000 VMIG-1

</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.
20
<PAGE>

- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
STATEMENT OF NET ASSETS (CONTINUED)
JUNE 30, 1997
================================================================================
<TABLE>
<CAPTION>
(Unaudited)
Ratings (a)
----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poor's
------ ---- ----- ------ ------- ------
Variable Demand Rate Instruments (c) (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 5,000,000 County of Hamilton Ohio Adjustable Rate
Hospital Facilities Revenue Bonds - 1997B
MBIA Insured 01/01/18 4.15% $ 5,000,000 VMIG-1 A1+
7,150,000 DeKalb County, GA Refunding MHRB - Series 1988
(Wood Hills Apartment Project)
LOC Bank of Montreal 12/01/07 4.20 7,150,000 A1+
1,400,000 Georgetown, KY Educational Institution Improvement
(Georgetown College)
LOC PNC Bank N.A. 06/01/04 4.25 1,400,000 VMIG-1
1,100,000 Greensboro, NC (Greensboro Coliseum) - Series A 12/01/15 4.20 1,100,000 A1+
1,750,000 Greensboro, NC Public Improvement - Series B 04/01/11 4.20 1,750,000 VMIG-1 A1+
1,950,000 Greensboro, NC Public Improvement - Series B 04/01/13 4.20 1,950,000 VMIG-1 A1+
5,400,000 Harris County, TX Health Facilities Hospital Revenue Bonds
(Memorial Hospital Systems) 06/01/24 4.15 5,400,000 VMIG-1 A1+
8,800,000 Idaho HFA (Holy Cross Health System) 12/01/23 4.15 8,800,000 VMIG-1 A1+
3,300,000 Illinois Educational Facilities Authority RB
(Chicago Children's Museum) - Series 1994
LOC First National Bank of Chicago 02/01/28 4.15 3,300,000 VMIG-1 A1+
4,000,000 Illinois HFA RB (Northwestern Memorial Hospital) - Series 1995 08/15/25 4.25 4,000,000 VMIG-1
2,500,000 Indiana HFA (Rehabilitation Hospital of Indiana)
LOC First National Bank of Chicago 11/01/20 4.20 2,500,000 VMIG-1
3,100,000 Jacksonville, FL IDRB
(University of Florida Health Science Center) - Series 1989
LOC Barnett Bank of Jacksonville 07/01/19 4.38 3,100,000 VMIG-1
2,500,000 Maryland State IDA RB (Johnson Control Incorporation) 12/01/03 4.35 2,500,000 VMIG-1 A1
6,950,000 Michigan State Hospital Financial Authority RB
(Chelsea Community Hospital)
LOC Comerica Bank 11/15/19 4.15 6,950,000 VMIG-1
3,000,000 Michigan State Strategic Fund PCRB
(Consumers Power Company Project) - Series 1993A
LOC Canadian Imperial Bank Of Commerce 06/15/10 4.25 3,000,000 A1+
4,420,000 Montgomery County MD, Housing Opportunities Commission MHRB
LOC General Electric Capital Corporation 11/01/07 4.35 4,420,000 A1+
4,285,000 New Hampshire HEFA RB - Series 1995
(Franklin Regional Hospital Association)
LOC Bank of Ireland 09/01/05 4.40 4,285,000 VMIG-1

</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.
21
<PAGE>

(Unaudited)
Ratings (a)
----------------
Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poors
------ ---- ----- ------ ------- -----
Variable Demand Rate Instruments (c) (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 2,200,000 New Hampshire HEFA RB (Alice Peck Day Memorial Hospital)
LOC Corestates Bank, N.A. 11/01/05 4.20% $ 2,200,000 VMIG-1
1,500,000 Pitkin County, CO IDRB (Aspen Skiing Company Project) - Series B
LOC First National Bank of Chicago 04/01/16 4.25 1,500,000 A1+
----------- ------------
106,080,000 Total Variable Demand Rate Instruments 106,080,000
----------- ------------
<CAPTION>
Put Bonds (10.51%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 7,500,000 Connecticut State Special Assessment Unemployment
Compensation Advance Fund RB - Series 93C
SBPA - FGIC Securities Purchase, Inc. (b) 07/01/98 3.90% $ 7,500,000 VMIG-1 A1+
2,360,000 Illinois Housing Development Authority Homeowner
Mortgage RB 1996 Sub Series F-1 12/18/97 3.65 2,360,000 VMIG-1 A1+
5,000,000 Intermountain Power Agency RB - Series 1985F
LOC Morgan Guaranty Trust Company 06/15/98 3.80 5,000,000 VMIG-1 A1+
6,060,000 Vermont State Educational & Health Building Finance Agency
(Middlebury College) 11/01/97 3.75 6,060,000 A1+
----------- -----------
20,920,000 Total Put Bonds 20,920,000
----------- -----------
<CAPTION>
Tax Exempt Commercial Paper (25.42%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 2,800,000 Burlington, KS PCRB Refunding & Improvement Revenue Bonds
(Kansas City Power & Light Company Project) - Series B
LOC Deutsche Bank A.G. 08/14/97 3.80% $ 2,800,000 P1 A1+
5,300,000 Burlington, KS PCRB Refunding & Improvement Revenue Bonds
(Kansas City Power & Light Company Project)
LOC Toronto-Dominion Bank 07/10/97 3.85 5,300,000 A1+
3,000,000 City of New York, N.Y. GO Bonds Fiscal 1996 - Series J-2
LOC Commerzbank A.G. 09/17/97 3.75 3,000,000 P1 A1+
4,000,000 Connecticut Municipal Electric Energy
Co-operative Power Supply Systems - Series A
LOC Fleet National Bank 07/02/97 3.95 4,000,000 P1 A1
3,000,000 Illinois Educational Facility Authority Revenue Notes
(Pooled Financing Program)
LOC Northern Trust 07/10/97 3.75 3,000,000 A1+
3,100,000 Intermountain Power Agency
Variable Rate Revenue & Refunding Bond - Series 1985F
LOC Swiss Bank Corp. 09/18/97 3.75 3,100,000 VMIG-1 A1+
10,000,000 Intermountain Power Authority
LOC Swiss Bank Corp. 08/20/97 3.45 10,000,000 VMIG-1 A1+

</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.
22
<PAGE>
- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
STATEMENT OF NET ASSETS (CONTINUED)
JUNE 30, 1997
================================================================================
<TABLE>
<CAPTION>
(Unaudited)
Ratings (a)
----------------

Face Maturity Value Standard
Amount Date Yield (Note 1) Moody's & Poor's
------ ---- ----- ------ ------- ------
Tax Exempt Commercial Paper (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 5,000,000 Maricopa County, AZ PCRB
(Southern California Edison) - Series 1985 07/10/97 3.85% $ 5,000,000 P1 A1
3,400,000 Rochester, MN Health Care Facility
(Mayo Foundation - Mayo Medical Center) - Series 1992C 07/10/97 3.40 3,400,000 P1 A1+
6,000,000 Sunshine State Government Finance Commission RB - Series 1986
LOC Union Bank of Switzerland/Morgan Guaranty/
National Westminster 07/16/97 3.45 6,000,000 VMIG-1
5,000,000 The Board of Regents of Texas
A & M University System - Series 1993 B 07/22/97 3.50 5,000,000 P1 A1+
----------- ------------
50,600,000 Total Tax Exempt Commercial Paper 50,600,000
----------- ------------
Total Investments (101.31%) (Cost $201,663,179+) 201,663,179
Liabilities in Excess of Cash and Other Assets (-1.31%) ( 2,613,018)
-----------
Net Assets (100.00%) 199,053,407 Shares Outstanding (Note 3) $ 199,050,161
============
Net Asset Value, offering and redemption price per share $ 1.00
============

+ Aggregate cost for federal income tax purposes is identical.

</TABLE>
FOOTNOTES:

(a) Unless the variable rate demand instruments are assigned their own ratings,
the ratings are those of the holding company of the bank whose letter of
credit guarantees the issue or the insurance company who insures the issue.
All letters of credit and insurance are irrevocable and direct pay covering
both principal and interest.

(b) Certain issuers have either a line of credit, a liquidity facility, a
standby purchase agreement or some other financing mechanism to ensure the
remarketing of the securities. This is not a guarantee and does not serve
to insure or collateralize the issue.

(c) Interest rates are adjustable on a daily, weekly or monthly basis. The rate
shown is the rate in effect at the date of this statement.
<TABLE>
<CAPTION>
KEY:
<S> <C> <C> <C> <C> <C>

FGIC = Financial Guaranteed Insurance Company MBIA = Municipal Bond Insurance Association

GO = General Obligation MHRB = Multifamily Housing Revenue Bond

HEFA = Health and Education Facilities Authority PCRB = Pollution Control Revenue Bond

HFA = Housing Finance Authority RB = Revenue Bond

HFDC = Health Facilities Development Corporation RN = Revenue Note

IDA = Industrial Development Authority SBPA = Standby Purchase Agreement

IDRB = Industrial Development Revenue Bond TRAN = Tax and Revenue Anticipation Note

LOC = Letter of Credit

</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
23
<PAGE>

- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1997
================================================================================
<TABLE>
<CAPTION>

INVESTMENT INCOME
<S> <C>
Interest income.............................................................. $ 8,192,103
Expenses (Note 2)............................................................ ( 916,263)
------------
Net investment income........................................................ 7,275,840

REALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments...................................... ( 1,065)
------------
Net increase in net assets from operations................................... $ 7,274,775
=============

</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.
24
<PAGE>

- --------------------------------------------------------------------------------
TAX EXEMPT PROCEEDS FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
================================================================================
<TABLE>
<CAPTION>
Year Year
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------

INCREASE (DECREASE) IN NET ASSETS
<S> <C> <C>

Operations:
Net investment income............................................ $ 7,275,840 $ 7,736,883
Net realized gain (loss) on investments.......................... ( 1,065) -0-
-------------- --------------
Net increase in net assets from operations....................... 7,274,775 7,736,883
Dividends to shareholders from net investment income................ ( 7,275,840) ( 7,736,883)
Net increase (decrease) from capital share transactions (Note 3) ( 55,199,971) 41,118,888
-------------- --------------
Total increase (decrease) in net assets...................... ( 55,201,036) 41,118,888
Net assets:
Beginning of year................................................ 254,251,197 213,132,309
--------------- --------------
End of year...................................................... $ 199,050,161 $ 254,251,197
=============== ==============

</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
25
<PAGE>
- --------------------------------------------------------------------------------

TAX EXEMPT PROCEEDS FUND, INC.
NOTES TO FINANCIAL STATEMENTS

================================================================================

1. Summary of Accounting Policies

Tax Exempt Proceeds Fund, Inc. is a no-load, diversified, open-end management
investment company registered under the Investment Company Act of 1940. This
Fund is a short term, tax exempt money market fund. Its financial statements are
prepared in accordance with generally accepted accounting principles for
investment companies as follows:

a) Valuation of Securities -

Investments are valued at amortized cost. Under this valuation method, a
portfolio instrument is valued at cost and any discount or premium is
amortized on a constant basis to the maturity of the instrument. The
maturity of variable rate demand instruments is deemed to be the longer of
the period required before the Fund is entitled to receive payment of the
principal amount or the period remaining until the next interest rate
adjustment.

b) Federal Income Taxes -

It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its tax exempt and taxable income, if any, to its shareholders.
Therefore, no provision for federal income tax is required. At June 30,
1997, the Fund had a capital loss carryforward of $2,181 and $1,065
available to offset future capital gains expiring June 30, 2001, and June
30, 2005, respectively.

c) Dividends and Distributions -

Dividends from investment income (excluding capital gains and losses, if
any, and amortization of market discount) are declared daily and paid
monthly. Distributions of net capital gains, if any, realized on sales of
investments are made after the close of the Fund's fiscal year, as declared
by the Fund's Board of Directors.

d) Use of Estimates -

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in
net assets from operations during the reporting period. Actual results
could differ from those estimates.

e) General -

Securities transactions are recorded on a trade date basis. Interest income
is accrued as earned. Realized gains and losses from securities
transactions are recorded on the identified cost basis.

2. Investment Management Fees and Other Transactions with Affiliates

Under the Investment Management Contract, the Fund pays an investment management
fee to Reich & Tang Asset Management, L.P. (the "Manager") at the annual rate of
.40 of 1% per annum of the Fund's average daily net assets up to $250 million;
.35 of 1% per annum of the average daily net assets between $250 million and
$500 million; and .30 of 1% per annum of the average daily net assets over $500
million. The Management Contract also provides that the Manager will bear the
cost of all other expenses of the Fund. Therefore, the fee payable under the
Management Contract will be the only expense of the Fund.
- --------------------------------------------------------------------------------
26
<PAGE>
- --------------------------------------------------------------------------------

TAX EXEMPT PROCEEDS FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

================================================================================

2. Investment Management Fees and Other Transactions with Affiliates (Continued)

Pursuant to a Distribution Plan adopted under Securities and Exchange Commission
Rule 12b-1, the Fund and the Manager have entered into a Distribution Agreement.
The Fund's Board of Directors has adopted the plan in case certain expenses of
the Fund are deemed to constitute indirect payments by the Fund for distribution
expenses.

3. Capital Stock

At June 30, 1997, 20,000,000,000 shares of $.001 par value stock were authorized
and paid in capital amounted to $199,053,407. Transactions in capital stock, all
at $1.00 per share, were as follows:
<TABLE>
<CAPTION>

Year Ended Year Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Sold.................................... 395,065,691 524,691,635
Issued on reinvestment of dividends..... 2,142,906 2,123,017
Redeemed................................ ( 452,408,568) ( 485,695,764)
-------------- --------------
Net increase (decrease)................. ( 55,199,971) 41,118,888
============== ==============
At June 30, 1997, the Fund had an accumulated net realized loss of $3,246.

4. Liabilities

At June 30, 1997, the Fund had the following liabilities:
Payables for securities purchases....... $ 9,050,220
Accrued management fee.................. 68,891
Dividends payable....................... 408,926
--------------
Total liabilities...................... $ 9,528,037
==============

</TABLE>

5. Financial Highlights

Reference is made to page 2 of the Prospectus for the Financial Highlights.

27
<PAGE>

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(A) Financial Statements

Included in Prospectus Part A:

(1) Per Share Data and Ratios

(2) Financial Highlights

Included in Statement of Additional Information:

(1) Report of Coopers & Lybrand L.L.P., independent accountants, dated
July 31, 1997;

(2) Statement of Net Assets June 30, 1997 (audited);

(3) Statement of Operations June 30, 1997 (audited);

(4) Statements of Changes in Net Assets June 30, 1997 and June 30,
1996.(audited);

(5) Notes to Financial Statements;

(B) Exhibits

** (1) Amended and Restated Articles of Incorporation of the Registrant.

** (2) By-Laws of the Registrant.

(3) Not applicable.

* (4) Form of certificate for shares of Common Stock, par value $.001
per share, of the Registrant.

(5) Investment Management Contract between the Registrant and New
England Investment Companies, L.P. filed as Exhibit 5 herein.

(6) Amended Distribution Agreement between the Registrant and Reich &
Tang Distributors L.P. filed as Exhibit 6 herein.

(7) Not applicable.

*** (8) Custody agreement between the Registrant and Investors Fiduciary
Trust Company.

* Filed with Pre-Effective Amendment No. 1 to said Registration Statement on
December 30, 1988 and is incorporated herein by reference.

** Filed with Pre-Effective Amendment No. 2 to said Registration Statement on
January 19, 1989 and is incorporated herein by reference.

*** Filed with Post-Effective Amendment No. 6 to said Registration Statement on
August 31, 1993 and is incorporated herein by reference.

C-1

<PAGE>

** (9) Sub-Transfer Agent Agreement Between Registrant and Investors
Financial Services Company.

* (10) Opinion of Messrs. Battle Fowler LLP as to the legality of the
Securities being registered, including their consent to the filing
thereof and to the use of their name under the headings "Federal
Income Taxes" in the Prospectus and in the Statement of Additional
Information and "Counsel and Auditors" in the Statement of Additional
Information and as to certain federal tax matters.

(11) Consent of Independent Accountants filed as Exhibit 11 herein.

(12) Not applicable.

* (13) Written assurance of New England Investment Companies, L.P. that
its purchase of shares of the registrant was for investment purposes
without any present intention of redeeming or reselling.

(14) Not applicable.

(15.1) Distribution and Service Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 filed as Exhibit 15.1 herein.

(15.2) Amended Distribution Agreement between the Registrant and Reich
& Tang Distributors L.P. filed as Exhibit 6 herein.

(16) Not Applicable.

(17) Financial Data Schedule filed as Exhibit 17 herein.

Item 25. Persons controlled by or Under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities.

Number of Record Holders

Title of Class as of September 30, 1997
--------------- ------------------------

Common Stock 917
(par value $.001)

Item 27. Indemnification.

Registrant incorporates herein by reference the response to Item 27 of
Pre-Effective Amendment No. 1 of this Registration Statement filed with the
Commission on December 30, 1988.

* Filed with Pre-Effective Amendment No. 2 to said Registration Statement on
January 19, 1989 and is incorporated herein by reference.

** Filed with Post-Effective Amendment No. 7 to said Registration Statement on
October 30, 1995 and is incorporated herein by reference.

C-2

<PAGE>

Item 28. Business and Other Connections of Investment Adviser.

The description of Reich & Tang Asset Management L.P. under the caption
"Management of the Fund" in the Prospectus and "Manager" and "Management of the
Fund" in the Statement of Additional Information constituting parts A and B,
respectively, of the Registration Statement are incorporated herein by
reference.

New England Investment Companies, L.P. ("NEICLP") is the limited partner and
owner of 99.5% interest in Reich & Tang Asset Management L.P. (the "Manager").
Reich & Tang Asset Management, Inc. ( a wholly-owned subsidiary of NEICLP) is
the sole general partner and owner of the remaining .5% interest of the Manager.
New England Investment Companies, Inc. ("NEIC"), a Massachusetts corporation,
serves as sole general partner of NEICLP. Reich & Tang Asset Management L.P.
succeeded NEICLP as the Manager of the Fund.

On August 30, 1996, The New England Mutual Life Insurance Company ("The New
England") and Metropolitan Life Insurance Company ("MetLife") merged, with
MetLife being the continuing company. The Manager remains a wholly-owned
subsidiary of NEICLP, but Reich & Tang Asset Management, Inc., its sole general
partner, is now an indirect subsidiary of MetLife. Also, MetLife New England
Holdings, Inc., a wholly-owned subsidiary of MetLife, owns approximately 48.5%
of the outstanding limited partnership interest of NEICLP and may be deemed a
"controlling person" of the Manager. Reich & Tang, Inc. owns approximately 16%
of the outstanding partnership units of NEICLP.

The Registrant's investment adviser, Reich & Tang Asset Management L.P. is a
registered investment adviser. Reich & Tang Asset Management L.P.'s investment
advisory clients include California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust, Inc., Daily Tax
Free Income Fund, Inc., Florida Daily Municipal Income Fund, Institutional Daily
Income Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily
Municipal Income Fund, Inc., New York Daily Tax Free Income Fund, Inc.,
Pennsylvania Daily Municipal Income Fund, Short Term Income Fund, Inc., and Tax
Exempt Proceeds Fund, Inc., registered investment companies whose addresses are
600 Fifth Avenue, New York, New York 10020,which invest principally in money
market instruments; Delafield Fund, Inc. and Reich & Tang Equity Fund, Inc., are
registered investment companies whose address is 600 Fifth Avenue, New York, New
York 10020, which invests principally in equity securities. In addition, RTAMLP
is the sole general partner of Alpha Associates L.P., August Associates L.P.,
Reich & Tang Minutus L.P., Reich & Tang Minutus II, L.P., Reich & Tang Equity
Partnerships L.P. and Tucek Partners L.P., private investment partnerships
organized as limited partnerships.

Peter S. Voss, President, Chief Executive Officer and a Director of NEIC since
October 1992, Chairman of the Board of NEIC since December 1992, Group Executive
Vice President, Bank of America, responsible for the global asset management
private banking businesses, from April 1992 to October 1992, Executive Vice
President of Security Pacific Bank, and Chief Executive Officer of Security
Pacific Hoare Govett Companies a wholly-owned subsidiary of Security Pacific
Corporation, from April 1988 to April 1992, Director of The New England since
March 1993, Chairman of the Board of Directors of NEIC's subsidiaries other than
Loomis, Sayles & Company, L.P. ("Loomis") and Back Bay Advisors, L.P. ("Back
Bay"), where he serves as a Director, and Chairman of the Board of Trustees of
all of the mutual funds in the TNE Fund Group and the Zenith Funds. G. Neil
Ryland, Executive Vice President, Treasurer and Chief Financial Officer NEIC
since July 1993, Executive Vice President and Chief Financial Officer of The
Boston Company, a diversified financial services company, from March 1989 until
July 1993, from September 1985 to December 1988, Mr. Ryland was employed by
Kenner Parker Toys, Inc. as Senior Vice President and Chief Financial Officer.
Edward N. Wadsworth, Executive Vice President, General Counsel, Clerk and
Secretary of NEIC since December 1989, Senior Vice President and Associate
General Counsel of The New England from 1984 until December 1992, and Secretary
of Westpeak and Draycott and the Treasurer of NEIC. Lorraine C. Hysler has been
Secretary of RTAM since July 1994, Assistant Secretary of NEIC since September
1993, Vice President of the Mutual Funds Group of NEICLP from September 1993
until July 1994, and Vice President of Reich & Tang Mutual Funds since July
1994.

C-3

<PAGE>

Ms. Hysler joined Reich & Tang, Inc. in May 1977 and served as Secretary from
April 1987 until September 1993. Richard E. Smith, III has been a Director of
RTAM since July 1994, President and Chief Operating Officer of the Capital
Management Group of NEICLP from May 1994 until July 1994, President and Chief
Operating Officer of the Reich & Tang Capital Management Group since July 1994,
Executive Vice President and Director of Rhode Island Hospital Trust from March
1993 to May 1994, President, Chief Executive Officer and Director of USF&G
Review Management Corp. from January 1988 until September 1992. Steven W. Duff
has been a Director of RTAM since October 1994, President and Chief Executive
Officer of Reich & Tang Mutual Funds since August 1994, Senior Vice President of
NationsBank from June 1981 until August 1994, Mr. Duff is President and a
Director of California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax
Free Income Fund, Inc., Daily Tax Free Income Fund, Inc., Michigan Daily Tax
Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc., New York
Daily Tax Free Income Fund, Inc., North Carolina Daily Municipal Income Fund,
Inc. and Short Term Income Fund, Inc., President and Trustee of Institutional
Daily Municipal Income Fund, Pennsylvania Daily Municipal Income Fund, President
and Chief Executive Officer of Tax Exempt Proceeds Fund, Inc., and Executive
Vice President of Reich & Tang Equity Fund, Inc. Bernadette N. Finn has been
Vice President/Compliance of RTAM since July 1994, Vice President of Mutual
Funds Division of NEICLP from September 1993 until July 1994, Vice President of
Reich & Tang Mutual Funds since July 1994. Ms. Finn joined Reich & Tang, Inc. in
September 1970 and served as Vice President from September 1982 until May 1987
and as Vice President and Assistant Secretary from May 1987 until September
1993. Ms. Finn is also Secretary of California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust, Inc., Delafield
Fund, Inc., Daily Tax Free Income Fund, Inc., Institutional Daily Municipal
Income Fund, Michigan Daily Tax Free Income Funds, Inc., New Jersey Daily
Municipal Income Fund, Inc., New York Daily Tax Free Income Fund, Inc., North
Carolina Daily Municipal Income Fund, Inc., Pennsylvania Daily Municipal Income
Fund and Tax Exempt Proceeds Fund, Inc., a Vice President and Secretary of Reich
& Tang Equity Fund, Inc. and Short Term Income Fund, Inc. Richard De Sanctis has
been Treasurer of RTAM since July 1994, Assistant Treasurer of NEIC since
September 1993 and Treasurer of the Mutual Funds Group of NEICLP from September
1993 until July 1994, Treasurer of the Reich & Tang Mutual Funds since July
1994. Mr. De Sanctis joined Reich & Tang, Inc. in December 1990 and served as
Controller of Reich & Tang, Inc., from January 1991 to September 1993. Mr. De
Sanctis was Vice President and Treasurer of Cortland Financial Group, Inc. and
Vice President of Cortland Distributors, Inc. from 1989 to December 1990. Mr. De
Sanctis is also Treasurer of California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc.,
Delafield Fund, Inc., Institutional Daily Municipal Income Fund, Michigan Daily
Tax Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc., New
York Daily Tax Free Income Fund, Inc., North Carolina Daily Municipal Income
Fund, Inc., Pennsylvania Daily Municipal Income Fund, Reich & Tang Equity Fund,
Inc., Short Term Income Fund, Inc. and Tax Exempt Proceeds Fund, Inc. and is
Vice President and Treasurer of Cortland Trust, Inc. Mr. Weiner has been Vice
President of RTAM since July 1994, has been Vice President of NEIC since
September 1993, Vice President of the Capital Management Group of NEIC from
September 1993 until July 1994, Vice President of Reich & Tang Asset Management
L.P Captial Management Group since July 1994. Mr. Weiner joined Reich & Tang,
Inc. in August 1970 and has served as a Vice President since September 1982.

Item 29. Principal Underwriters

(a) Reich & Tang Distributors L.P., the Registrant's Distributor, is
also distributor for California Daily Tax Free Income Fund, Inc., Connecticut
Daily Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc., Delafield
Fund, Inc., Florida Daily Municipal Income Fund, Institutional Daily Income
Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal
Income Fund, Inc., New York Daily Tax Free Income Fund, Inc., North Carolina
Daily
C-4

<PAGE>

Municipal Income Fund, Inc., Pennsylvania Daily Municipal Income Fund, Reich &
Tang Equity Fund, Inc., Short Term Income Fund, Inc. and Tax Exempt Proceeds
Fund, Inc.

(b) The following are the directors and officers of Reich & Tang Asset
Management, Inc., the general partner of Reich & Tang Distributors L.P. Reich &
Tang Distributors L.P. does not have any officers. The principal business
address of Messrs. Voss, Ryland, and Wadsworth is 399 Boylston Street, Boston,
Massachusetts 02116. For all other persons, the principal business address is
600 Fifth Avenue, New York, New York 10020.

Positions and Offices Positions and
with General Partner Offices With
Name of the Distributor Registrant

Peter S. Voss President and Director None
G. Neal Ryland Director None
Edward N. Wadsworth Clerk None
Richard E. Smith III Director None
Steven W. Duff Director President
Bernadette N. Finn Vice President - Compliance Secretary
Lorraine C. Hysler Secretary None
Richard De Sanctis Vice President and Treasurer Vice President
and Treasurer

Richard I. Weiner Vice President None

Item 30. Location of Accounts and Records.

Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained in the physical possession of Registrant at 600 Fifth
Avenue, New York, New York 10020 the Registrant's Manager, and at Investors
Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri 64105, the
Registrant's custodian.

Item 31. Management Services.

Not Applicable.

Item 32. Undertakings.

(a) Not applicable

(b) Not applicable

C-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 28th day of October, 1997.

TAX EXEMPT PROCEEDS FUND, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

SIGNATURE CAPACITY DATE

(l) Principal Executive
Officer:

/s/Steven W. Duff President 10/28/97

Steven W. Duff

(2) Principal Financial
and Accounting Officer:

/s/Richard De Sanctis Treasurer 10/28/97

Richard De Sanctis

(3) All Directors:

Marian R. Chertow Director
John C. Richmond Director
Glenn S. Klocko Director
Ernest M. Mcneill, Jr. Director
David P. Warren Director

By: /s/Bernadette N. Finn Director 10/28/97

Bernadette N. Finn
Attorney-in-Fact*

* Power of Attorney was filed on January 19, 1989 with Pre-Effective
Amendment No. 2.

C-6

Exhibit 5

INVESTMENT MANAGEMENT CONTRACT

TAX EXEMPT PROCEEDS FUND, INC.
New York, New York

August 30, 1996

Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10022

Gentlemen:

We herewith confirm our agreement with you as follows:

1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type, and in accordance with the
limitations, specified in our Articles of Incorporation, By-Laws and
Registration Statement filed with the Securities and Exchange Commission under
the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of
1933, including the Prospectus forming a part thereof (the "Registration
Statement"), all as from time to time in effect, and in such manner and to such
extent as may from time to time be authorized by our Board of Directors. We
enclose copies of the documents listed above and will furnish you such
amendments thereto as may be made from time to time.

2. (a) We hereby employ you to manage the investment and re-investment of our
assets as above specified, and, without limiting the generality of the
foregoing, to provide the management and other services specified below.

(b) Subject to the general control of our Board of Directors,
you will make decisions with respect to all purchases and sales of our portfolio
securities. To carry out such decisions, you are hereby authorized, as our agent
and attorney-in-fact, for our account and at our risk and in our name, to place
orders for the investment and reinvestment of our assets. In all purchases,
sales and other transactions in our portfolio securities you are authorized to
exercise full discretion and act for us in the same manner and with the same
force and effect as our corporation itself might or could do with respect to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.

(c) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since your prior report, and will also keep
us in touch with important developments affecting our portfolio and, on your own
initiative,

1
<PAGE>

will furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the individual entities
whose securities are included in our portfolio, the activities in which such
entities engage, Federal income tax policies applicable to our investments, or
the conditions prevailing in the money market or the economy generally. You will
also furnish us with such statistical and analytical information with respect to
our portfolio securities as you may believe appropriate or as we may reasonably
request. In making such purchases and sales of our portfolio securities, you
will comply with the policies set from time to time by our Board of Directors as
well as the limitations imposed by our Articles of Incorporation and by the
provisions of the Internal Revenue Code of 1986 and the 1940 Act relating to
regulated investment companies and the limitations contained in the Registration
Statement.

(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your expense,
such persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder. While this Agreement is in effect, you or
persons affiliated with you, other than us ("your affiliates"), will provide
persons satisfactory to our Board of Directors to be elected or appointed
officers or employees of our corporation. These shall be a president, a
secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.

(e) You or your affiliates will also provide persons, entirely
at your expense, who may be our officers, to render accounting and related
services, calculate net asset value and yield, prepare reports to and filings
with regulatory authorities, and to perform such clerical, accounting and other
office and shareholder services to us as we may from time to time request of
you. Such personnel may be your employees or employees of your affiliates or of
other organizations.

(f) You or your affiliates will also furnish us without charge
such additional administrative and management supervision and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. You or your affiliates will also pay the expenses of promoting and
advertising the sale of our shares and of printing and distributing the Fund's
Prospectus to prospective investors. To the extent that you or your affiliates
may make payments to securities dealers and other third parties who engage in
the sale of our shares or who render shareholder support services, and that such
payments may be deemed indirect financing of an activity primarily intended to
result in the sale of shares of the Fund within the context of Rule 12b-1 under
the 1940 Act (the

2
<PAGE>

"Rule"), then such payments by you shall be deemed to be authorized under the
Fund's Distribution Plan adopted pursuant to the Rule. You will, in your sole
discretion, determine the amount of such payments and may from time to time in
your sole discretion increase or decrease the amount of such payments; provided,
however, that no such payment will increase the amount the Fund is required to
pay you under this Agreement or any agreement. Any payments made by you for the
purpose of distributing shares of the Fund are subject to compliance with the
terms of written agreements in a form satisfactory to the Fund's Board of
Directors to be entered into by you and the participating organization.

3. You agree to be responsible for, and hereby assume the
obligation for payment of, or shall reimburse us for, all our expenses (except
for the fees payable to you hereunder) including without limitation: (a)
brokerage and commission expenses; (b) Federal, state or local taxes, including
issue and transfer taxes incurred by or levied on us; (c) commitment fees and
certain insurance premiums and membership fees and dues in investment company
organizations; (d) interest charges on borrowings; (e) charges and expenses of
our custodian; (f) charges and expenses relating to the issuance, redemption,
transfer and dividend disbursing functions for us; (g) telecommunications
expenses; (h) recurring and non-recurring legal and accounting expenses; (i)
costs of organizing and maintaining our existence as a corporation; (j)
compensation, including directors' fees, of any of our directors, officers or
employees and costs of other personnel providing services to us, as provided in
subparagraph 2(e) above; (k) costs of stockholders' services; (l) costs of
stockholders' reports, proxy solicitations, and corporate meetings; (m) fees and
expenses of registering our shares under the appropriate Federal securities laws
and of qualifying our shares under applicable state securities laws, including
expenses attendant upon the initial registration and qualification of our shares
and attendant upon renewals of, or amendment to, those registrations and
qualifications; and (n) expenses of preparing, printing and delivering our
prospectus to our existing shareholders and of printing shareholder application
forms for shareholder accounts. In addition, while this Agreement is in effect,
you will be responsible for any amount by which our annual operating expenses
(excluding taxes, brokerage, interest and extraordinary expenses) exceed the
limits on investment company expenses prescribed by any state in which the
Fund's shares are qualified for sale.

4. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our

3
<PAGE>

security holders by reason of willful misfeasance, bad faith or gross negligence
in the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.

5. In consideration of the foregoing we will pay you a fee at
the annual rate of .40 of 1% per annum of our average daily net assets up to
$250 million; .35 of 1% per annum of our average daily net assets between $250
million and $500 million and .30 of 1% per annum of our average daily net assets
over $500 million. Your fee will be accrued by us daily, and will be payable on
the last day of each calendar month for services performed hereunder during that
month or on such other schedule as you shall request of us in writing. You may
waive your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing.

6. This Agreement will become effective on the date hereof and
shall remain in effect until the first meeting of our shareholders, annual or
special, held after such date, and, if approved by the vote of a majority of our
outstanding voting securities, as defined in the 1940 Act, at such meeting,
shall continue in effect until December 31, 1997 and thereafter for successive
twelve-month periods (computed from each January 1st), provided that such
continuation is specifically approved at least annually by our Board of
Directors or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act, and, in either case, by a majority of
those of our directors who are neither party to this Agreement nor, other than
by their service as directors of the corporation, interested persons, as defined
in the 1940 Act, of any such person who is party to this Agreement. Upon the
effectiveness of this Agreement, it shall supersede all previous Agreements
between us covering the subject matter hereof. This Agreement may be terminated
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities, as defined in the 1940 Act, or by a vote of a
majority of our entire Board of Directors, on sixty days' written notice to you,
or by you on sixty days' written notice to us.

7. This Agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing laws and in
applicable rules or regulations of the Securities and Exchange Commission.

8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your employees or the

4
<PAGE>

officers and directors of Reich & Tang Asset Management, Inc., your general
partner, who may also be a director, officer or employee of ours, or of a person
affiliated with us, as defined in the Act, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.

If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

TAX EXEMPT PROCEEDS FUND, INC.

By:/s/ Bernadette N. Finn

ACCEPTED: August 30, 1996

REICH & TANG ASSET MANAGEMENT L.P.

By: Reich & Tang Asset Management, Inc.,
General Partner

By: /s/ Lorraine C. Hysler

Exhibit 6

DISTRIBUTION AGREEMENT

TAX EXEMPT PROCEEDS FUND, INC.
the "Fund"

600 Fifth Avenue
New York, New York 10020

August 30, 1996

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

Ladies and Gentlemen:

1. In consideration of the agreements on your
part herein contained and of the payment by us to you of a fee of $1 per year
and on the terms and conditions set forth herein, we have agreed that you shall
be, for the period of this agreement, a distributor, as our agent, for the
unsold portion of such number of shares of our common stock $.001 par value per
share, as may be effectively registered from time to time under the Securities
Act of 1933, as amended (the "1933 Act"). This agreement is being entered into
pursuant to the Distribution Plan (the "Plan") adopted by us in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act").

2. We hereby agree that you will act as our agent,
and hereby appoint you our agent, to offer, and to solicit offers to
subscribe to, the unsold balance of shares of our common stock as shall then be
effectively registered under the Act. All subscriptions for shares of our common
stock obtained by you shall be directed to us for acceptance and shall not be
binding on us until accepted by us. You shall have no authority to make binding
subscriptions on our behalf. We reserve the right to sell shares of our common
stock through other distributors or directly to investors through subscriptions
received by us at our principal office in New York, New York. The right given to
you under this agreement shall not apply to shares of our common stock issued in
connection with (a) the merger or consolidation of any other investment company
with us, (b) our acquisition by purchase or otherwise of all or substantially
all of the assets or stock of any other investment company, or (c) the
reinvestment in shares of our common stock by our stockholders of dividends or
other distributions or any other offering by us of securities to our
stockholders.

3. You will use your best efforts to obtain
subscriptions to shares of our common stock upon the terms and

<PAGE>

conditions contained herein and in our Prospectus, as in effect from time to
time. You will send to us promptly all subscriptions placed with you. We shall
furnish you from time to time, for use in connection with the offering of shares
of our common stock, such other information with respect to us and shares of our
common stock as you may reasonably request. We shall supply you with such copies
of our Registration Statement and Prospectus, as in effect from time to time, as
you may request. Except as we may authorize in writing, you are not authorized
to give any information or to make any representation that is not contained in
the Registration Statement or Prospectus, as then in effect. You may use
employees, agents and other persons, at your cost and expense, to assist you in
carrying out your obligations hereunder, but no such employee, agent or other
person shall be deemed to be our agent or have any rights under this agreement.
You may sell our shares to or through qualified brokers, dealers and financial
institutions under selling and servicing agreements provided that no dealer,
financial institution or other person shall be appointed or authorized to act as
our agent without our written consent. It is recognized that we shall have no
obligation or liability to you or them for any such payments under the
agreements with them. Our obligation is solely to make payments to you under the
Management Contract. All sales of our shares effected through you will be made
in compliance with all applicable federal securities laws and regulations and
the Constitution, rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD").

4. We reserve the right to suspend the offering of
shares of our common stock at any time, in the absolute discretion of
our Board of Directors, and upon notice of such suspension you shall cease to
offer shares of our common stock hereunder.

5. Both of us will cooperate with each other in
taking such action as may be necessary to qualify shares of our common
stock for sale under the securities laws of such states as we may designate,
provided, that you shall not be required to register as a broker-dealer or file
a consent to service of process in any such state where you are not now so
registered. Pursuant to the Management Contract dated September 14, 1993 in
effect between us and the Manager, the Manager will bear all our expenses as
described in the Prospectus, including all fees and expenses of registering
shares of our common stock under the 1933 Act and of qualification of shares of
our common stock, and to the extent necessary, our qualification under
applicable state securities laws. You will pay all expenses relating to your
broker-dealer qualification.

6. We represent to you that our Registration
Statement and Prospectus have been carefully prepared to date in

<PAGE>

conformity with the requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Securities and Exchange Commission (the "SEC")
thereunder. We represent and warrant to you, as of the date hereof, that our
Registration Statement and Prospectus contain all statements required to be
stated therein in accordance with the 1933 Act and the 1940 Act and the SEC's
rules and regulations thereunder; that all statements of fact contained therein
are or will be true and correct at the time indicated or the effective date as
the case may be; and that neither our Registration Statement nor our Prospectus,
when they shall become effective or be authorized for use, will include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading to
a purchaser of shares of our common stock. We will from time to time file such
amendment or amendments to our Registration Statement and Prospectus as, in the
light of future development, shall, in the opinion of our counsel, be necessary
in order to have our Registration Statement and Prospectus at all times contain
all material facts required to be stated therein or necessary to make any
statements therein not misleading to a purchaser of shares of our common stock.
If we shall not file such amendment or amendments within fifteen days after our
receipt of a written request from you to do so, you may, at your option,
terminate this agreement immediately. We will not file any amendment to our
Registration Statement or Prospectus without giving you reasonable notice
thereof in advance; provided, however, that nothing in this agreement shall in
any way limit our right to file such amendments to our Registration Statement or
Prospectus, of whatever character, as we may deem advisable, such right being in
all respects absolute and unconditional. We represent and warrant to you that
any amendment to our Registration Statement or Prospectus hereafter filed by us
will be carefully prepared in conformity within the requirements of the 1933 Act
and the 1940 Act and the SEC's rules and regulations thereunder and will, when
it becomes effective, contain all statements required to be stated therein in
accordance with the 1933 Act and the 1940 Act and the SEC's rules and
regulations thereunder; that all statements of fact contained therein will, when
the same shall become effective, be true and correct; and that no such
amendment, when it becomes effective, will include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of our
shares.

7. We agree to indemnify, defend and hold you,
and any person who controls you within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which you
or any such controlling person may incur, under the 1933 Act or

<PAGE>

the 1940 Act, or under common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in our Registration
Statement or Prospectus in effect from time to time or arising out of or based
upon any alleged omission to state a material fact required to be stated in
either of them or necessary to make the statements in either of them not
misleading; provided, however, that in no event shall anything herein contained
be so construed as to protect you against any liability to us or our security
holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of your duties,
or by reason of your reckless disregard of your obligations and duties under
this agreement. Our agreement to indemnify you and any such controlling person
is expressly conditioned upon our being notified of any action brought against
you or any such controlling person, such notification to be given by letter or
by telegram addressed to us at our principal office in New York, New York, and
sent to us by the person against whom such action is brought within ten days
after the summons or other first legal process shall have been served. The
failure so to notify us of any such action shall not relieve us from any
liability which we may have to the person against whom such action is brought
other than on account of our indemnity agreement contained in this paragraph 7.
We will be entitled to assume the defense of any suit brought to enforce any
such claim, and to retain counsel of good standing chosen by us and approved by
you. In the event we do elect to assume the defense of any such suit and retain
counsel of good standing approved by you, the defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained by any
of them; but in case we do not elect to assume the defense of any such suit, or
in case you, in good faith, do not approve of counsel chosen by us, we will
reimburse you or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
you or them. Our indemnification agreement contained in this paragraph 7 and our
representations and warranties in this agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of you or any
controlling person and shall survive the sale of any shares of our common stock
made pursuant to subscriptions obtained by you. This agreement of indemnity will
inure exclusively to your benefit, to the benefit of your successors and
assigns, and to the benefit of any of your controlling persons and their
successors and assigns. We agree promptly to notify you of the commencement of
any litigation or proceeding against us in connection with the issue and sale of
any shares of our common stock.

8. You agree to indemnify, defend and hold us, our
several officers and directors, and any person who controls us within
the meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all claims, demands,

<PAGE>

liabilities, and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) which we, our officers or directors, or any such
controlling person may incur under the 1933 Act or under common law or
otherwise, but only to the extent that such liability or expense incurred by us,
our officers or directors or such controlling person shall arise out of or be
based upon any alleged untrue statement of a material fact contained in
information furnished in writing by you to us for use in our Registration
Statement or Prospectus as in effect from time to time, or shall arise out of or
be based upon any alleged omission to state a material fact in connection with
such information required to be stated in the Registration Statement or
Prospectus or necessary to make such information not misleading. Your agreement
to indemnify us, our officers and directors, and any such controlling person is
expressly conditioned upon your being notified of any action brought against us,
our officers or directors or any such controlling person, such notification to
be given by letter or telegram addressed to you at your principal office in New
York, New York, and sent to you by the person against whom such action is
brought, within ten days after the summons or other first legal process shall
have been served. You shall have a right to control the defense of such action,
with counsel of your own choosing, satisfactory to us, if such action is based
solely upon such alleged misstatement or omission on your part, and in any other
event you and we, our officers or directors or such controlling person shall
each have the right to participate in the defense or preparation of the defense
of any such action. The failure so to notify you of any such action shall not
relieve you from any liability which you may have to us, to our officers or
directors, or to such controlling person other than on account of your indemnity
agreement contained in this paragraph 8.

9. We agree to advise you immediately:

a. of any request by the SEC for amendments to our
Registration Statement or Prospectus or for additional
information,

b. of the issuance by the SEC of any stop order suspending
the effectiveness of our Registration Statement or Prospectus or
the initiation of any proceedings for that purpose,

c. of the happening of any material event which makes untrue
any statement made in our Registration Statement or Prospectus or
which requires the making of a change in either of them in order
to make the statements therein not misleading, and

d. of all action of the SEC with respect to any amendments
to our Registration Statement or Prospectus.

<PAGE>

10. This agreement will become effective on the date hereof
and will remain in effect until December 31, 1996 and thereafter for successive
twelve-month periods (computed from each January 1st), provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our directors who are not interested
persons (as defined in the 1940 Act) and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on this agreement.
This agreement may be terminated at any time, without the payment of any
penalty, (i) by vote of a majority of our entire Board of Directors, and by a
vote of a majority of our Directors who are not interested persons (as defined
in the 1940 Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan, or (ii) by vote
of a majority of our outstanding voting securities, as defined in the Act, on
sixty days' written notice to you, or by you on sixty days' written notice to
us.

11. This Agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the SEC thereunder.

12. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, the
right of any of your employees or the right of any officers or directors of
Reich & Tang Asset Management, Inc., your general partner, who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the 1940 Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to another
corporation, firm, individual or association.

<PAGE>

If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

TAX EXEMPT PROCEEDS FUND, INC.

By:/s/ Bernadette N. Finn

Accepted: August 30, 1996

REICH & TANG DISTRIBUTORS L.P.

By: REICH & TANG ASSET MANAGEMENT, INC.,
as General Partner

By: /s/ Lorraine C. Hysler

Exhibit 11

Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm

CONSENT OF INDEPENDENT ACCOUNTANTS
------------------

We consent to the inclusion in the Post-Effective Amendment No. 11 to the
Registration Statement of the Tax Exempt Proceeds Fund, Inc. on Form N-1A (File
No. 33-25747) of our report dated July 31, 1997 on our audit of the financial
statements and the financial highlights of Tax Exempt Proceeds Fund, Inc. as of
June 30, 1997, which report is included in the Post-Effective Amendment to the
Registration Statement.

We also consent to the reference to our firm under the captions, "Financial
Highlights" in the prospectus and "Counsel and Accountants" in the Statement of
Additional Information.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

New York, New York
October 23, 1997

Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association.

Exhibit 15.1

TAX EXEMPT PROCEEDS FUND, INC.

Distribution and Service Plan Pursuant to Rule
12b-1 Under the Investment Company Act of 1940

This Distribution and Service Plan (the "Plan") is hereby
amended to reflect that Reich & Tang Asset Management, Inc. has succeeded as
sole general partner of Reich & Tang Distributors L.P. (the "Distributor") and
Reich & Tang Asset Management L.P. has succeeded as sole limited partner of the
Distributor. The Board of Directors of the Fund has approved unanimously this
amendment to the Plan and has authorized the Fund to re-execute the Distribution
Agreement with the Distributor to reflect the foregoing. The Plan is hereby
amended in its entirety as set forth herein and as authorized under Section 5 of
the previous Plan.

The Plan is adopted by Tax Exempt Proceeds Fund, Inc. (the
"Fund") in accordance with the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act").

The Plan

1. The Fund has entered into a Distribution Agreement with the
Fund's Distributor under which the Distributor has agreed to use all reasonable
efforts to solicit orders for the purchase of the Fund's shares ("Shares"). The
Fund has also entered into a Management Contract with the Manager. Under the
Management Contract, the Manager pays the expenses of printing and distribution
prospectuses, reports and other literature, and

<PAGE>

of advertising and other promotional activities in connection with the offering
of Shares of the Fund for sale to the public. It is understood that the Manager
may pay for any expense it incurs under the terms of the Management Contract
from any source available to it, including fees paid to it by the Fund.

2. The Manager may make payments to securities dealers and
other third parties who engage in the sale of Shares or who render shareholder
support services, including but not limited to providing office space, equipment
and telephone facilities, answering routine inquiries regarding the Fund,
processing shareholder transactions and providing such other shareholders
services as the Fund may reasonably request. The Distributor will, in its sole
discretion, determine the amount of such payments and may from time to time in
its sole discretion increase or decrease the amount of such payments; provided,
however, that no such payment will increase the amount the Fund is required to
pay the Manager for the purpose of distributing Shares of the Fund are subject
to compliance with the terms of written agreements in a form satisfactory to the
Fund's Board of Directors to be entered into by the Distributor and the
participating organization.

3. The Fund will not make separate payments as a result of
this Plan to the Manager, the Distributor or any other party, it being
recognized that the Fund presently pays, and will continue to pay, a management
fee to the Manager pursuant to the Management Contract. To the extent that any
payments made by the

<PAGE>

Fund to the Manager, including payment of Management fees, should be deemed to
be indirect financing of any activity primarily intended to result in the sale
of Shares of the Fund within the context of Rule 12b-1 under the Act, then such
payments shall be deemed to be authorized by this Plan.

4. This Plan shall become effective upon approval by a vote
of at least a "majority of the outstanding voting securities" of the Fund (as
defined in the Act), and by a vote of a majority of the Board of Directors of
the Fund, including a majority of Directors who are not "interested persons" of
the Fund (as defined in the Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to this Plan
(the "Disinterested Directors"), cast in person at a meeting called for the
purpose of voting on this Plan.

5. This Plan shall, unless terminated as hereinafter provided,
remain in effect from the date specified above until December 31, 1996 , and
from year to year thereafter; provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Directors of the
Fund, including a majority of the Disinterested Directors, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be amended
at any time by the Board of Directors, provided that (a) any amendment to
authorize direct payments by the Fund to finance any activity primarily intended
to result in the sale of Shares of the Fund, to increase materially the amount
spent by

<PAGE>

the Fund for distribution or any amendment of the Management Contract to
increase the amount to be paid by the Fund thereunder shall be effective only
upon approval by a vote of a majority of the outstanding voting securities of
the Fund, and (b) any material amendments of this Plan shall be effective only
upon approval in the manner provided in the first sentence in this paragraph.

6. This Plan may be terminated at any time, without the
payment of any penalty, by vote of a majority of the Disinterested Directors or
by a vote of a majority of the outstanding voting securities of the Fund.

7. During the existence of this Plan, the Fund shall require
the Manager to provide the Fund, for review by the Fund's Board of Directors,
and the Directors shall review, at least quarterly, a written report of the
amounts expended in connection with financing any activity primarily intended to
result in the sale of Shares of the Fund (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures were made.

8. This Plan does not require the Manager of Distributor to
perform any specific type or level of distribution activities or to incur any
specific level of expense for activities primarily intended to result in the
sale of Shares of the Fund.

9. If any provision of this Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the

<PAGE>

remainder of the plan shall not be affected thereby.

<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000843078
<NAME> TAX EXEMPT PROCEEDS FUND, INC.

<S> <C>
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 201663179
<INVESTMENTS-AT-VALUE> 201663179
<RECEIVABLES> 6748149
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 166871
<TOTAL-ASSETS> 208578199
<PAYABLE-FOR-SECURITIES> 9050220
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 477818
<TOTAL-LIABILITIES> 9528038
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 199053407
<SHARES-COMMON-STOCK> 199053407
<SHARES-COMMON-PRIOR> 254253378
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3246)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 199050161
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8192103
<OTHER-INCOME> 0
<EXPENSES-NET> 916263
<NET-INVESTMENT-INCOME> 7275840
<REALIZED-GAINS-CURRENT> (1065)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7274775
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7275840
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 395065691
<NUMBER-OF-SHARES-REDEEMED> 452408568
<SHARES-REINVESTED> 2142906
<NET-CHANGE-IN-ASSETS> (55201036)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2181)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 916263
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 916263
<AVERAGE-NET-ASSETS> 228399520
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.4
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>