NEW JERSEY DAILY MUNICIPAL INCOME FUND INC
497, 1998-03-30
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                                                                     RULE 497(e)
                                                       Registration No. 33-36317

                               [GRAPHIC OMITTED]
                          CHASE MANHATTAN VISTA FUNDS
                                   PROSPECTUS
          VISTA SELECT SHARES OF NEW JERSEY DAILY MUNICIPAL INCOME FUND


March 2, 1998

New Jersey  Daily  Municipal  Income  Fund,  Inc.  (the  "Fund") is an  open-end
management investment company that is a short-term, tax-exempt money market fund
whose investment objectives are to seek as high a level of current income exempt
from regular  Federal  income taxes and to the extent  possible  from New Jersey
gross income tax, as is believed to be consistent with  preservation of capital,
maintenance  of liquidity and stability of principal.  No assurance can be given
that those objectives will be achieved.  This Prospectus relates  exclusively to
the Vista  Select  shares  class of the Fund.  The Fund is  concentrated  in the
securities issued by New Jersey. Additionally, the Fund may invest a significant
percentage of its assets in a single issuer,  and therefore an investment in the
Fund may be riskier than an investment in other types of money market funds. The
Fund offers two classes of shares to the general  public,  however  only Class A
shares  are  offered  by this  Prospectus.  The  Class A shares  of the Fund are
subject to a service  fee  pursuant to the Fund's  Rule 12b-1  Distribution  and
Service Plan and are sold through financial intermediaries who provide servicing
to Class A shareholders for which they receive compensation from the Manager and
the Distributor. The Class B shares of the Fund are not subject to a service fee
and  either  are sold  directly  to the  public  or are sold  through  financial
intermediaries that do not receive compensation from the Manager or Distributor.
In all  other  respects,  the  Class A and  Class B  shares  represent  the same
interests in the income and assets of the Fund.

This  Prospectus  sets forth  concisely the  information a prospective  investor
should know before investing in the Fund. A Statement of Additional  Information
has been filed with the  Securities and Exchange  Commission  (the "SEC") and is
available  upon  request  and  without  charge by  calling  1-800-34-VISTA.  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 web  site  (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.


Investors  should  be aware  that  the  Chase  Vista  Select  shares  may not be
purchased  other than through  certain  securities  dealers with whom Vista Fund
Distributors,  Inc.  ("VFD")  has  entered  into  agreements  for this  purpose,
directly  from  VFD  or  through  certain  "Participating   Organizations"  (see
"Investments Through Participating Organizations") with whom they have accounts.
Vista Select shares have been created for the primary purpose of providing a New
Jersey  tax-free  money market fund product for  shareholders  of certain  funds
distributed by VFD.  Shares of the Fund other than the Chase Vista Select shares
are offered pursuant to a separate prospectus.

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


An investment in the Fund is neither insured nor guaranteed by the United States
Government.  The Fund  intends to maintain a stable 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 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 SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC 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.
<PAGE>
                                   TABLE OF CONTENTS

Table of Contents......................................................... 2

Table of Fees and Expenses................................................ 3

Financial Highlights...................................................... 4

Introduction.............................................................. 5

Investment Objectives, Policies and Risk Considerations................... 6

New Jersey Risk Factors...................................................12

Management of The Fund....................................................16

Description of Common Stock...............................................19

Dividends and Distributions...............................................20

How to Purchase and Redeem Shares.........................................20
     Initial Purchase of Vista Select Shares..............................21
     Subsequent Purchases of Shares.......................................23
     Redemption of Shares.................................................24
     Exchange Privilege...................................................26
     Specified Amount Automatic Withdrawal Plan...........................27
     Investments Through Participating Organizations......................27

Distribution and Service Plan.............................................29

Federal Income Taxes......................................................30

New Jersey Income Taxes...................................................32

General Information ......................................................33

Net Asset Value...........................................................33

Custodian, Transfer Agent and Dividend Agent..............................34

                                       2
<PAGE>
                           TABLE OF FEES AND EXPENSES

Annual Fund Operating Expenses
(as a percentage of average net assets)
<TABLE>
<CAPTION>
                            Class A shares          Class B shares
<S>                              <C>                     <C>

Management Fees                0.30%                   0.30%
12b-1 Fees                     0.20%                   0.00%
Other Expenses                 0.36%                   0.35%
 Administration Fees      0.21%                   0.21%
Total Fund Operating
 Expenses (After Fee Waiver)   0.86%                   0.65%

</TABLE>
<TABLE>
<CAPTION>
<S>                                                <C>                <C>              <C>               <C>

Example                                           1 year            3 years          5 years          10 years
- -------                                           ------            -------          -------          --------
You would pay the following  expenses on a $1000 investment,  assuming 5% annual
return (cumulative through the end of each year):

                                      Class A       $9               $27              $48               $106
                                      Class B       $7               $21              $36               $81

</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  figures   reflected  in  this  example   should  not  be  considered  as  a
representation  of past or future  expenses.  Actual  expenses may be greater or
less than those shown above.

                                       3
<PAGE>

                         FINANCIAL HIGHLIGHTS
                 (for a share outstanding throughout the period)


The following  financial  highlights of New Jersey Daily Municipal  Income Fund,
Inc. has been audited by McGladrey & Pullen LLP,  Independent  Certified  Public
Accountants,  whose  report  thereon  appears  in the  Statement  of  Additional
Information.
<TABLE>
<CAPTION>
                                                       Year Ended
CLASS A                                                October 31,                                                  October 26, 1990
                                             ----------------------------------------------------------------------  (Inception) to
                                               1997       1996        1995        1994         1993       1992      October 31, 1991
                                             --------    ------      ------      ------       ------     ------     ----------------
<S>                                            <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
Income from investment operations:            --------  --------    --------     --------     --------    --------     --------
 Net investment income..............            0.027      0.027       0.030        0.020        0.020       0.030        0.042
Less Distributions:
 Dividends from net investment income         ( 0.027)  (  0.027)   (  0.030)    (  0.020)    (  0.020)     ( 0.030)     ( 0.042)
                                               --------   --------   --------     --------     --------    --------    --------
Net asset value, end of period......          $ 1.00    $  1.00      $ 1.00     $   1.00     $   1.00      $  1.00     $  1.00
                                               ========   ========   ========     ========     ========    ========    ========
Total Return........................            2.70%      2.69%       3.08%        2.03%        1.98%       3.01%       4.62%*
Ratios/Supplemental Data
Net assets, end of period (000).....          $217,529   $151,421    $130,128    $ 105,929      $78,347    $ 46,374    $ 26,238
Ratios to average net assets:
   Expenses.........................            0.86%+#    0.78%+#     0.72%+       0.66%+       0.61%+      0.42%+      0.27%*+
   Net investment income............            2.66%+#    2.65%+#     3.02%+       2.02%+       1.95%+      2.88%+      4.32%*+

</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>

                                                                February 9, 1996
                                                     Year        (Commencement
                                                    Ended        of Offering) to
                                                  October 31,      October 31,
Class B                                              1997              1996 
                                                   --------         ---------
<S>                                                   <C>              <C>

Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period               $  1.00         $  1.00
Income from investment operations:                 --------        --------
 Net investment income...............                 0.029           0.020
Less distributions:
 Dividends from net investment income              (  0.029)        ( 0.020)
                                                    --------        --------
Net asset value, end of period......               $  1.00         $  1.00
                                                    ========        ======== 
Total Return........................                  2.91%           2.77%*
Ratios/Supplemental Data
Net assets, end of period (000).....                $ 315              $ 366 
Ratios to average net assets:
   Expenses.........................                 0.65%+#         0.61%#*
   Net investment income............                 2.88%+#         2.72%#*

*    Annualized
+    Net of management,  administration  and  shareholder  servicing fees waived
     which were  equivalent to .00% .06%, .18%,  .26%,  .35%, .70%, and .70%, of
     average net assets  respectively,  plus  expense  reimbursement  which were
     equivalent to .00%,  .00%,  .00%, .00%, .00%, .04%, and .53% of average net
     assets, respectively.
#    Includes expense offsets.

</TABLE>

                                       5
<PAGE>
INTRODUCTION

New Jersey  Daily  Municipal  Income  Fund,  Inc.  (the  "Fund") is an  open-end
management investment company that is a short-term, tax-exempt money market fund
whose investment objectives are to seek as high a level of current income exempt
under  current  law, in the opinion of bond counsel to the issuer at the date of
issuance, from regular Federal income tax, and, to the extent possible, from New
Jersey gross income tax, as is believed to be consistent  with  preservation  of
capital,  maintenance  of  liquidity  and  stability  of  principal by investing
principally  in  short-term,  high quality debt  obligations of the State of New
Jersey,  Puerto Rico and other United States  territories,  and their  political
subdivisions  as described  under  "Investment  Objectives,  Policies and Risks"
herein.  The Fund also may invest in municipal  securities of issuers located in
states  other  than New  Jersey,  the  interest  income on which will be, in the
opinion  of bond  counsel  to the issuer at the date of  issuance,  exempt  from
regular Federal income tax, but will be subject to New Jersey income tax for New
Jersey residents.

Interest  on  certain  municipal  securities  purchased  by  the  Fund  may be a
preference  item for purposes of the Federal  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 intends to invest all of
its assets in tax-exempt  obligations;  however, it reserves the right to invest
up to 20% of its assets in taxable obligations.  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  approval of a majority of the Fund's
outstanding  shares.  Of course, no assurance can be given that these objectives
will be achieved.

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

On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund
Business Day"),  investors may, without charge by the Fund,  purchase and redeem
shares of the Fund's common stock at their net asset value next determined after
receipt of the

                                       6
<PAGE>
order.  An  investor's  subscription  will be  accepted  after  the  payment  is
converted  into Federal  funds,  and shares will be issued as of the Fund's next
net asset value  determination which is made as of 12 noon on each Fund Business
Day.  (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 generally pays interest dividends  monthly.  Net capital gains, if any,
will be distributed at least annually, and in no event later than 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 same Class
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.)

The Fund intends that its investment portfolio may be concentrated in New Jersey
Municipal  Obligations  as defined  herein and bank  Participation  Certificates
therein.  A summary of special risk factors affecting the State of New Jersey is
set forth  under "New  Jersey  Risk  Factors"  in the  Statement  of  Additional
Information.

The Fund's Board of Directors is authorized  to divide the unissued  shares into
separate  series  of  stock,  one for  each of the  Fund's  separate  investment
portfolios that may be created in the future.


Chase Vista Select shares have been created for the primary purpose of providing
a New Jersey  tax-free  money  market fund  product for  investors  who purchase
shares  directly  from  VFD,  through  dealers  with whom VFD has  entered  into
agreements  for this purpose or through  certain  "Participating  Organizations"
(see "Investments Through  Participating  Organizations"  herein) with whom they
have accounts or who acquire  Chase Vista Select shares  through the exchange of
shares of certain other  investment  companies as hereinafter  described.  Chase
Vista Select shares are identical to other shares of the Fund, which are offered
pursuant to a separate  prospectus,  with respect to investment  objectives  and
yield,  but  differ  with  respect  to  certain  other  matters.   For  example,
shareholders  who hold  other  shares  of the Fund  may not  participate  in the
exchange  privilege  described  herein  and  have  different   arrangements  for
redemptions by check.


INVESTMENT OBJECTIVES, POLICIES
AND RISK  CONSIDERATIONS

The Fund is an open-end  management  investment  company  that is a  short-term,
tax-exempt money market fund whose  investment  objectives are to seek as high a
level of current  income  exempt  from  regular  Federal  income tax and, to the
extent  possible,  from New  Jersey  gross  income  tax,  as is  believed  to be
consistent  with the  preservation  of capital,  maintenance  of  liquidity  and
stability of principal. There can be no assurance that the Fund will achieve its
investment objectives.

                                       7
<PAGE>
The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of New Jersey, other states, territories and
possessions   of  the   United   States,   and  their   authorities,   agencies,
instrumentalities and political  subdivisions,  the interest on which is, in the
opinion of bond counsel to the issuer at the date of issuance,  currently exempt
from  regular  Federal  income  taxation   ("Municipal   Obligations")   and  in
Participation  Certificates (which, in the opinion of Battle Fowler LLP, counsel
to the  Fund,  cause  the Fund to be  treated  as the  owner  of the  underlying
Municipal  Obligations) in Municipal Obligations purchased from banks, insurance
companies  or  other  financial  institutions  ("Participation   Certificates").
Dividends  paid by the Fund which are  "exempt-interest  dividends" by virtue of
being properly designated by the Fund as derived from Municipal  Obligations and
Participation  Certificates  will be exempt  from  regular  Federal  income  tax
provided  the Fund  complies  with  Section  852(b)(5)  of  Subchapter  M of the
Internal Revenue Code of 1986, as amended (the "Code").

Although the Supreme  Court has  determined  that  Congress has the authority to
subject  the  interest  on bonds such as the  Municipal  Obligations  to Federal
income taxation, existing law excludes such interest from regular Federal income
tax. Such interest, and "exempt-interest dividends",  however, may be subject to
the Federal  alternative minimum tax.  Securities,  the interest income on which
may be subject to the Federal alternative  minimum tax (including  Participation
Certificates),  may be  purchased  by the Fund without  limit.  Securities,  the
interest income on which is subject to regular  Federal,  state and local income
tax, will not exceed 20% of the value of the Fund's total assets.  (See "Federal
Income Taxes"  herein.)  Exempt-interest  dividends  paid by the Fund  correctly
identified by the Fund as derived from obligations issued by or on behalf of the
State  of  New   Jersey  or  any  New   Jersey   local   government,   or  their
instrumentalities, authorities or districts ("New Jersey Municipal Obligations")
will be exempt from the New Jersey gross income tax.  Exempt-interest  dividends
correctly  identified by the Fund as derived from obligations of Puerto Rico and
the Virgin Islands, as well as any other types of obligations that New Jersey is
prohibited from taxing under the Constitution,  the laws of the United States of
America or the New Jersey  Constitution  ("Territorial  Municipal  Obligations")
also should be exempt from the New Jersey  gross  income tax  provided  the Fund
complies with New Jersey law.  (See "New Jersey  Income  Taxes"  herein.) To the
extent  suitable  New  Jersey  Municipal   Obligations  are  not  available  for
investment by the Fund, the Fund may purchase  Municipal  Obligations  issued by
other states, their agencies and instrumentalities,  the dividends on which will
be designated by the Fund as derived from interest  income which will be, in the
opinion  of bond  counsel  to the issuer at the date of  issuance,  exempt  from
regular Federal


                                       8
<PAGE>
income  tax but will be subject to the New Jersey  gross  income  tax.  However,
except as a  temporary  defensive  measure  during  periods  of  adverse  market
conditions as  determined  by the Manager,  the Fund will invest at least 65% of
its assets in New Jersey Municipal Obligations, although the exact amount of the
Fund's  assets  invested  in such  securities  will vary from time to time.  The
Fund's investments may include  "when-issued"  Municipal  Obligations,  stand-by
commitments and taxable repurchase agreements. Although the Fund will attempt to
invest  100%  of its  assets  in  Municipal  Obligations  and  in  Participation
Certificates in Municipal Obligations,  the Fund reserves the right to invest up
to 20% of the value of its total assets in  securities,  the interest  income on
which is subject to regular  Federal,  state and local income tax. The Fund will
invest more than 25% of its total assets in Participation Certificates purchased
from  banks  in  industrial   revenue  bonds  and  other  New  Jersey  Municipal
Obligations.  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. As used
in this  Prospectus,  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  securities  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");  (ii) Municipal  Obligations or Participation  Certificates  which are
subject to a Demand Feature or Guarantee (as such terms are defined in rule 2a-7
of the 1940 Act) which have  received a rating  from an NRSRO or such  guarantor
has received a rating from an NRSRO with respect to a class of debt  obligations
(or any debt  obligation  within that class) that is  comparable in priority and
security  to  the  guarantee  (unless  the  guarantor  directly  or  indirectly,
controls,  is  controlled  by or is under  common  control with an issuer of the
security  subject to the  guarantee);  and the  issuer of the Demand  Feature or
Guarantee, or another institution,  has undertaken promptly to notify the holder
of the security in the event the Demand Feature or Guarantee is substituted with
another  Demand  Feature  or  Guarantee;  (iii)  unrated  Municipal  Obligations
determined  by the Fund's  Board of Directors to be of  comparable  quality.  In
addition,


                                       9
<PAGE>

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) are deemed  unrated and maybe  purchased  if such had  received a
long-term  rating from the Requisite  NRSROs in one of the three highest  rating
categories. Provided, however, that such may not be purchased if it (i) does not
satisfy the rating  requirements set forth in the preceding sentence and (ii) it
has  received  a  long-term  rating  from any NRSRO that is not within the three
highest rating  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. The highest rating in the case of variable and floating demand
notes is "VMIG-1" by Moody's and "SP-1/AA" by S&P. Such  instruments may produce
a lower yield than would be available from less highly rated instruments.

Subsequent to its purchase by the Fund,  the quality of an investment  may cease
to be rated or its rating may be reduced such that the investment is no longer a
First Tier  Security or is rated below the minimum  required for purchase by the
Fund. If this occurs, the Board of Directors of the Fund shall promptly reassess
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.  Reassessment,  however,  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. First Tier Security
means any Eligible  Security  that:  (i) is a rated security that has received a
short-term  rating from the Requisite  NRSROs in the highest  short-term  rating
category for debt obligations; (ii) is an unrated security that is as determined
by the  fund's  board  of  directors  to be of  comparable  quality;  (iii) is a
security issued by a registered  investment company that is a money market fund;
or (iv) is a government security.

In addition, in the event that a security (1) is in default, (2) ceases


                                       10
<PAGE>
to be an Eligible  Security,  or (3) is determined to no longer present  minimal
credit  risks or an event of  insolvency  occurs with respect to the issuer of a
portfolio security or the provider of any Demand Feature or Guarantee,  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 a security is disposed of, as soon as practicable,  such
disposition  shall occur  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 SEC of
such fact and of the  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.

With respect to 75% of its total assets,  the Fund shall invest not more than 5%
of its total  assets in  Municipal  Obligations  or  Participation  Certificates
issued by a single  issuer.  Provided,  however,  the Fund shall not invest more
than  5%  of  its  total  assets  in  Municipal   Obligations  or  Participation
Certificates  issued by a single issuer,  unless the Municipal  Obligations  are
First Tier Securities.

In view of the "concentration" of the Fund in bank Participation Certificates in
New Jersey Municipal Obligations, which may be secured by bank letters of credit
or guarantees, 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 which include extensive governmental  regulation,  changes
in the availability and cost of capital funds, and general economic  conditions.
(See "Variable Rate Demand  Instruments and  Participation  Certificates" in the
Statement   of   Additional   Information.)   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 may invest 25%

                                       11
<PAGE>
or more of the net assets of any  portfolio  in  securities  that are related in
such a way  that an  economic,  business  or  political  development  or  change
affecting  one  of  the  securities  would  also  affect  the  other  securities
including, for example, securities the interest upon which is paid from revenues
of similar type projects,  or securities the issuers of which are located in the
same state.

The Fund has adopted the following  fundamental  investment  restrictions  which
apply to all  portfolios  and  which may not be  changed  unless  approved  by a
majority  of the  outstanding  shares of each  series of the Fund's  shares that
would be  affected by such a change.  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 in  repurchase  agreements  maturing  in more than
     seven days if any such  investment  together with  securities  that are not
     readily marketable held by the Fund exceed 10% of the Fund's net assets.


(4)  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
     assets in bank Participation  Certificates and 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.  Immediately  after the  acquisition  of any  securities
     subject to a Demand Feature or Guarantee (as such terms are defined in Rule
     2a-7 under the Investment  Company Act of 1940), with respect to 75% of the
     total  assets of the Fund,  not more then 10% of the  Fund's  assets may be
     invested in


                                       12
<PAGE>
     securities  that are subject to a Guarantee or Demand Feature from the same
     institution.  However, the Fund may only invest more than 10% of its assets
     in  securities  subject  to a  Guarantee  or  Demand  Feature  issued  by a
     non-controlled person.

(5)  Invest in securities  of other  investment  companies,  except the Fund may
     purchase unit investment  trust  securities where such unit trusts meet 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.

The Fund intends to qualify as a "regulated investment company" under Subchapter
M of the Code.  The Fund will be restricted in that at the close of each quarter
of the  taxable  year,  at least 50% of the value of its  total  assets  must be
represented by cash,  government  securities,  investment company securities and
other  securities  limited  in  respect of any one issuer to not more than 5% in
value  of  the  total  assets  of the  Fund  and to  not  more  than  10% of the
outstanding voting securities of such issuer. In addition,  at the close of each
quarter of its  taxable  year,  not more than 25% in value of the  Fund's  total
assets  may be  invested  in  securities  of one issuer  other  than  government
securities.  The limitations described in this paragraph regarding qualification
as a  "regulated  investment  company" are not  fundamental  policies and may be
revised to the extent  applicable  Federal income tax  requirements are revised.
(See "Federal Income Taxes" herein.)

The  primary  purpose  of  investing  in a  portfolio  of New  Jersey  Municipal
Obligations is the special tax treatment accorded New Jersey resident individual
investors.  However,  payment of interest  and  preservation  of  principal  are
dependent upon the continuing  ability of the New Jersey issuers and/or obligors
of  state,  municipal  and  public  authority  debt  obligations  to meet  their
obligations thereunder. Investors should consider the greater risk of the Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should compare yields available on portfolios of New Jersey issues
with those of more diversified  portfolios including  out-of-state issues before
making  an  investment   decision.   The  Fund's  management  believes  that  by
maintaining the Fund's investment portfolio in liquid, short-term,  high quality
investments,  including the  Participation  Certificates and other variable rate
demand  instruments that have high quality credit support from banks,  insurance
companies or other financial  institutions,  the Fund is largely  insulated from
the credit risks that may exist on long-term New Jersey  Municipal  Obligations.
For  additional  information,  please  refer  to  the  Statement  of  Additional
Information.

NEW JERSEY RISK FACTORS

This summary is included for the purpose of providing a general  description  of
the credit  and 
                                      13
<PAGE>
financial conditions of the State of New Jersey. For a more complete description
of these risk  factors,  see "New  Jersey  Risk  Factors"  in the  Statement  of
Additional Information.

After enjoying an extraordinary  boom during the mid-1980's,  New Jersey as well
as the rest of the  Northeast  slipped into a slowdown  well before the national
recession which  officially began in July 1990 (according to the National Bureau
of Economic  Research).  At the onset of that recession,  New Jersey experienced
accelerated  declines in its construction and manufacturing  sectors and overall
increases in the rates of unemployment.  In the wake of the continued  expansion
of the  national  economy  which began in late 1993,  New  Jersey's  economy has
experienced  a  protracted  recovery  that in 1994  began to  generate  internal
momentum due to increases in employment and income levels.  Unemployment  in New
Jersey  has  continued  to recede  while  home-building  and  retail  sales have
continued to increase steadily from 1992 lows. New Jersey has benefited from the
national  recovery.  At the end of calendar year 1997, New Jersey's recovery was
in its sixth year and appears to be  sustainable  now that the national  economy
has  "soft  landed."  Reasons  for  cautious  optimism  in  New  Jersey  include
increasing  employment  levels,  a low jobless rate, and a  higher-than-national
level of per capita personal income.

New  Jersey's  Constitution  and  budget  and  appropriations  system  require a
balanced budget. Pursuant to the State Constitution,  no money may be drawn from
the State  Treasury  except for  appropriations  made by law. In  addition,  all
monies for the support of State  purposes  must be  provided  for in one general
appropriation   law  covering   one  and  the  same  fiscal  year.   No  general
appropriations law or other law appropriating money for any State purpose may be
enacted if the total  amount of  appropriations  for the fiscal  year exceed the
total revenue  anticipated for that fiscal year. The State's current Fiscal Year
ends June 30th. The largest part of the total financial  operations of the State
is  accounted  for in the General  Fund,  which is the fund into which all State
revenues  not  otherwise  restricted  by statute  are  deposited  and from which
appropriations are made.

The primary method for State  financing of capital  projects is through the sale
of the general obligation bonds of the State. These bonds are backed by the full
faith and credit of the State.  State tax  revenues  and certain  other fees are
pledged to meet the  principal and interest  payments  required to fully pay the
debt. No general  obligation debt can be issued by the State without prior voter
approval.

New Jersey's local finance system is regulated by various  statutes  designed to
assure that all local  governments  and their  issuing  authorities  remain on a
sound  financial  basis.  Regulatory  and remedial  statutes are enforced by the
Division of Local  Government  Services (the "Division") in the State Department
of Community Affairs. The Local Budget Law imposes specific budgetary

                                       14
<PAGE>
procedures upon counties and  municipalities  ("local units").  Every local unit
must adopt an operating  budget which is balanced on a cash basis,  and items of
revenue  and  appropriation  must  be  independently  audited  by  a  registered
municipal  accountant.  The Division  reviews all  municipal  and county  annual
budgets  prior to adoption.  This process  insures that every  municipality  and
county annually adopts a budget balanced on a cash basis,  within limitations on
appropriations or tax levies,  respectively,  and making adequate  provision for
principal  of and  interest  on  indebtedness  falling  due in the fiscal  year,
deferred charges and other statutory expenditure requirements.

The Local  Government Cap Law (the "Cap Law") generally  limits the year-to-year
increase of the total appropriations of any municipality and the tax levy of any
county  to either  5% or an index  rate  determined  annually  by the  Director,
whichever  is less.  Certain  exceptions  exist to the Cap Law's  limitation  on
increases in appropriations.  The principal  exceptions to these limitations are
municipal and county appropriations to pay debt service requirements;  to comply
with other State or Federal mandates enacted after the effective date of the Cap
Law; amounts approved by referendum; and, in the case of municipalities only, to
fund the  preceding  year's  cash  deficit or to reserve for  shortfalls  in tax
collections.

The Local  Budget Law limits  the amount of tax  anticipation  notes that may be
issued by local units and  requires  the  repayment  of such notes  within three
months of the end of the fiscal  year (six  months in the case of  counties)  in
which  issued.  No local unit is  permitted  to issue  bonds for the  payment of
current   expenses.   Local  units  may  not  issue  bonds  to  pay  outstanding
obligations,  except for refunding purposes,  and then only with the approval of
the Local  Finance  Board.  Local  units may issue bond  anticipation  notes for
temporary  periods not exceeding in the aggregate  approximately  ten years from
the date of issue.  The debt that any local unit may  authorize  is limited to a
percentage of its equalized  valuation basis, which is the three-year average of
the  equalized  value of all taxable real property and  improvements  within the
geographic boundaries of the local unit.

Chapter 75 of the  Pamphlet  Laws of 1991,  signed  into law on March 28,  1991,
requires certain  municipalities  and permits all other  municipalities to adopt
the  State  fiscal  year  in  place  of  the  existing   calendar  fiscal  year.
Municipalities that change fiscal years must adopt a six month transition budget
for January to June.  Since  expenditures  would be expected to exceed  revenues
primarily  because  state aid for the calendar year would not be received by the
municipality  until  after  the  end of the  transition  year  budget,  the  act
authorizes  the  issuance of Fiscal Year  Adjustment  Bonds to fund the one time
deficit for the six month transition  budget.  The act provides that the deficit
in  the  six  month  transition   budget  may  be  funded  initially  with  bond
anticipation notes based on the estimated deficit

                                       15
<PAGE>
in the six month  transition.  Notes  issued  in  anticipation  of  Fiscal  Year
Adjustment  Bonds,  including  renewals,  can only be issued  for up to one year
unless the Local  Finance  Board  permits the  municipality  to renew them for a
further  period.  The Local  Finance  Board  must  confirm  the  actual  deficit
experienced by the  municipality.  The  municipality  then may issue Fiscal Year
Adjustment Bonds to finance the deficit on a permanent basis. The purpose of the
act is to assist municipalities that are heavily dependent on state aid and that
have had to issue tax  anticipation  notes to fund  operating cash flow deficits
each year.  While the act does not  authorize  counties to change  their  fiscal
years,  it does provide that  counties  with cash flow deficits may issue Fiscal
Year Adjustment Bonds as well.

New Jersey's school districts  operate under the same  comprehensive  review and
regulation  as do  its  counties  and  municipalities.  Certain  exceptions  and
differences  are provided,  but the State  supervision of school finance closely
parallels that of local governments.  The State Department of Education has been
empowered  with the necessary  and effective  authority in extreme cases to take
over the  operation of local school  districts  which cannot or will not correct
severe and complex educational deficiencies.

In each school district having a Board of School  Estimate,  the Board of School
Estimate examines the budget request and fixes the appropriation amounts for the
next  year's  operating  budget  after  a  public  hearing.  This  board,  whose
composition is fixed by statute, certifies the budget to the municipal governing
bodies  and to the  local  board of  education.  If either  the  local  board of
estimate  disagrees,  it must appeal to the State Commissioner of Education (the
"Commissioner") to request changes.

In each school district without a Board of School Estimate, the elected board of
education develops the budget proposal and, after public hearing, submits to the
voters of such district for approval.  Previously authorized debt service is not
subject to referendum in the annual budget process. If approved, the budget goes
into effect. If defeated,  the governing body of each municipality in the school
district  has  approximately  20 days to  determine  the amount  necessary to be
appropriated  for each item appearing in such budget.  Should the governing body
fail to  certify  any amount  determined  by them to be  necessary  for any item
rejected at the election, the board of education of such district may appeal the
action to the Commissioner.

School  district  bonds and temporary  notes are issued in  conformity  with the
School Bond Law.  Schools are subject to debt limits and to State  regulation of
their  borrowing.  The debt limitation on school district bonds depends upon the
classification  of the school district,  but may be as high as 4% of the average
equalized  valuation  basis of the  constituent  municipality.  In certain cases
involving school districts in cities with populations exceeding

                                       16
<PAGE>
100,000,  the debt limit is 8% of the average  equalized  valuation basis of the
constituent municipality, and in cities with population in excess of 80,000, the
debt limit is 6% of the aforesaid average equalized valuation.

In 1982, school districts were given an alternative to the traditional method of
bond  financing  capital  improvements  pursuant to the Lease  Purchase Law. The
Lease  Purchase  Law  permits  school  districts  to  acquire a site and  school
buildings through a lease purchase agreement with a private lessor  corporation.
The lease purchase agreement does not require voter approval.  The rent payments
attributable to the lease purchase agreement are subject to annual appropriation
by the school  district  and are  required to be included in the annual  current
expense  budget  of  the  school  district.   Furthermore,   the  rent  payments
attributable  to the lease  purchase  agreement  do not  constitute  debt of the
school  district  and  therefore  do not  impact on the school  district's  debt
limitation.  Lease  purchase  agreements  in excess of five  years  require  the
approval of the Commissioner and the Local Finance Board.

The Local  Authorities  Fiscal Control Law provides for State supervision of the
fiscal  operations and debt issuance  practices of independent local authorities
and special taxing districts by the State Department of Community  Affairs.  The
Local  Authorities  Fiscal Control Law applies to all  autonomous  public bodies
created by counties or  municipalities,  which are empowered to issue bonds,  to
impose facility or service charges,  or to levy taxes in their  districts.  This
encompasses most autonomous local authorities  (sewerage,  municipal  utilities,
parking,  pollution  control,  improvement,  etc.) and special taxing  districts
(fire, water,  sewer, street lighting,  etc.). The Local Finance Board exercises
approval  power over the creation of new  authorities  and special  districts as
well as their dissolution. The Local Finance Board also reviews, conducts public
hearings  and  issues  findings  and  recommendations  on any  proposed  project
financing of an authority or district,  and on any proposed financing  agreement
between a  municipality  or county and an  authority  or special  district.  The
Director  reviews  and  approves  annual  budgets  of  authorities  and  special
districts.

 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 NEIC Operating  Partnership,  L.P.  ("NEICOP") 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


                                       17
<PAGE>
regarding each director and principal officer of the Fund.

The Manager is a Delaware  limited  partnership with its principal office at 600
Fifth Avenue,  New York, New York 10020. As of January 31, 1998, the Manager was
investment  manager,  advisor or supervisor  with respect to assets  aggregating
approximately  $11  billion.  The Manager  acts as manager or  administrator  of
fifteen other  investment  companies  and also advises  pension  trusts,  profit
sharing trusts and endowments.


Effective  January 1, 1998,  NEICOP is the limited  partner and owner of a 99.5%
interest  in the  Manager  replacing  New  England  Investment  Companies,  L.P.
("NEICLP") as the limited  partner and owner of such interest in the Manager due
to a restructuring by New England Investment Companies,  Inc. ("NEIC").  Reich &
Tang Asset  Management,  Inc. (a wholly-owned  subsidiary of NEICOP) is the sole
general partner and owner of the remaining .5% interest of the Manager.  NEIC, a
Massachusetts corporation, serves as the managing general partner of NEICOP.


Reich & Tang Asset  Management,  Inc. is an indirect  subsidiary of Metropolitan
Life Insurance Company  ("MetLife").  Also, MetLife directly and indirectly owns
approximately 47% of the outstanding partnership interests of NEICOP, and may be
deemed a "controlling  person" of the Manager.  Reich & Tang, Inc. owns directly
and indirectly  approximately 13.7% of the outstanding  partnership interests of
NEICOP.

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. On August 30, 1996, The New England Mutual Life
Insurance Company ("The New England") and MetLife merged, with MetLife being the
continuing  company.  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.

NEICOP is a holding company offering a broad array of investment styles across a
wide range of asset  categories  through  thirteen  subsidiaries,  divisions and
affiliates   offering  a  wide  array  of  investment  styles  and  products  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,  Limited Partnership,  Greystone 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, L.P.,
Vaughan,  Nelson,  Scarborough  &  McCullough,  L.P.,  and  Westpeak  Investment
Advisors, L.P. These affiliates in the aggregate are investment


                                       18
<PAGE>
advisors or managers to 80 other registered investment companies.

The recent  restructuring of NEICLP did not result in a change in control of the
manager and has no impact upon the Manager's performance of its responsibilities
and  obligations.  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 November 28, 1995, 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 July 31,  1998 and may be
continued in force thereafter for successive twelve-month periods beginning each
August 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  Investment   Management   Contract  was  approved  by  a  majority  of  the
shareholders  of the  Fund on July 12,  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.

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. Pursuant to the Investment  Management Contract,  the Manager receives
from the Fund a fee  equal to .30% per  annum of the  Fund's  average  daily net
assets for managing  the Fund's  investment  portfolio  and  performing  related
services.

Pursuant  to the  Administrative  Services  Contract  for the Fund,  the Manager
performs clerical,  accounting  supervision and office service functions for the
Fund and provides the Fund with the 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 Manager, at its discretion, may
voluntarily waive all or a portion of the  administrative  services fee. For its
services under the Administrative  Services Contract, the Manager receives a fee
equal to .21% per

                                       19
<PAGE>
annum of the Fund's  average  daily net  assets.  Any  portion of the total fees
received  by the  Manager may be used to provide  shareholder  services  and for
distribution of Fund shares.  (See  "Distribution  and Service Plan" herein.) In
addition, Reich & Tang Distributors, Inc., the Distributor, receives a servicing
fee  equal to .20% per  annum of the  average  daily  net  assets of the Class A
shares  of the Fund  under the  Shareholder  Servicing  Agreement.  The fees are
accrued  daily  and paid  monthly.  Investment  management  fees  and  operating
expenses,  which are attributable to both Classes of shares of the Fund, will be
allocated  daily to each  Class of  shares  based on the  percentage  of  shares
outstanding for each Class at the end of the day.

DESCRIPTION OF
COMMON STOCK

The Fund was  incorporated in Maryland on July 24, 1990. The authorized  capital
stock of the Fund consists of twenty  billion shares of stock having a par value
of one tenth of one cent  ($.001) per share.  The Fund's  Board of  Directors is
authorized  to divide the unissued  shares into separate  series of stock,  each
series representing a separate,  additional investment portfolio.  Shares of all
series will have identical voting rights,  except where, by law, certain matters
must be approved by a majority of the shares of the affected series.  Each share
of  any  series  of  shares  when  issued  has  equal  dividend,   distribution,
liquidation  and voting  rights  within the series for which it was issued,  and
each fractional  share has those rights in proportion to the percentage that the
fractional  share  represents  of a whole share.  Generally,  all shares will be
voted in the  aggregate,  except if voting  by Class is  required  by law or the
matter  involved  affects  only one Class,  in which case  shares  will be voted
separately by Class.  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  nonassessable.  Shares  are
redeemable at net asset value, at the option of the  shareholder.  As of January
31, 1998,  the amount of shares  owned by all officers and  directors as a group
was less than 1% of the outstanding shares of the Fund.

The Fund is subdivided  into two classes of common  stock,  Class A and Class B.
Each  share,  regardless  of  class,  will  represent  an  interest  in the same
portfolio of investments and will have identical voting,  dividend,  liquidation
and   other   rights,   preferences,    powers,    restrictions,    limitations,
qualifications,  designations  and terms and  conditions,  except that:  (i) the
Class A and Class B shares will have different class designations; (ii) only the
Class A shares will be  assessed a service fee of .20% of the average  daily net
assets of the Class A shares of the Fund pursuant to the Rule 12b-1 Distribution
and Service Plan of the Fund; (iii) only the holders of the Class A shares would
be entitled to vote on matters pertaining to the Plan and any related agreements
in accordance with provisions of Rule 12b-1;and (iv) the exchange privilege will
permit shareholders to exchange their shares only for

                                       20
<PAGE>
shares of the same class of a Fund that  participates  in a  exchange  privilege
with the Fund. (See "Exchange  Privilege"  herein.) Payments that are made under
the Plans will be calculated and charged daily to the appropriate class prior to
determining daily net asset value per share and dividends/distributions.


Chase Vista Select shares have been created for the primary purpose of providing
a New Jersey  tax-free  money  market fund  product for  investors  who purchase
shares  directly  from  VFD,  through  dealers  with whom VFD has  entered  into
agreements   for  this   purpose   (see   "Investments   Through   Participating
Organizations"  herein) with whom they have accounts, or who acquire Chase Vista
Select  shares  through  the  exchange  of shares of  certain  other  investment
companies as hereinafter  described.  Chase Vista Select shares are identical to
other shares of the Fund, which are offered  pursuant to a separate  prospectus,
with  respect to  investment  objectives  and yield,  but differ with respect to
certain other matters.  For example,  shareholders  who hold other shares of the
Fund may not  participate in the exchange  privilege  described  herein and have
different arrangements for redemptions by check.


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 such 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.

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 pays dividends monthly.  Fund Business Day means
weekdays (Monday through Friday) except customary business holidays and Good
Friday.  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  within 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 of the same Class of shares  immediately  upon  payment
thereof  unless a  shareholder  has  elected  by  written  notice to the Fund to
receive either of such distributions in cash.

The Class A shares will bear the service  fee under the Plan.  As a result,  the
net income of and the dividends payable to the Class A shares will be lower than
the net  income  of and  dividends  payable  to the  Class B shares of the Fund.
Dividends  paid to each Class of shares of the Fund will,  however,  be declared
and paid on the same days at the same times and, except as noted with respect to
the service fees payable under the Plan, will be

                                       21
<PAGE>
determined in the same manner and paid in the same amounts.

HOW TO PURCHASE AND
REDEEM SHARES


Investors may invest in Chase Vista Select shares through VFD or through dealers
with whom VFD has entered into  agreements for this purpose as described  herein
and those who have accounts with  Participating  Organizations may invest in the
Chase  Vista  Select  shares  through  their   Participating   Organizations  in
accordance with the procedures  established by the Participating  Organizations.
(See "Investments  Through  Participating  Organizations"  herein.) Only Class A
shares are offered through this Prospectus.  Certain Participating Organizations
are compensated by the Distributor from its shareholder servicing fee and by the
Manager  from its  management  fee for the  performance  of these  services.  An
investor who purchases shares through a Participating Organization that receives
payment from the Manager or the  Distributor  will become a Class A shareholder.
All  other  investors,  and  investors  who  have  accounts  with  Participating
Organizations  but  who  do  not  wish  to  invest  in the  Fund  through  their
Participating  Organizations,  may  invest  in the  Fund  directly  as  Class  B
shareholders of the Fund and not receive the benefit of the servicing  functions
performed by a Participating Organization. Class B shares may also be offered to
investors who purchase their shares through  Participating  Organizations who do
not receive  compensation  from the  Distributor or the Manager because they may
not be legally  permitted to receive such as  fiduciaries.  The Manager pays the
expenses  incurred  in  the  distribution  of  Class  B  shares.   Participating
Organizations  whose  clients  become  Class B  shareholders  will  not  receive
compensation  from the Manager or Distributor for the servicing they may provide
to their  clients.  The minimum  initial  investment  in the Chase Vista  Select
shares is $2,500. Initial investments may be made in any amount in excess of the
applicable minimums. The minimum amount for subsequent investments is $100.


The Fund sells and redeems its shares on a  continuing  basis at their net asset
value  and  does not  impose  a 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   from   Participating
Organizations,  VFD, and from dealers with whom VFD has entered into  agreements
for this purpose.

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 has been converted into Federal Funds.

Shares will be issued as of the first determination of the Fund's net


                                       22
<PAGE>
asset  value per share for each Class made after  acceptance  of the  investor's
order at the net asset value per share  first  determined  after  receipt of the
order. Shares begin accruing income dividends on the day they are purchased. The
Fund reserves the right to reject any subscription for its shares.  Certificates
for Fund shares will not be issued to an investor.

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,  New York City time,  on a Fund  Business  Day will not
result in share  issuance  until the  following  Fund  Business Day. Fund shares
begin accruing income on the day the shares are issued to an investor.

There is no  redemption  charge,  no minimum  period of  investment,  no minimum
amount for a redemption and no restriction on frequency of withdrawals. Proceeds
of redemptions are paid by check.  Unless other instructions are given in proper
form to the Fund's transfer agent, a check for the proceeds of a redemption will
be sent to the  shareholder's  address of  record.  If a  shareholder  elects to
redeem all the shares of the Fund he owns, all dividends  accrued to the date of
such redemption  will be paid to the shareholder  along with the proceeds of the
redemption.

The  right  of  redemption  may not be  suspended  or the date of  payment  upon
redemption  postponed for more than seven days after the shares are tendered for
redemption, 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 SEC determines that trading thereon is restricted,  or for any period during
which an  emergency  (as  determined  by the SEC)  exists  as a result  of which
disposal by the Fund of its portfolio  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 SEC 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 12 noon that day.
Shares redeemed are not entitled to participate in dividends declared on the day
a redemption becomes effective. A redemption request received after 12 noon, New
York City time,  on any Fund  Business  Day becomes  effective  on the next 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  or his
Participating  Organization's  account  after a  withdrawal  is less than  $500.
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 any  shareholder  who receives  such a notice may (without  regard to the
normal $100 requirement for an additional


                                       23
<PAGE>
investment) make a purchase of additional shares to increase the total net asset
value  at  least  to  the  minimum  amount  and  thereby  avoid  such  mandatory
redemption.

For Participant  Investor accounts,  notice of a proposed  mandatory  redemption
will  be  given  only to the  appropriate  Participating  Organization,  and the
Participating  Organization  will be responsible  for notifying the  Participant
Investor  of the  proposed  mandatory  redemption.  During the  notice  period a
shareholder or  Participating  Organization who receives such a notice may avoid
mandatory redemption by purchasing  sufficient additional shares to increase the
total net asset value to at least $500.

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


INITIAL PURCHASE OF
CHASE VISTA SELECT SHARES


Investors may obtain a current  prospectus  and the order form necessary to open
an account by telephoning the Chase Vista Service Center at 1-800-34-VISTA.


Mail. To purchase  shares of the "Chase Vista  Select"  shares send a check made
payable to "Vista Select Shares of New Jersey Daily Municipal Income Fund, Inc."
along with a completed subscription order form to:


New Jersey Daily Municipal Income Fund, Inc.
P.O. Box 419392
Kansas City, Missouri 64141-6392

Checks  are  accepted  subject  to  collection  at full  value in United  States
currency.  Payment by a check drawn on any member  bank 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 and to be invested in Fund
shares. An investor's  subscription will not be accepted until the Fund receives
Federal Funds.

Bank Wire.  To purchase  shares of the Chase Vista Select  shares using the wire
system for  transmittal of money among banks,  investors  should first telephone
the Fund at 1-800-34-VISTA  to obtain a new account number.  The investor should
then instruct a member commercial bank to wire the money immediately to:

DST Systems, Inc.
ABA #1010-0362-1
CHASE VISTA FUNDS
DDA #751-1-629
For New Jersey Daily Municipal Income Fund, Inc.
Account of
Fund Account #
SS#/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
that 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

                                       24
<PAGE>
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 either by bank wire or by mailing a check to:

Chase Vista Funds
P.O. Box 419392
Kansas City, Missouri  64141-6392

There is a $100  minimum  for each  subsequent  purchase.  All  payments  should
clearly indicate the shareholder's account number. Provided that the information
on the  subscription  order  form on file with the Fund is still  applicable,  a
shareholder may re-open 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 for each
Class  following  receipt by the Fund's  transfer agent of the redemption  order
(and any supporting documentation which it may require).  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, New York City time.  However,  redemption  payments will
not be effected unless the check (including a certified or cashier's check) used
for investment has been cleared for payment by the  investor's  bank,  currently
considered by the Fund to occur 15 days after investment.

A  shareholder's  original  subscription  order form permits the  shareholder to
redeem by written request and to elect one or more of the additional  redemption
procedures  described  below.  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 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  (signature  guarantees by
notaries public are not acceptable).

Written Requests.  Shareholders may make a redemption in any amount by sending
a written request to the Fund addressed to:

                                       25
<PAGE>
Chase Vista Funds
P.O. Box 419392
Kansas City, Missouri  64141-6392

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 Fund's agent bank.
Checks may be drawn in any amount of $500 or more.  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 up to 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 until the check has cleared,  which could take 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
interests 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.  Checks
drawn on a jointly owned  account may, at the  shareholder's  election,  require
only one  signature.  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.  Since the dollar value of the account  changes daily,
the total value of the account may not be  determined in advance and the account
may not be entirely redeemed by check. In addition,  the Fund reserves the right
to charge the shareholder's  account a fee up to $20 for checks not honored as a
result of an insufficient  account value, a check deemed not negotiable  because
it has been held  longer than six months,  an  unsigned  check and a  post-dated
check.  The Fund reserves the right to terminate or modify the check  redemption
procedure at any time or impose  additional  fees following  notification to the
Fund's shareholders.

                                       26
<PAGE>
Investors  wishing to avail themselves of this method of redemption should elect
it on their  subscription  order  form.  Individuals  and joint  tenants are not
required  to  furnish  any  supporting  documentation.  Corporations  and  other
entities  making this  election,  however,  are  required to furnish a certified
resolution or other  evidence of  authorization  in  accordance  with the Fund's
normal practices.  Appropriate  authorization  forms will be sent by the Fund or
its agents to corporations  and other  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 or to impose  additional  fees
following notification to the Fund's shareholders.


Telephone.  The Fund accepts telephone requests for redemption from shareholders
who elect this option. The proceeds of a telephone redemption may be sent to the
shareholders  at their address or, to their bank accounts,  both as set forth in
the subscription order form or in a subsequent written  authorization.  However,
all  telephone  redemption  instructions  in  excess  of  $25,000  will be wired
directly to such  previously  designated  bank  account,  for the  protection of
shareholders.  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. To provide  evidence of telephone
instructions,  for Chase Vista Select  Shares,  the  transfer  agent will record
telephone  conversations  with  shareholders.  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 reasonable 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
1-800-34-VISTA 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 and on the next Fund  Business  Day of 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.

EXCHANGE PRIVILEGE


Shareholders of the Chase Vista Select shares may exchange at relative net asset
value for Vista Shares of the Chase Vista U.S. Government Money Market Fund, the
Chase Vista 100% U.S.  Treasury  Securities  Money Market Fund,  the Chase Vista
Treasury Plus Money Market Fund,  the Chase Vista Federal Money Market Fund, the
Chase Vista Prime

                                       27
<PAGE>
Money Market Fund,  the Chase Vista Cash  Management  Fund,  the Chase Vista Tax
Free Money Market Fund, the Chase Vista New York Tax Free Money Market Fund, the
Chase Vista  California  Tax Free Money Market Fund,  and the Chase Vista Select
shares of any Reich & Tang Asset Management L.P. sponsored fund and may exchange
at relative net asset value plus any applicable  sales charges,  the Chase Vista
Select  shares of the Fund for the shares of the  non-money  market  Chase Vista
Funds, in accordance with the terms of the  then-current  prospectus of the fund
being  acquired.  The  prospectus  of the Chase Vista Fund into which shares are
being exchanged  should be read carefully prior to any exchange and retained for
future  reference.  With  respect  to  exchanges  into a fund  which  charges  a
front-end  sales  charge,  such  sales  charge  will  not be  applicable  if the
shareholder  previously  acquired his Chase Vista Select shares by exchange from
such fund.  Under the  exchange  privilege,  Chase  Vista  Select  shares may be
exchanged  for shares of other funds only if those funds are  registered  in the
states  where the  exchange  may  legally  be made.  In  addition,  the  account
registration  for the Chase Vista Funds into which Chase Vista Select shares are
being  exchanged must be identical to that of the account  registration  for the
Fund from which shares are being  redeemed.  Any such exchange may create a gain
or loss to be recognized  for Federal income tax purposes.  Normally,  shares of
the fund to be acquired are purchased on the redemption  date, but such purchase
may be delayed by either Fund up to five  business  days if the Fund  determined
that it would be disadvantaged by an immediate  transfer of the proceeds.  (This
privilege may be amended or  terminated  at any time  following 60 days' written
notice.)  Arrangements  have been made for the  acceptance  of  instructions  by
telephone to exchange shares if certain  preauthorizations  or  indemnifications
are accepted and on file.  Further  information  is available  from the Transfer
Agent.


SPECIFIED AMOUNT AUTOMATIC WITHDRAWAL PLAN

Shareholders  who own  $10,000 or more  shares of the Fund may elect to withdraw
shares and receive  payment from the Fund of a specified  amount of $100 or more
automatically  on a  monthly  or  quarterly  basis  in an  amount  approved  and
confirmed by the Manager.  In order to make a payment,  a number of shares equal
in  aggregate  net asset value to the payment  amount are  redeemed at their net
asset value so that the  designated  payment is received  on  approximately  the
first or fifteenth day of the month  following  the end of the selected  payment
period.  To the extent that the  redemptions  to make plan  payments  exceed the
number of shares purchased through  reinvestment of dividends and distributions,
the redemptions  reduce the number of shares  purchased on original  investment,
and may ultimately liquidate a shareholder's investment.

The election to receive automatic withdrawal payments may be made


                                       28
<PAGE>
at the time of the original  subscription  by so indicating on the  subscription
order form.  The election may also be made,  changed or  terminated at any later
time by the participant.  Because the withdrawal plan involves the redemption of
Fund shares,  such withdrawals may constitute taxable events to the shareholder,
but the Fund does not expect that there will be any realizable capital gains.

INVESTMENTS THROUGH
PARTICIPATING ORGANIZATIONS

Participant  Investors  may,  if they  wish,  invest  in the  Fund  through  the
Participating  Organizations  with  which  they  have  accounts.  "Participating
Organizations" are securities brokers, banks and financial institutions or other
industry  professionals  or  organizations  which have entered into  shareholder
servicing  agreements with the Fund. When instructed by its customer to purchase
or  redeem  Fund  shares,  the  Participating  Organization,  on  behalf  of the
customer, transmits to the transfer agent a purchase or redemption order, and in
the case of a  purchase  order,  payment  for the  shares  being  purchased.  No
certificates are issued with respect to investments in the Fund.


Participating  Organizations may confirm to their customers who are shareholders
in the Fund each  purchase and  redemption  of Chase Vista Select shares for the
customers' accounts. Also, Participating  Organizations may send their customers
periodic  account  statements  showing the total  number of Chase  Vista  Select
shares owned by each  customer as of the statement  closing date,  purchases and
redemptions  of Chase Vista  Select  shares by each  customer  during the period
covered by the  statement  and the income earned by Chase Vista Select shares of
each customer during the statement period  (including  dividends paid in cash or
reinvested in additional Chase Vista Select shares).

Participating Organizations may charge Participant Investors a fee in connection
with their use of  specialized  purchase and  redemption  procedures  offered to
Participant   Investors  by  the  Participating   Organizations.   In  addition,
Participating  Organizations offering purchase and redemption procedures similar
to those  offered to  shareholders  who invest in the Fund  directly  may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders  who invest in the Fund directly.  Accordingly,
the net yield to investors who invest through Participating Organizations may be
less than by investing in the Fund directly.  A Participant Investor should read
this Prospectus in conjunction with the materials  provided by the Participating
Organization describing the procedures under which Chase Vista Select shares may
be purchased and redeemed through the Participating Organization.


The Glass-Steagall Act limits the ability of a depository  institution to become
an  underwriter  or  distributor  of  securities.  It is the  Fund  management's
position, however, that banks are not 


                                       29
<PAGE>
prohibited  from acting in other  capacities for investment  companies,  such as
providing  administrative  and  shareholder  account  maintenance  services  and
receiving compensation from the Manager for providing such services.  This is an
unsettled area of the law, however, and if a determination  contrary to the Fund
management's  position is made by a bank regulatory  agency or court  concerning
shareholder servicing and administration payments to banks from the Manager, any
such payments will be terminated and any shares  registered in the banks' names,
for  their  underlying  customers,  will  be  re-registered  in the  name of the
customers  at no  cost to the  Fund  or its  shareholders.  In  addition,  state
securities laws may differ on this issue from the interpretations of Federal law
expressed  herein  and banks  and  financial  institutions  may be  required  to
register as underwriters, distributors or dealers pursuant to state law.

In the case of qualified  Participating  Organizations,  orders  received by the
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.  Participating  Organizations are responsible for instituting procedures to
insure  that  purchase  orders  by  their   respective   clients  are  processed
expeditiously.

DISTRIBUTION AND
SERVICE PLAN

Pursuant  to Rule  12b-1  under  the  1940  Act,  the SEC 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 and Reich & Tang Distributors,  Inc.
(the "Distributor") have entered into a Distribution Agreement and a Shareholder
Servicing Agreement (with respect to Class A shares only).

Under the Shareholder Servicing Agreement, the Distributor receives with respect
only to Class A shares  a  service  fee  equal to .20% per  annum of the  Fund's
average  daily net  assets  (the  "Shareholder  Servicing  Fee")  for  providing
personal  shareholders services and for the maintenance of shareholder accounts.
The fee is  accrued  daily and paid  monthly  and any  portion of the fee may be
deemed to be used by the Distributor for payments to participating organizations
with respect to their  provision of such  services to their clients or customers
who are shareholders of the Class A shares of the Fund. The Class B shareholders
will not receive the benefit of such services from  Participating  Organizations
and, therefore, will not be assessed a Shareholder Servicing Fee.


                                       30
<PAGE>
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,
including Participating Organizations with whom the Distributor has entered into
written   agreements,   for   performing   shareholder   servicing  and  related
administrative  functions  on behalf of the Class A shares of the Fund;  (ii) to
compensate  certain  Participating  Organizations  for  providing  assistance in
distributing  the  Class A Shares  of the  Fund;  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  may also make  payments  from time to time from its own  resources,
which may include  the  Shareholding  Servicing  Fee and past  profits,  for the
purposes  enumerated in (i) above.  The Distributor 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 either the Investment  Management Contract
in effect for that year or under the Shareholder  Servicing  Agreement in effect
for that year.

Under the Distribution  Agreement,  the Distributor serves as distributor of the
Fund's shares 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.

The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses,  including the cost of dedicated lines and CRT terminals,  incurred by
the  Manager  and  Distributor  in  carrying  out  their  obligations  under the
Shareholder  Servicing  Agreement  with  respect  to  Class A  shares,  and (ii)
preparing,   printing  and   delivering   the  Fund's   prospectus  to  existing
shareholders  of the Fund and  preparing and printing  subscription  application
forms for shareholder accounts.

For the fiscal year ended October 31, 1997,  the total amount spent  pursuant to
the Plan for Class A shares  was .43% of the  average  daily  net  assets of the
Fund,  of which .20% of the average daily net assets was paid by the Fund to the
Distributor,  pursuant  to the  Shareholder  Servicing  Agreement  and an amount
representing  .23% was paid by the  Manager  (which  may be deemed  an  indirect
payment by the Fund).  Of the total  amount paid by the  Manager,  $789,345  was
utilized  for Broker  assistance  payments,  $11,728 for  compensation  to sales
personnel, $3,054 for travel and expenses, $21,109 for Prospectus printing,


                                       31
<PAGE>
and $819 on miscellaneous expenses.

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'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 derived from the interest earned on Municipal Obligations are
"exempt-interest  dividends" and are not subject to regular  Federal income tax,
although as described below, such "exempt-interest  dividends" may be subject to
Federal alternative minimum 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  shareholders  as  ordinary  income for
Federal  income  tax  purposes,  whether  received  in  cash  or  reinvested  in
additional shares of the Fund. Although it is not intended,  it is possible that
the Fund may realize  short-term or long-term capital gains or losses.  The Fund
informs  shareholders  of the  amount  and  nature of its  income and gains in a
written notice mailed to shareholders  not later than 60 days after the close of
the Fund's taxable year. For Social Security recipients,  interest on tax-exempt
bonds, including "exempt interest dividends" paid by the Fund, is to be added to
adjusted  gross income for purposes of computing  the amount of Social  Security
benefits  includible  in gross  income.  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
payment test, or 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 in
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 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. Although the Fund intends to maintain a $1.00 per
share net asset value, a Shareholder may realize a taxable gain or loss upon the
disposition of shares.

With  respect to  variable  rate  demand  instruments,  including  Participation
Certificates  therein,  the Fund is relying on the opinion of Battle Fowler LLP,
counsel to the Fund,  that it will be treated for Federal income tax purposes as
the owner of the underlying  Municipal  Obligation and that the interest thereon
will be  tax-exempt  to the  Fund to the  same  extent  as the  interest  on the
underlying  Municipal  Obligations.  Counsel has  pointed out that the  Internal


                                       32
<PAGE>
Revenue Service has announced that it will not ordinarily  issue advance rulings
on the  question of the  ownership  of  securities  or  participation  interests
therein  subject  to a put and  could  reach a  conclusion  different  from that
reached by counsel.

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  regular  income  tax of  the  interest  earned  on the
Municipal Obligations.

NEW JERSEY INCOME TAXES

The  designation  of all or a  portion  of a  dividend  paid  by the  Fund as an
"exempt-interest  dividend"  under the Code does not  necessarily  result in the
exemption  of such amount  from tax under the laws of any state or local  taxing
authority.

The Fund intends to be a "qualified  investment  fund" within the meaning of the
New Jersey gross income tax. The primary  criteria for constituting a "qualified
investment fund" are that (1) such fund is an investment company registered with
the SEC which,  for the calendar year in which the  distribution is paid, has no
investments  other than interest bearing  obligations,  obligations  issued at a
discount,  cash and cash items,  including  receivables  and financial  options,
futures,  forward contracts,  or other similar financial instruments relating to
interest-bearing  obligations,  obligations issued at a discount or bond indexes
related  thereto and (2) at the close of each quarter of the taxable year,  such
fund  has not less  than 80% of the  aggregate  principal  amount  of all of its
investments,  excluding financial options,  futures, forward contracts, or other
similar  financial   instruments   relating  to  interest-bearing   obligations,
obligations  issued at a discount or bond indexes  related thereto to the extent
such  instruments are authorized  under the regulated  investment  company rules
under the Code, cash and cash items, which cash items shall include receivables,
in New Jersey  Municipal  Obligations,  Territorial  Municipal  Obligations  and
certain other specified  securities.  Additionally,  a qualified investment fund
must comply with certain continuing  reporting  requirements.  In the opinion of
Sills Cummis Zuckerman Radin Tischman Epstein & Gross,  P.A., special New Jersey
tax  counsel  to the  Fund,  assuming  that the  Fund  constitutes  a  qualified
investment fund and that the Fund complies with the reporting  obligations under
New Jersey law with respect to qualified  investment  funds,  (a)  distributions
paid by the Fund to a New Jersey  resident  individual  shareholder  will not be
subject to


                                       33
<PAGE>
the New  Jersey  gross  income  tax to the  extent  that the  distributions  are
attributable to income received as interest on or gain from New Jersey Municipal
Obligations or Territorial Municipal Obligations,  and (b) gain from the sale of
shares in the Fund by a New Jersey resident  individual  shareholder will not be
subject to the New Jersey gross income tax.

Shareholders  are urged to consult  with their tax  advisors  the  treatment  of
distributions  from the Fund and  ownership  of  shares of the Fund in their own
states and localities.

GENERAL INFORMATION

The Fund was  incorporated  under the laws of the State of  Maryland on July 24,
1990 and it is  registered  with the SEC as an  open-end  management  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 (a) for the  election of  directors,  (b) for approval of revised
investment  advisory  contracts with respect to a particular  class or series of
stock, (c) for approval of revisions to the Fund's  distribution  agreement with
respect  to a  particular  class or series of  stock,  and (d) upon the  written
request of holders or 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 SEC 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 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 SEC,
including  the exhibits  thereto.  The  Registration  Statement and the exhibits
thereto  may be examined at the  Commission  and copies  thereof may be obtained
upon payment of certain duplicating fees.

NET ASSET VALUE
- ----------------------

The net asset value of each Class the Fund's shares is determined as of 12 noon,
New York City time, on each Fund Business Day. The net asset value of a Class is
computed  by dividing  the value of the Fund's net assets for such Class  (i.e.,
the value of its  securities  and other assets less its  liabilities,  including
expenses payable or accrued but excluding capital stock

                                       34
<PAGE>
and surplus) by the total number of shares outstanding for such Class.

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 TRANSFER AGENT
AND DIVIDEND AGENT


Investors  Fiduciary  Trust  Company,  801  Pennsylvania  Street,  Kansas  City,
Missouri  64105 is custodian  for the Fund's cash and  securities.  DST Systems,
Inc., 127 West 10th Street,  Kansas City,  Missouri 64105, is the transfer agent
and  dividend  agent for the Chase Vista Select  shares of the Fund.  The Fund's
custodian  and transfer  agents do not assist in, and are not  responsible  for,
investment decisions involving assets of the Fund.


                                       35
<PAGE>
(This Page Intentionally Left Blank)
<PAGE>
   
CHASE VISTA FUNDS
Vista Service Center
P.O. Box 419392
Kaansas City, Missouri 64141-6392
    

   
NEW ACCOUNT APPLICATION (FOR INITIAL INVESTMENT ONLY.)
CHASE VISTA MONEY MARKET FUNDS (VISTA SHARES)
    

1. Account Registration

For Individual: Use line 1

Note:  To establish an account  beneficiary,  check TOD box below and  designate
beneficiaries in the space provided, or include on a separate page:

 TOD
For Joint Account: Use lines 1 & 2

In the case of joint registration, this account will be registered joint tenants
with rights of survivorship  and not tenants in common,  unless otherwise stated
by the investor.

For a Minor: Use line 3

For Trust, Corporation, Partnership or other legal entity: Use line 4

The Registered owner is a:
 Corporation     Trust
 Partnership     Non-Profit or Charitable Org.
 Other 

Please Print name clearly and exactly as account is to be registered

1.      [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ][ ] 
        First Name      M.I.    Last Name
        [ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ][ ]
        Social Security Number
2.      [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ]
        First Name      M.I.    Last Name
        [ ] [ ] [ ]-[ ] [ ]-[ ] [ ] [ ][ ]
        Social Security Number

3.      [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ][ ]
        Custodian First Name    M.I.    Last Name
Custodian for
        [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ][ ]
        Minor's First Name      M.I.    Last Name
        [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ]
        Minor's Social Security Number
Under the  [ ] [ ] [ ][ ] [ ] [ ] [ ][ ] Uniform Gifts/Transfers to Minors Act.
        Name of State

4.      [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ]
        Name of Entity (If a Trust, include date of agreement and type)
        [ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ]
        Authorized Individual
        [ ] [ ]-[ ] [ ] [ ][ ] [ ] [ ][ ]       [ ] [ ] [ ][ ] [ ] [ ][ ] [ ]
        Tax I.D. Number Title

2. Mailing Address

[ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ]
Street  Apt. No.
[ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ]      [ ] [ ]
City    State   Zip
[ ] [ ] [ ] [ ] [ ] [ ]-[ ] [ ] [ ][ ]  [ ] [ ] [ ] [ ] [ ] [ ]-[ ] [ ] [ ][ ]
Daytime Phone Number    Evening Phone Number    Country

3. Initial Investment $2,500 minimum initial investment per fund/account or $250
initial investment with a $200 systematic monthly purchase

A.  Please  indicate  the name of the Fund you wish to  invest  in and make your
check payable to the Fund(s).
        Chase Vista Fund Name (Fund Number)            Amount
        U.S. Government Money Market Fund (220)        $________________
        100% Treasury Money Market Fund (677)          $________________
        Treasury Plus Money Market Fund (678)          $________________
        Federal Money Market Fund (353)                $________________
        Cash Management Fund (223)                     $________________
        Tax Free Money Market Fund (2)                 $________________
        California Tax Free Money Market Fund (99)     $________________
        New York Tax Free Money Market Fund (3)        $________________
        Select Shares of Connecticut Daily 
        Tax Free Income Fund (140)                     $________________
        Select Shares of New Jersey Daily 
        Municipal Income Fund (141)                    $________________

B. Please have your  representative  fill in this  information  if he/she opened
your account. This will avoid a duplicate order.

Trade Date _________ Confirm Number __________ Account Number ________________

<PAGE>
4. For Dealer Use Only

When opening your account through a representative, have him/her complete this
section


We guarantee the signature and legal capacity of the applicant.
________________________________________________________________________________
Dealer/Company Name     Dealer Number   Branch and Region Number (if applicable)
________________________________________________________________________________
Address
________________________________________________________________________________
Representative Name     Rep. #  Daytime Phone Number

Authorized Signature ____________________________________________


5. Distributions
Please indicate how you would like to receive distributions (check only one)

1. [ ]  Dividends reinvested in additional shares
2. [ ]  Dividends automatically deposited to your checking account (Please
        complete Section 7)
3. [ ]  Dividends mailed to your address in Section 2

6. Telephone  Privileges

You will be able to execute  telephone  transactions  by calling  1-800-34-VISTA
(800-348-4782)  24 hours a day for automated  service,  9 am - 6 pm EST to speak
with a service representative

Telephone  privileges will be provided to you automatically unless you elect not
to by checking the box associated with each privilege.

[] Telephone  Purchases ($100  minimum)-Your  purchase will be deducted from the
account you designate by completing Section 7.

[] Telephone  Exchanges-Permits  exchanges into  established  Chase Vista Funds
($100 minimum) or to new Chase Vista  Funds ($2,500 minimum).

[]  Telephone   Redemptions-Permits   redemptions  by  telephone  with  proceeds
deposited  in the bank  account  you  designate  in  Section 7 or mailed to your
address (maximum check amount $25,000).

7. Bank Account Designation
This section must be completed to permit  certain  options chosen in Sections 5,
6, 8 and 9

Account name must match the name in Section 1. A blank/voided  check is required
for account and bank routing information.

_______________________________________________________________________________
Name of Bank            Branch
_______________________________________________________________________________
Bank Address    City    State   Zip

___________________________             [ ] [ ][ ] [ ] [ ][ ] [ ] [ ][ ] [ ] [ ]
Type of Account (Checking/Savings)      Account Number

[ ] Please check this Box to confirm voided check is attached.

8. Systematic Investment Plan

Amounts  (minimum  $100) will be  automatically  drawn on your bank  account and
invested in your Chase Vista Fund account

Authorization Form

Invest  automatically the amount of  $_______________  on or about the _________
day.  Purchases  will be made  monthly  unless  you wish to elect  quarterly  by
checking this box n. If the day you selected for your  automatic  purchase falls
on a holiday or a weekend,  the purchase  could be delayed.  Funds will be drawn
from (check one):

1. [ ] my/our bank account indicated in Section 7.

2. [ ] my/our  Chase Vista money market  account and  invested in another Chase
    Vista Fund, subject to applicable sales charges.

Fund Name: ______________________________________  Class of Shares:  [] A  [] B

Your first  automatic  monthly  investment  will occur no sooner  than two weeks
after the receipt of your application.

9. Systematic Redemption Plan

This is a convenient way to receive  payments from your fund account.  This Plan
is  subject  to  minimum   account   balances,   minimum  monthly  or  quarterly
redemptions, and any applicable sales charges dependent upon the class of shares
you own.

Please make  payments  of  $_______________  prior to the first day of every:  n
month or n quarter beginning with the month of __________________________.  Your
Application  must be  received  in good order at least two weeks  prior to first
actual redemption date.

Check One: [ ] Redemption  proceeds  automatically  deposited to the account you
               designate in Section 7, or
           [ ] Mail check payable to:

________________________________________________________________________________
Individual or Company Name
________________________________________________________________________________
Street Address  City    State   Zip

<PAGE>
10. Checkwriting Authorization & Signature (For A Shares Only)

[ ] Check here if you would like  checkwriting  privileges.  ($500  minimum  per
check.) Only one signature will be required on joint accounts.

CHECKWRITING  DRAFTS WILL BE ISSUED 15 DAYS AFTER ACCOUNT IS FUNDED BY CHECK,  7
DAYS IF FUNDED BY AUTOMATED CLEARING HOUSE PURCHASE.

11. Acknowledgment, Certification & Signatures

This section must be signed in order to open a Chasse Vista account

UNDER THE PENALTIES OF PERJURY,  THE UNDERSIGNED  CERTIFIES THAT (1) HE/SHE IS A
CITIZEN OR RESIDENT OF N THE UNITED STATES OR N (STATE COUNTRY) __________,  (2)
THE SOCIAL SECURITY NUMBER OR TAXPAYER  IDENTIFICATION NUMBER SHOWN IN SECTION 1
IS CORRECT,  AND (3) HE/SHE IS NOT SUBJECT TO BACKUP  WITHHOLDING EITHER BECAUSE
HE/SHE HAS NOT BEEN NOTIFIED THAT HE/SHE IS SUBJECT TO BACKUP  WITHHOLDING  AS A
RESULT OF A FAILURE  TO REPORT  ALL  INTEREST  AND  DIVIDENDS,  OR THE  INTERNAL
REVENUE SERVICE HAS NOTIFIED  HIM/HER THAT HE/SHE IS NO LONGER SUBJECT TO BACKUP
WITHHOLDING. (IF THE UNDERSIGNED IS SUBJECT TO BACKUP WITHHOLDING, CROSS OUT THE
WORDS AFTER (3) ABOVE.)

By signing this Application,  the undersigned (1) appoints his/her broker-dealer
or shareholder  servicing agent, and/or authorized  sub-agent,  as his/her agent
for all  transactions on his/her behalf with any Chase Vista Fund; (2) certifies
that he/she has received,  reviewed and accepts this Application  (including the
services  described  herein) and the current  prospectus(es)  of the Chase Vista
Fund(s) in which he/she is  investing  and accepts the related  statement(s)  of
additional  information;  and (3) agrees that all statements in this Application
apply to shares of any Chase  Vista Fund or Chase Vista  Select  Shares of other
funds into which his/her shares are transferred.

Subject  to the  terms  and  conditions  herein  and in  the  applicable  Fund's
prospectus and statement of additional information, the undersigned releases and
agrees to hold harmless the Chase Vista Funds and its agents  and/or  sub-agents
against any claim,  liability,  loss, damage, and expense for any act or failure
to  act  in  connection  with  Fund  shares,  any  related  investment  account,
privileges  or services,  and oral and written  instructions  relating  thereto.
Shareholders  should be aware that Chase and its  affiliates  may exchange among
themselves certain information about the shareholder and his account.

THE  UNDERSIGNED  CERTIFIES  THAT  HE/SHE  (1) WAS NOT  OFFERED  ANY  ADVICE  OR
RECOMMENDATION  ON  INVESTING  IN ANY  FUND  BY ANY  COMMERCIAL  BANK;  AND  (2)
UNDERSTANDS THAT (I) NO INVESTMENT ACCOUNT ESTABLISHED WITH RESPECT TO THE CHASE
VISTA FUNDS IS A DEPOSIT  ACCOUNT AND NEITHER  SUCH  ACCOUNT NOR FUND SHARES ARE
FDIC INSURED OR INSURED BY THE FEDERAL  RESERVE BOARD OR ANY OTHER AGENCY;  (II)
FUND SHARES ARE NOT OBLIGATIONS OF, ENDORSED BY, NOR GUARANTEED BY, CHASE OR ANY
COMMERCIAL  BANK;  AND (III) THE  UNDERSIGNED  MUST MAKE HIS/HER OWN  INVESTMENT
DECISIONS  AND ASSUME ALL RISK OF LOSS - INCLUDING  POSSIBLE LOSS OF PRINCIPAL -
RESULTING FROM DECISIONS TO PURCHASE, EXCHANGE OR SELL SHARES OF ANY FUND(S).

Check One:      [] U.S. Citizen  [] Resident Alien 
                [] Non-Resident Alien; Country of Tax Residency

The Internal  Revenue  Service does not require your consent to any provision of
this  document   other  than  the   certifications   required  to  avoid  backup
withholding.

Individual or Custodial Accounts
____________________________________________
Signature of Individual or Custodian    Date
____________________________________________
Signature of Joint Tenant (if any)      Date

Corporations, Partnerships, Trusts, etc.
____________________________________________
Signature of Corporate Officer, General Partner, Trustee, etc. Date
____________________________________________
Signature of Corporate Officer, General Partner, Trustee, etc. Date

PLEASE COMPLETE THE FOLLOWING SECTIONS IF YOU ARE AN INSTITUTIONAL INVESTOR ONLY

12. PERSON(S) AUTHORIZED TO CONDUCT TRANSACTIONS

The following persons ("Authorized Person(s)") are currently officers, trustees,
general partners,  or other authorized agents of the Shareholder.  Any _____* of
the  Authorized   Person(s)  is,  by  lawful  and  appropriate   action  of  the
Shareholder,  a person  entitled to give  instructions  regarding  purchases and
redemptions or to make inquiries, regarding your Account.

____________________________________________
Name/Title      Signature       Date
____________________________________________
Name/Title      Signature       Date
____________________________________________
Name/Title      Signature       Date
____________________________________________ 
Name/Title      Signature       Date

DST  Systems,  Inc.  ("DST") may,  without  inquiry,  act upon the  instructions
(whether verbal, written, or provided by wire,  telecommunication,  or any other
process) of any person claiming to be an Authorized Person.  Neither DST nor any
entity  on behalf of which  DST is  acting  shall be  liable  for any  claims or
expenses (including legal fees) or for any losses,  resulting from actions taken
upon any  instructions  believed to be genuine.  DST may continue to rely on the
instructions  made by any person claiming to be an Authorized Person until it is
informed  through  an  amended  Application  that the  person  is no  longer  an
Authorized  Person and it has a  reasonable  period  (not to exceed one week) to
process the amended Application. Provisions of this Application shall be equally
applicable to any successor of DST.

*If this space is left blank,  any one  Authorized  Person is authorized to give
instructions and make inquiries.  Verbal  instructions will be accepted from any
one  Authorized  Person.  Written  instructions  will require  signatures of the
number of Authorized Persons indicated in this space.

<PAGE>
13.  Certificate of Authority  Institutional  investors must complete one of the
following two Certificates of Authority.

A. FOR CORPORATIONS AND  UNINCORPORATED  ASSOCIATIONS (With a Board of Directors
or Board of Trustees).

I,   ____________________________________,    Secretary   of   the   above-named
Shareholder,  do hereby  certify that a meeting on  _______________,  at which a
quorum was present throughout, the Board of Directors (Board of Trustees) of the
shareholder  duly adopted a resolution  which is in full force and effect and in
accordance with the Shareholder's charter and by-laws,  which resolution did the
following:  (1) empowered the  officer/trustee  executing this Application to do
so, on behalf of the  Shareholder;  (2)  empowered  the  above-named  Authorized
Person(s) to effect  securities  transactions  for the  Shareholder on the terms
described above; (3) authorized the Secretary to certify, from time to time, the
names and  titles of the  officers  of the  Shareholder  and to notify  DST when
changes in officers occur; and (4) authorized the Secretary to certify that such
a  resolution  has been duly  adopted  and will  remain in full force and effect
until DST receives a duly enacted amendment to the Certification form.

Witness  my  hand  and  seal on  behalf  of the  Shareholder  this  ____  day of
___________________, 19___ Secretary_________________________________________

The  undersigned  officer (other than the Secretary)  hereby  certifies that the
foregoing instrument has been signed by the Secretary of the Shareholder.

_______________________________________________________
Certifying Officer of the Corporation or Unincorporated Association

B. PARTNERSHIPS AND TRUSTS (Even if you are the sole trustee)

The undersigned certify that they are all the general  partners/trustees  of the
Shareholder  and that they have done the  following  under the  authority of the
Shareholder's partnership  agreement/trust instrument: (1) empowered the general
partner/trustee   executing  this   Application  to  do  so  on  behalf  of  the
shareholder;  (2)  empowered  the  above-named  Authorized  Person(s)  to effect
securities  transactions  for the Shareholder on the terms described  above; and
(3)  authorized  the Secretary to certify,  from time to time,  the names of the
general  partners/trustees  of the shareholder and to notify DST when changes in
general  partners/trustees  occur. This  authorization will remain in full force
and effect until DST receives a further duly  executed  certification.  If there
are not enough spaces here for all the necessary signatures, complete a separate
certificate  containing  the  language  of  Certificate  B and  attach it to the
Application.
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