NEW JERSEY DAILY MUNICIPAL INCOME FUND INC
497, 1999-03-19
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                                                                     RULE 497(C)
                                                       Registration No. 33-36317
- --------------------------------------------------------------------------------
NEW JERSEY DAILY                                  600 FIFTH AVENUE
MUNICIPAL INCOME FUND, INC.                       NEW YORK, N.Y. 10020
Class A Shares; Class B Shares                    (212) 830-5220
================================================================================

PROSPECTUS
March 1, 1999

A money market fund whose  investment  objectives are to seek as high a level of
current income exempt from 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.

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

<TABLE>
<CAPTION>
   TABLE OF CONTENTS


<S>     <C>                                                      <C>   <C>
  2     Risk/Return Summary: Investments, Risks,                  8    Shareholder Information
        and Performance                                          14    Tax Consequences
  4     Fee Table                                                15    Federal Income Taxes
  5     Investment Objectives, Principal Investment              16    New Jersey Income Taxes
        Strategies and Related Risks                             17    Distribution Arrangements
  7     Management, Organization and Capital Structure           18    Financial Highlights
</TABLE>
<PAGE>
I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE

INVESTMENT OBJECTIVES

The Fund seeks as high a level of current  income exempt from Federal income tax
and, to the extent  possible,  New Jersey gross income tax, as is believed to be
consistent with preservation of capital, maintenance of liquidity, and stability
of  principal.  There  can be no  assurance  that  the  Fund  will  achieve  its
investment objectives.

PRINCIPAL INVESTMENT STRATEGIES

The Fund intends to achieve its investment  objectives by investing  principally
in short-term, high quality, debt obligations of:


(i)  New Jersey, and its political subdivisions;

(ii) Puerto  Rico and other  United  States  Territories,  and  their  political
     subdivisions, and

(iii) other states.

The Fund is a money  market fund and seeks to maintain an  investment  portfolio
with a  dollar-weighted  average  maturity  of 90 days or  less,  to  value  its
investment  portfolio  at  amortized  cost and to  maintain a net asset value of
$1.00 per share.

The Fund  intends  to  concentrate  (i.e.  25% or more of the  Fund's  total net
assets)   in  New  Jersey   Municipal   Obligations,   including   Participation
Certificates  therein.  Participation  Certificates  evidence  ownership  of  an
interest  in  the  underlying  Municipal  Obligations,   purchased  from  banks,
insurance companies, or other financial institutions.

Principal Risks

     Although the Fund seeks to preserve the value of your  investment  at $1.00
     per share, it is possible to lose money by investing in the Fund.

     The value of the Fund's shares and the securities held by the Fund can each
     decline in value.

     An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed by the FDIC or any other governmental agency.

     Because  the  Fund  intends  to   concentrate   in  New  Jersey   Municipal
     Obligations, including Participation Certificates therein, investors should
     also consider the greater risk of the Portfolio's  concentration versus the
     safety that comes with a less concentrated investment portfolio.

     An investment in the Fund should be made with an understanding of the risks
     that an investment in New Jersey Municipal Obligations may entail.  Payment
     of interest and  preservation  of capital are dependent upon the continuing
     ability of New Jersey  issuers  and/or  obligators of state,  municipal and
     public authority debt obligations to meet their payment  obligations.  Risk
     factors affecting the State of New Jersey are described in "New Jersey Risk
     Factors" in the Statement of Additional Information.

RISK/RETURN BAR CHART AND TABLE 

The  following  bar chart and table may assist you in your decision to invest in
the Fund.  The bar chart shows the change in the annual returns of the Fund over
the last 8 calendar  years.  The table shows the average  annual  return for the
last one and five year  periods.  The table also  includes  the  Fund's  average
annual total return since inception.  While analyzing this  information,  please
note that the Fund's past  performance  is not an indicator of how the Fund will
perform in the future. The Fund's current 7-day yield may be obtained by calling
the Fund toll-free at 1-800-221-3079.

                                       2
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.- Class A Shares (1),(2),(3)
CALENDAR YEAR END        % TOTAL RETURN
<S>                      <C>
1991                     4.35%
1992                     2.71%
1993                     1.91%
1994                     2.23%
1995                     3.09%
1996                     2.62%
1997                     2.74%
1998                     2.58%
</TABLE>


(1)  As of December 31, 1998, the Fund had a year-to-date return of 2.58%.

(2)  The Fund's highest  quarterly  return was 1.13% for the quarter ended March
     31, 1991; the lowest quarterly return was 0.43% for the quarter ended March
     31, 1994.

(3)  Participating  Organizations  may charge a fee to investors for  purchasing
     and redeeming  shares.  Therefore,  the net return to such investors may be
     less than if they had invested in the Fund directly.

AVERAGE ANNUAL TOTAL RETURNS - NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.
<TABLE>
<CAPTION>
<S>                                                   <C>                                 <C>

                                                     CLASS A                            CLASS B
For the periods ended December 31, 1998
One Year                                             2.58%                              2.79%
Five Years                                           2.65%                              N/A
Average Annual Total Return
since Inception                                      2.82%                              2.85%
</TABLE>

                                       3
<PAGE>
                                    FEE TABLE

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

<TABLE>
<CAPTION>
   
<S>                                                        <C>                 <C>                  <C>          <C>
ANNUAL FUND OPERATING EXPENSES                                           CLASS A SHARES                   CLASS B SHARES
(expenses that are deducted from Fund assets)
Management Fees                                                                0.30%                            0.30%
Distribution and Service (12b-1) Fees                                          0.20%                            0.00%
Other Expenses                                                                 0.34%                            0.33%
 Administration Fees                                        0.21%              -----               0.21%        -----
Total Annual Fund Operating Expenses                                           0.84%                            0.63%
    
</TABLE>

EXAMPLE

This  Example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other money market funds.

Assume that you invest  $10,000 in the Fund for the time periods  indicated  and
then  redeem all of your  shares at the end of those  periods.  Also assume that
your investment has a 5% return each year and that the Fund's operating expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs would be:
<TABLE>
<CAPTION>

<S>                    <C>                          <C>                      <C>                     <C>     
                     1 YEAR                       3 YEARS                  5 YEARS                 10 YEARS
  Class A:            $86                           $268                     $466                    $1,037
  Class B:            $64                           $202                     $351                    $786
</TABLE>

                                       4
<PAGE>
II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

INVESTMENT OBJECTIVES

The  Fund  is a  short-term,  tax-exempt  money  market  fund  whose  investment
objectives  are to seek as high a level of current  income  exempt from  Federal
income  tax and,  to the extent  possible,  from New Jersey  gross  income  tax,
consistent  with  preserving  capital,  maintaining  liquidity  and  stabilizing
principal.


The  investment  objectives  of the Fund  described  in this section may only be
changed upon the approval of the holders of a majority of the outstanding shares
of the Fund that would be affected by such a change.

PRINCIPAL INVESTMENT STRATEGIES

GENERALLY

The Fund will invest primarily (i.e., at least 80%) in short-term, high quality,
debt obligations which include:

(i)  New Jersey Municipal Obligations issued by or on behalf of the State of New
     Jersey or any New Jersey  local  governments,  or their  instrumentalities,
     authorities or districts;

(ii) Territorial Municipal Obligations issued by or on behalf of Puerto Rico and
     the Virgin Islands or their  instrumentalities,  authorities,  agencies and
     political subdivisions; and

(iii)Municipal  Obligations  issued  by or on  behalf  of  other  states,  their
     authorities, agencies, instrumentalities and political subdivisions.

These debt obligations are  collectively  referred to throughout this Prospectus
as Municipal Obligations.

The  Fund  will  also  invest  in   Participation   Certificates   in  Municipal
Obligations.  These instruments are purchased by the Fund from banks,  insurance
companies or other  financial  institutions  and 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 for Federal income tax purposes.

The Fund may invest  more than 25% of its assets in  Participation  Certificates
and other New Jersey Municipal Obligations.

Although  the Fund will  attempt to invest 100% of its total assets in Municipal
Obligations  and  Participation  Certificates,  the Fund  reserves  the right to
invest up to 20% of its total assets in taxable securities whose interest income
is subject to regular Federal,  state and local income tax. The kinds of taxable
securities in which the Fund may invest are limited to short-term,  fixed income
securities as more fully  described in "Taxable  Securities" in the Statement of
Additional Information.

Included  in the same 20% of total  assets in taxable  securities,  the Fund may
also purchase  securities and Participation  Certificates  whose interest income
may be subject to the Federal alternative minimum tax.

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 income tax, but will be subject to New Jersey income tax.

The Fund will  invest at least 65% of its total  assets in New Jersey  Municipal
Obligations,  although  the  exact  amount  may vary  from  time to  time.  As a
temporary  defensive  measure  the  Fund  may,  from  time to  time,  invest  in
securities that are inconsistent with its principal investment  strategies in an
attempt to respond to adverse market, economic, political or other conditions as
determined by the Fund's investment advisor. Such a temporary defensive position
may cause the Fund to not achieve its investment objectives.

With respect to 75% of its total assets,  the Fund shall invest not more than 5%
of its total

                                       5
<PAGE>
assets in Municipal Obligations or Participation Certificates issued by a single
issuer.  The Fund shall not invest more than 5% of its total assets in Municipal
Securities or  Participation  Certificates  issued by a single issuer unless the
Municipal Obligations are of the highest quality.

With respect to 75% of its total assets, the Fund shall invest not more than 10%
of its total  assets in  Municipal  Obligations  or  Participation  Certificates
backed by a demand feature or guarantee from the same institution.

The Fund's investments may also include "when-issued"  Municipal Obligations and
stand-by commitments.

The Fund's  investment  manager  considers the following factors when buying and
selling securities for the portfolio:  (i) availability of cash, (ii) redemption
requests, (iii) yield management, and (iv) credit management.

In order to maintain a share price of $1.00,  the Fund must comply with  certain
industry  regulations.  The Fund  will  only  invest  in  securities  which  are
denominated in United States dollars. Other requirements pertain to the maturity
and credit quality of the securities in which the Fund may invest. The Fund will
only invest in securities which have or are deemed to have a remaining  maturity
of 397 days or less. Also, the average maturity for all securities  contained in
the Fund, on a dollar-weighted basis, will be 90 days or less.

The Fund will only  invest in either  securities  that have been rated (or whose
issuers have been rated) in the highest short-term rating category by nationally
recognized statistical rating organizations,  or are unrated securities but that
have been  determined  by the  Fund's  Board of  Directors  to be of  comparable
quality.

Subsequent to its purchase by the Fund,  the quality of an investment  may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs,  the Board of Directors of the Fund shall  reassess
the  security's  credit risks and shall take such action as it  determines is in
the  best  interest  of the  Fund  and  its  shareholders.  Reassessment  is not
required,  however,  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.

For a more detailed  description of (i) the securities that the Fund will invest
in, (ii) fundamental  investment  restrictions,  and (iii) industry  regulations
governing  credit  quality  and  maturity,  please  refer  to the  Statement  of
Additional Information.

RISKS

The Fund complies with industry-standard  requirements on the quality,  maturity
and  diversification  of its  investments  which are designed to help maintain a
$1.00 share price.  A significant  change in interest  rates or a default on the
Fund's  investments  could  cause  its  share  price  (and  the  value  of  your
investment) to change.

By investing in liquid,  short-term,  high  quality  investments  that have high
quality  credit  support  from banks,  insurance  companies  or other  financial
institutions  (i.e.  Participation  Certificates  and other variable rate demand
instruments),  the  Fund's  management  believes  that it can  protect  the Fund
against  credit  risks  that  may  exist  on  long-term  New  Jersey   Municipal
Obligations. The Fund may still be exposed to the credit risk of the institution
providing the  investment.  Changes in the credit  quality of the provider could
affect the value of the security and your investment in the Fund.

Because of the  Fund's  concentration  in  investments  in New Jersey  Municipal
Obligations,  the safety of an investment in the Fund will depend  substantially
upon the financial strength of New Jersey and its political subdivisions.

The  primary  purpose  of  investing  in a  portfolio  of New  Jersey  Municipal
Obligations is the special tax treatment accorded New Jersey resident individual
investors.  Payment of interest and  preservation  of  principal,  however,  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

                                       6
<PAGE>
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.

Because  the Fund may  concentrate  in  Participation  Certificates  that 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.   These
characteristics and risks include extensive governmental regulations, 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).  These factors may limit both the amounts
and  types of loans  and other  financial  commitments  that may be made and the
interest rates and fees that 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.

As the Year  2000  approaches,  an issue  has  emerged  regarding  how  existing
application  software  programs and operating  systems can accommodate this date
value.  Failure to adequately address this issue could have potentially  serious
repercussions.  The Fund's investment  advisor is in the process of working with
the Fund's service  providers to prepare for the Year 2000. Based on information
currently  available,  the investment advisor does not expect that the Fund will
incur material costs to be Year 2000 compliant.  Although the investment advisor
does not anticipate  that the Year 2000 issue will have a material impact on the
Fund's ability to provide service at current  levels,  there can be no assurance
that steps taken in preparation for the Year 2000 will be sufficient to avoid an
adverse  impact on the Fund.  The Year 2000  problem may also  adversely  affect
issuers of the securities  contained in the Fund, to varying  degrees based upon
various factors, and thus may have a corresponding  adverse effect on the Fund's
performance.  The investment  advisor is unable to predict what effect,  if any,
the Year 2000 problem will have on such issuers.

III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

The  Fund's  investment  adviser  is Reich & Tang  Asset  Management  L.P.  (the
"Manager").  The  Manager's  principal  business  office is located at 600 Fifth
Avenue,  New  York,  NY 10020.  As of  December  31,  1998 the  Manager  was the
investment manager,  advisor or supervisor with respect to assets aggregating in
excess of $12.0 billion.  The Manager has been an investment  adviser since 1970
and currently is manager of seventeen other registered investment companies. The
Manager also advises pension trusts, profit-sharing trusts and endowments.

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 Fund pays the
Manager 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, the Manager performs clerical,
accounting  supervision  and office service  functions for the Fund. The Manager
provides  the Fund  with  the  personnel  to  perform  all  other  clerical  and
accounting  type functions not performed by the Manager.  For its services under
the Administrative  Services Contract,  the Fund pays the Manager a fee equal to
 .21% per annum of the Fund's average daily net assets.



                                       7
<PAGE>
The Manager,  at its discretion,  may voluntarily  waive all or a portion of the
investment  management and the  administrative  services fee. Any portion of the
total fees received by the Manager may be used to provide  shareholder  services
and for distribution of Fund shares.

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.

IV. SHAREHOLDER INFORMATION

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, who
accepts orders for purchases and redemptions  from  Participating  Organizations
(discussed herein) and from investors directly.

PRICING OF FUND SHARES

The net asset value of each Class of the Fund's  shares is  determined  as of 12
noon,  New York City time,  on each Fund  Business  Day. Fund Business Day means
weekdays  (Monday  through  Friday)  except  days on which  the New  York  Stock
Exchange  is closed for  trading.  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 and  surplus) by the total number of
shares  outstanding  for such Class.  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.

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.  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.

Shares are issued as of the first  determination  of the Fund's net asset  value
per share for each Class made after acceptance of the investor's purchase order.
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 the  immediate  settlement in funds of Federal  Reserve  member banks on
deposit at a Federal  Reserve Bank  (commonly  known as "Federal  Funds").  Fund
shares  begin  accruing  income on the day the shares are issued to an investor.
The Fund  reserves  the  right to reject  any  purchase  order  for its  shares.
Certificates for Fund shares will not be issued to an investor.

PURCHASE OF FUND SHARES

The Fund does not accept a purchase  order until an investor's  payment has been
converted  into  Federal  Funds and is  received by the Fund's  transfer  agent.
Orders  accompanied  by Federal Funds and received  after 12 noon, New York City
time,  on a Fund  Business  Day will  result  in the  issuance  of shares on the
following Fund Business Day.

Investors purchasing shares through a Participating Organization with which they
have an account become Class A shareholders.  All other investors, and investors
who have accounts with Participating  Organizations but do not wish to invest in
the Fund through them,  may invest in the Fund directly as Class B  shareholders

                                       8
<PAGE>
of the Fund.  Class B  shareholders  do 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,  as  fiduciaries,  may not be legally  permitted  to receive
compensation from the Distributor or the Manager.

The minimum  initial  investment  in the Fund for both  classes of shares is (i)
$1,000 for purchases through  Participating  Organizations this may be satisfied
by initial  investments  aggregating  $1,000 by a Participating  Organization on
behalf of their customers whose initial  investments are less than $1,000,  (ii)
$1,000  for  securities  brokers,  financial  institutions  and  other  industry
professionals that are not Participating Organizations, and (iii) $5,000 for all
other investors.  Initial investments may be made in any amount in excess of the
applicable  minimums.  The minimum  amount for  subsequent  investments  is $100
unless the investor is a client of a  Participating  Organization  whose clients
have made aggregate subsequent investments of $100.

Each shareholder,  except those purchasing through Participating  Organizations,
will  receive a  personalized  monthly  statement  from the Fund listing (i) the
total  number  of Fund  shares  owned as of the  statement  closing  date,  (ii)
purchase and  redemptions  of Fund shares,  and (iii) the dividends paid on Fund
shares  (including  dividends  paid in cash or  reinvested  in  additional  Fund
shares).

INVESTMENTS THROUGH PARTICIPATING ORGANIZATIONS - PURCHASE OF CLASS A SHARES

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  that have entered into  shareholder  servicing
agreements  with the  Distributor  with respect to investment of their  customer
accounts in the Fund. When instructed by its customer to purchase or redeem Fund
shares, the Participating Organization,  on behalf of the customer, transmits to
the Fund's transfer agent a purchase or redemption  order,  and in the case of a
purchase order, payment for the shares being purchased.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund  ("Participant  Investors")  each  purchase and  redemption  of Fund
shares for the customers' accounts. Also,  Participating  Organizations may send
periodic account  statements to the Participant  Investors showing (i) the total
number of Fund shares owned as of the statement closing date, (ii) purchases and
redemptions of Fund shares during the period covered by the statement, and (iii)
the  income  earned  by Fund  shares  during  the  statement  period  (including
dividends  paid in cash or reinvested in  additional  Fund shares).  Participant
Investors whose Participating  Organizations have not undertaken to provide such
statements will receive them from the Fund directly.

Participating Organizations may charge Participant Investors a fee in connection
with their use of specialized purchase and redemption  procedures.  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 Fund shares may be purchased
and redeemed through the Participating Organization.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day only if the Federal Funds  required in  connection  with the orders are

                                       9
<PAGE>
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 result in share  issuance  the  following  Fund  Business  Day.
Participating Organizations are responsible for instituting procedures to insure
that purchase orders by their respective clients are processed expeditiously.

INITIAL DIRECT PURCHASES OF CLASS B SHARES

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

Within New York               212-830-5220
Outside New York (TOLL FREE)  800-221-3079

MAIL

Investors  may send a check made payable to "New Jersey Daily  Municipal  Income
Fund, Inc." along with a completed subscription order form to:

New Jersey Daily Municipal Income Fund, Inc.
Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020

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

BANK WIRE

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

Investors Fiduciary Trust Company
ABA # 101003621
Reich & Tang Funds
DDA # 890752-954-6
For New Jersey Daily Municipal
Income Fund, Inc.
Account of (Investor's Name)
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 so the wire transfer
can be  accomplished  before 12 noon, New York City time, on the same day. There
may be a charge by the investor's bank for  transmitting the money by bank wire,
and  there  also may be a charge  for use of  Federal  Funds.  The Fund does not
charge  investors in the Fund for its receipt of wire transfers.  Payment in the
form of a "bank wire"  received  prior to 12 noon, New York City time, on a Fund
Business Day will be treated as a Federal Funds payment received on that day.

PERSONAL DELIVERY

Deliver a check made payable to "New Jersey Daily Municipal  Income Fund,  Inc."
along with a completed subscription order form to:

Reich & Tang Mutual Funds
600 Fifth Avenue - 8th Floor
New York, New York 10020

ELECTRONIC  FUNDS  TRANSFERS  (EFT),  PRE-AUTHORIZED  CREDIT AND DIRECT  DEPOSIT
PRIVILEGE

You may purchase shares of the Fund (minimum of $100) by having salary, dividend
payments,  interest  payments or any other payments  designated by you,  federal
salary, social security,  or certain veteran's,  military or other payments from
the federal government,  automatically deposited into your Fund account. You can
also have money  debited  from your  checking  account.  To enroll in any one of
these  programs,  you  must  file  with the Fund a  completed  EFT  Application,
Pre-authorized  Credit  Application,  or a Direct Deposit  Sign-Up Form for each
type of payment  that you desire to include in

                                       10
<PAGE>
the  Privilege.  The  appropriate  form may be obtained  from your broker or the
Fund. You may elect at any time to terminate your  participation by notifying in
writing the appropriate  depositing entity and/or federal agency. Death or legal
incapacity will  automatically  terminate your  participation  in the Privilege.
Further, the Fund may terminate your participation upon 30 days' notice to you.

SUBSEQUENT PURCHASES OF SHARES

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

New Jersey Daily Municipal Income Fund, Inc.
Mutual Funds Group
P.O. Box 13232
Newark, New Jersey 07101-3232

There is a $100 minimum for subsequent  purchases of shares. All payments should
clearly indicate the shareholder's account number.

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

REDEMPTION OF SHARES

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with,  the next  determination  of net asset value per share of each
Class upon receipt by the Fund's transfer agent of the redemption order (and any
supporting  documentation that 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.  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,  which  can  take  up to 15  days  after
investment.  Shares  redeemed  are not  entitled  to  participate  in  dividends
declared on the day a redemption becomes effective.

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.  It should be signed and guaranteed by
an eligible  guarantor  institution  which  includes a domestic bank, a domestic
savings and loan  institution,  a domestic  credit  union,  a member bank of the
Federal  Reserve  system or a member  firm of a  national  securities  exchange,
pursuant to the Fund's transfer agent's standards and procedures.

WRITTEN REQUESTS

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

New Jersey Daily Municipal Income Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020

All previously issued certificates  submitted for redemption must be endorsed by
the  shareholder  and all written  requests for redemption must be signed by the
shareholder, in each case with signature guaranteed.

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

CHECKS

By  making  the  appropriate   election  on  their   subscription   order  form,
shareholders  may  request  a  supply  of  checks  that  may be used  to  effect
redemptions  from the  Class of  shares of the Fund in which  they  invest.  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

                                       11
<PAGE>
amount of $250 or more.  When a check is presented to the Fund's agent bank,  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 can 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.  Checks in amounts  exceeding the value of the shareholder's
account at the time the check is  presented  for  payment  will not be  honored.
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/or a post-dated  check.  The
Fund reserves the right to terminate or modify the check redemption procedure at
any time or to impose  additional  fees  following  notification  to the  Fund's
shareholders.

Corporations  and other  entities  electing the checking  option are required to
furnish a certified  resolution or other evidence of authorization in accordance
with the Fund's normal practices. Individuals and joint tenants are not required
to furnish any supporting documentation. 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.

TELEPHONE

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option on their  subscription  order  form.  The  proceeds  of a telephone
redemption may be sent to the  shareholders  at their addresses or, if in excess
of $1,000, to their bank accounts,  both as set forth in the subscription  order
form or in a subsequent  written  authorization.  The Fund may accept  telephone
redemption instructions from any person with respect to accounts of shareholders
who  elect  this  service  and thus  such  shareholders  risk  possible  loss of
principal and interest in the event of a telephone  redemption not authorized by
them.  The Fund will employ  reasonable  procedures  to confirm  that  telephone
redemption instructions are genuine, and will require that shareholders electing
such option  provide a form of personal  identification.  Failure by the Fund to
employ such reasonable procedures may cause the Fund to be liable for the losses
incurred by investors due to unauthorized or fraudulent telephone redemptions.


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

                                       12
<PAGE>
right to terminate  or modify the  telephone  redemption  service in whole or in
part at any time and will notify shareholders accordingly.

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 shareholders' 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.  Additional  exceptions
include 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.

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 or the Fund may
impose  a  monthly  service  charge  of $10 on such  accounts.  For  Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to the appropriate Participating  Organization.  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 his total net asset value to
the minimum amount.

SPECIFIED AMOUNT AUTOMATIC WITHDRAWAL PLAN

Shareholders may elect to withdraw shares and receive payment from the Fund of a
specified  amount of $50 or more  automatically on a monthly or quarterly basis.
The monthly or quarterly withdrawal payments of the specified amount are made by
the Fund on the 23rd day of the month.  Whenever such 23rd day of a month is not
a Fund  Business  Day, the payment date is the Fund  Business Day  preceding the
23rd day of the month.  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 on the Fund Business Day immediately preceding the date of payment. 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 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 sending a
signature  guaranteed  written  request  to  the  transfer  agent.  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 realized capital gains.

DIVIDENDS AND DISTRIBUTIONS

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

                                       13
<PAGE>
Net realized  capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Fund's fiscal year.

All dividends and distributions of capital gains are automatically  invested, at
no charge,  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.

Because Class A shares bear the service fee under the Fund's 12b-1 Plan, 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 determined in the same manner and paid in
the same amounts.

EXCHANGE PRIVILEGE

Shareholders  of the Fund are entitled to exchange some or all of their Class of
shares in the Fund for  shares of the same  Class of  certain  other  investment
companies which retain Reich & Tang Asset Management L.P. as investment  adviser
and which  participate in the exchange  privilege program with the Fund. If only
one Class of shares is available in a particular  exchange fund, the shareholder
of the Fund is entitled to exchange  their  shares for the shares  available  in
that  exchange  fund.   Currently  the  exchange   privilege  program  has  been
established  between the Fund and California  Daily Tax Free Income Fund,  Inc.,
Connecticut  Daily Tax Free Income Fund, Inc.,  Cortland Trust,  Inc., Daily Tax
Free Income Fund,  Inc.,  Delafield Fund,  Inc.,  Florida Daily Municipal Income
Fund, Georgia Daily Municipal Income Fund, Inc.,  Michigan Daily Tax Free Income
Fund,  Inc.,  New York Daily Tax Free Income Fund,  Inc.,  North  Carolina Daily
Municipal Income Fund, Inc.,  Pennsylvania  Daily Municipal Income Fund, Reich &
Tang Equity  Fund,  Inc.,  Short Term  Income  Fund,  Inc.  and  Virginia  Daily
Municipal Income Fund, Inc. In the future, the exchange privilege program may be
extended  to  other  investment  companies  which  retain  Reich  &  Tang  Asset
Management L.P. as investment adviser or manager.

There is no charge for the exchange  privilege or  limitation as to frequency of
exchange.  The minimum amount for an exchange is $1,000.  However,  shareholders
who are  establishing  a new  account  with an  investment  company  through the
exchange  privilege must ensure that a sufficient number of shares are exchanged
to meet the minimum initial investment  required for the investment company into
which the  exchange  is being  made.  Each Class of shares is  exchanged  at its
respective net asset value.

The  exchange  privilege  provides  shareholders  of the Fund with a  convenient
method to shift their investment among different  investment companies when they
feel  such a  shift  is  desirable.  The  exchange  privilege  is  available  to
shareholders  resident in any state in which  shares of the  investment  company
being  acquired  may legally be sold.  Shares of the same Class may be exchanged
only between investment company accounts  registered in identical names.  Before
making an exchange,  the investor  should  review the current  prospectus of the
investment company into which the exchange is to be made.

Instructions for exchanges may be made by sending a signature guaranteed written
request to:

New Jersey Daily Municipal Income Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020

or, for  shareholders  who have elected that option,  by telephoning the Fund at
212-830-5220  (within New York) or  800-221-3079  (outside  New York).  The Fund
reserves  the right to reject any  exchange  request and may modify or terminate
the exchange privilege at any time.

TAX CONSEQUENCES

Dividends paid by the Fund, which are  "exempt-interest  dividends" by virtue of
being properly designated by the Fund as derived from Municipal

                                       14
<PAGE>
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").  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 governments,  or their  instrumentalities,  authorities or districts ("New
Jersey Municipal  Obligations")  will be exempt from the New Jersey gross income
tax,  provided  that the Fund  complies  with New  Jersey  Law.  Exempt-interest
dividends correctly identified by the Fund as derived from obligations of Puerto
Rico and the Virgin  Islands,  as well as other  types of  obligations  that New
Jersey is prohibited from taxing under the Constitution,  the laws of the United
States  of  America  or  the  laws  of  New   Jersey   ("Territorial   Municipal
Obligations")  also  should be  exempt  from the New  Jersey  gross  income  tax
provided the Fund complies with New Jersey law.

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 and
properly  designated  by the Fund not later  than 60 days after the close of its
taxable  year 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.  The Fund does
not expect to realize  long-term  capital gains,  and thus does not  contemplate
distributing  "capital  gain  dividends"  or having  undistributed  capital gain
income within the meaning of the Code. The Fund will inform  shareholders of the
amount  and  nature  of its  income  and  gains in a  written  notice  mailed to
shareholders  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 a
bond issue which meets the private loan  financing  test) issued after August 7,
1986  will  constitute  an  item of tax  preference  subject  to the  individual
alternative minimum tax. Corporations will be required to include 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 tax item).  In certain cases
Subchapter S corporations with accumulated  earnings and profits from Subchapter
C years will be  subject  to a tax on  "passive  investment  income",  including
tax-exempt interest. 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 an interest in the underlying  Municipal  Obligations  and that the
interest thereon will be exempt from regular Federal income taxes to the Fund to
the same extent as the interest on the underlying Municipal Obligations. Counsel
has pointed out that the  Internal  Revenue  Service has  announced  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.

                                       15
<PAGE>
In South  Carolina  v.  Baker,  the United  States  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.  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 the interest on such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.

The Fund may invest a portion of its assets in securities  that generate  income
that is not exempt from Federal or state income tax.  Income exempt from Federal
income  tax may be  subject  to  state  and  local  income  tax.  Capital  gains
distributed by the Fund may be taxable.

NEW JERSEY INCOME TAXES

The following is based upon the advice of Sills Cummis Radin Tischman  Epstein &
Gross,  P.A.,  special  tax  counsel to the Fund.  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 (i) 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 (ii) 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  Radin  Tischman  Epstein & Gross,  P.A.,  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 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  with respect to the
treatment of distributions  from the Fund and ownership of shares of the Fund in
their own states and localities.

Although  the Fund  intends to maintain a $1.00 per share net asset  value,  the
redemption of shares may result in the  investor's  receipt of more or less than
he paid for his shares and, thus, in a taxable gain or loss to the investor.  An
exchange  pursuant to the exchange  privilege is treated for Federal  income tax
purposes as a sale on which a  shareholder  may realize a taxable  gain or loss.
However,  if the Fund is a New Jersey qualified  investment fund, any such gains
received by a New Jersey resident  individual  shareholder should not be subject
to the New Jersey gross income tax.

                                       16
<PAGE>

V. DISTRIBUTION ARRANGEMENTS
   RULE 12B-1 FEES

Investors do not pay a sales charge to purchase shares of the Fund. However, the
Fund pays fees in connection  with the  distribution  of shares and for services
provided to the Class A  shareholders.  The Fund pays these fees from its assets
on an ongoing  basis and  therefore,  over time,  the payment of these fees will
increase  the cost of your  investment  and may cost you more than paying  other
types of sales charges.

The Fund's Board of Directors has adopted a Rule 12b-1  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 the Class A
shares of the Fund only).

Under the Distribution  Agreement,  the Distributor serves as distributor of the
Fund's  shares.  For nominal  consideration  (i.e.,  $1.00) and as agent for the
Fund,  the  Distributor  solicits  orders for the purchase of the Fund's shares,
provided  that any orders will not be binding on the Fund until  accepted by the
Fund as principal.

Under the  Shareholder  Servicing  Agreement,  the  Distributor  receives,  with
respect only to the Class A shares, a service fee equal to .20% per annum of the
Class A shares' average daily net assets (the  "Shareholder  Servicing Fee") for
providing personal  shareholder  services and for the maintenance of shareholder
accounts.  The fee is accrued daily and paid monthly. 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.

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  Distributor  and   Participating   Organizations   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.  These  Payments are limited to a
maximum of .05% per annum of the Class A`s shares' average daily net assets.

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 costs, and to compensate  others,  including
Participating  Organizations  with whom the Distributor has entered into written
agreements, for performing shareholder servicing 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
Class A shares.  The  Distributor  may also make payments from time to time from
its own  resources,  which may  include  the  Shareholding  Servicing  Fee (with
respect to Class A shares) 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.

                                       17
<PAGE>

VI.  FINANCIAL HIGHLIGHTS

This  financial  highlights  table is intended to help you understand the Fund's
financial  performance  for  the  past 5  years.  Certain  information  reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the rate that an investor would have earned [or lost] on an investment
in the Fund (assuming  reinvestment  of all dividends and  distributions).  This
information has been audited by McGladrey and Pullen,  LLP, whose report,  along
with the Fund's financial statements, is included in the annual report, which is
available upon request.
<TABLE>
<CAPTION>

                                                                    Year Ended October 31,

<S>                                                   <C>               <C>               <C>               <C>               <C> 
CLASS A                                               1998              1997              1996              1995              1994
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
Income from investment operations:
    Net investment income .....................          0.026           0.027             0.027             0.030            0.020
Less distributions:
   Dividends from net investment income
                                                        (0.026)         (0.027)           (0.027)           (0.030)          (0.020)
                                                                                                                             (0.026)
Net asset value, end of period .................        $1.00           $1.00             $1.00             $1.00            $1.00
TOTAL RETURN ...................................         2.65%           2.70%             2.69%             3.08%            2.03%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000) ................      $166,234        $217,529          $151,421          $130,128         $105,929
Ratios to average net assets:
   Expenses ..................................           0.84%+          0.86%+            0.78%+            0.72%            0.66%
   Net investment income .....................           2.60%           2.66%             2.65%             3.02%            2.02%
   Management, shareholder servicing
    and administration fees waived ............           --              --               0.06%             0.18%            0.26%

</TABLE>
<TABLE>
<CAPTION>
                                                                                     February 9, 1996
                                                                                     (Commencement of
                                                       Year Ended October 31,          Operations) to
                                                                                      October 31, 1996
<S>                                                     <C>           <C>                  <C>
CLASS B                                                 1998          1997
PER SHARE OPERATING PERFORMANCE:
(for a share outstanding throughout the period)
Net asset value, beginning of period...............     $1.00        $1.00               $1.00
Income from investment operations:
   Net investment income...........................      0.028        0.029               0.020
Less distributions:
   Dividends from net investment income............     (0.028)      (0.029)             (0.020)
Net asset value, end of period.....................     $1.00        $1.00               $1.00
TOTAL RETURN.......................................      2.86%        2.91%               2.77%*
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)                         $2,278        $366                 $315
Ratios to average net assets:
   Expenses                                              0.63%+       0.65%+              0.61%+*
   Net investment income...........................      2.76%        2.88%               2.72%*

+ Includes expense offsets
* Annualized
</TABLE>

                                       18
<PAGE>
     A Statement of Additional  Information  (SAI) dated March 1, 1999,  and the
Fund's Annual and Semi-Annual  Reports include additional  information about the
Fund and its investments and are incorporated by reference into this prospectus.
You may  obtain  the SAI,  the  Annual  and  Semi-Annual  Reports  and  material
incorporated by reference without charge by calling the Fund at  1-800-221-3079.
To request other  information,  please call your financial  intermediary  or the
Fund.
================================================================================



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

     A current SAI has been filed with the Securities  and Exchange  Commission.
You  may  visit  the  Securities  and  Exchange  Commission's  Internet  website
(www.sec.gov)  to view the SAI,  material  incorporated  by reference  and other
information. These materials can also be reviewed and copied at the Commission's
Public  Reference  Room in Washington  D.C.  Information on the operation of the
Public   Reference   Room  may  be  obtained  by  calling  the   Commission   at
1-800-SEC-0330.  In addition,  copies of these  materials may be obtained,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
Commission, Washington, D.C.
20549-6009.

811-6152

                                   NEW JERSEY
                                      DAILY
                                    MUNICIPAL
                                     INCOME
                                   FUND, INC.

                                   PROSPECTUS
                                  March 1, 1999


                         Reich & Tang Distributors, Inc.
                                600 Fifth Avenue
                               New York, NY 10020
                                 (212) 830-5220

NJ399P
<PAGE>
                                                                     RULE 497(C)
                                                       Registration No. 33-36317
                                [GRAPHIC OMITTED]

                                    PROSPECTUS

    CHASE VISTA SELECT SHARES OF NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.
                                 Class A Shares

March 1, 1999

A money market fund whose  investment  objectives are to seek as high a level of
current income exempt from 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.

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

<S>    <C>                                              <C>   <C>
2      Risk/Return Summary: Investments, Risks,         10    Shareholder Information
       and Performance                                  19    Tax Consequences
5      Fee Table                                        19    Federal Income Taxes
6      Investment Objectives, Principal Investment      21    New Jersey Income Taxes
       Strategies and Related Risks                     22    Distribution Arrangements
9      Management, Organization and Capital Structure   25    Financial Highlights
</TABLE>
<PAGE>
I.  RISK/RETURN  SUMMARY:   INVESTMENTS,   RISKS,  AND  PERFORMANCE   INVESTMENT
OBJECTIVES

The Fund seeks as high a level of current  income exempt from Federal income tax
and, to the extent  possible,  New Jersey gross income tax, as is believed to be
consistent with preservation of capital, maintenance of liquidity, and stability
of  principal.  There  can be no  assurance  that  the  Fund  will  achieve  its
investment  objectives.  Principal  Investment  Strategies  The Fund  intends to
achieve its investment objectives by investing  principally in short-term,  high
quality, debt obligations of:

(i)  New Jersey, and its political subdivision;

(ii) Puerto  Rico and other  United  States  Territories,  and  their  political
     subdivisions;  and 

(iii) other states.

The Fund is a money  market fund and seeks to maintain an  investment  portfolio
with a  dollar-weighted  average  maturity  of 90 days or  less,  to  value  its
investment  portfolio  at  amortized  cost and to  maintain a net asset value of
$1.00 per share.

The Fund intends to concentrate (i.e. 25% or more of the Fund's total assets) in
New Jersey Municipal Obligations,  including Participation Certificates therein.
Participation  Certificates  evidence ownership of an interest in the underlying
Municipal  Obligations  purchased  from  banks,  insurance  companies,  or other
financial institutions.

PRINCIPAL RISKS

o    Although the Fund seeks to preserve the value of your  investment  at $1.00
     per share, it is possible to lose money by investing in the Fund. The value
     of the Fund's shares and the  securities  held by the Fund can each decline
     in value.

o    An  investment  in the Fund is not a bank  deposit  and is not  insured  or
     guaranteed by the FDIC or any other governmental agency.

o    Because  the  Fund  intends  to   concentrate   in  New  Jersey   Municipal
     Obligations, including Participation Certificates therein, investors should
     also consider the greater risk of the Portfolio's  concentration versus the
     safety that comes with a less concentrated investment portfolio.

o    An investment in the Fund should be made with an understanding of the risks
     that an investment in New Jersey Municipal Obligations may entail.  Payment
     of interest and  preservation  of capital are dependent upon the continuing
     ability of New Jersey  issuers  and/or  obligators of state,  municipal and
     public authority debt obligations to meet their payment  obligations.  Risk
     factors affecting the State of New Jersey are described in "New Jersey Risk
     Factors" in the Statement of Additional Information.

                                       2
<PAGE>
RISK/RETURN BAR CHART AND TABLE

The  following  bar chart and table may assist you in your decision to invest in
the Fund.  The bar chart shows the change in the annual  return of the Fund over
the last 8 calendar  years.  The table shows the average  annual returns for the
last one and five year  periods.  The table also  includes  the  Fund's  average
annual total return since inception.  While analyzing this  information,  please
note that the Fund's past  performance  is not an indicator of how the Fund will
perform in the future. The Fund's current 7-day yield may be obtained by calling
the Fund toll-free at 1-800-221-3079.

                                       3
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.- Class A Shares (1),(2),(3)
CALENDAR YEAR END        % TOTAL RETURN
<S>                      <C>
1991                     4.35%
1992                     2.71%
1993                     1.91%
1994                     2.23%
1995                     3.09%
1996                     2.62%
1997                     2.74%
1998                     2.58%
</TABLE>

(1)  As of December 31, 1998, the Fund had a year-to-date return of 2.58%.

(2)  The Fund's highest  quarterly  return was 1.13% for the quarter ended March
     31, 1991; the lowest quarterly return was 0.43% for the quarter ended March
     31, 1994.

(3)  Participating  Organizations  may charge a fee to investors for  purchasing
     and redeeming  shares.  Therefore,  the net return to such investors may be
     less than if they had invested in the Fund directly.


AVERAGE ANNUAL TOTAL RETURNS - NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.
<TABLE>
<CAPTION>
<S>                                                   <C>           

                                                     CLASS A        
For the periods ended December 31, 1998
One Year                                             2.58%          
Five Years                                           2.65%          
Average Annual Total Return
since Inception                                      2.82%          

</TABLE>

                                       4
<PAGE>
                                    FEE TABLE

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

<TABLE>
<CAPTION>
<S>                                                        <C>                 <C>          
ANNUAL FUND OPERATING EXPENSES                                           CLASS A SHARES     
(expenses that are deducted from Fund assets)
Management Fees                                                                0.30%        
Distribution and Service (12b-1) Fees                                          0.20%        
Other Expenses                                                                 0.34%        
 Administration Fees                                        0.21%              -----        
Total Annual Fund Operating Expenses                                           0.84%        
</TABLE>

EXAMPLE

This  Example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other money market funds.

Assume that you invest  $10,000 in the Fund for the time periods  indicated  and
then  redeem all of your  shares at the end of those  periods.  Also assume that
your investment has a 5% return each year and that the Fund's operating expenses
remain the same.  Although  your actual  costs may be higher or lower,  based on
these assumptions your costs would be:
<TABLE>
<CAPTION>

<S>                    <C>                          <C>                      <C>                     <C>     
                       1 YEAR                       3 YEARS                  5 YEARS                 10 YEARS

  Class A:              $86                          $268                     $466                    $1,037
</TABLE>

                                       5
<PAGE>

II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

INVESTMENT OBJECTIVES

The  Fund  is a  short-term,  tax-exempt  money  market  fund  whose  investment
objectives  are to seek as high a level of current  income  exempt from  Federal
income  tax and,  to the extent  possible,  from New Jersey  gross  income  tax,
consistent  with  preserving  capital,  maintaining  liquidity  and  stabilizing
principal.

The  investment  objectives  of the Fund  described  in this section may only be
changed upon the approval of the holders of a majority of the outstanding shares
of the Fund that would be affected by such a change.

PRINCIPAL INVESTMENT STRATEGIES

GENERALLY

The Fund will invest primarily (i.e., at least 80%) in short-term, high quality,
debt obligations which include:

(i)     New Jersey Municipal  Obligations issued by or on behalf of the State of
        New   Jersey   or  any  New   Jersey   local   governments,   or   their
        instrumentalities, authorities or districts;

(ii)    Territorial  Municipal Obligations issued by or on behalf of Puerto Rico
        and the Virgin Islands or their instrumentalities, authorities, agencies
        and political subdivisions; and

(iii)   Municipal  Obligations  issued by or on behalf  of other  states,  their
        authorities, agencies, instrumentalities and political subdivisions.

These debt obligations are  collectively  referred to throughout this Prospectus
as Municipal Obligations.

The  Fund  will  also  invest  in   Participation   Certificates   in  Municipal
Obligations.  These instruments are purchased by the Fund from banks,  insurance
companies or other  financial  institutions  and 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 for Federal income tax purposes.

The Fund may invest  more than 25% of its assets in  Participation  Certificates
and other New Jersey Municipal Obligations.

Although  the Fund will  attempt to invest 100% of its total assets in Municipal
Obligations  and  Participation  Certificates,  the Fund  reserves  the right to
invest up to 20% of its total assets in taxable securities whose interest income
is subject to regular Federal,  state and local income tax. The kinds of taxable
securities in which the Fund may invest are limited to short-term,  fixed income
securities as more fully  described in "Taxable  Securities" in the Statement of
Additional Information.

Included  in the same 20% of total  assets in taxable  securities,  the Fund may
also purchase  securities and

                                       6
<PAGE>
Participation  Certificates  whose interest income may be subject to the Federal
alternative minimum tax.

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 income tax, but will be subject to New Jersey income tax.

The Fund will  invest at least 65% of its total  assets in New Jersey  Municipal
Obligations,  although  the  exact  amount  may vary  from  time to  time.  As a
temporary  defensive  measure  the  Fund  may,  from  time to  time,  invest  in
securities that are inconsistent with its principal investment  strategies in an
attempt to respond to adverse market, economic, political or other conditions as
determined by the Fund's investment advisor. Such a temporary defensive position
may cause the Fund to not achieve its investment objectives.

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.  The Fund shall not invest more than 5% of its total
assets in Municipal Securities or Participation  Certificates issued by a single
issuer unless the Municipal Obligations are of the highest quality.

With respect to 75% of its total assets, the Fund shall invest not more than 10%
of its total  assets in  Municipal  Obligations  or  Participation  Certificates
backed by a demand feature or guarantee from the same institution.

The Fund's investments may also include "when-issued"  Municipal Obligations and
stand-by commitments.

The Fund's  investment  manager  considers the following factors when buying and
selling securities for the portfolio:  (i) availability of cash, (ii) redemption
requests, (iii) yield management, and (iv) credit management.

In order to maintain a share price of $1.00,  the Fund must comply with  certain
industry  regulations.  The Fund  will  only  invest  in  securities  which  are
denominated in United States dollars. Other requirements pertain to the maturity
and credit quality of the securities in which the Fund may invest. The Fund will
only invest in securities which have or are deemed to have a remaining  maturity
of 397 days or less. Also, the average maturity for all securities  contained in
the Fund, on a dollar-weighted basis, will be 90 days or less.

The Fund will only  invest in either  securities  that have been rated (or whose
issuers have been rated) in the highest short-term rating category by nationally
recognized statistical rating organizations,  or are unrated securities but that
have been  determined  by the  Fund's  Board of  Directors  to be of  comparable
quality.

                                       7
<PAGE>
Subsequent to its purchase by the Fund,  the quality of an investment  may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. If this occurs,  the Board of Directors of the Fund shall  reassess
the  security's  credit risks and shall take such action as it  determines is in
the  best  interest  of the  Fund  and  its  shareholders.  Reassessment  is not
required,  however,  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.

For a more detailed  description of (i) the securities that the Fund will invest
in, (ii) fundamental  investment  restrictions,  and (iii) industry  regulations
governing  credit  quality  and  maturity,  please  refer  to the  Statement  of
Additional Information.

RISKS

The Fund complies with industry-standard  requirements on the quality,  maturity
and  diversification  of its  investments  which are designed to help maintain a
$1.00 share price.  A significant  change in interest  rates or a default on the
Fund's  investments  could  cause  its  share  price  (and  the  value  of  your
investment) to change.

By investing in liquid,  short-term,  high  quality  investments  that have high
quality  credit  support  from banks,  insurance  companies  or other  financial
institutions  (i.e.  Participation  Certificates  and other variable rate demand
instruments),  the  Fund's  management  believes  that it can  protect  the Fund
against  credit  risks  that  may  exist  on  long-term  New  Jersey   Municipal
Obligations. The Fund may still be exposed to the credit risk of the institution
providing the  investment.  Changes in the credit  quality of the provider could
affect the value of the security and your investment in the Fund.

Because of the  Fund's  concentration  in  investments  in New Jersey  Municipal
Obligations,  the safety of an investment in the Fund will depend  substantially
upon the financial strength of New Jersey and its political subdivisions.

The  primary  purpose  of  investing  in a  portfolio  of New  Jersey  Municipal
Obligations is the special tax treatment accorded New Jersey resident individual
investors.  Payment of interest and  preservation  of  principal,  however,  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.

Because  the Fund may  concentrate  in  Participation  Certificates  that may be
secured  by bank  letters of credit or  guarantees,  an  investment  in the Fund
should be made  with an

                                       8
<PAGE>
understanding of the characteristics of the banking industry and the risks which
such an investment may entail. These characteristics and risks include extensive
governmental regulations, 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).  These
factors  may limit  both the  amounts  and  types of loans  and other  financial
commitments  that  may be made  and the  interest  rates  and  fees  that 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.

As the Year  2000  approaches,  an issue  has  emerged  regarding  how  existing
application  software  programs and operating  systems can accommodate this date
value.  Failure to adequately address this issue could have potentially  serious
repercussions.  The Fund's investment  advisor is in the process of working with
the Fund's service  providers to prepare for the Year 2000. Based on information
currently  available,  the investment advisor does not expect that the Fund will
incur material costs to be Year 2000 compliant.  Although the investment advisor
does not anticipate  that the Year 2000 issue will have a material impact on the
Fund's ability to provide service at current  levels,  there can be no assurance
that steps taken in preparation for the Year 2000 will be sufficient to avoid an
adverse  impact on the Fund.  The Year 2000  problem may also  adversely  affect
issuers of the securities  contained in the Fund, to varying  degrees based upon
various factors, and thus may have a corresponding  adverse effect on the Fund's
performance.  The investment  advisor is unable to predict what effect,  if any,
the Year 2000 problem will have on such issuers.

III. MANAGEMENT    ORGANIZATION AND    CAPITAL STRUCTURE

The  Fund's  investment  adviser  is Reich & Tang  Asset  Management  L.P.  (the
"Manager").  The  Manager's  principal  business  office is located at 600 Fifth
Avenue,  New York,  NY 10020.  As of  December  31,  1998,  the  Manager was the
investment manager,  advisor or supervisor with respect to assets aggregating in
excess of $12.0 billion.  The Manager has been an investment  adviser since 1970
and currently is manager of seventeen other registered investment companies. The
Manager also advises pension trusts, profit-sharing trusts and endowments.

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the

                                       9
<PAGE>
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 Fund
pays the Manager 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, the Manager performs clerical,
accounting  supervision  and office service  functions for the Fund. The Manager
provides  the Fund  with  the  personnel  to  perform  all  other  clerical  and
accounting  type functions not performed by the Manager.  For its services under
the Administrative  Services Contract,  the Fund pays the Manager a fee equal to
 .21% per annum of the Fund's average daily net assets.

The Manager,  at its discretion,  may voluntarily  waive all or a portion of the
investment  management fee and the  administrative  services fee. Any portion of
the total  fees  received  by the  Manager  may be used to  provide  shareholder
services and for distribution of Fund shares.

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.

IV. SHAREHOLDER INFORMATION

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, who
accepts orders for purchases and redemptions  from  Participating  Organizations
(discussed herein) and from investors directly.

PRICING OF FUND SHARES

The net asset value of each Class of the Fund's  shares is  determined  as of 12
noon,  New York City time,  on each Fund  Business  Day. Fund Business Day means
weekdays  (Monday  through  Friday)  except  days on which  the New  York  Stock
Exchange  is closed for  trading.  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 and  surplus) by the total number of
shares  outstanding  for such Class.  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.

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.

                                       10
<PAGE>
Amortized  cost  valuation  involves  valuing  an  instrument  at its  cost  and
thereafter  assuming a constant  amortization  to  maturity  of any  discount or
premium.  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.

Shares are issued as of the first  determination  of the Fund's net asset  value
per share for each Class made after acceptance of the investor's purchase order.
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 the  immediate  settlement in funds of Federal  Reserve  member banks on
deposit at a Federal  Reserve Bank  (commonly  known as "Federal  Funds").  Fund
shares  begin  accruing  income on the day the shares are issued to an investor.
The Fund  reserves  the  right to reject  any  purchase  order  for its  shares.
Certificates for Fund shares will not be issued to an investor.

PURCHASE OF FUND SHARES

The Fund does not accept a purchase  order until an investor's  payment has been
converted  into  Federal  Funds and is  received by the Fund's  transfer  agent.
Orders  accompanied  by Federal Funds and received  after 12 noon, New York City
time,  on a Fund  Business  Day will  result  in the  issuance  of shares on the
following Fund Business Day.

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.
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

                                       11
<PAGE>
shares  through  Participating  Organizations  who, as  fiduciaries,  may not be
legally  permitted to receive  compensation from the Distributor or the Manager.
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.

INVESTMENTS THROUGH PARTICIPATING ORGANIZATIONS - PURCHASE OF CHASE VISTA SELECT
CLASS A SHARES

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  Distributor  with respect to investment of their  customer
accounts in the Fund. When instructed by its customer to purchase or redeem Fund
shares, the Participating Organization,  on behalf of the customer, transmits to
the Fund's transfer agent a purchase or redemption  order,  and in the case of a
purchase order, payment for the shares being purchased.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund  ("Participating  Investors")  each purchase and  redemption of Fund
shares for the customers' accounts. Also,  Participating  Organizations may send
periodic account statements to the Participating Investors showing (i) the total
number of Fund shares owned as of the statement closing date, (ii) purchases and
redemptions of Fund shares during the period covered by the statement, and (iii)
the  income  earned  by Fund  shares  during  the  statement  period  (including
dividends  paid in cash or reinvested in  additional  Fund shares).  Participant
Investors whose Participating  Organizations have not undertaken to provide such
statements will receive them from the Fund directly.

Participating Organizations may charge Participant Investors a fee in connection
with their use of specialized purchase and redemption  procedures.  In addition,
Participating  Organizations offering purchase and redemption procedures similar
to those offered to  shareholders  who invest in the Fund  directly,  may impose
charges,

                                       12
<PAGE>
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 Fund shares may be purchased
and redeemed through the Participating Organization.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day only if 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 result in share  issuance  the  following  Fund  Business  Day.
Participating Organizations are responsible for instituting procedures to insure
that purchase orders by their respective clients are processed expeditiously.

INITIAL PURCHASE OF CHASE VISTA SELECT CLASS A 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 "Chase 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#                         

                                       13
<PAGE>
The investor should then promptly complete and mail the subscription order form.

Investors planning to wire funds should instruct their bank 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  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 Service Center
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 of each
Class upon receipt by the Fund's transfer agent of the redemption order (and any
supporting  documentation that 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.  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,  which  can  take  up to 15  days  after
investment.  Shares  redeemed  are not  entitled  to  participate  in  dividends
declared on the day a redemption becomes effective.

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.  It should be signed and guaranteed by
an eligible  guarantor  institution  which  includes a domestic bank, a domestic
savings and loan  institution,  a domestic  credit  union,  a member bank of the

                                       14
<PAGE>
Federal  Reserve  system or a member  firm of a  national  securities  exchange,
pursuant to the Fund's transfer agent's standards and procedures.

WRITTEN REQUESTS

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

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

All previously issued certificates  submitted for redemption must be endorsed by
the  shareholder  and all written  requests for redemption must be signed by the
shareholder, in each case with signature guaranteed.

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

CHECKS

By  making  the  appropriate   election  on  their   subscription   order  form,
shareholders  may  request  a  supply  of  checks  that  may be used  to  effect
redemptions  from the  Class of  shares of the Fund in which  they  invest.  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, 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 can 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.  Checks in amounts  exceeding the value of the shareholder's
account at the time the check is  presented  for  payment  will not be  honored.
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/or a post-dated  check.  The
Fund reserves the right to terminate or

                                       15
<PAGE>
modify the check redemption  procedure at any time or to impose  additional fees
following notification to the Fund's shareholders.

Corporations  and other  entities  electing the checking  option are required to
furnish a certified  resolution or other evidence of authorization in accordance
with the Fund's normal practices. Individuals and joint tenants are not required
to furnish any supporting documentation. 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.

TELEPHONE

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option on their  subscription  order  form.  The  proceeds  of a telephone
redemption may be sent to the  shareholders  at their addresses 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.
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.  Failure by the Fund to employ such  reasonable  procedures  may
cause  the  Fund to be  liable  for the  losses  incurred  by  investors  due to
unauthorized or fraudulent telephone 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
Funds records,  (ii) the  shareholders  account number with the Fund,  (iii) the
amount to be  withdrawn,  (iv)  whether  such amount is to be  forwarded  to the
shareholders  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.
Proceeds  are sent the next  Fund  Business  Day if the  redemption  request  is
received  after 12 noon,  New York City  time.  The Fund  reserves  the right to
terminate or modify the telephone  redemption service in whole or in part at any
time and will notify shareholders accordingly.

                                       16
<PAGE>
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 shareholders' 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.  Additional  exceptions
include 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.

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  shareholders  or his
Participating  Organizations  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.  For Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to the appropriate Participating  Organization.  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  (without  regard to the normal  $100
requirement for an initial  investment) to increase his total net asset value to
the minimum amount.

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

                                       17
<PAGE>
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 shareholders investment.

The election to receive automatic withdrawal payments may be made 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.  However, the
Fund does not expect that there will be any realizable capital gains.

DIVIDENDS AND DISTRIBUTIONS

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

Net realized  capital gains, if any, are distributed at least annually and in no
event later than 60 days after the end of the Funds fiscal year.

All dividends and distributions of capital gains are automatically  invested, at
no charge,  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.

Because Class A shares bear the service fee under the Fund's 12b-1 Plan, 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 determined in the same manner and paid in
the same amounts.

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 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

                                       18
<PAGE>
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
day"  written  notice.)  Arrangements  have  been  made  for the  acceptance  of
instructions  by telephone to exchange shares if certain  pre-authorizations  or
indemnifications are accepted and on file. Further information is available from
the Transfer Agent.

TAX CONSEQUENCES

Dividends paid by the Fund,  which are  "exempt-interest  dividend" 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").  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 governments,  or their  instrumentalities,  authorities or districts " New
Jersey  Municipal  Obligation")  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 other types of
obligations  that New Jersey is prohibited  from taxing under the  Constitution,
the laws of the United States of America or the laws of New Jersey " Territorial
Municipal  Obligation")  also should be exempt from the New Jersey  gross income
tax provided the Fund complies with New Jersey law.

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.

                                       19
<PAGE>
The Fund's policy is to distribute as dividends  each year 100% (and in no event
less than 90%) of its tax-exempt interest income, 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
and  properly  designated  by the Fund not later than 60 days after the close of
its taxable year 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.  The Fund does
not expect to realize  long-term  capital gains,  and thus does not  contemplate
distributing  "capital  gain  dividends"  or having  undistributed  capital gain
income within the meaning of the Code. The Fund will inform  shareholders of the
amount  and  nature  of its  income  and  gains in a  written  notice  mailed to
shareholders  not later than 60 days after the close of the Funds  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 a
bond issue which meets the private loan  financing  test) issued after August 7,
1986  will  constitute  an  item of tax  preference  subject  to the  individual
alternative minimum tax. Corporations will be required to include 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 tax item).  In certain cases
Subchapter S corporations with accumulated  earnings and profits from Subchapter
C years will be  subject  to a tax on  "passive  investment  income",  including
tax-exempt interest. 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 an interest in the underlying  Municipal  Obligations  and that the
interest thereon will be exempt from regular Federal income taxes to the Fund to
the same extent as the interest on the underlying Municipal Obligations. Counsel
has pointed out that the  Internal  Revenue  Service has

                                       20
<PAGE>
announced 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 United  States  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.  The Court further held that there is no constitutional  prohibition
against the Federal  governments  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 the interest on such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.

The Fund may invest a portion of its assets in securities  that generate  income
that is not exempt from Federal or state income tax.  Income exempt from Federal
income  tax may be  subject  to  state  and  local  income  tax.  Capital  gains
distributed by the Fund may be taxable.

NEW JERSEY INCOME TAXES

The following is based upon the advice of Sills Cummis Radin Tischman  Epstein &
Gross,  P.A.,  special  tax  counsel to the Fund.  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 (i) 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 (ii) 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

                                       21
<PAGE>
investment fund must comply with certain continuing reporting  requirements.  In
the opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.,  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 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  with respect to the
treatment of distributions  from the Fund and ownership of shares of the Fund in
their own states and localities.

Although  the Fund  intends to maintain a $1.00 per share net asset  value,  the
redemption of shares may result in the investors receipt of more or less than he
paid for his  shares  and,  thus,  in a  taxable  gain or loss to the  investor.
However,  if the Fund is a New Jersey qualified  investment fund, any such gains
received by a New Jersey resident  individual  shareholder should not be subject
to the New Jersey gross income tax.

An exchange pursuant to the exchange privilege is treated for Federal income tax
purposes as a sale on which a shareholder may realize a taxable gain or loss.

V. DISTRIBUTION ARRANGEMENTS

Rule 12b-1 Fees

Investors do not pay a sales charge to purchase shares of the Fund. However, the
Fund pays fees in connection  with the  distribution  of shares and for services
provided to the Class A  shareholders.  The Fund pays these fees from its assets
on an ongoing  basis and  therefore,  over time,  the payment of these fees will
increase  the cost of your  investment  and may cost you more than paying  other
types of sales charges.

The Fund's Board of Directors has adopted a Rule 12b-1  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 the Class A
shares of the Fund only).

Under the Distribution  Agreement,  the Distributor serves as distributor of the
Funds shares. For nominal consideration (i.e., $1.00) and as agent for the Fund,
the Distributor solicits orders for the purchase of the Funds' shares,  provided
that any orders  will not be binding on the Fund until  accepted  by the Fund as
principal.

Under the  Shareholder  Servicing  Agreement,  the  Distributor  receives,  with
respect only to the

                                       22
<PAGE>
Class A  shares,  a  service  fee  equal to .20% per annum of the Class A shares
average  daily net  assets  (the  "Shareholder  Servicing  Fee")  for  providing
personal shareholder  services and for the maintenance of shareholder  accounts.
The fee is accrued daily and paid monthly.  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.

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  Distributor  and   Participating   Organizations   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.  These  Payments are limited to a
maximum of .05% per annum of the Class A's shares' average daily net assets.

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 costs, and to compensate  others,  including
Participating  Organizations  with whom the Distributor has entered into written
agreements, for performing shareholder servicing 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 Funds
Class A shares.  The  Distributor  may also make payments from time to time from
its own  resources,  which may  include  the  Shareholding  Servicing  Fee (with
respect to Class A shares) 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.

                                       23
<PAGE>
VI.  FINANCIAL HIGHLIGHTS

This  financial  highlights  table is intended to help you understand the Fund's
financial  performance  for  the  past 5  years.  Certain  information  reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the rate that an investor would have earned [or lost] on an investment
in the Fund (assuming  reinvestment  of all dividends and  distributions).  This
information has been audited by McGladrey and Pullen,  LLP, whose report,  along
with the Fund's financial statements, is included in the annual report, which is
available upon request.
<TABLE>
<CAPTION>

                                                                    Year Ended October 31,

<S>                                                   <C>               <C>               <C>               <C>               <C> 
CLASS A                                               1998              1997              1996              1995              1994
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
Income from investment operations:
    Net investment income .....................        0.026             0.027             0.027             0.030            0.020
Less distributions:
   Dividends from net investment income
                                                      (0.026)           (0.027)           (0.027)           (0.030)          (0.020)
                                                                                                                             (0.026)
Net asset value, end of period .................  $    1.00           $  1.00           $  1.00          $   1.00  $          1.00
TOTAL RETURN ...................................       2.65%             2.70%             2.69%             3.08%            2.03%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000) ................    $166,234          $217,529      $    151,421        $  130,128     $    105,929
Ratios to average net assets:
   Expenses ..................................         0.84%+            0.86%+            0.78%+            0.72%            0.66%
   Net investment income .....................         2.60%             2.66%             2.65%             3.02%            2.02%
   Management, shareholder servicing
    and administration fees waived ............         --                 --              0.06%             0.18%            0.26%

+ Includes expense offsets

</TABLE>
                                       24
<PAGE>
A Statement of Additional  Information (SAI) dated March 2, 1999, and the Fund's
Annual and Semi-Annual Reports include additional information about the Fund and
its investments and are incorporated by reference into this prospectus.  You may
obtain  the  SAI,  the  Annual  and  Semi-Annual   Reports  and  other  material
incorporated by reference without charge by calling the Fund at  1-800-221-3079.
To request other information, call your financial intermediary or the Fund.

A current SAI has been filed with the  Securities and Exchange  Commission.  You
may  visit  the   Securities   and  Exchange   Commission's   Internet   website
(www.sec.gov)  to view the SAI,  material  incorporated  by reference  and other
information. These materials can also be reviewed and copied at the Commission's
Public  Reference  Room in Washington  D.C.  Information on the operation of the
Public   Reference   Room  may  be  obtained  by  calling  the   Commission   at
1-800-SEC-0330.  In addition,  copies of these  materials may be obtained,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
Commission, Washington, D.C. 20549-6009.

811-6152

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

[GRAPHIC OMITTED]


PSMM3-199
<PAGE>
                                                  Chase Vista Money Market Funds
                                                        (For Chase Clients Only)
- --------------------------------------------------------------------------------
1. Instructions

Please complete this form and return it to your Chase Manhattan Bank Account
Representative or in the enclosed postage-paid envelope.

2. Investment
- --------------------------------------------------------------------------------

Please indicate the amount you would like to invest and read the fund prospectus
carefully before investing or sending money.

Chase Vista Fund Name                     Amount
CA Tax Free Money Market Fund (99)          $
Cash Management Fund (223)                  $
CT Daily Tax Free Income Fund (140)         $
(Select Shares)
Federal Money Market Fund (353)             $
NJDaily Municipal Income Fund               $
(Select Shares) (141)
NY Tax Free Money Market Fund (003)         $
Prime Money Market Fund (233)               $
Tax Free Money Market Fund (002)            $
Treasury Plus Money Market Fund (678)       $
U.S. Government Money Market Fund (220)     $
100% U.S. Treasury Securities (677)         $
Money Market Fund
Other _______________________               $

3. Initial Investment Options
- --------------------------------------------------------------------------------
The undersigned authorizes The Chase Manhattan Bank or its affiliates ("Chase")
to debit Chase account #______________ for the initial purchase of shares in
Chase Vista Funds ("the Funds").

                                                                      APP3-8-199
<PAGE>
4. Account Registration
- --------------------------------------------------------------------------------
Please print name clearly and exactly as account is to be registered

Individual:

- --------------------------------------------------------------------------------
First Name                  M.I.   Last Name
- -----------
Social Security Number
Joint TENANT:
- --------------------------------------------------------------------------------
First Name                  M.I.    Last Name
- -----------
Social Security Number
- --------------------------------------------------------------------------------
First Name                  M.I.    Last Name
- -----------
Social Security Number

Corporation, Partnership or other entity (THE COMPANY):
- --------------------------------------------------------------------------------
Name of Corporation, Partnership or Entity
- ----------
Taxpayer Identification Number
- --------------------------------------------------------------------------------
Contact Name                        Phone Number
Trustee's Name (if Trust)           Date of Trust

TRANSFER TO A Minor:
- --------------------------------------------------------------------------------
Custodian First Name        M.I.    Last Name
As Custodian for
- --------------------------------------------------------------------------------
Minor's First Name          M.I     Last Name
- -----------
Minor's Social Security Number
- --------------------------------------------------------------------------------
Minor's Birthday                    Name of State
<PAGE>
5. Mailing Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Street                                            Apt. No.

City                              State           Zip

Daytime Phone Number              Evening Phone Number

Citizen of: _ U.S._ Other________________________________________________

Other Address (if necessary for mailing of duplicate statements)
- --------------------------------------------------------------------------------
Street                                            Apt. No.
City                              State           Zip

6. Distribution Options
   Please indicate how you would like to receive distributions
- --------------------------------------------------------------------------------
1. _ Dividends are to be reinvested
2. _ Dividends are to be credited to account indicated above
3. _ Capital gains are to be reinvested
4. _ Capital gains are to be credited to account indicated above

Dividends and capital gains will be automatically reinvested at net asset value
unless otherwise indicated.

<PAGE>
7. Systematic Investment Plan
    Amounts (minimum $100) will be automatically drawn on your designated Chase
    deposit account and invested in your Chase Vista Money Market Fund. Please
    staple voided check or savings deposit slip.

Authorization Form

   Invest automatically the amount of $__________________ on or about the
   ___________________day of the month. Purchases will be made monthly unless
   you wish to elect quarterly by checking this box.

If the day you selected for your automatic purchase falls on a holiday or a
weekend, the purchase will occur on the following business day. Your first
automatic investment will occur no sooner than two weeks after the receipt of
your request.

Funds will be drawn from my/our
- --------------------------------------------------------------------------------
Chase deposit account #

(this must be the same as the Chase deposit account currently linked to your
Chase Vista Money Market Fund).

- --------------------------------------------------------------------------------
Chase Vista Money Market Fund Name

Chase Vista Money Market Fund Account No.

Bank Address

Account Representative Name                 Account Representative Telephone No.

Customer Name

Customer Name

- --------------------------------------------------------------------------------
Customer Signature                                      Date

Customer Signature                                      Date

<PAGE>
8.  Telephone Authorization
- --------------------------------------------------------------------------------
My initial purchase of shares in this mutual fund is being made in writing on
this mutual fund order form. Subsequent purchases, redemptions, or other
transactions may be made by telephone, facsimile or other electronic
communication without a signature guarantee. I authorize Chase to accept my
telephone instructions and agree to the terms and conditions contained in this
mutual fund order form. Chase may delay any instructions, however given, if it
has reason to believe they are incomplete, inaccurate or unauthorized. In
connection with telephone transactions, Chase may employ one or more of the
following or similar procedures: PIN number, request for identification (e.g.,
social security number or account number), recorded line or written
confirmation.

9.  Customer Warranties and Agreements
- --------------------------------------------------------------------------------

I/we/the undersigned (the undersigned) represents that he/she has full authority
and is of legal age to purchase and redeem and effect other transactions in Fund
shares pursuant to this Fund Account Application. The undersigned acknowledges
that he/she has received and read the applicable Fund Prospectus and agrees to
its terms and conditions. The undersigned understands the investment objectives
of the Fund(s) and has determined that the Fund(s) is/are a suitable investment
based upon his/her investment needs and financial situation. The undersigned
hereby appoints Chase as his/her agent in dealing with Vista Fund Distributors,
Inc. (VFD) with respect to all purchases, redemptions and other transactions in
shares of the Fund(s), and, in this capacity, to accept and act upon his/her
instructions.

The undersigned agrees to the terms and conditions of this Fund Account
Application.

By signing below the undersigned consents to Chase and its affiliates, VFD, the
Funds, their affiliates, subagents, and agents exchanging among themselves and
others certain information about him/her and his/her accounts, including
information used to offer investment products and insurance products to him/her,
except to the extent that the undersigned instructs Chase otherwise in
accordance with Chase's Fair Credit Reporting Act Disclosure.

Joint Tenants: The Fund(s) may accept instruction(s) regarding the Chase Vista
Funds Account from either of the undersigned without liability to the other
joint tenant. If neither joint tenant provides the Fund with a signed written
request not to redeem shares or release any monies in the Account, the Fund(s)
may, at (its) (their) option, require the written authorization of both of the
undersigned before redeeming any shares or releasing any monies from the
Account.

The distributor of the Fund(s) is VFD, an entity not affiliated with Chase.
Chase and its affiliates receive compensation for providing services to the
Funds, including shareholder services.

The undersigned further acknowledges and certifies that he/she understands that:
Securities (including mutual funds) are not bank deposits and are not FDIC
insured, nor are they obligations of or guaranteed by Chase or its affiliates.
Securities (including mutual funds) and annuities involve investment risks,
including the possible loss of the principal amount invested.
<PAGE>
Individual
- --------------------------------------------------------------------------------
Signature                                                   Date

Signature                                                   Date

Corporations, Partnerships, or Other Entity

- --------------------------------------------------------------------------------
Signature                           Title.                  Date

Signature                           Title                   Date
<PAGE>
10.   Authorization to Initiate Debit and Credit Entries
      and IRS Certification
- --------------------------------------------------------------------------------
This authority is to remain in full force and effect until Chase has received
written notification from me of its termination in such time and in such manner
as to afford Chase and VFD a reasonable opportunity to act on it.

The undersigned agrees that neither Chase, VFD, the Funds, nor any of their
affiliates will be responsible for the authenticity of any instructions given
and shall be fully indemnified and held harmless from any and all direct and
indirect liabilities, losses, or costs or expenses resulting from acting upon
such transactions.

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 Chase, VFD, the Funds or any of their affiliates or
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.

The undersigned certifies that any tax certifications made to Chase and its
affiliates may be used by and relied upon by VFD, the Funds or any of their
affiliates or agents.

Check One:    _ U.S. Citizen _ Resident Alien
              _ Non-Resident Alien: Country of Tax Residency _________________

Under the penalties of perjury, the undersigned certifies that (1) he/she is a
citizen or resident of the United States or (state Country)
__________________________, (2) the Social Security Number or Taxpayer
Identification Number shown in Section 2 above 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). 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

- --------------------------------------------------------------------------------
Signature                                                   Date

Signature                                                   Date

Corporations, Partnerships, or Other Entity

- --------------------------------------------------------------------------------
Signature                           Title.                  Date

Signature                           Title                   Date

<PAGE>

11. Certificate of Authority  
- --------------------------------------------------------------------------------
A.  PARTNERSHIPS AND TRUSTS (Even if you are the sole trustee)

The above signed certify (certifies) 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; and (2) empowered the below-named Authorized
Person(s) to effect securities transactions for the Shareholder on the terms
described above. This authorization will remain in full force until otherwise
notified in writing by the Partnership or Trust. If there are not enough spaces
here for all the necessary signatures, complete a separate certificate
containing the language of Certificate A and attach it to the Application.

- --------------------------------------------------------------------------------
Name/Title                       Signature                  Date

Name/Title                       Signature                  Date

B.  CERTIFICATE OF CORPORATE RESOLUTION (Required for Corporations)

The above signed is (are) duly authorized by corporate resolution or otherwise
to act on behalf of the Company in connection with the Company's ownership of
shares of the Fund(s). In particular, and without limitation of the foregoing,
said individual(s) is (are) authorized to give instructions for the purchase,
sale or transfer of said shares and to execute any necessary forms in connection
therewith. The Fund(s) and the agents of the Fund(s) may consider this
authorization to be in full force and effect until otherwise notified in writing
by the Company:

In Witness Whereof, the undersigned has executed this certification this

________________________ day of ___________________________ 19

- --------------------------------------------------------------------------------
                                    Secretary

- --------------------------------------------------------------------------------
Another officer if Secretary is authorized to act pursuant to the above
<PAGE>
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Return form to your account officer or:
The Chase Manhattan Bank, New Account Processing, P.O. Box 2105,
Jericho, NY 11753-9932

For Internal Use Only (to be completed by Chase Account Representative)
- --------------------------------------------------------------------------------
   Chase Manhattan Bank Division Profit/Cost Center         Dealer
- --------------------------------------------------------------------------------
   Account Representative Name                              Social Code
- --------------------------------------------------------------------------------
   Account Representative No.               Account Representative Telephone No.
- --------------------------------------------------------------------------------

<PAGE>
                                                                     RULE 497(C)
                                                       Registration No. 33-36317
- --------------------------------------------------------------------------------
NEW JERSEY
DAILY MUNICIPAL                             600 Fifth Avenue, New York, NY 10020
INCOME FUND, INC.                           (212) 830-5220
================================================================================
                       STATEMENT OF ADDITIONAL INFORMATION

                                  March 1, 1999

          RELATING TO THE NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.
                                     AND THE

  CHASE VISTA SELECT SHARES OF THE NEW JERSEY DAILY MUNICIPAL INCOME FUND, INC.
                        PROSPECTUSES DATED MARCH 1, 1999

This  Statement of Additional  Information  (SAI) is not a  Prospectus.  The SAI
expands  upon  and  supplements   the  information   contained  in  the  current
Prospectuses  of New Jersey Daily  Municipal  Income Fund,  Inc. and Chase Vista
Select  Shares of New Jersey  Daily  Municipal  Income  Fund,  Inc.  (each,  the
"Fund"), dated March 1, 1999, and should be read in conjunction with each Fund's
Prospectus.

A Prospectus may be obtained from any  Participating  Organization or by writing
or calling the Fund toll-free at (800) 221-3079. The Financial Statements of the
Fund have been incorporated by reference to the Fund's Annual Report. The Annual
Report is  available,  without  charge,  upon  request by calling the  toll-free
number provided.

If you wish to invest in Chase  Vista  Select  Shares  of the New  Jersey  Daily
Municipal  Income Fund, Inc. you should obtain a separate  prospectus by writing
to Chase Vista Service Center, P.O. Box 419392, Kansas City, Missouri 64141-6392
or by calling (800) 34-VISTA.

This Statement of Additional  Information is  incorporated by reference into the
respective Prospectus in its entirety.

<TABLE>
<CAPTION>
                                Table of Contents
- --------------------------------------------------------------------------------
<S>                                                  <C>    <C>                                                       <C>
Fund History..........................................      Capital Stock and Other Securities........................
Description of the Fund and Its Investments and             Purchase, Redemption and Pricing of Shares................
  Risks...............................................      Taxation of the Fund......................................
Management of the Fund................................      Underwriters..............................................
Control Persons and Principal Holders of                    Calculation of Performance Data...........................
  Securities..........................................      Financial Statements......................................
Investment Advisory and Other Services................      Description of Ratings....................................
Brokerage Allocation and Other Practices..............      Corporate Taxable Equivalent Yield Table..................
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
I.  FUND HISTORY
The Fund was incorporated on July 24, 1990 in the state of Maryland.

II.  DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

The Fund is an open-end,  management  investment  company that is a  short-term,
tax-exempt  money market fund.  The Fund's  investment  objectives are to seek a
high level of current  income  exempt  from  regular  Federal tax and New Jersey
gross income tax consistent with preserving capital,  maintaining  liquidity and
stabilizing  principal.  No assurance can be given that these objectives will be
achieved.

The following  discussion  expands upon the description of the Fund's investment
objectives and policies in the Prospectus.

The  Fund's  assets  will  be  invested  primarily  in  (i)  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 (ii) 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 for Federal income tax purposes) in Municipal
Obligations  purchased  from  banks,  insurance  companies  or  other  financial
institutions  ("Participation  Certificates").  Dividends  paid by the  Fund are
"exempt-interest  dividends" by virtue of being properly  designated by the Fund
as derived from Municipal Obligations and Participation Certificates.  They will
be exempt from  regular  Federal  income tax  provided  the Fund  qualifies as a
regulated  investment  company under  Subchapter M of the Code and 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 regular  Federal  income  taxation,  existing law excludes  such
interest from regular  Federal income tax.  However,  such  interest,  including
"exempt-interest  dividends" 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 that are 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 governments,  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
New Jersey  gross  income tax provided the Fund  complies  with  applicable  New
Jersey laws. (See "New Jersey Income Taxes" herein.) To the extent that 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 these 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
Income Tax but will be subject to the New Jersey gross  income tax.  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  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 at $1.00 per share of each  Class.  There can be no
assurance that this value will be maintained.

The Fund may hold  uninvested  cash  reserves  pending  investment.  The  Fund's
investments   may  include   "when-issued"   Municipal   Obligations,   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,  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 assets in Participation  Certificates  purchased from banks in industrial
revenue  bonds and  other  New  Jersey  Municipal  Obligations.  In view of this
"concentration"  in bank  Participation  Certificates  in New  Jersey  Municipal
Obligations,  an investment in Fund shares should be made with an  understanding
of the  characteristics  of the  banking  industry  and the risks  which such an
investment may entail.  (See "Variable Rate Demand Instruments and Participation
Certificates"  herein.) The  investment  objectives of the Fund described in the
preceding  paragraphs of this section may not be changed unless

                                       2
<PAGE>
approved by the holders of a majority of the outstanding shares of the Fund that
would be affected by such a change.  As used herein,  the term  "majority of the
outstanding shares" of the Fund means,  respectively,  the vote of the lesser of
(i) 67% or more of the shares of the Fund  present at a meeting,  if the holders
of  more  than  50%  of the  outstanding  shares  of the  Fund  are  present  or
represented  by proxy,  or (ii) more than 50% of the  outstanding  shares of the
Fund.

The Fund may only purchase United States dollar-denominated 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)  securities  which have or are deemed to have  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"); or (ii) unrated securities
determined  by the Fund's  Board of Directors to be of  comparable  quality.  In
addition,  securities  which have or are deemed to have 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 may be
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) has received a long-term rating from any NRSRO that
is not within the three highest long-term 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
securities.  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 or "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, a rated  security may cease to be rated
or its rating may be reduced  below the  minimum  required  for  purchase by the
Fund. If this occurs, the Board of Directors of the Fund shall 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.  However,  reassessment  is not  required if the
security  is disposed of or matures  within  five  business  days of the Manager
becoming  aware  of the new  rating  and  provided  further  that  the  Board of
Directors is subsequently notified of the Manager's actions.

In addition,  in the event that a security (i) is in default,  (ii) ceases to be
an Eligible  Security  under Rule 2a-7 of the 1940 Act or (iii) is determined to
no longer present  minimal credit risks,  or an event of insolvency  occurs with
respect to the issues 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  interests of the Fund.  Disposal of the security shall
occur as soon as practicable consistent with achieving an orderly disposition by
sale,  exercise of any demand  feature or  otherwise.  In the event of a default
with respect to a security which immediately before default accounted for 1/2 of
1% or more of the Fund's total assets, the Fund shall promptly notify the 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.  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 Municipal Obligations are First Tier Securities.

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,   regulated  investment  company
securities and other securities which is 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

                                       3
<PAGE>
Government   securities  or  regulated   investment  company   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.)

DESCRIPTION OF MUNICIPAL OBLIGATIONS

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

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

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

In  addition,  certain  kinds of "private  activity  bonds" are issued by public
authorities  to  provide  funding  for  various  privately  operated  industrial
facilities  (hereinafter  referred to as "industrial  revenue bonds" or "IRBs").
Interest on IRBs is  generally  exempt,  with certain  exceptions,  from regular
Federal income tax pursuant to Section  103(a) of the Code,  provided the issuer
and corporate obligor thereof continue to meet certain conditions. (See "Federal
Income  Taxes"  herein.)  IRBs  are,  in most  cases,  revenue  bonds and do not
generally  constitute the pledge of the credit of the issuer of such bonds.  The
payment of the  principal  and  interest on IRBs usually  depends  solely on the
ability of the user of the facilities  financed by the bonds or other  guarantor
to meet its financial obligations and, in certain instances,  the pledge of real
and  personal  property  as security  for  payment.  If there is no  established
secondary  market for the IRBs, the IRBs or the  Participation  Certificates  in
IRBs purchased by the Fund will be supported by letters of credit, guarantees or
insurance  that  meet  the  definition  of  Eligible  Securities  at the time of
acquisition and provide the demand feature which may be exercised by the Fund at
any time to provide liquidity. Shareholders should note that the Fund may invest
in IRBs acquired in  transactions  involving a  Participating  Organization.  In
accordance with Investment Restriction 6 herein, the Fund is permitted to invest
up to 10% of the portfolio in high  quality,  short-term  Municipal  Obligations
(including  IRBs) meeting the  definition of Eligible  Securities at the time of
acquisition that may not be readily marketable or have a liquidity feature.

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

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

4.  Municipal  Leases,  which  may take  the  form of a lease or an  installment
purchase or conditional sale contract, issued by state and local governments and
authorities to acquire a wide variety of equipment and  facilities  such as fire
and sanitation vehicles,  telecommunications equipment and other capital assets.
Municipal  Leases  frequently  have special risks not normally  associated  with
general  obligation  or  revenue  bonds.  Leases  and  installment  purchase  or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  governmental  issuer)  have  evolved as a means for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses. These clauses provide that the

                                       4
<PAGE>
governmental issuer has no obligation to make future payments under the lease or
contract  unless  money is  appropriated  for such  purpose  by the  appropriate
legislative  body on a yearly or other periodic  basis. To reduce this risk, the
Fund will only purchase Municipal Leases subject to a  non-appropriation  clause
where  the  payment  of  principal   and  accrued   interest  is  backed  by  an
unconditional  irrevocable  letter of credit,  a  guarantee,  insurance or other
comparable  undertaking  of an approved  financial  institution.  These types of
Municipal Leases may be considered illiquid and subject to the 10% limitation of
investments  in illiquid  securities set forth under  "Investment  Restrictions"
contained  herein.  The Board of Directors may adopt  guidelines and delegate to
the Manager the daily  function of  determining  and monitoring the liquidity of
Municipal  Leases. In making such  determination,  the Board and the Manager may
consider such factors as the frequency of trades for the obligation,  the number
of dealers  willing to purchase or sell the  obligations and the number of other
potential  buyers  and  the  nature  of the  marketplace  for  the  obligations,
including  the time  needed to  dispose  of the  obligations  and the  method of
soliciting  offers.  If the  Board  determines  that any  Municipal  Leases  are
illiquid,  such lease will be subject to the 10%  limitation on  investments  in
illiquid securities.

5. Any other Federal  tax-exempt,  and to the extent possible,  New Jersey gross
income  tax-exempt  obligations  issued by or on behalf of states and  municipal
governments and their  authorities,  agencies,  instrumentalities  and political
subdivisions  whose  inclusion in the Fund would be  consistent  with the Fund's
investment objectives, policies and risks described herein and permissible under
Rule 2a-7 under the 1940 Act.

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

In addition,  in the event that a Municipal  Obligation (i) is in default,  (ii)
ceases to be an  Eligible  Security  under Rule 2a-7 of the 1940 Act or (iii) is
determined to no longer present  minimal credit risks, or an event of insolvency
occurs with respect to the issues 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  interests of the Fund.  Disposal of the security shall
occur as soon as practicable consistent with achieving an orderly disposition by
sale,  exercise of any demand  feature or  otherwise.  In the event of a default
with respect to a security which immediately before default accounted for 1/2 of
1% or more of the Fund's total assets, the Fund shall promptly notify the SEC of
such fact and of the  actions  that the Fund  intends to take in response to the
situation.

VARIABLE RATE DEMAND INSTRUMENTS AND PARTICIPATION CERTIFICATES

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

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

                                       5
<PAGE>
instrument is ever not deemed to be an Eligible  Security,  the Fund either will
sell it in the market or exercise the demand feature.

The  variable  rate  demand  instruments  that the Fund may  invest  in  include
Participation Certificates purchased by the Fund from banks, insurance companies
or other financial  institutions in fixed or variable rate, tax-exempt Municipal
Obligations  (expected to be concentrated in IRBs) owned by such institutions or
affiliated organizations.  The Fund will not purchase Participation Certificates
in fixed rate tax-exempt  Municipal  Obligations without obtaining an opinion of
counsel  that the Fund will be treated as the owner  thereof for Federal  income
tax purposes.  A Participation  Certificate gives the Fund an undivided interest
in the Municipal  Obligation  in the  proportion  that the Fund's  participation
interest  bears to the total  principal  amount of the Municipal  Obligation and
provides the demand repurchase  feature  described below.  Where the institution
issuing the participation  does not meet the Fund's  eligibility  criteria,  the
participation is backed by an irrevocable letter of credit or guaranty of a bank
(which may be the bank issuing the Participation  Certificate,  a bank issuing a
confirming  letter of credit to that of the issuing  bank,  or a bank serving as
agent of the  issuing  bank  with  respect  to the  possible  repurchase  of the
certificate of  participation)  or insurance policy of an insurance company that
the Board of Directors of the Fund has determined  meets the prescribed  quality
standards  for the  Fund.  The  Fund has the  right  to sell  the  Participation
Certificate back to the institution.  Where applicable, the Fund can draw on the
letter of credit or  insurance  after no more than 30 days notice  either at any
time or at specified intervals not exceeding 397 days (depending on the terms of
the  participation),  for all or any part of the full  principal  amount  of the
Fund's  participation  interest in the security plus accrued interest.  The Fund
intends to exercise  the demand  only (i) upon a default  under the terms of the
bond documents, (ii) as needed to provide liquidity to the Fund in order to make
redemptions  of Fund  shares  or (iii) to  maintain  a high  quality  investment
portfolio. The institutions issuing the Participation Certificates will retain a
service and letter of credit fee (where  applicable) and a fee for providing the
demand repurchase feature, in an amount equal to the excess of the interest paid
on the instruments  over the negotiated yield at which the  participations  were
purchased  by the Fund.  The total  fees  generally  range from 5% to 15% of the
applicable prime rate* or other interest rate index.  With respect to insurance,
the Fund will attempt to have the issuer of the  Participation  Certificate bear
the cost of the  insurance.  However,  the Fund  retains  the option to purchase
insurance if necessary,  in which case the cost of insurance  will be an expense
of the Fund subject to the expense limitation (see "Expense Limitation" herein).
The Manager has been  instructed by the Fund's Board of Directors to continually
monitor  the  pricing,  quality  and  liquidity  of  the  variable  rate  demand
instruments held by the Fund, including the Participation  Certificates,  on the
basis of published financial  information and reports of the rating agencies and
other bank analytical  services to which the Fund may subscribe.  Although these
instruments  may be sold by the  Fund,  the  Fund  intends  to hold  them  until
maturity,  except  under the  circumstances  stated above (see  "Federal  Income
Taxes" herein).

In view of the "concentration" of the Fund in 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. 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% 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.  This
includes, 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.

While the value of the underlying  variable rate demand  instruments  may change
with  changes in  interest  rates  generally,  the  variable  rate nature of the
underlying  variable rate demand instruments should minimize changes in value of
the  instruments.  Accordingly,  as interest  rates  decrease or  increase,  the
potential  for  capital   appreciation   and  the  risk  of  potential   capital
depreciation  is less than would be the case with a  portfolio  of fixed  income
securities.  The portfolio may contain  variable maximum rates set by state law,
which  limit  the  degree  to  which  interest  on  such  variable  rate  demand
instruments  may  fluctuate;  to the  extent  state law  contains  such  limits,
increases or  decreases in value may be somewhat  greater than would be the case
without such limits.  Additionally,  the  portfolio  may contain  variable  rate
demand Participation Certificates in fixed rate Municipal Obligations. The fixed
rate of  interest  on  these

- --------
* The  prime  rate  is  generally  the  rate  charged  by a  bank  to  its  most
creditworthy customers for short-term loans. The prime rate of a particular bank
may differ  from other  banks and will be the rate  announced  by each bank on a
particular  day.  Changes in the prime rate may occur with great  frequency  and
generally become effective on the date announced.

                                       6
<PAGE>
Municipal   Obligations   will  be  a  ceiling  on  the  variable  rate  of  the
Participation Certificate. In the event that interest rates increase so that the
variable rate exceeds the fixed rate on the Municipal Obligations, the Municipal
Obligations  can no  longer  be  valued  at par and may  cause  the Fund to take
corrective  action,  including  the  elimination  of the  instruments  from  the
portfolio.  Because the adjustment of interest rates on the variable rate demand
instruments  is made in relation to movements of the  applicable  banks'  "prime
rates"*,  or other  interest  rate  adjustment  index,  the variable rate demand
instruments are not comparable to long-term fixed rate securities.  Accordingly,
interest  rates on the variable rate demand  instruments  may be higher or lower
than current market rates for fixed rate obligations of comparable  quality with
similar maturities.

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

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

WHEN-ISSUED SECURITIES

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

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

STAND-BY COMMITMENTS

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

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

                                       7
<PAGE>
The Fund's right to exercise a stand-by  commitment  will be  unconditional  and
unqualified.  A  stand-by  commitment  will  not be  transferable  by the  Fund,
although it can sell the underlying Municipal Obligation to a third party at any
time.

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

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

The Fund intends to acquire stand-by  commitments solely to facilitate portfolio
liquidity  and does not intend to  exercise  its rights  thereunder  for trading
purposes.  The  purpose  of this  practice  is to  permit  the  Fund to be fully
invested in securities  the interest on which is exempt from Federal  income tax
while preserving the necessary liquidity to purchase securities on a when-issued
basis,  to meet  unusually  large  redemptions  and to  purchase at a later date
securities other than those subject to the stand-by commitment.  The acquisition
of a stand-by  commitment  will not affect the valuation or assumed  maturity of
the  underlying  Municipal  Obligations  which  will  continue  to be  valued in
accordance with the amortized cost method.  Stand-by commitments acquired by the
Fund will be valued at zero in  determining  net asset value.  In those cases in
which the Fund pays directly or indirectly for a stand-by  commitment,  its cost
will be reflected as  unrealized  depreciation  for the period  during which the
commitment  is held by the  Fund.  Stand-by  commitments  will  not  affect  the
dollar-weighted  average  maturity of the Fund's  portfolio.  The  maturity of a
security subject to a stand-by commitment is longer than the stand-by repurchase
date.

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

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

TAXABLE SECURITIES

Although  the Fund will  attempt to invest 100% of its net assets in  tax-exempt
Municipal  Obligations,  the Fund may invest up to 20% of the value of its total
assets in securities of the kind described  below. The interest income from such
securities is subject to regular  Federal or New Jersey state income tax,  under
any  one or more of the  following  circumstances:  (i)  pending  investment  of
proceeds  of sales of Fund  shares  or of  portfolio  securities,  (ii)  pending
settlement of purchases of portfolio securities, and (iii) to maintain liquidity
for the purpose of meeting anticipated  redemptions.  In addition,  the Fund may
temporarily invest more than 20% in such taxable securities when, in the opinion
of the Manager,  it is advisable to do so because of adverse  market  conditions
affecting the market for Municipal Obligations.  The kinds of taxable securities
in  which  the  Fund  may  invest  are  limited  to  the  following  short-term,
fixed-income  securities  (maturing  in 397  days  or  less  from  the  time  of
purchase):  (i)  obligations  of the United  States  Government or its agencies,
instrumentalities  or authorities,  (ii) commercial paper meeting the definition
of Eligible Securities at the time of acquisition, (iii) certificates of deposit
of  domestic  banks  with  assets of $1  billion  or more;  and (iv)  repurchase
agreements with respect to any Municipal  Obligations or other  securities which
the Fund is permitted to own. (See "Federal Income Taxes" herein.)

                                       8
<PAGE>
REPURCHASE AGREEMENTS

The Fund may  invest  in  instruments  subject  to  repurchase  agreements  with
securities  dealers or member  banks of the Federal  Reserve  System.  Under the
terms of a typical  repurchase  agreement,  the Fund will acquire an  underlying
debt  instrument for a relatively  short period (usually not more than one week)
subject to an obligation of the seller to repurchase  and the Fund to resell the
instrument at a fixed price and time,  thereby  determining the yield during the
Fund's  holding  period.  This results in a fixed rate of return  insulated from
market fluctuations during such period. A repurchase agreement is subject to the
risk that the seller may fail to repurchase the security.  Repurchase agreements
may be deemed to be loans under the 1940 Act. All repurchase  agreements entered
into by the Fund shall be fully collateralized at all times during the period of
the  agreement in that the value of the  underlying  security  shall be at least
equal to the  amount  of the  loan,  including  the  accrued  interest  thereon.
Additionally, the Fund or its custodian shall have possession of the collateral,
which  the  Fund's  Board  believes  will  give it a valid,  perfected  security
interest  in the  collateral.  In the event of  default  by the  seller  under a
repurchase  agreement  construed to be a  collateralized  loan,  the  underlying
securities  are not  owned by the Fund but only  constitute  collateral  for the
seller's obligation to pay the repurchase price. Therefore,  the Fund may suffer
time  delays  and  incur  costs  in  connection  with  the  disposition  of  the
collateral.  The Fund's Board believes that the collateral underlying repurchase
agreements may be more susceptible to claims of the seller's creditors than will
be the case with  securities  owned by the Fund. It is expected that  repurchase
agreements will give rise to income which will not qualify as tax-exempt  income
when distributed by the Fund. The Fund will not invest in a repurchase agreement
maturing in more than seven days if any such investment,  together with illiquid
securities  held by the Fund,  exceeds 10% of the Fund's total net assets.  (See
Investment  Restriction Number 6 herein.)  Repurchase  agreements are subject to
the same risks described herein for stand-by commitments.

NEW JERSEY RISK FACTORS

This summary is included for the purpose of providing a general  description  of
the credit and financial condition of the State of New Jersey.

STATE FINANCE

New  Jersey's  economic  base  is  diversified,   consisting  of  a  variety  of
manufacturing,  construction and service industries, supplemented by rural areas
with selective commercial agriculture.

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
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 and will
continue to benefit from national growth.  At the end of calendar year 1998, New
Jersey's recovery was in its seventh year and appears to be sustainable now that
the national  economy has "soft  landed." It is expected that the employment and
income  growth  that has and is  taking  place  will lead to  further  growth in
consumer  outlays.   Reasons  for  continued  optimism  in  New  Jersey  include
increasing  employment  levels,  a low jobless rate, and a  higher-than-national
level of per capita personal  income.  While growth in the State is likely to be
slower than the nation,  the  advantages of location that have served New Jersey
well for many years will still be there. Structural changes that have been going
on for years can be expected to continue,  with job creation  concentrated  most
heavily in the service industries.

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. 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.  The State's  current
Fiscal Year ends June 30th.

The budget for Fiscal Year 1999 became  effective June 30, 1998. The Fiscal Year
1998 budget produced a Fund Balance in the General Fund of approximately  $228.2
million at the end of Fiscal Year 1998.

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.

                                       9
<PAGE>
The State made  appropriations  for principal and interest  payments for general
obligation  bonds for Fiscal Years 1996,  1997,  1998 and 1999 in the amounts of
$466.3 million,  $446.9 million, $483.7 million and $501.1 million respectively.
For Fiscal Year 2000,  the State has made  appropriations  of $518.7 million for
principal  and interest  payments for general  obligation  bonds.  The aggregate
outstanding  general obligation bonded  indebtedness of the State as of June 30,
1998 was $3.6 billion.

The  State's  Master  Lease  Program  is  used  primarily  to  finance   various
departmental  equipment  needs at tax-exempt  rates by issuing  Certificates  of
Participation. Beginning in Fiscal Year 1996 the State modified the Master Lease
Program and began using a line of credit as the  preferred  method of  financing
various  departmental   equipment  needs.  As  of  June  30,  1998,  outstanding
Certificates of Participation totaled $103.4 million and the States' outstanding
balance on its line of credit totaled $25.4 million.

As of February 9, 1999,  S&P,  Moody's and Fitch IBCA,  Inc.  ("Fitch") rate the
State's long-term general obligation debt "AA+", "Aa1" and "AA+",  respectively.
The  State's  Certificates  of  Participation  are  rated  AA- by S&P  and A1 by
Moody's.  There is no assurance  that such  ratings will  continue for any given
period of time or that either rating will not be suspended, lowered or withdrawn
entirely by S&P,  Moody's or Fitch if, in the judgment of S&P, Moody's or Fitch,
circumstances so warrant. Any explanation of the significance of the ratings may
be obtained only from S&P, Moody's and Fitch.

Aside from its general  obligation  bonds, the State's "moral  obligation" backs
certain obligations issued by the Higher Education Assistance Authority, the New
Jersey Housing and Mortgage Finance Agency and the South Jersey Port Corporation
(the  "Corporation").  As of June 30, 1998,  there was  outstanding in excess of
$658.08 million of moral obligation bonded indebtedness issued by such entities,
for which the  maximum  annual debt  service was over $81.57  million as of such
date. In addition,  the State  guarantees the payments of obligations of the New
Jersey Sports and Exposition  Authority and has incurred other  obligations on a
"subject  to  appropriation  basis."  As of June 30,  1998,  the  total of these
obligations,  including  the  "moral  obligation"  debt was  approximately  $9.2
billion.

At any given time, there are various numbers of claims and cases pending against
the University of Medicine and Dentistry and it's employees, seeking recovery of
monetary damages that are primarily paid out of the Self Insurance  Reserve Fund
created  pursuant  to the Tort Claims Act. An  independent  study  estimated  an
aggregate potential exposure of $90.8 million for claims pending, as of December
31, 1997. In addition,  at any given time, there are various numbers of contract
and other  claims  against the  University  of Medicine and  Dentistry,  seeking
recovery of monetary  damages or other relief which,  if granted,  would require
the expenditure of funds. The State is unable to estimate its exposure for these
claims.  New  Jersey  is  involved  in a number  of  lawsuits  in which  adverse
decisions could materially  affect revenue or  expenditures.  Such cases include
claims that the State failed to properly conduct  remediation and health screens
concerning chromium  contamination,  challenges to  constitutionality  of annual
A-901 hazardous and solid waste  licensure  renewal fees collected by the State,
challenges  to the State's  funding  mechanism for school  districts  within the
State,  challenges  to the  State's  use of  assessments  made  against  certain
property and casualty insurers,  challenges to the State's Medical reimbursement
procedures, and challenges to the State's highway and tunnel development funding
mechanisms.

MUNICIPAL FINANCE

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.

COUNTIES AND MUNICIPALITIES

The Local Budget Law imposes  specific  budgetary  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.  The Director
is  empowered  to require  changes for  compliance  with law as a  condition  of
approval;  to disapprove  budgets not in accordance with law; and to prepare the
budget of a local  unit if the local  unit is  unwilling  to prepare a budget in
accordance  with law. 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 makes 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. However,  where the index percentage rate exceeds 5%, the Cap
Law permits the governing body of any  municipality or county to approve the use
of a higher  percentage  rate up to the  index  rate.  Further,  where the

                                       10
<PAGE>
index  percentage  rate is less than 5%, the Cap Law also permits the  governing
body of any  municipality  or county to approve  the use of a higher  percentage
rate up to 5%. 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 Cap Law was  re-enacted  in 1990  with  amendments  and made a
permanent part of the Municipal Finance System.

State law also  regulates the issuance of debt by local units.  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 the  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.  Authorized net capital debt is limited to 3.5% of
the  equalized  valuation  basis  in the  case of  municipalities  and 2% of the
equalized valuation basis in the case of counties. The debt limit of a county or
municipality, with certain exceptions, may be exceeded only with the approval of
the Local Finance Board.

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 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.

SCHOOL DISTRICTS

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.

SCHOOL BUDGETS

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 the local  board of  education
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

School  district  bonds and temporary  notes are issued in  conformity  with the
School Bond Law.  Schools are subject

                                       11
<PAGE>
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  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.

SCHOOL DISTRICT LEASE PURCHASE FINANCINGS

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.

LOCAL FINANCING AUTHORITIES

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.).

Financial control  responsibilities over local authorities and special districts
are  assigned to the Local  Finance  Board and the  Director of the  Division of
Local Government Services. 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.

The Fund believes the  information  summarized  above describes some of the more
significant  aspects  relating to the Fund. The sources of such  information are
the  official  statements  of  issuers  located  in New  Jersey as well as other
publicly available documents. While the Sponsors have not independently verified
this  information,  they have no reason to believe that such  information is not
correct in all material respects.

INVESTMENT RESTRICTIONS

The Fund has adopted the following  fundamental  investment  restrictions  which
apply to all  portfolios.  They 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 term "majority of the outstanding shares" of the
Fund  means 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 not:

1. Make portfolio  investments other than as described under "Description of the
Fund and Its  Investments  and  Risks".  Any other  form of  Federal  tax-exempt
investment  must meet the Fund's high quality  criteria,  as  determined  by the
Board of Directors, and be consistent with the Fund's objectives and policies.

2. Borrow money.  This restriction  shall not apply to borrowings from banks for
temporary or emergency (not leveraging)  purposes.  This includes 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.

3. 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.

4. Sell  securities  short or purchase  securities  on margin,  or engage in the
purchase and sale of put,  call,  straddle or spread  options or in writing such
options.  However,  securities  subject  to a  demand  obligation  and  stand-by
commitments may be purchased as set forth under "Description of the Fund and Its
Investments and Risks" herein.

                                       12
<PAGE>
5. Underwrite the securities of other issuers, except insofar as the Fund may be
deemed  an  underwriter  under  the  Securities  Act of 1933 in  disposing  of a
portfolio security.

6.  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 a  repurchase  agreement  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.

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

8. Make loans to others,  except through the purchase of portfolio  investments,
including repurchase agreements, as described under "Description of the Fund and
Its Investments and Risks" herein.

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

10.  Invest more than 25% of its assets in the  securities  of  "issuers" in any
single  industry.   The  Fund  may  invest  more  than  25%  of  its  assets  in
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. When the assets and
revenues of an agency, authority, instrumentality or other political subdivision
are separate  from those of the  government  creating  the issuing  entity and a
security  is backed only by the assets and  revenues  of the entity,  the entity
will be deemed to be the sole issuer of the security.  Similarly, in the case of
an  industrial  revenue  bond,  if that bond is backed  only by the  assets  and
revenues  of the  non-government  user,  then such  non-government  user will be
deemed  to be the sole  issuer.  If,  however,  in  either  case,  the  creating
government or some other entity, such as an insurance company or other corporate
obligor,  guarantees  a security  or a bank  issues a letter of  credit,  such a
guarantee or letter of credit will be considered a separate security and will be
treated as an issue of such government,  other entity or bank. Immediately after
the  acquisition of any securities  subject to a Demand Feature or Guarantee (as
such terms are defined in Rule 2a-7 of the 1940 Act), with respect to 75% of the
total assets of the Fund, not more than 10% of the Fund's assets may be invested
in  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 (as such term is defined in Rule 2a-7 of the 1940 Act).

11. Invest in securities of other  investment  companies.  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.

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

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

III.  MANAGEMENT OF THE FUND

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

The Directors and Officers of the Fund and their  principal  occupations  during
the past five years are set forth below. Unless otherwise specified, the address
of each of the following persons is 600 Fifth Avenue,  New York, New York 10020.
Mr.  Duff may be deemed an  "interested  person" of the Fund,  as defined in the
1940 Act,  on the basis of his  affiliation  with Reich & Tang Asset  Management
L.P.

STEVEN W. DUFF, 44 - President and Director of the Fund,  has been  President of
the Mutual Funds  Division of the Manager  since  September  1994.  Mr. Duff was
formerly  Director of Mutual Fund  Administration  at  NationsBank  which he was
associated  with from June 1981 to August 1994. Mr. Duff is also President and a
Director  /Trustee of 14 other funds in the Reich & Tang Fund Complex,  Director
of Pax World Money Market Fund,  Inc.,  Executive Vice

                                       13
<PAGE>
President of Reich & Tang Equity Fund,  Inc., and President and Chief  Executive
Officer of Tax Exempt Proceeds Fund, Inc.

DR. W. GILES  MELLON,  68 -  Director  of the Fund,  is  Professor  of  Business
Administration  and  Area  Chairman  of  Economics  in the  Graduate  School  of
Management, Rutgers University which he has been associated with since 1966. His
address is Rutgers  University  Graduate  School of  Management,  92 New Street,
Newark,  New Jersey  07102.  Dr. Mellon is also a  Director/Trustee  of 15 other
funds in the Reich & Tang Fund Complex.

ROBERT  STRANIERE,  57 - Director of the Fund, has been a member of the New York
State Assembly and a partner with the Straniere & Straniere Law Firm since 1981.
His address is 182 Rose Avenue,  Staten Island, New York 10306. Mr. Straniere is
also a  Director/Trustee  of 15 other funds in the Reich & Tang Fund Complex and
Director of Life Cycle Mutual Funds, Inc.

DR.  YUNG WONG,  60 - Director  of the Fund,  was  Director  of Shaw  Investment
Management  (UK) Limited from 1994 to October 1995 and formerly  General Partner
of Abacus Partners  Limited  Partnership (a general partner of a venture capital
investment  firm) from 1984 to 1994.  His address is 29 Alden  Road,  Greenwich,
Connecticut  06831.  Dr. Wong has been a Director of  Republic  Telecom  Systems
Corporation (a provider of telecommunications  equipment) since January 1989 and
of TelWatch, Inc. (a provider of network management software) since August 1989.
Dr. Wong is also a  Director/Trustee  of 15 other funds in the Reich & Tang Fund
Complex. Dr. Wong is also a Trustee of Eclipse Financial Asset Trust.

MOLLY FLEWHARTY, 47 - Vice President of the Fund, has been Vice President of the
Mutual Funds Division of the Manager since  September  1993.  Ms.  Flewharty was
formerly Vice President of Reich & Tang, Inc. which she was associated with from
December  1977 to September  1993.  Ms.  Flewharty is also Vice  President of 18
other funds in the Reich & Tang Fund Complex.

LESLEY M. JONES, 50 - Vice President of the Fund, has been Senior Vice President
of the Mutual Funds Division of the Manager since  September 1993. Ms. Jones was
formerly  Senior Vice  President of Reich & Tang,  Inc. which she was associated
with from April 1973 to September 1993. Ms. Jones is also a Vice President of 14
other funds in the Reich & Tang Fund Complex.

DANA E.  MESSINA,  41 - Vice  President  of the Fund,  has been  Executive  Vice
President of the Mutual Funds Division of the Manager since January 1995 and was
Vice  President  from  September  1993 to January 1995. Ms. Messina was formerly
Vice  President of Reich & Tang,  Inc. with which she was  associated  with from
December 1980 to September  1993. Ms. Messina is also Vice President of 15 other
funds in the Reich & Tang Fund Complex.

BERNADETTE N. FINN, 51 - Secretary of the Fund,  has been Vice  President of the
Mutual Funds Division of the Manager since September 1993. Ms. Finn was formerly
Vice  President  and  Assistant  Secretary of Reich & Tang,  Inc.  which she was
associated  with  from  September  1970  to  September  1993.  Ms.  Finn is also
Secretary  of 13  other  funds  in the  Reich & Tang  Fund  Complex,  and a Vice
President and Secretary of 5 funds in the Reich & Tang Fund Complex.


RICHARD DE SANCTIS,  41 - Treasurer of the Fund, has been Assistant Treasurer of
NEIC since  September  1993.  Mr. De Sanctis was formerly  Controller of Reich &
Tang, Inc., from January 1991 to September 1993 and Vice President and Treasurer
of Cortland  Financial Group, Inc. and Vice President of Cortland  Distributors,
Inc. from 1989 to December  1990.  Mr. De Sanctis is also  Treasurer of 17 other
funds in the Reich & Tang Fund Complex and is Vice  President  and  Treasurer of
Cortland Trust, Inc.

ROSANNE HOLTZER,  33 - Assistant  Treasurer of the Fund, has been Vice President
of the Mutual Funds division of the Manager since December 1997. Ms. Holtzer was
formerly  Manager  of  Fund  Accounting  for  the  Manager  with  which  she was
associated  with from June 1986. Ms.  Holtzer is also Assistant  Treasurer of 18
other funds in the Reich & Tang Fund Complex.

The Fund paid an aggregate  remuneration of $6,000 to its directors with respect
to the period ended October 31, 1998, all of which  consisted of directors' fees
paid  to  the  three  disinterested  directors,  pursuant  to the  terms  of the
Investment Management Contract (see "Manager" herein).

Directors of the Fund not affiliated  with the Manager  receive from the Fund an
annual retainer of $1,000 and a fee of $250 for each Board of Directors  meeting
attended  and  are  reimbursed  for  all  out-of-pocket   expenses  relating  to
attendance at such meetings.  Directors who are  affiliated  with the Manager do
not receive compensation from the Fund. (See "Compensation Table".)

                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                    COMPENSATION TABLE

                          AGGREGATE COMPENSATION   PENSION OR RETIREMENT     ESTIMATED ANNUAL         TOTAL COMPENSATION FROM
NAME OF PERSON,           FROM THE FUND            BENEFITS ACCRUED AS PART  BENEFITS UPON RETIREMENT FUND AND FUND COMPLEX PAID
POSITION                                           OF FUND EXPENSES                                   TO DIRECTORS*

<S>                       <C>                      <C>                       <C>                      <C>
Dr. W. Giles Mellon,      $2,000                   0                         0                        $57,500 (16 Funds)
Director

Robert Straniere,         $2,000                   0                         0                        $57,500 (16 Funds
Director

Dr. Yung Wong,            $2,000                   0                         0                        $57,500 (16 Funds)
Director
</TABLE>

* The total  compensation  paid to such persons by the Fund and Fund Complex for
the fiscal year ending  October 31, 1998.  The total number of Funds in the same
Fund  complex  from  which  the  directors  receive  compensation  is  listed in
parenthesis.  A fund is  considered  to be in the same  complex if,  among other
things, it shares a common investment advisor with the Fund.

IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On  December  31,  1998  there  were  162,809,783  Class A  Shares  of the  Fund
outstanding,  and 2,470,946 Class B Shares outstanding. As of December 31, 1998,
the amount of shares  owned by all  officers  and  directors  of the Fund,  as a
group,  was less than 1% of the outstanding  shares.  Set forth below is certain
information as to persons who owned 5% or more of the Fund's  outstanding shares
as of December 31, 1998:
<TABLE>
<CAPTION>
<S>                                                          <C>                                 <C>
NAME AND ADDRESS                                         % OF CLASS                       NATURE OF OWNERSHIP

CLASS A SHARES

Reich & Tang Services, Inc.                                 59.99%                            Record
  as Agent for Various
  Beneficial Owners
600 Fifth Avenue
New York, NY 10020

Investors Fiduciary Trust Company                           19.49%                            Record
210 West 10th Street
Kansas City, MO 64105

CLASS B SHARES

Lowell Millar                                               40.37%                          Beneficial
66 Fernwood Rd.
Summit, NJ 07901

James A. Coufos                                             26.13%                          Beneficial
1 Wentworth Drive
Summit, NJ 07901-3723

Donadio Irrevocable Trust                                   13.22%                          Beneficial
600 Fifth Avenue
New York, N.Y. 10020

Lowell Millar & Jennifer                                    11.41%                          Beneficial
66 Fernwood Rd.
Summit, NJ 07901
</TABLE>
V.  INVESTMENT ADVISORY AND OTHER SERVICES

The  Investment  Manager for the Fund is Reich & Tang Asset  Management  L.P., a
Delaware  limited  partnership with principal  offices at 600 Fifth Avenue,  New
York,  New York 10020.  The Manager  was, as of December  31,  1998,

                                       15
<PAGE>
investment manager, adviser, or supervisor with respect to assets aggregating in
excess of $12.0 billion. In addition to the Fund, the Manager acts as investment
manager and administrator of fifteen other investment companies and also advises
pension trusts, profit-sharing trusts and endowments.

Effective January 1, 1998, NEIC Operating  Partnership,  L.P. ("NEICOP") was 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").  Subsequently,   effective  March  31,  1998,  Nvest
Companies,  L.P. ("Nvest Companies") due to a change in name of NEICOP, replaced
NEICOP as the limited partner and owner of a 99.5% interest in the Manager.

Reich & Tang Asset  Management,  Inc. (an indirect  wholly-owned  subsidiary  of
Nvest  Companies) is the sole general  partner and owner of the  remaining  0.5%
interest  of  the  Manager.  Nvest  Corporation,   a  Massachusetts  Corporation
(formerly  known as New  England  Investment  Companies,  Inc.),  serves  as the
managing general partner of Nvest Companies.

Reich & Tang Asset  Management,  Inc. is an indirect  subsidiary of Metropolitan
Life  Insurance  Company  ("MetLife").  MetLife  directly  and  indirectly  owns
approximately  47% of the outstanding  partnership  interests of Nvest Companies
and may be deemed a  "controlling  person" of the  Manager.  Reich & Tang,  Inc.
owns, directly and indirectly,  approximately 13% of the outstanding partnership
interests of Nvest Companies.

MetLife  is a mutual  life  insurance  company  and is the second  largest  life
insurance  company  in the  United  States  in terms of  total  assets.  MetLife
provides a wide range of  insurance  and  investment  products  and  services to
individuals  and groups and is the leader  among  United  States life  insurance
companies in terms of total life insurance in force.  MetLife and its affiliates
provide insurance or other financial services to approximately 36 million people
worldwide.

Nvest Companies 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 Partnerships;  Greystone Partners; L.P. Harris Associates; L.P. Jurika &
Voyles,  L.P.,  Loomis,  Sayles & Company,  L.P., New England Funds, L.P., Nvest
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  advisors  or  managers  to 80 other  registered
investment companies.

The recent  name change did not result in a change of control of the Manager and
has no  impact  upon  the  Manager's  performance  of its  responsibilities  and
obligations.

On July 17, 1998, 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 the annual continuance of the Investment  Management Contract
and extended the term to July 31, 1999. It is continued in force  thereafter for
successive  twelve-month  periods  beginning  each August 1,  provided that such
majority vote of the Fund's  outstanding  voting  securities or 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.

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments, subject to the general control of the Board of Directors of
the Fund.

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

The Investment  Management Contract is terminable without penalty by the Fund on
sixty days'  written  notice  when  authorized  either by  majority  vote of its
outstanding  voting shares or by a vote of a majority of its Board of Directors,
or by the Manager on sixty days written notice, and will automatically terminate
in the event of its assignment. The Investment Management Contract provides that
in the absence of willful misfeasance, bad faith or gross negligence on the part
of the Manager,  or of reckless  disregard of its  obligations  thereunder,  the
Manager shall not be liable for any action or failure to act in accordance  with
its duties thereunder.

Under the Investment  Management Contract,  the Manager receives from the Fund a
fee (the  "Management  Fee") equal to .30% per annum of the Fund's average daily
net assets.  The fees are accrued  daily and paid monthly.  The Manager,  at its
discretion, may voluntarily waive all or a portion of the Management Fee.

                                       16
<PAGE>
Pursuant to the Administrative Services Contract with the Fund, the Manager also
performs clerical, accounting supervision,  office service and related functions
for the  Fund  and  provides  the  Fund  with  personnel  to (i)  supervise  the
performance of accounting related services by Investors Fiduciary Trust Company,
the Fund's  bookkeeping  or  recordkeeping  agent,  (ii) prepare  reports to and
filings with  regulatory  authorities,  and (iii) perform such other services as
the Fund may from time to time request of the Manager.  The personnel  rendering
such  services may be employees of the Manager,  of its  affiliates  or of other
organizations.  For its services under the Administrative Services Contract, the
Manager receives from the Fund a fee (the  "Administrative  Services Fee") equal
to .21% per annum of the Fund's average daily net assets.  For the Funds' fiscal
years ended October 31, 1998, October 31, 1997 and October 31, 1996, the Manager
received a fee of $506,649 $400,463 and $331,405.

For the Fund's fiscal years ended October 31, 1998, October 31, 1997 and October
31, 1996, the fee paid to the Manager under the Investment  Management  Contract
was $723,784, $572,090, and $475,005,  respectively,  of which $0, $0 and $0 was
voluntarily  waived.  The Fund's net assets at the close of  business on October
31, 1998 totaled  $168,512,272.  The Manager may waive its rights to any portion
of the Management Fee and may use any portion of the Management Fee for purposes
of  shareholder  and  administrative  services  and  distribution  of the Fund's
shares.

The  Manager  at its  discretion  may waive its  rights  to any  portion  of the
Management Fee or the Administrative Services Fee and may use any portion of the
management  fee for  purposes of  shareholder  and  administrative  services and
distribution of the Fund's shares. There can be no assurance that such fees will
be waived in the future (see "Distribution and Service Plan" herein).

Investment management fees and operating expenses which are attributable to both
Classes  of the  Fund  will be  allocated  daily  to  each  Class  based  on the
percentage of outstanding shares at the end of the day.  Additional  shareholder
services  provided  by  Participating  Organizations  to  Class  A  shareholders
pursuant  to  the  Plan  shall  be  compensated  by  the  Distributor  from  its
shareholder  servicing  fee,  the Manager from its  Management  Fee and the Fund
itself.  Expenses  incurred  in the  distribution  of  Class  B  shares  and the
servicing of Class B shares shall be paid by the Manager.

EXPENSE LIMITATION

The Manager has agreed,  pursuant to the Investment  Management  Contract,  (See
"Distribution and Service Plan" herein),  to reimburse the Fund for its expenses
(exclusive of interest,  taxes,  brokerage and extraordinary  expenses) which in
any year exceed the limits on  investment  company  expenses  prescribed  by any
state in which the Fund's shares are qualified for sale. For the purpose of this
obligation to reimburse  expenses,  the Fund's annual expenses are estimated and
accrued  daily,  and any  appropriate  estimated  payments  are  made to it on a
monthly basis.  Subject to the  obligations of the Manager to reimburse the Fund
for its excess expenses as described  above,  the Fund has, under the Investment
Management  Contract,  confirmed  its  obligation  for  payment of all its other
expenses.  This  includes all  operating  expenses,  taxes,  brokerage  fees and
commissions,  commitment fees, certain insurance premiums,  interest charges and
expenses of the custodian,  transfer agent and dividend disbursing agent's fees,
telecommunications  expenses,  auditing and legal  expenses,  bookkeeping  agent
fees,  costs of forming the  corporation and  maintaining  corporate  existence,
compensation of directors, officers and employees of the Fund and costs of other
personnel  performing  services for the Fund who are not officers of the Manager
or its  affiliates,  costs  of  investor  services,  shareholders'  reports  and
corporate  meetings,  SEC registration fees and expenses,  state securities laws
registration  fees and  expenses,  expenses of preparing and printing the Fund's
prospectus  for delivery to existing  shareholders  and of printing  application
forms for shareholder accounts,  and the fees and reimbursements  payable to the
Manager under the Investment  Management  Contract and the Distributor under the
Shareholder Servicing Agreement.

The Fund may  from  time to time  hire its own  employees  or  contract  to have
management   services  performed  by  third  parties  (including   Participating
Organizations) as discussed herein.  The management of the Fund intends to do so
whenever it appears  advantageous to the Fund. The Fund's expenses for employees
and for such services are among the expenses  subject to the expense  limitation
described above.

DISTRIBUTION AND SERVICE PLAN

The  Fund's  distributor  is  Reich  &  Tang  Distributors,   Inc.,  a  Delaware
corporation  with  principal  officers at 600 Fifth Avenue,  New York,  New York
10020.  Pursuant  to Rule 12b-1  under the 1940 Act,  the SEC  requires  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 the Rule. The
Fund's  Board of  Directors  has adopted a  distribution  and service  plan (the
"Plan")  and,  pursuant to the Plan,  the Fund has entered  into a  Distribution
Agreement and a Shareholder  Servicing Agreement (with respect to Class A shares
only) with Reich & Tang Distributors, Inc., (the "Distributor"),  as distributor
of the Fund's shares.

                                       17
<PAGE>
Effective  January  26,  1995,  a  majority  of the Fund's  Board of  Directors,
including  independent  directors,  approved  the  creation of a second class of
shares of the Fund's  outstanding  common stock.  In furtherance of this action,
the Board of  Directors  reclassified  the common stock of the Fund into Class A
and Class B shares.  The Class A shares will be offered to investors  who desire
certain additional  shareholder  services from Participating  Organizations that
are compensated by the Fund's Manager and Distributor for such services. For its
services under the Shareholder  Servicing Agreement (with respect to the Class A
shares  only),  the  Distributor  receives from the Fund a fee equal to .20% per
annum of the Fund's  average  daily net assets of the Class A shares of the Fund
(the "Shareholder Servicing Fee"). The fee is accrued daily and paid monthly and
any portion of the fee may be deemed to be used by the  Distributor for purposes
of distribution  of the Fund's Class A shares and for payments to  Participating
Organizations with respect to servicing their clients or customers who are Class
A  shareholders  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.

The following  information  applies only to the Class A shares of the Fund.  For
the Fund's  fiscal  year  ended  October  31,  1998,  the amount  payable to the
Distributor  under the  Distribution  Plan and Shareholder  Servicing  Agreement
adopted thereunder  pursuant to Rule 12b-1 under the 1940 Act, totaled $478,895,
none of which was voluntarily  waived.  During the same period, the Manager made
total payments under the plan to or on behalf of Participating  Organizations of
$1,000,600.  For the Fund's  fiscal  year ended  October  31,  1997,  the amount
payable to the Distributor under the Distribution Plan and Shareholder Servicing
Agreement adopted  thereunder  pursuant to Rule 12b-1 under the 1940 Act totaled
$380,685,  none of which was  voluntarily  waived.  During the same period,  the
Manager  made  total  payments  under the plan to or on behalf of  Participating
Organizations  of $789,346.  For the Fund's  fiscal year ended October 31, 1996,
the  amount  payable  to  the  Distributor   under  the  Distribution  Plan  and
Shareholder  Servicing Agreement adopted thereunder pursuant to Rule 12b-1 under
the 1940 Act totaled $303,547,  of which $94,933 was voluntarily waived.  During
the same period,  the Manager made total payments under the Plan to or on behalf
of Participating Organizations of $598,171. The excess of such payments over the
total payments the Distributor  received from the Fund under the Plan represents
distribution and servicing expenses funded by the Manager from its own resources
including the  management  fee. For the fiscal year ended October 31, 1998,  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).

Under the Distribution  Agreement,  the Distributor,  for nominal  consideration
(i.e., $1.00) 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   Participating   Organizations   and  Distributor  in  carrying  out  their
obligations under the Shareholder  Servicing Agreement with respect to the 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.

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  Fund's  shares,  and (iii) to pay the costs of  printing  and
distributing the Fund's prospectus to prospective  investors,  and to defray the
cost  of the  preparation  and  printing  of  brochures  and  other  promotional
materials,   mailings  to  prospective  shareholders,   advertising,  and  other
promotional  activities,  including  the salaries  and/or  commissions  of sales
personnel  in  connection  with  the  distribution  of the  Fund's  shares.  The
Distributor  may also make  payments  from time to time from its own  resources,
which may include the  Shareholder  Servicing Fee with respect to Class A shares
and past  profits  for the  purpose  enumerated  in (i) above.  The  Distributor
determines 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  or the  Distributor  for any  fiscal  year  under  the  Investment
Management  Contract or the Shareholder  Servicing  Agreement in effect for that
year.

In  accordance  with the Rule,  the Plan  provides  that all written  agreements
relating to the Plan entered into between either the Fund or the Distributor and
Participating   Organizations  or  other   organizations   must  be  in  a  form
satisfactory  to the Fund's Board of Directors.  In addition,  the Plan requires
the Fund and the  Distributor to prepare,  at

                                       18
<PAGE>
least  quarterly,  written  reports  setting  forth  all  amounts  expended  for
distribution  purposes by the Fund and the Distributor  pursuant to the Plan and
identifying the distribution activities for which those expenditures were made.

The Plan provided that it would remain in effect until July 31, 1998. Thereafter
it may continue in effect for  successive  annual periods  commencing  August 1,
provided  it is  approved  by  the  Class  A  shareholders  or by the  Board  of
Directors.  This includes a majority of directors who are not interested persons
of the Fund and who have no direct or indirect  interest in the operation of the
Plan or in the agreements related to the Plan. The Plan further provides that it
may not be amended to  increase  materially  the costs which may be spent by the
Fund for distribution pursuant to the Plan without Class A shareholder approval,
and the other  material  amendments  must be  approved by the  directors  in the
manner  described in the preceding  sentence.  The Plan may be terminated at any
time by a vote of a majority of the  disinterested  directors of the Fund or the
Fund's Class A shareholders.

CUSTODIAN AND TRANSFER AGENT

Investors  Fiduciary  Trust Company,  801  Pennsylvania,  Kansas City,  Missouri
64105, is custodian for the Fund's cash and  securities.  Reich & Tang Services,
Inc., an affiliate of the Fund's Manager, located at 600 Fifth Avenue, New York,
NY 10020,  is transfer  agent and dividend agent for the shares of the Fund. The
custodian  and transfer  agents do not assist in, and are not  responsible  for,
investment decisions involving assets of the Fund.

COUNSEL AND AUDITORS

Legal matters in connection with the issuance of shares of stock of the Fund are
passed upon by Battle Fowler LLP, 75 East 55th Street, New York, New York 10022.
Matters in connection  with New Jersey law are passed upon by Sills Cummis Radin
Tischman Epstein & Gross, P.A., The Legal Center, One Riverfront Plaza,  Newark,
New Jersey 07102.

McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017, independent
certified public accountants, have been selected as auditors for the Fund.

VI.  BROKERAGE ALLOCATION AND OTHER PRACTICES

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

Allocation of  transactions,  including their  frequency,  to various dealers is
determined  by the Manager in its best  judgment  and in a manner  deemed in the
best  interest  of  shareholders  of the Fund rather  than by any  formula.  The
primary  consideration  is prompt  execution of orders in an effective manner at
the most favorable price. No preference in purchasing  portfolio securities will
be given to banks or dealers that are Participating Organizations.

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

No portfolio transactions are executed with the Manager or its affiliates acting
as  principal.  In  addition,  the  Fund  will  not  buy  bankers'  acceptances,
certificates of deposit or commercial paper from the Manager or its affiliates.

VII.  CAPITAL STOCK AND OTHER SECURITIES

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 shares into  separate  series of

                                       19
<PAGE>
stock,  one for each of the  portfolios  that may be created.  Each share of any
series of shares when issued has equal  dividend,  distribution  and liquidation
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.  Shares of all series have identical voting rights,
except  where,  by law,  certain  matters  must be approved by a majority of the
shares of the unaffected  series.  Shares will be voted in the aggregate.  There
are no  conversion or  preemptive  rights in  connection  with any shares of the
Fund. All shares, when issued in accordance with the terms of the offering, will
be fully paid and  nonassessable.  Shares are redeemable at net asset value,  at
the option of the shareholder. The Fund is subdivided into two classes of common
stock,  Class A and Class B. Each  share,  regardless  of class,  represents  an
interest  in the  same  portfolio  of  investments  and  has  identical  voting,
dividend,  liquidation  and other  rights,  preferences,  powers,  restrictions,
limitations, qualifications,  designations and terms and conditions, except: (i)
the Class A and Class B shares have different class designations,  (ii) only the
Class  A  shares  are  assessed  a  service  fee  pursuant  to  the  Rule  12b-1
Distribution and Service Plan of the Fund of .20% of the Class A shares' average
daily net assets,  (iii) only the holders of the Class A shares are  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  permits
stockholders  to exchange  their  shares only for shares of the same class of an
investment  company that participates on an exchange  privilege program with the
Fund. Payments that are made under the Plan will be calculated and charged daily
to the  appropriate  class prior to determining  daily net asset value per share
and dividends/distributions.

Under its amended  Articles of  Incorporation,  the Fund has the right to redeem
for cash  shares of stock  owned by any  shareholder  to the  extent and at such
times as the Fund's Board of Directors determines to be necessary or appropriate
to prevent an undue  concentration of stock ownership which would cause the Fund
to become a "personal holding company" for Federal income tax purposes.  In this
regard, the Fund may also exercise its right to reject purchase orders.

The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
directors  can elect 100% of the  directors  if the holders  choose to do so. In
that event,  the holders of the  remaining  shares will not be able to elect any
person or persons to the Board of Directors. Unless specifically requested by an
investor, the Fund will not issue certificates evidencing Fund shares.

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
or special  meetings  only (i) for the election (or  re-election)  of directors,
(ii) for approval of the revised investment advisory contracts with respect to a
particular  class  or  series  of  stock,  (iii)  for  approval  of  the  Fund's
distribution  agreement  with respect to a particular  class or series of stock,
and (iv) upon the written request of shareholders entitled to cast not less than
25% of all the  votes  entitled  to be cast at such  meeting.  Annual  and other
meetings may be required with respect to such additional matters relating to the
Fund  as may be  required  by the  1940  Act,  including  the  removal  of  Fund
director(s) and communication among  shareholders,  any registration of the Fund
with  the SEC or any  state,  or as the  Directors  may  consider  necessary  or
desirable.  Each Director  serves until his successor is elected or qualified or
until such Director sooner dies,  resigns,  retires or is removed by the vote of
the shareholders.

VIII.  PURCHASE, REDEMPTION AND PRICING OF SHARES

PRICING OF FUND SHARES

The net asset value of each Class of the Fund's  shares is  determined  as of 12
noon,  New York City time,  on each Fund  Business  Day. Fund Business Day means
weekdays  (Monday  through  Friday)  except  days on which  the New  York  Stock
Exchange  is closed for  trading.  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 and  surplus) by the total number of
shares  outstanding  for such Class.  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.

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.  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.

Shares are issued as of the first  determination  of the Fund's net asset  value
per share for each Class made after acceptance of the investor's purchase order.
In order to maximize earnings on its portfolio, the Fund normally has its


                                       20
<PAGE>
assets as fully invested as is  practicable.  Many  securities in which the Fund
invests  require the  immediate  settlement in funds of Federal  Reserve  member
banks on deposit at a Federal Reserve Bank (commonly known as "Federal  Funds").
Fund  shares  begin  accruing  income  on the day the  shares  are  issued to an
investor.  The Fund  reserves  the right to reject  any  purchase  order for its
shares. Certificates for Fund shares will not be issued to an investor.

NET ASSET VALUE

The Fund does not  determine  net asset value per share of each Class on any day
in which the New York Stock Exchange is closed for trading.  Those days include:
New Year's Day,  Martin  Luther  King Jr. Day,  President's  Day,  Good  Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The net asset value of the Fund's shares is  determined as of 12 noon,  New York
City time, on each Fund Business Day. 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 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.  If  fluctuating  interest
rates cause the market value of the Fund's portfolio to deviate more than 1/2 of
1% from the  value  determined  on the  basis of  amortized  cost,  the Board of
Directors will consider whether any action should be initiated,  as described in
the following  paragraph.  Although the amortized cost method provides certainty
in valuation,  it may result in periods  during which the value of an instrument
is higher or lower than the price an  investment  company  would  receive if the
instrument were sold.

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

PURCHASE OF FUND SHARES

The Fund does not accept a purchase  order until an investor's  payment has been
converted  into  Federal  Funds and is  received by the Fund's  transfer  agent.
Orders  accompanied  by Federal Funds and received  after 12 noon, New York City
time,  on a Fund  Business  Day will  result  in the  issuance  of shares on the
following Fund Business Day.

Investors purchasing shares through a Participating Organization with which they
have an account become Class A shareholders.  All other investors, and investors
who have accounts with Participating  Organizations but do not wish to invest in
the Fund through them,  may invest in the Fund directly as Class B  shareholders
of the Fund.  Class B  shareholders  do 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, because they may not be legally permitted to receive such as
fiduciaries, do not receive compensation from the Distributor or the Manager.

The minimum  initial  investment  in the Fund for both  classes of shares is (i)
$1,000 for purchases through Participating Organizations - this may be satisfied
by initial  investments  aggregating  $1,000 by a Participating  Organization on
behalf of their customers whose initial  investments are less than $1,000,  (ii)
$1,000  for  securities  brokers,  financial  institutions  and  other  industry
professionals that are not Participating Organizations, and (iii) $5,000 for all
other investors.  Initial investments may be made in any amount in excess of the
applicable  minimums.  The minimum  amount for  subsequent  investments  is $100
unless the investor is a client of a  Participating  Organization  whose clients
have made aggregate subsequent investments of $100.

Each shareholder,  except certain Participant  Investors,  will receive from the
Fund a  personalized  monthly  statement  listing  (i) the total  number of Fund
shares owned as of the statement  closing date, (ii) purchase and redemptions of
Fund shares,  and (iii) the dividends paid on Fund shares  (including  dividends
paid in cash or reinvested in additional Fund shares).

                                       21
<PAGE>
INVESTMENTS THROUGH PARTICIPATING
ORGANIZATIONS - PURCHASE OF CLASS A SHARES

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  Distributor  with respect to investment of their
customer  accounts in the Fund.  When  instructed by its customer to purchase or
redeem Fund shares, the Participating  Organization,  on behalf of the customer,
transmits to the Fund's  transfer agent a purchase or redemption  order,  and in
the case of a purchase order, payment for the shares being purchased.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund each  purchase  and  redemption  of Fund  shares for the  customers'
accounts.  Also,  Participating  Organizations may send their customers periodic
account  statements  showing  the  total  number  of Fund  shares  owned by each
customer as of the statement  closing date,  purchases and  redemptions  of Fund
shares by each  customer  during the period  covered  by the  statement  and the
income  earned by Fund  shares of each  customer  during  the  statement  period
(including  dividends  paid in cash or reinvested  in  additional  Fund shares).
Participant  Investors whose Participating  Organizations have not undertaken to
provide such statements will receive them from the Fund directly.

Participating Organizations may charge Participant Investors a fee in connection
with their use of specialized purchase and redemption  procedures.  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 Fund shares may be purchased
and redeemed through the Participating Organization.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day only if 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 result in share  issuance  the  following  Fund  Business  Day.
Participating Organizations are responsible for instituting procedures to insure
that purchase orders by their respective clients are processed expeditiously.

INITIAL DIRECT PURCHASES OF CLASS B SHARES

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

Within New York                     212-830-5220
Outside New York (TOLL FREE)        800-221-3079

MAIL

Investors  may send a check made payable to "New Jersey Daily  Municipal  Income
Fund, Inc." along with a completed subscription order form to:

New Jersey Daily Municipal Income Fund, Inc.
Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020

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

BANK WIRE

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

                                       22
<PAGE>
Investors Fiduciary Trust Company
ABA # 101003621
Reich & Tang Funds
DDA # 890752-954-6
For New Jersey Daily Municipal
     Income Fund, Inc.
Account of (Investor's Name)                         
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 the
same day.  There may be a charge by the  investor's  bank for  transmitting  the
money by bank wire, and there also may be a charge for use of Federal Funds. The
Fund does not charge  investors  in the Fund for its receipt of wire  transfers.
Payment in the form of a "bank wire"  received  prior to 12 noon,  New York City
time, on a Fund Business Day will be treated as a Federal Funds payment received
on that day.

PERSONAL DELIVERY

Deliver a check made payable to "New Jersey Daily Municipal  Income Fund,  Inc."
along with a completed subscription order form to:

Reich & Tang Mutual Funds
600 Fifth Avenue  -  8th Floor
New York, New York 10020

ELECTRONIC  FUNDS  TRANSFERS  (EFT),  PRE-AUTHORIZED  CREDIT AND DIRECT  DEPOSIT
PRIVILEGE

You may purchase shares of the Fund (minimum of $100) by having salary, dividend
payments,  interest  payments or any other payments  designated by you,  Federal
salary, social security,  or certain veteran's,  military or other payments from
the Federal government,  automatically deposited into your Fund account. You can
also have money  debited  from your  checking  account.  To enroll in any one of
these  programs,  you  must  file  with the Fund a  completed  EFT  Application,
Pre-authorized  Credit  Application,  or a Direct Deposit  Sign-Up Form for each
type of payment  that you desire to include in the  Privilege.  The  appropriate
form may be obtained from your broker or the Fund.  You may elect at any time to
terminate your participation by notifying in writing the appropriate  depositing
entity and/or  Federal  agency.  Death or legal  incapacity  will  automatically
terminate your participation in the Privilege.  Further,  the Fund may terminate
your participation upon 30 days' notice to you.

SUBSEQUENT PURCHASES OF SHARES

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

New Jersey Daily Municipal Income Fund, Inc.
Mutual Funds Group
P.O. Box 13232
Newark, New Jersey 07101-3232

There is a $100 minimum for subsequent  purchases of shares. All payments should
clearly indicate the shareholder's account number.

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

REDEMPTION OF SHARES

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with,  the next  determination  of net asset value per share of each
Class upon 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.  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,  which  could  take up to 15 days  after
investment.  Shares  redeemed  are not  entitled  to  participate  in  dividends
declared on the day a redemption becomes effective.

A  shareholder's  original  subscription  order form permits the  shareholder to
redeem by written request and to elect

                                       23
<PAGE>
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.  It should be signed and guaranteed by
an eligible  guarantor  institution  which  includes a domestic bank, a domestic
savings and loan  institution,  a domestic  credit  union,  a member bank of the
Federal  Reserve  system or a member  firm of a  national  securities  exchange,
pursuant to the Fund's transfer agent's standards and procedures.

WRITTEN REQUESTS

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

New Jersey Daily Municipal Income Fund, Inc.
c/o Reich & Tang Funds
600 Fifth Avenue-8th Floor
New York, New York 10020

All previously issued certificates  submitted for redemption must be endorsed by
the  shareholder  and all written  requests for redemption must be signed by the
shareholder, in each case with signature guaranteed.

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

CHECKS

By  making  the  appropriate   election  on  their   subscription   order  form,
shareholders  may  request  a  supply  of  checks  which  may be used to  effect
redemptions  from the  Class of  shares of the Fund in which  they  invest.  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 $250 or more.  When a check is  presented  to the Fund's  agent
bank, 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 can 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.  Checks in amounts  exceeding the value of the shareholder's
account at the time the check is  presented  for  payment  will not be  honored.
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/or a post-dated  check.  The
Fund reserves the right to terminate or modify the check redemption procedure at
any time or to impose  additional  fees  following  notification  to the  Fund's
shareholders.

Corporations  and other  entities  electing the checking  option are required to
furnish a certified  resolution or other evidence of authorization in accordance
with the Fund's normal practices. Individuals and joint tenants are not required
to furnish any supporting documentation. 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.

TELEPHONE

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option on their  subscription  order  form.  The  proceeds  of a telephone
redemption may be sent to the  shareholders  at their addresses or, if in excess
of $1,000, to their bank accounts,  both as set forth in the subscription  order
form or in a subsequent  written  authorization.  The Fund may accept  telephone
redemption instructions from any person with respect to accounts of shareholders
who  elect  this  service  and thus  such  shareholders  risk  possible  loss of
principal and interest in the event of a telephone  redemption not authorized by
them.  The Fund will employ  reasonable  procedures  to confirm  that  telephone
redemption instructions are genuine, and will require that shareholders electing
such option  provide a


                                       24
<PAGE>
form of personal  identification.  Failure by the Fund to employ such reasonable
procedures may cause the Fund to be liable for the losses  incurred by investors
due to unauthorized or fraudulent telephone redemptions.

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

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 shareholders' 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.  Additional  exceptions
include 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.

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 or the Fund may
impose  a  monthly  service  charge  of $10 on such  accounts.  For  Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to the appropriate Participating  Organization.  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 his total net asset value to
the minimum amount.

PURCHASE OF CHASE VISTA SELECT FUND 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.

                                       25
<PAGE>
INVESTMENTS THROUGH PARTICIPATING ORGANIZATIONS -
PURCHASE OF CHASE VISTA SELECT CLASS A SHARES

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  Distributor  with respect to investment of their
customer  accounts in the Fund.  When  instructed by its customer to purchase or
redeem Fund shares, the Participating  Organization,  on behalf of the customer,
transmits to the Fund's  transfer agent a purchase or redemption  order,  and in
the case of a purchase order, payment for the shares being purchased.

Participating  Organizations may confirm to their customers who are shareholders
in the Fund each  purchase  and  redemption  of Fund  shares for the  customers'
accounts.  Also,  Participating  Organizations may send their customers periodic
account  statements  showing  the  total  number  of Fund  shares  owned by each
customer as of the statement  closing date,  purchases and  redemptions  of Fund
shares by each  customer  during the period  covered  by the  statement  and the
income  earned by Fund  shares of each  customer  during  the  statement  period
(including  dividends  paid in cash or reinvested  in  additional  Fund shares).
Participant  Investors whose Participating  Organizations have not undertaken to
provide such statements will receive them from the Fund directly.

Participating Organizations may charge Participant Investors a fee in connection
with their use of specialized purchase and redemption  procedures.  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 Fund shares may be purchased
and redeemed through the Participating Organization.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day only if 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 result in share  issuance  the  following  Fund  Business  Day.
Participating Organizations are responsible for instituting procedures to insure
that purchase orders by their respective clients are processed expeditiously.

INITIAL PURCHASE OF CHASE VISTA SELECT CLASS A 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 "Chase 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

                                       26
<PAGE>
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 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 CHASE VISTA SELECT SHARES

Subsequent purchases can be made either by bank wire or by mailing a check to:

Chase Vista Funds Service Center
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 CHASE VISTA SELECT SHARES

A redemption is effected  immediately  following,  and at a price  determined in
accordance  with,  the next  determination  of net asset value per share of each
Class upon 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.  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,  which  could  take up to 15 days  after
investment.  Shares  redeemed  are not  entitled  to  participate  in  dividends
declared on the day a redemption becomes effective.

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.  It should be signed and guaranteed by
an eligible  guarantor  institution  which  includes a domestic bank, a domestic
savings and loan  institution,  a domestic  credit  union,  a member bank of the
Federal  Reserve  system or a member  firm of a  national  securities  exchange,
pursuant to the Fund's transfer agent's standards and procedures.

WRITTEN REQUESTS

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

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

All previously issued certificates  submitted for redemption must be endorsed by
the  shareholder  and all written  requests for redemption must be signed by the
shareholder, in each case with signature guaranteed.

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

CHECKS

By  making  the  appropriate   election  on  their   subscription   order  form,
shareholders  may  request  a  supply  of  checks  which  may be used to  effect
redemptions  from the  Class of  shares of the Fund in which  they  invest.  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, it instructs the Fund's  transfer  agent to redeem a sufficient  number of
full and fractional shares in


                                       27
<PAGE>
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 can 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.  Checks in amounts  exceeding the value of the shareholder's
account at the time the check is  presented  for  payment  will not be  honored.
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/or a post-dated  check.  The
Fund reserves the right to terminate or modify the check redemption procedure at
any time or to impose  additional  fees  following  notification  to the  Fund's
shareholders.

Corporations  and other  entities  electing the checking  option are required to
furnish a certified  resolution or other evidence of authorization in accordance
with the Fund's normal practices. Individuals and joint tenants are not required
to furnish any supporting documentation. 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.

TELEPHONE

The Fund accepts  telephone  requests for redemption from shareholders who elect
this  option on their  subscription  order  form.  The  proceeds  of a telephone
redemption may be sent to the  shareholders  at their addresses 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.
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.  Failure by the Fund to employ such  reasonable  procedures  may
cause  the  Fund to be  liable  for the  losses  incurred  by  investors  due to
unauthorized or fraudulent telephone redemptions.

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.
Proceeds  are sent the next  Fund  Business  Day if the  redemption  request  is
received  after 12 noon,  New York City  time.  The Fund  reserves  the right to
terminate or modify the telephone  redemption service in whole or in part at any
time and will notify shareholders accordingly.

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 shareholders' 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.  Additional  exceptions
include 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.

                                       28
<PAGE>
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 or the Fund may
impose  a  monthly  service  charge  of $10 on such  accounts.  For  Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to the appropriate Participating  Organization.  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 his total net asset value to
the minimum amount.

IX.  TAXATION OF THE FUND

FEDERAL INCOME TAXES

The Fund has  elected  to  qualify  under  the Code as a  "regulated  investment
company"  that  distributes  "exempt-interest  dividends".  The Fund  intends to
continue  to qualify for  regulated  investment  company  status so long as such
qualification is in the best interests of its shareholders.  Such  qualification
relieves  the Fund of  liability  for  Federal  income  taxes to the  extent its
earnings are  distributed in accordance  with the  applicable  provisions of 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.
Exempt-interest  dividends,  as defined in the Code,  are  dividends or any part
thereof  (other  than  capital  gain  dividends)  paid  by  the  Fund  that  are
attributable  to interest on  obligations,  the interest on which is exempt from
regular  Federal  income  tax,  and  designated  by the Fund as  exempt-interest
dividends in a written notice mailed to the Fund's  shareholders  not later than
60 days  after  the  close of its  taxable  year.  The  percentage  of the total
dividends   paid  by  the  Fund  during  any  taxable  year  that  qualifies  as
exempt-interest  dividends  will  be the  same  for all  shareholders  receiving
dividends during the year.

Exempt-interest  dividends are to be treated by the Fund's shareholders as items
of interest excludable from their gross income under Section 103(a) of the Code.
However,  a  shareholder  is advised to consult his tax advisors with respect to
whether exempt-interest  dividends retain the exclusion under Section 103 of the
Code if such  shareholder  will be treated as a  "substantial  user" or "related
person"  under  Section  147(a) of the Code with  respect  to some or all of the
"private activity" bonds, if any, held by the Fund. If a shareholder receives an
exempt-interest  dividend with respect to any share and such share has been held
for six months or less, then any loss on the sale or exchange of such share will
be disallowed to the extent of the amount of such exempt-interest  dividend. The
Code provides that interest on indebtedness incurred, or continued,  to purchase
or carry  certain  tax-exempt  securities,  such as shares  of the Fund,  is not
deductible.  Therefore,  among  other  consequences,  a  certain  proportion  of
interest on indebtedness incurred, or continued, to purchase or carry securities
on margin may not be  deductible  during the period an investor  holds shares of
the  Fund.  For  Social  Security  recipients,  interest  on  tax-exempt  bonds,
including exempt-interest dividends paid by the Fund, is added to adjusted gross
income  for  purposes  of  computing  the  amount  of social  security  benefits
includible  in  gross  income.  The  amount  of  tax-exempt  interest  received,
including   exempt-interest   dividends   will  have  to  be  disclosed  on  the
shareholders'  Federal income tax returns.  Taxpayers are required to include as
an item of tax  preference for purposes of the Federal  alternative  minimum tax
all tax-exempt interest on "private activity" bonds (generally,  a bond issue in
which  more than 10% of the  proceeds  are used in a  non-governmental  trade or
business, other than Section 501(c)(3) bonds) issued after August 7, 1986. Thus,
this provision will apply to the portion of the  exempt-interest  dividends from
the Fund's assets that are  attributable  to such  post-August  7, 1986 less any
deductions  (not  allowable in a computing  Federal Income Tax) which would have
been allowable if such interest were includable in gross income private activity
bonds, if any of such bonds are acquired by the Fund.  Corporations are required
to increase their alternative minimum taxable income for purposes of calculating
their  alternative  minimum  tax  liability  by 75% of the  amount  by which the
adjusted  current  earnings  (which will  include  tax-exempt  interest)  of the
corporation  exceeds the 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 are  subject to a
minimum tax on excess  "passive  investment  income" which  includes  tax-exempt
interest.

Although not intended,  it is possible  that the Fund may realize  short-term or
long-term capital gains or losses from its portfolio transactions.  The Fund may
also  realize  short-term  or  long-term  capital  gains  upon the  maturity  or
disposition   of  securities   acquired  at  discounts   resulting  from  market
fluctuations.  Short-term  capital gains are taxable to shareholders as ordinary
income  when they are  distributed.  Any net  capital  gains (the  excess of net
realized long-term capital gain over net realized  short-term capital loss) will
be distributed  annually to the Fund's  shareholders.  The Fund will have no tax
liability  with respect to distributed  net capital gains and the  distributions
will be taxable to  shareholders  as long-term  capital gains  regardless of how
long the shareholders have held Fund shares.  However,

                                       29
<PAGE>
Fund  shareholders who at the time of such a net capital gain  distribution have
not held their Fund shares for more than 6 months, and who subsequently  dispose
of those  shares at a loss,  are  required  to treat  such  loss as a  long-term
capital loss to the extent of the net capital gain  distribution.  Distributions
of net capital gain will be designated as a "capital gain dividend" in a written
notice mailed to the Fund's  shareholders not later than 60 days after the close
of the Fund's taxable year. Capital gains realized by corporations are generally
taxed at the same rate as ordinary income. Generally,  capital gains are taxable
at a maximum rate of 20% to non-corporate shareholders who have a holding period
of more than 12 months.  Corresponding  maximum  rate and holding  period  rules
apply with respect to capital gains  distributed  by the Fund without  regard to
the length of time shares have been held by the holder.

The Fund intends to distribute at least 90% of its  investment  company  taxable
income (taxable income subject to certain adjustments exclusive of the excess of
net long-term  capital gain over net  short-term  capital loss) for each taxable
year.  The Fund will be  subject  to  Federal  income  tax on any  undistributed
investment  company taxable income.  To the extent such income is distributed it
will be taxable to shareholders as ordinary income. Expenses paid or incurred by
the Fund will be allocated  between  tax-exempt  and taxable  income in the same
proportion as the amount of the Fund's  tax-exempt  income bears to the total of
such exempt income and its gross income  (excluding from gross income the excess
of capital gains over capital losses).  If the Fund does not distribute at least
98% of its ordinary  income and 98% of its capital gain net income for a taxable
year, the Fund will be subject to a nondeductible 4% excise tax on the excess of
such amounts over the amounts actually distributed.

If  a   shareholder   fails  to  provide  the  Fund  with  a  current   taxpayer
identification number, the Fund is generally required to withhold 31% of taxable
interest,  dividend payments,  and proceeds from the redemption of shares of the
Fund.

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

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

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

In South  Carolina  v.  Baker,  the United  States  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 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 Municipal Obligations and to tax the interest
on such bonds in the future. The decision does not, however,  affect the current
exemption from regular income  taxation of the interest  earned on the Municipal
Obligations in accordance with Section 103 of the Code.

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: (i) 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,  and 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 (ii) 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

                                       30
<PAGE>
securities.  Additionally,  a  qualified  investment  fund must  comply with its
reporting  obligations under New Jersey law with respect to qualified investment
funds.  In the opinion of Sills Cummis  Radin  Tischman  Epstein & Gross,  P.A.,
special New Jersey tax counsel to the Fund, assuming that the Fund constitutes a
qualified  investment fund, (a)  distributions  paid by the Fund to a New Jersey
resident  individual  shareholder  will not be subject  to 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 is not be subject to New
Jersey gross income tax.

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

X.  UNDERWRITERS

The Fund sells and redeems its shares on a  continuing  basis at their net asset
value and does not impose a sales charge.  The  Distributor  does not receive an
underwriting   commission.   In  effecting   sales  of  Fund  shares  under  the
Distribution Agreement, the Distributor, for nominal consideration (i.e., $1.00)
and as agent  for the Fund,  solicits  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions and orders are not binding on the Fund
until accepted by the Fund as principal.

The Glass-Steagall Act and other applicable laws and regulations  prohibit banks
and other depository institutions from engaging in the business of underwriting,
selling or distributing most types of securities. In the opinion of the Manager,
however,  based on the  advice of  counsel,  these laws and  regulations  do not
prohibit  such  depository   institutions  from  providing  other  services  for
investment   companies   such  as  the   shareholder   servicing   and   related
administrative  functions  referred to above. The Fund's Board of Directors will
consider   appropriate   modifications  to  the  Fund's  operations,   including
discontinuance of any payments then being made under the Plan to banks and other
depository  institutions,  in the  event of any  future  change  in such laws or
regulations  which may affect the  ability of such  institutions  to provide the
above-mentioned  services.  It is not  anticipated  that the  discontinuance  of
payments to such an institution will result in loss to shareholders or change in
the Fund's net asset value. In addition, state securities laws on this issue may
differ from the  interpretations  of Federal law expressed  herein and banks and
financial  institutions may be required to register ad dealers pursuant to state
law.

XI.  CALCULATION OF PERFORMANCE DATA

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

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

Although  published  yield  information  is useful to investors in reviewing the
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from day to day. The Fund's yield for any given period is not an indication,  or
representation  by the Fund,  of future  yields or rates of return on the Fund's
shares,  and may not provide a basis for comparison  with bank deposits or other
investments  that pay a fixed yield for a stated  period of time.  Investors who
purchase the Fund's shares directly may realize a higher yield than  Participant
Investors  because  they will not be subject to any fees or charges  that may be
imposed by Participating Organizations.

The Fund may from time to time advertise its tax equivalent  current yield.  The
tax  equivalent  yield for each  Class is  computed  based upon a 30-day (or one
month)  period ended on the date of the most recent  balance  sheet  included in
this  Statement  of  Additional  Information.  It is computed  by dividing  that
portion  of  the  yield  of the  Fund  (as  computed  pursuant  to the  formulae

                                       31
<PAGE>
previously  discussed) which is tax exempt by one minus a stated income tax rate

and adding the quotient to that  portion,  if any, of the yield of the Fund that
is not tax  exempt.  The tax  equivalent  yield for the Fund may also  fluctuate
daily and does not provide a basis for determining future yields.

The Fund may from time to time advertise a tax equivalent  effective yield table
which  shows  the  yield  that an  investor  needs  to  receive  from a  taxable
investment in order to equal a tax-free yield from the Fund.  This is calculated
by dividing that portion of the Fund's  effective  yield that is tax-exempt by 1
minus a stated income tax rate and adding the quotient to that portion,  if any,
of the Fund's  effective yield that is not tax-exempt.  See "Taxable  Equivalent
Yield Table" herein.

The Fund's  Class A shares'  yield for the seven day period  ended  December 31,
1998 was 2.88%,  which is equivalent to an effective yield of 2.92%.  The Fund's
Class B shares'  yield for the seven day  period  ended  December  31,  1998 was
3.08%, which is equivalent to an effective yield of 3.13%.

XII.  FINANCIAL STATEMENTS

The audited financial  statements for the Fund for the fiscal year ended October
31,  1998 and the  report  therein  of  McGladrey  &  Pullen,  LLP,  are  herein
incorporated  by reference to the Fund's  Annual  Report.  The Annual  Report is
available upon request and without charge.

                                       32
<PAGE>
DESCRIPTION OF RATINGS*

DESCRIPTION  OF MOODY'S  INVESTORS  SERVICE,  INC.'S TWO HIGHEST  MUNICIPAL BOND
RATINGS:

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

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

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


DESCRIPTION OF MOODY'S  INVESTORS  SERVICE,  INC.'S TWO HIGHEST RATINGS OF STATE
AND MUNICIPAL NOTES AND OTHER SHORT-TERM LOANS:

Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade ("MIG").  This distinction is in recognition
of the differences  between  short-term credit risk and long-term risk.  Factors
affecting  the  liquidity  of  the  borrower  are  uppermost  in  importance  in
short-term borrowing, while various factors of the first importance in bond risk
are of lesser importance in the short run. Symbols used will be as follows:

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

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

DESCRIPTION OF STANDARD & POOR'S RATING SERVICES TWO HIGHEST DEBT RATINGS:

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

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

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

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

Standard & Poor's does not provide ratings for state and municipal notes.

DESCRIPTION OF STANDARD & POOR'S RATING  SERVICES TWO HIGHEST  COMMERCIAL  PAPER
RATINGS:

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

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

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

DESCRIPTION OF MOODY'S INVESTORS  SERVICE,  INC.'S TWO HIGHEST  COMMERCIAL PAPER
RATINGS:

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

* As described by the rating agencies.

                                       33

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                    CORPORATE TAXABLE EQUIVALENT YIELD TABLE
- --------------------------------------------------------------------------------
                   1. If Your Taxable Income Bracket Is . . .
- ----------------- ------------ ------------ ------------ -------------- --------
<S>                   <C>        <C>          <C>          <C>            <C>          <C>            <C>             <C>        
Corporate             0-         50,001-      75,001-      100,001-       335,001-     10,000,001-    15,000,001-     18,333,334-
Return              50,000       75,000       100,000       335,000      10,000,000    15,000,000      18,333,333      and over
- -----------------------------------------------------------------------------------------------------------------------------------
                                2. Then Your Combined Income Tax Bracket Is . . .
- -----------------------------------------------------------------------------------------------------------------------------------
Federal
Tax Rate            15.00%       25.00%       34.00%        39.00%         34.00%        35.00%          38.00%         35.00%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
State
Tax Rate             7.25%        7.25%        7.25%         7.25%         7.25%          7.25%          7.25%           7.25%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
Combined
Marginal            21.16%       30.44%       38.79%        43.42%         38.79%        39.71%          42.50%         39.71%
Tax Rate
- -----------------------------------------------------------------------------------------------------------------------------------
                              3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- -----------------------------------------------------------------------------------------------------------------------------------
Tax Exempt                                Equivalent Taxable Investment Yield
Yield                                      Requires to Match Tax Exempt Yield
- ----------------- -----------------------------------------------------------------------------------------------------------------
     2.00%           2.54%        2.88%        3.27%         3.53%         3.27%          3.32%          3.48%           3.32%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     2.50%           3.17%        3.59%        4.08%         4.42%         4.08%          4.15%          4.35%           4.15%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     3.00%           3.81%        4.31%        4.90%         5.30%         4.90%          4.98%          5.22%           4.98%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     3.50%           4.44%        5.03%        5.72%         6.16%         5.72%          5.81%          6.09%           5.81%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     4.00%           5.07%        5.75%        6.53%         7.07%         6.53%          6.63%          6.96%           6.63%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     4.50%           5.71%        6.47%        7.35%         7.95%         7.35%          7.46%          7.83%           7.46%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     5.00%           6.34%        7.19%        8.17%         8.84%         8.17%          8.29%          8.69%           8.29%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     5.50%           6.98%        7.91%        8.98%         9.72%         8.98%          9.12%          9.56%           9.12%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     6.00%           7.61%        8.63%        9.80%        10.60%         9.80%          9.95%          10.43%          9.95%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     6.50%           8.24%        8.34%       10.62%        10.49%         10.62%        10.78%          11.30%         10.78%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
     7.00%           8.88%       10.06%       11.44%        12.37%         11.44%        10.61%          12.17%         10.61%
- ----------------- ------------ ------------ ------------ -------------- ------------- -------------- --------------- --------------
</TABLE>

To use this chart, find the applicable level of taxable income based on your tax
filing  status in section one.  Then read down to section two to determine  your
combined tax bracket and, in section three, to see the equivalent taxable yields
for each of the tax free income yields given.

                                       34
<PAGE>
<TABLE>
<CAPTION>
                         TAXABLE EQUIVALENT YIELD TABLE
- --------------------------------------------------------------------------------
                   1. If Your Taxable Income Bracket Is . . .
- --------------------------------------------------------------------------------
<S>                <C>      <C>          <C>                      <C>         <C>         <C>        <C>          <C>          <C>  
Single             $0-      $20,001 -    $20,751 -       --       $35,001-    $40,001-    $62,451-   $75,001-   $130,251-  $283,150
Return           $20,000     $25,750     $35,000         --       $40,000     $62,450     $75,000    $130,250   $283,150   and over
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- -------------------------------------------
Joint              $0-       $20,001-    $43,051 -   $50,001 -    $70,001-    $80,001-    $104,051- $150,001-   $158,551-  $283,150
Return           $20,000     $43,050     $50,000      $70,000     $80,000     $104,050    $150,000   $158,550   $283,150   and over
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- -------------------------------------------
                2. Then Your Combined Income Tax Bracket Is . . .
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- -------------------------------------------
Federal
Tax Rate          15.00%      15.00%      28.00%       28.00%      28.00%      28.00%      31.00%     31.00%     36.00%     39.60%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- -------------------------------------------
State
Tax Rate          1.40%       1.75%        1.75%       2.45%       3.50%       5.53%        5.53%     6.37%       6.37%     6.37%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- -------------------------------------------
Combined
Marginal
Tax Rate          16.19%      16.49%      29.26%       29.76%      30.52%      31.98%      34.81%     35.40%       40.08%     43.45%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
      3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- ------------------ -----------------------------------------------------------------------------------------------------------------
Tax Exempt                                Equivalent Taxable Investment Yield
Yield                                      Requires to Match Tax Exempt Yield
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    2.00%         2.39%       2.39%        2.83%       2.85%       2.88%       2.94%        3.07%     3.10%         3.34%     3.54%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    2.50%         2.98%       2.99%        3.53%       3.56%       3.60%       3.68%        3.84%     3.87%         4.17%     4.42%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    3.00%         3.58%       3.59%        4.24%       4.27%       4.32%       4.41%        4.60%     4.64%         5.01%     5.30%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    3.50%         4.18%       4.19%        4.95%       4.98%       5.04%       5.15%        5.37%     5.42%         5.84%     6.19%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    4.00%         4.77%       4.79%        5.65%       5.70%       5.76%       5.88%        6.14%     6.19%         6.68%     7.07%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    4.50%         5.37%       5.39%        6.36%       6.41%       6.48%       6.62%        6.90%     6.97%         7.51%     7.96%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    5.00%         5.97%       5.99%        7.07%       7.12%       7.20%       7.35%        7.67%     7.74%         8.34%     8.84%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    5.50%         6.56%       6.59%        7.77%       7.83%       7.92%       8.09%        8.44%     8.51%         9.18%     9.73%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    6.00%         7.16%       7.18%        8.48%       8.54%       8.64%       8.82%        9.20%     9.29%        10.01%     10.61%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    6.50%         7.76%       7.78%        9.19%       9.25%       9.36%       9.56%        9.97%     10.06%       10.85%     11.49%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
    7.00%         8.35%       8.38%        9.90%       9.97%       10.07%      10.29%      10.74%     10.84%       11.68%     12.38%
- --------------- ----------- ----------- ------------ ----------- ----------- ----------- ----------------------- -------------------
</TABLE>
To use this chart, find the applicable level of taxable income based on your tax
filing  status in section one.  Then read down to section two to determine  your
combined tax bracket and, in section three, to see the equivalent taxable yields
for each of the tax free income yields given.
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