DELAFIELD FUND INC, 485APOS, 1999-03-01

DELAFIELD FUND INC
485APOS, 1999-03-01

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As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 33-69760

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ____ [ ]

Post-Effective Amendment No. 7 [X]

and/or

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

Amendment No. 8 [X]
(Check appropriate box or boxes)

DELAFIELD FUND, INC.
--------------------
(Exact Name of Registrant as Specified in Charter)

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

Registrant's Telephone Number, including Area Code: (212) 830-5220

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

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

Approximate Date of Proposed Public Offering:__________________________

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

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

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

<PAGE>

DELAFIELD FUND, INC.
Registration Statement on Form N-1A

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

CROSS REFERENCE SHEET -
Pursuant to Rule 404(c)

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<TABLE>
<CAPTION>
Part A
Item No. Prospectus Heading
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<S> <C> <C>
1. Front and Back Cover Pages Cover Page; Back Page

2. Risk/Return Summary:
Investments, Risks and Performance Investments, Risks and Performance

3. Risk/Return Summary:
Fee Table Fee Table

4. Investment Objectives, Principle Investment Objectives, Principle
Investment Strategies and Related Risks Investment Strategies and Related Risks

5. Management's Discussion of
Fund Performance Not Applicable

6. Management Organization and Management Organization and
Capital Structure Capital Structure

7. Shareholder Information Shareholder Information

8. Distribution Arrangements Distribution Arrangements

9. Financial Highlights Information Financial Highlights
</TABLE>

<PAGE>

DELAFIELD FUND, INC.
Registration Statement on Form N-1A

<TABLE>
<CAPTION>
Caption in Statement of Additional
Part B ----------------------------------
Item No. Information
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<S> <C> <C>
10. Cover Page and Table of Contents Cover Page and Table of Contents

11. Fund History Fund History

12. Description of the Fund and its Description of the Fund and its
Investments and Risks Investments and Risks

13. Management of the Fund Management of the Fund

14. Control Persons and Principal Holders Control Persons and Principal Holders
of Securities of Securities

15. Investment Advisory and Investment Advisory and
Other Services Other Services

16. Brokerage Allocation and Brokerage Allocation and
Other Services Other Services

17. Capital Stock and Other Capital Stock and Other
Securities Securities

18. Purchase, Redemption and Purchase, Redemption and
Pricing of Shares Pricing of Shares

19. Taxation of the Fund Taxation of the Fund

20. Underwriters Underwriters

21. Calculation of Performance Data Calculation of Performance Data

22. Financial Statements Financial Statements
</TABLE>

<PAGE>

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DELAFIELD FUND, INC. Prospectus
Institutional Class May 1, 1999

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The investment objectives of the Fund are to seek long-term
preservation of capital (sufficient growth to outpace inflation over an
extended period of time) and growth of capital. The minimum initial
purchase is $5,000; except for individual retirement accounts for whom
the minimum initial purchase is $250.

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>
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<S> <C>
Contents Management, Organization and
Risk/Return Summary: Investments, Risks, Capital Structure.............................. 8
and Performance................................. 2 Shareholder Information.......................... 8
Fee Table........................................4 Dividends, Distributions and Tax
Investment Objectives, Principal Consequences................................... 14
Investment Strategies Distribution Arrangements........................ 15
and Related Risks..............................5 Financial Highlights............................. 17

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</TABLE>

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806960.3

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I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE

Investment Objectives

The objectives of the Fund are to seek long-term preservation of capital
(sufficient growth to outpace inflation over an extended period of time) and
growth of capital. There is no assurance that the Fund will achieve its
investment objectives.

Principal Investment Strategies

Under normal circumstances the Fund will have substantially all of its assets
(more than 65%) invested in equity securities, including common stocks,
securities convertible into common stocks or rights or warrants to subscribe for
or purchase common stocks.

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

Principal Risks

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

o Loss of money is a risk of investing in the Fund.

Risk/Return Bar Chart and Table

The following bar chart and table may assist in your decision to invest in the
Fund. The bar chart shows the average annual returns of the Fund for the life of
the Fund. The table shows how the Fund's average annual returns for one and five
year periods compare with that of the S&P 500 Index. While analyzing this
information, please note that the Fund's past performance is not an indication
of how the Fund will perform in the future.

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806960.3
<PAGE>

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Graph Chart

(1) The Fund's highest quarterly return was 14.32% for the quarter ended
December 31, 1998; the lowest quarterly return was -24.98% for the quarter
ended September 30, 1998.
(2) Participating Organizations may charge a fee to investors for purchasing or
redeeming shares. The net return to such investors may be less than if they
had invested in the Fund directly.

Average Annual Total Returns
Delafield Fund, Inc.
- ----------------------------
<TABLE>
<CAPTION>
Institutional Administrative Retail
Class Class Class
------------- -------------- ------

<S> <C> <C> <C>
For the period ended
December 31, 1998
- --------------------
One Year -11.5% N/A N/A
Five Year 12.5% N/A N/A

Average Annual Total Returns
S&P 500

For the period ended
December 31, 1998
One Year 28.6%
Five Year 24.1%
</TABLE>

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806960.3
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FEE TABLE
This table describes the fees and expenses that you may pay if you buy and hold
shares in the Fund.

Institutional
Class
-------------
Management Fees .80%
Distribution and Service (12b-1) Fees None
Other Expenses .43%
Administration Fees .21% _____
Total Fund Operating Expenses 1.23%

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

The Example assumes 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. The
Example also assumes 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>
1 year 3 years 5 years 10 years

<S> <C> <C> <C> <C>
Institutional Class: $125 $390 $676 $1,489

</TABLE>

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806960.3
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II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objectives

The Fund's investment objectives are to seek long-term preservation of capital
(sufficient growth to outpace inflation over an extended period of time) and
growth of capital. There can be no assurance that the Fund will achieve its
investment objectives. 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. The
investment strategies of the Fund are not fundamental and may be changed without
shareholder approval.

Principal Investment Strategies and Related Risks

The Fund will seek to achieve its objectives by investing primarily in the
equity securities of domestic companies. Specifically, the Fund will invest in
equity securities of domestic companies which the Manager believes to be
undervalued or to represent special situations. An example of a special
situation is a company undergoing change that might cause its market value to
grow at a rate faster than the market generally. Under normal circumstances the
Fund will have substantially all of its assets (more than 65%) invested in
equity securities, including common stocks, securities convertible into common
stocks or rights or warrants to subscribe for or purchase common stocks.

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

Critical factors that will be considered in the selection of securities will
include the values of individual securities relative to other investment
alternatives, trends in the determinants of corporate profits, corporate cash
flow, balance sheet changes, Management capability and practices, and the
economic and political outlook. Although the balance sheet of a company is
important to the Manager's analysis, the Fund may invest in financially troubled
companies if the Manager has reason to believe that the underlying assets are
worth far more than the market price of the shares. In addition, companies
generating free cash flow (defined as earnings, depreciation, and deferred
income tax in excess of need for capital expenditures and dividends) will be
considered attractive. The Fund will not seek to realize profits by anticipating
short-term market movements and intends to purchase securities for long-term
capital appreciation under ordinary circumstances.

The Manager intends to invest in companies that are managed for the benefit of
their shareholders and not by managements that believe that the most important
measure of a company's success is its size. Investment securities will be
assessed upon their earning power, stated asset value and off the balance sheet
values.

The Fund is to seek to attain its investment objectives principally through
investments in the following securities.

(i) Common Stock: The Manager intends to invest primarily in equity securities
of domestic companies in order to seek to achieve the Fund's investment
objectives. Since the Fund primarily contains common stocks of domestic issuers,
an investment

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806960.3
<PAGE>

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in the Fund should be made with an understanding of the risks inherent in an
investment in common stocks which may include a susceptibility to general stock
market movements and volatile changes in value.

(ii) United States Government Securities: The United States securities in which
the Fund may invest include obligations issued or guaranteed by the United
States Government, its agencies or instrumentalities. These include issues of
the United States Treasury, such as bills, certificates of indebtedness, notes
and bonds, and issues of agencies and instrumentalities established under the
authority of an act of Congress. Some of these securities are supported by the
full faith and credit of the United States Treasury, others are supported by the
right of the issuer to borrow from the Treasury, and still others are supported
only by the credit of the agency or instrumentality.

(iii) Lower Rated Securities: The Fund may invest in fixed-income securities
rated BB or lower by S&P or Ba or lower by Moody's and comparable unrated
securities. Such securities are of below "investment grade" quality. Securities
of below investment grade quality are considered high yield, high risk
securities and are commonly known as "junk bonds."

Defensive Position

The Fund may take a defensive position when the Manager has determined that
adverse business or financial conditions warrant such a defensive position. When
in a defensive position the Fund may invest temporarily without limit in rated
or unrated debt securities, preferred stocks, repurchase agreements or in money
market instruments. Money market instruments for this purpose include
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, commercial paper rated in the highest grade by any nationally
recognized rating agency, and certificates of deposit and bankers' acceptances
issued by domestic banks having total assets in excess of one billion dollars. A
repurchase agreement is an instrument under which an investor purchases a U.S.
Government security from a vendor, with an agreement by the vendor to repurchase
the security at the same price, plus interest at a specified rate. Repurchase
agreements may be entered into with member banks of the Federal Reserve System
or "primary dealers" (as designated by the Federal Reserve Bank of New York) in
U.S. Government securities. Repurchase agreements usually have a short duration,
often less than one week. In the event that a vendor defaulted on its repurchase
obligation, the Fund might suffer a loss to the extent that the proceeds from
the sale of the collateral were less than the repurchase price. If the vendor
becomes bankrupt, the Fund might be delayed, or may incur costs or possible
losses of principal and income, in selling the collateral. While taking a
defensive position the Fund may not achieve its investment objectives.

Portfolio Turnover

Purchases and sales are made for the Fund whenever necessary, in the Manager's
opinion, to meet the Fund's objective. The turnover rate of the Fund for the
fiscal year ended December 31, 1998 was 81.56%. Fund turnover may involve the
payment by the Fund of dealer spreads or underwriting commissions, and other
transactions costs, on the sale of securities, as well as on the investment of
the proceeds in other securities. The greater the portfolio turnover the greater
the transaction costs to the Fund which could have an adverse effect on the
Fund's total rate of return. The

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806960.3
<PAGE>

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Fund will minimize portfolio turnover because it will not seek to realize
profits by anticipating short-term market movements and intends to buy
securities for long-term capital appreciation under ordinary circumstances.

Buy/Sell Decisions

The Fund's investment manager considers the following factors when buying and
selling securities for the Fund: (i) the value of individual securities relative
to other investment alternatives, (ii) trends in the determinants of corporate
profits, (iii) corporate cash flow, (iv) balance sheet changes, (v) management
capability and practices and (vi) the economic and political outlook.

Risks

Risks inherent in an investment in common stocks include those associated with
the right to receive payments from the issuer of the common stock. Holders of
common stocks have a right to receive dividends only when and if declared by the
issuer's board of directors. Holders of common stock may also only participate
in amounts available for distribution by the issuer only after all other claims
on the issuer have been paid or provided for. Moreover, common stocks do not
represent an obligation of the issuer. Therefore, common stocks do not offer any
assurance of income or provide the degree of protection of debt securities. The
issuance of debt securities or even preferred stock by an issuer will create
prior claims for payment. Common stocks are also especially susceptible to
general stock market movements and to volatile changes in value as market
confidence in and perceptions of the issuers change. These perceptions are based
on unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.

Securities rated BB or lower by S&P or Ba or lower by Moody's (and comparable
unrated securities) are of below "investment grade" quality and are subject to
risks additional to those inherent in an investment in higher rated bonds. Lower
quality fixed-income securities generally provide higher yields, but are subject
to greater credit and market risk than higher quality fixed-income securities.
Lower quality fixed-income securities are considered predominantly speculative
with respect to the ability of the issuer to meet principal and interest
payments. The market for lower quality fixed-income securities may be also more
severely affected than some other financial markets by economic recession or
substantial interest rate increases. The lack of liquidity at certain times may
affect the valuation of these securities and may make the valuation and sale of
these securities more difficult. Securities of below investment grade quality
are considered high yield, high risk securities and are commonly known as "junk
bonds."

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 Manager is in the process of working with the Fund's service
providers to prepare for the year 2000. Based on information currently
available, the Manager does not expect that the Fund will incur material costs
to be year 2000 compliant. Although the Manager does not anticipate that the
year 2000

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806960.3
<PAGE>

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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 Manager 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 the Delafield Asset Management Division of
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
January 31, 1999, the Manager was the investment manager, advisor or supervisor
with respect to assets aggregating in excess of $13.00 billion. The Manager has
been an investment adviser since 1970 and currently is manager of seventeen
other registered investment companies and also advises pension trusts,
profit-sharing trusts and endowments. Mr. J. Dennis Delafield and Mr. Vincent
Sellecchia are primarily responsible for the day to day investment management of
the Fund. Mr. Delafield is Chairman, Chief Executive Officer and Director of the
Fund and is Managing Director of the Reich & Tang Capital Management Group, a
division of the Manager, with which he has been associated since September 1993.
Mr. Sellecchia is President of the Fund and Managing Director of the Reich &
Tang Capital Management Group, a division of the Manager, with which he has been
associated since September 1993.

Pursuant to the investment Management Contract for the Fund, the Manager manages
the Fund's portfolio of securities and makes the decisions with respect to the
purchase and sale of investments, subject to the general control of the Board of
Directors of the Fund. Under the Investment Management Contract, the Fund will
pay an annual management fee of .80% of the Fund's average daily net assets. The
management fees are accrued daily and paid monthly. The Manager, at its
discretion, may voluntarily waive all or a portion of the Management Fee. Any
portion of the total fees received by the Manager and its past profits may be
used to provide shareholder services and for distribution of Fund Shares.

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 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.

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
and from investors directly.

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806960.3
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Pricing of Fund Shares

The Fund determines the net asset value of the shares of the Fund (computed
separately for each Class of shares) of the Fund as of 4:00 p.m., New York City
time, by dividing the value of the Fund's net assets (i.e., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued but excluding capital stock and surplus) by the number of shares
outstanding of the Fund at the time the determination is made. The Fund
determines its net asset value on each Fund Business Day. Fund Business Day for
this purpose means any day on which the New York Stock Exchange is open for
trading. Purchases and redemptions will be effected at the time of determination
of net asset value next following the receipt of any purchase or redemption
order.

Portfolio securities for which market quotations are readily available are
valued at market value. All other securities and assets of the Fund are valued
at their fair market value as determined in good faith by the Fund's Board of
Directors.

How to Purchase and Redeem Shares

Investors who have accounts with Participating Organizations may invest in the
Fund through their Participating Organizations in accordance with the procedures
established by the Participating Organizations. "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. Certain Participating Organizations are compensated 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 Retail Class or
Administrative Class 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 Institutional Class shareholders of the Fund and not receive the benefit of
the servicing functions performed by a Participating Organization. Institutional
Class 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. The Manager pays the expenses incurred in the distribution of
Institutional shares. Participating Organizations whose clients become
Institutional Class shareholders will not receive compensation from the Manager
or Distributor for the servicing they may provide to their clients. With respect
to each Class of shares, the minimum initial investment in the Fund is $5,000;
except that the minimum initial investment for an Individual Retirement Account
is $250.

In order to maximize earnings on the Fund, the Fund normally has its
assets as fully invested as is practicable. Many securities in which the Fund
invests require immediate settlement in Funds of Federal Reserve member banks on
deposit at a Federal Reserve bank (commonly known as "Federal Funds"). Shares
will be 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.

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806960.3
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The Fund reserves the right to reject any purchase
order.

Shares are issued as of 4:00 p.m., New York City time, on any Fund Business Day
on which an order for the shares and accompanying Federal Funds are received by
the Fund's transfer agent before 4:00 p.m., New York City time. Fund shares
begin accruing income on the day after the shares are issued to an investor.

There is no redemption charge, no minimum period of investment and no
restriction on frequency of withdrawals. Proceeds of redemptions are paid by
check or bank wire. Unless other instructions are given in proper form to the
Fund's transfer agent, a check for the proceeds of a redemption will be sent to
the shareholder's address of record. If a shareholder elects to redeem all the
shares of the portfolio he/she owns, all dividends credited to the shareholder
through the date of redemption are paid to the shareholder in addition to the
proceeds of the redemption.

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

Redemption requests received by the Fund's transfer agent before 4:00 p.m., New
York City time, on any Fund Business Day become effective at 4:00 p.m. that day.

The Fund has reserved the right to redeem the shares of any shareholder if the
net asset value of all the remaining shares in his account after a withdrawal is
less than $500. Written notice of any such 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.

Investments Through Participating Organizations

Participant Investors may, if they wish, invest in the Fund through the
Participating Organizations with which they have accounts. 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

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806960.3
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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 offered to
Participant Investors by the Participating Organizations. In addition,
Participating Organizations offering purchase and redemption procedures similar
to those offered to shareholders who invest in the Fund directly may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders who invest in the Fund directly. Accordingly,
the net yield to investors who invest through Participating Organizations may be
less than by investing in the Fund directly. A Participant Investor should read
this Prospectus in conjunction with the materials provided by the Participating
Organization describing the procedures under which 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 4:00 p.m., New York City time, on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day provided that the Federal Funds required in connection with the orders
are received by the Fund's transfer agent before 4:00 p.m., New York City time,
on that day. Participating Organizations are responsible for instituting
procedures to insure that purchase orders by their respective clients are
processed expeditiously.

Direct Purchase and Redemption Procedures

All shareholders will receive from the Fund a monthly statement listing the
total number of shares of the Fund owned as of the statement closing date,
purchases and redemptions of shares of the Fund during the month covered by the
statement and the dividends paid on shares of the Fund of each shareholder
during the statement period (including dividends paid in cash or reinvested in
additional shares of the Fund). Certificates for Fund shares will not be issued
to an investor.

Initial Purchase of Shares

Mail

Institutional Class share investors may send a check made payable to the Fund
along with a completed subscription order form to:

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

Checks are accepted subject to collection at full value in United States
currency.

Bank Wire
- ---------

To purchase shares of the Fund using the wire system for transmittal of money
among banks, an investor should first obtain a new account number by telephoning
the Fund at either 212-830-5220 (within New York State) or at 800-241-3263
(outside New York State) and then instruct a member commercial bank to wire
money immediately to:

Investors Fiduciary Trust Company

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806960.3
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ABA #101003621
Reich & Tang Funds
DDA #890752-955-4
For Delafield Fund, Inc.
Account of (Investor's Name)
Fund Account #______________
SS #/Tax I.D.# _____________

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

An investor planning to wire the Fund should instruct his bank early in the day
so the wire transfer can be accomplished 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 4:00 p.m., New York City time, on a Fund Business Day, will be
treated as a Federal Funds payment received on that day.

Subsequent Purchases of Shares

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

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

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 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 of the Fund following receipt by the Fund's transfer agent of the
redemption order. Normally payment for redeemed shares is made on the Fund
Business Day the redemption is effected, provided the redemption request is
received prior to 4:00 p.m., New York City time. However, redemption requests
will not be effected unless the check (including a certified or cashier's check)
used for investment has been cleared for payment by the investor's bank,
currently considered by the Fund to occur within 15 days after investment.

A shareholder's original subscription order form permits the shareholder to
redeem by written request and to elect one or more of the additional redemption
procedures described below. A shareholder may only change the instructions
indicated on his original subscription order form by transmitting a written
direction to the Fund's transfer agent. Requests to institute or change any of
the additional redemption procedures will require a signature guarantee. When a
signature guarantee is called for, the shareholder should have "Signature
Guaranteed" stamped under his signature and guaranteed by an eligible guarantor
institution which includes a domestic bank, a domestic savings and loan
institution, a domestic credit union, a member bank of the Federal Reserve
System or a member firm of a national securities exchange, pursuant to the
Fund's transfer agent's standards and procedures.

Written Requests

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

- --------------------------------------------------------------------------------
-12-
806960.3
<PAGE>

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

All written requests for redemption must be signed by the shareholder with
signature guaranteed. Unless the redemption is made in kind, the redemption
proceeds are normally paid by check mailed to the shareholder of record.

Telephone

The Fund accepts telephone requests for redemption from shareholders who elect
this option. The proceeds of a telephone redemption will be sent to the
shareholder at his address or to his bank account as set forth in the
subscription order form or in a subsequent signature guaranteed written
authorization. Redemptions following an investment by check will not be effected
until the check has cleared, which could take up to 15 days after investment.
The Fund may accept telephone redemption instructions from any person with
respect to accounts of shareholders who elect this service, and thus
shareholders risk possible loss of dividends in the event of a telephone
redemption which was not authorized by them. Telephone requests to wire
redemption proceeds must be for amounts in excess of $10,000. The Fund will
employ reasonable procedures to confirm that telephone redemption instructions
are genuine, and will require that shareholders electing such option provide a
form of personal identification. The failure by the Fund to employ such
reasonable procedures may cause the Fund to be liable for any losses incurred by
investors due to telephone redemptions based upon unauthorized or fraudulent
instructions. The telephone redemption option may be modified or discontinued at
any time upon 60 days written notice to shareholders.

A shareholder making a telephone withdrawal should call the Fund at
212-830-5220; outside New York State at 800-241-3263 and state (i) the name of
the shareholder appearing on the Fund's records, (ii) his account number with
the Fund, (iii) the amount to be withdrawn and (iv) the name of the person
requesting the redemption. Usually, the proceeds are sent to the investor on the
same Fund Business Day the redemption is effected, provided the redemption
request is received prior to 4:00 p.m., New York City time.

Retirement Plans
The Fund has available a form of "Traditional" Individual Retirement Account
("IRA") and a "Roth" IRA for investment in Fund shares which may be obtained
from the Distributor. The minimum investment required to open an IRA for
investment in shares of the Funds is $250. There is no minimum for additional
investment in an IRA account. Investors who are self-employed may purchase
shares of the Fund through tax-deductible contributions to retirement plans for
self-employed persons, known as Keogh or HR 10 plans. Fund shares may also be a
suitable investment for other types of qualified pension or profit-sharing plans
which are employer-sponsored, including deferred compensation or salary
reduction plans known as "401(k) Plans" which give participants the right to
defer portions of their compensation for investment on a tax-deferred basis
until distributions are made from the plans.

- --------------------------------------------------------------------------------
-13-
806960.3
<PAGE>

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

depending on whether they are active participants in an employer-sponsored
retirement plan and on their income level. Dividends and distributions held in
the account are not taxed until withdrawn in accordance with the provisions of
the Code.

Beginning January 1, 1998, investors satisfying statutory income level
requirements may make non-deductible contributions of up to $2,000 annually to a
Roth IRA, distributions from which are not subject to tax if a statutory
five-year holding period requirement is satisfied. The Fund also makes available
Education IRAs. Education IRAs permit eligible individuals to contribute up to
$500 per year per beneficiary under 18 years old. Distributions from an
education IRA are generally excluded from income when used for qualified higher
education expenses. Consult your tax advisor.

Investors should be aware that they may be subject to additional tax penalties
on contributions or withdrawals from IRAs or other retirement plans which are
not permitted by the applicable provisions of the Code. Persons desiring
information concerning investments through IRAs or other retirement plans should
write or telephone the Distributor at 600 Fifth Avenue, New York, New York
10020, (212) 830-5200.

Dividends, Distributions and Tax Consequences

The Fund has elected to be treated as and intends to qualify annually as a
regulated investment company pursuant to the provisions of Subchapter M of the
Code. The Fund did so qualify for the previous taxable year. By so qualifying,
the Fund generally will not be subject to Federal income tax to the extent that
it distributes its investment company taxable income and net capital gains in
the manner required under the Code. In addition, the Code subjects regulated
investment companies, such as the Fund, to a non-deductible 4% excise tax in
each calendar year to the extent that such investment companies do not
distribute substantially all of their taxable investment income and capital
gain, generally determined on a calendar year basis.

The Fund intends to distribute to its shareholders substantially all of its
investment company taxable income (which includes, among other items, dividends
and interest and the excess, if any, of net short-term capital gains over net
long-term capital losses). The Fund will normally pay dividends semi-annually.
Dividends from net investment income or distributions of net realized short-term
securities gains to shareholders generally are taxable as ordinary income. The
Fund intends to distribute, at least annually, substantially all net capital
gains (the excess of net long-term capital gains over net short-term capital
losses). Shareholders will be advised as to the amount of the capital gains
distribution, which are generally taxable at a maximum rate of 20% for
non-corporate shareholders. In determining amounts of capital gains to be
distributed, any capital loss carryovers from prior years will be applied
against capital gains to reduce the amount of distributions paid. You may choose
whether to receive dividends and distributions in cash or to reinvest in
additional shares of the class in which you are invested at the next determined
net asset value, but you will be subject to tax in the manner described herein
even if you choose to have your dividends and distributions reinvested in
additional shares. If the shareholder makes no election the Fund will make the
distribution in shares. There is no fixed dividend rate, and there can be no
assurance that the Fund will pay any dividends or realize any capital gains.

Special tax rules may apply to a Fund's acquisition of futures contracts,
forward contracts, and options on futures contracts. Such rules may, among other
things, affect whether gains and losses from such

- --------------------------------------------------------------------------------
-14-
806960.3
<PAGE>

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

transactions are considered to be short-term or long-term, may have the effect
of deferring losses and/or accelerating the recognition of gains or losses.

It is anticipated that a portion of the ordinary income dividends paid by the
Fund will qualify for the dividends-received deduction available to
corporations. Shareholders will be notified at the end of the year as to the
amount of the dividends that qualify for the dividends-received deduction. A
corporation's dividends-received deduction will be disallowed unless the
corporation holds shares in the Fund at least 46 days. Furthermore, a
corporation's dividends-received deduction will be disallowed to the extent a
corporation's investment in shares of the Fund is financed with indebtedness.

The excess of net long-term capital gains over the net short-term capital losses
realized and distributed by the Fund to its shareholders as capital gains
distributions are taxable to the shareholders as long-term capital gains,
irrespective of the length of time a shareholder may have held his stock. Such
long-term capital gains distributions are not eligible for the
dividends-received deduction referred to above. If a shareholder held shares six
months or less and during that period received a distribution taxable to such
shareholder as long-term capital gain, any loss realized on the sale of such
shares during such six-month period would be a long-term capital loss to the
extent of such distribution.

Any dividend or distribution received by a shareholder on shares of the Fund
shortly after the purchase of such shares by such shareholder will have the
effect of reducing the net asset value of such shares by the amount of such
dividend or distribution. Furthermore, such dividend or distribution, although
in effect a return of capital, is subject to applicable taxes to the extent that
the investor is subject to such taxes regardless of the length of time the
investor may have held the stock.

The Fund may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number to
make required certifications, or where a Fund or shareholder has been notified
by the Internal Revenue Service that the shareholder is subject to backup
withholding. Corporate shareholders and certain other shareholders specified in
the Code are exempt from backup withholding.

The Fund may invest in securities of foreign issuers and therefore may be
subject to withholding and other similar income taxes imposed by a foreign
country.

Notice as to the tax status of your dividends and distributions is mailed to you
annually. You also will receive periodic summaries of your account. Dividends
and distributions may be subject to state and local taxes. Dividends paid or
credited to accounts maintained by non-resident shareholders may also be subject
to U.S. non-resident withholding taxes. You should consult your tax adviser
regarding specific questions as to Federal, state and local income and
withholding taxes.

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 Retail and Administrative Class 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,

- --------------------------------------------------------------------------------
-15-
806960.3
<PAGE>

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

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 Retail and Administrative Class shares
of the Fund only).

Under the Distribution Agreement, the Distributor serves as distributor of the
Fund's shares and, 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 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 Retail and Administrative Class shares, a service fee equal
to .25% per annum of the Fund's Retail and Administrative shares' average daily
net assets (the "Shareholder Servicing Fee") for providing personal shareholder
services and for the maintenance of shareholder accounts. This fee is accrued
daily and paid monthly and any portion of the fee may be deemed to be used by
the Distributor for payments to Participating Organizations with respect to
their provision of such services to their clients or customers who are
shareholders of the Retail and Administrative shares of each Fund. The
Institutional Class shareholders will not receive the benefit of such services
from Participating Organizations and, therefore, will not be assessed a
Shareholder Servicing Fee.

The Plan provides 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 Retail and Administrative Class 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 0.05%
per annum of the Fund's Retail and Administrative Class Shares' average daily
net assets.

- --------------------------------------------------------------------------------
-16-
806960.3
<PAGE>

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

VI. FINANCIAL HIGHLIGHTS

This financial highlight table is intended to help you understand the financial
performance of the shares of the Fund for the last five 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 on an
investment in the Fund (assuming reinvestment of all dividends and
distributions).

Period from
Year Year October 1, 1995 Year
Year Ended Ended Ended to Ended
December 31, December 31, December 31, December 31, September 30,
1998 1997 1996 1995 1995
------------ ------------ ------------ --------------- -------------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:

(for a share outstanding throughout
the period)

Net asset value, beginning of period.....$ 14.88 $ 13.49 $ 12.26 $ 11.95 $ 10.82
---------- ---------- ---------- ---------- ----------

Income from investment operations:

Net investment income................ .12 .21 .16 .05 .13

Net realized and unrealized
gains (losses) on investments.......( 1.82) 2.42 3.07 .50 1.99
---------- ---------- ---------- ---------- ----------

Total from investment operations.........( 1.70) 2.63 3.23 .55 2.12
---------- ---------- ---------- ---------- ----------

Less distributions:

Dividends from net investment
income................................( .12) ( .21) ( .16) ( .05) ( .13)

Distributions from net realized
gains on investments................ -- ( 1.03) ( 1.84) ( .18) ( .86)

In excess of net realized gain............ -- -- -- ( .01) --
---------- ----------- ----------- --------- ----------

Total distributions......................( .12) ( 1.24) ( 2.00) ( .24) ( .99)
--------- --------- --------- --------- ---------

Net asset value, end of period...........$ 13.06 $ 14.88 $ 13.49 $ 12.26 $ 11.95
========== ========== ========== ========== ==========

Total Return.............................( 11.47%) 19.66% 26.35% 4.62%(a) 20.05%)
========== ========== ========== ========== ==========

Ratios/Supplemental Data:

Net assets, end of period (000)..........$ 103,730 $ 146,624 $ 61,279 $ 45,730 $ 42,316

Ratios to average net assets:

Expenses, net of waived fees......... 1.24%+ 1.29%+ 1.29%+ 1.67+* 1.65%

Net investment income................ .83% 1.64% 1.18% 1.57%* 1.35%

Management, administration and
shareholder servicing fees
waived............................. .16% .20% .20% .20%* .71%

Expenses paid indirectly............. -- -- .01% .07%* --

Portfolio turnover rate................... 81.56% 55.43% 75.54% 20.49% 70.36%

* Annualized.
(a) Not annualized.
+ Includes expenses paid
indirectly.
</TABLE>

- --------------------------------------------------------------------------------
-17-
806960.3
<PAGE>

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

A Statement of Additional Information (SAI) dated May 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. In the
Fund's Annual Report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
its last fiscal year. 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.

811-8054

DELAFIELD

FUND, INC.

PROSPECTUS

May 1, 1999

Reich & Tang Distributors, Inc.

600 Fifth Avenue
New York, NY 10020
(212) 830-5220

- --------------------------------------------------------------------------------
806960.3

<PAGE>

- --------------------------------------------------------------------------------
DELAFIELD FUND, INC. Prospectus
Administrative Class May 1, 1999

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

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>
- --------------------------------------------------------------------- ----------------------------------------------------------

<S> <C> <C> <C>
Contents Management, Organization and
Risk/Return Summary: Investments, Risks, Capital Structure.............................. 8
and Performance................................. 2 Shareholder Information.......................... 8
Fee Table........................................ 4 Dividends, Distributions and Tax
Investment Objectives, Principal Consequences................................... 14
Investment Strategies Distribution Arrangements........................ 15
and Related Risks.............................. 5 Financial Highlights............................. 17

- --------------------------------------------------------------------- ----------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
810555.1

<PAGE>

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

I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE

Investment Objectives

Principal Investment Strategies

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

Principal Risks

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

o Loss of money is a risk of investing in the Fund.

Risk/Return Bar Chart and Table

- --------------------------------------------------------------------------------
-2-
810555.1
<PAGE>

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

GRAPH CHART

(1) The chart shows returns for the Institutional Class of shares (which are
not offered by this prospectus). As of December 31, 1998, there was no
money invested in either the Retail or Administrative Classes of the Fund.
All Classes of the Fund will have substantially similar annual returns
because the shares are invested in the same portfolio of securities and the
annual returns differ only to the extent that the classes do not have the
same expenses.
(2) The Fund's highest quarterly return was 14.32% for the quarter ended
December 31, 1998; the lowest quarterly return was -24.98% for the quarter
ended September 30, 1998.
(3) Participating Organizations may charge a fee to investors for purchasing or
redeeming shares. The net return to such investors may be less than if they
had invested in the Fund directly.

Average Annual Total Returns
Delafield Fund, Inc.
- --------------------
<TABLE>
<CAPTION>

Administrative Institutional Retail
Class Class Class
-------------- ------------- ------
<S> <C> <C> <C>
For the period ended
December 31, 1998
- -----------------
One Year N/A -11.5% N/A
Five Year N/A 12.5% N/A

Average Annual Total Returns
S&P 500
- -------

For the period ended
December 31, 1998
- -----------------
One Year 28.6%
Five Year 24.1%

</TABLE>

- --------------------------------------------------------------------------------
-3-
810555.1
<PAGE>

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

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

Administrative
--------------
Class
-----
Management Fees .80%
Distribution and Service (12b-1) .25%
Fees
*Other Expenses .58%
Administration Fees .21% ________
Total Fund Operating Expenses 1.63%

* Estimated because there was no money invested in Administrative Class shares
during the year ended December 31, 1998.

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

1 year 3 years 5 years 10 years

<S> <C> <C> <C> <C>
Institutional Class: $166 $514 $887 $1,933

</TABLE>

- --------------------------------------------------------------------------------
-4-
810555.1
<PAGE>

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

II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objectives

Principal Investment Strategies and Related Risks

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

Critical factors that will be considered in the selection of securities will
include the values of individual securities relative to other investment
alternatives, trends in the determinants of corporate profits, corporate cash
flow, balance sheet changes, management capability and practices, and the
economic and political outlook. Although the balance sheet of a company is
important to the Manager's analysis, the Fund may invest in financially troubled
companies if the Manager has reason to believe that the underlying assets are
worth far more than the market price of the shares. In addition, companies
generating free cash flow (defined as earnings, depreciation, and deferred
income tax in excess of need for capital expenditures and dividends) will be
considered attractive. The Fund will not seek to realize profits by anticipating
short-term market movements and intends to purchase securities for long-term
capital appreciation under ordinary circumstances.

The Fund is to seek to attain its investment objectives principally through
investments in the following securities.

- --------------------------------------------------------------------------------
-5-
810555.1
<PAGE>

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

Defensive Position

Portfolio Turnover

- --------------------------------------------------------------------------------
-6-
810555.1
<PAGE>

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

Buy/Sell Decisions

Risks

- --------------------------------------------------------------------------------
-7-
810555.1
<PAGE>

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

III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

Pursuant to the investment Management Contract for the Fund, the Manager manages
the Fund's portfolio of securities and makes the decisions with respect to the
purchase and sale of investments, subject to the general control of the Board of
directors of the Fund. Under the Investment Management Contract, the Fund will
pay an annual management fee of .80% of the Fund's average daily net assets. The
management fees are accrued daily and paid monthly. The Manager, at its
discretion, may voluntarily waive all or a portion of the Management Fee. Any
portion of the total fees received by the Manager and its past profits may be
used to provide shareholder services and for distribution of Fund Shares.

IV. SHAREHOLDER INFORMATION

- --------------------------------------------------------------------------------
-8-
810555.1
<PAGE>

Pricing of Fund Shares

How to Purchase and Redeem Shares

In order to maximize earnings on the Fund, the Fund normally has its assets as
fully invested as is practicable. Many securities in which the Fund invests
require immediate settlement in Funds of Federal Reserve member banks on deposit
at a Federal Reserve bank (commonly known as "Federal Funds"). Shares will be
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.

- --------------------------------------------------------------------------------
-9-
810555.1
<PAGE>

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

The Fund reserves the right to reject any purchase order.

Redemption requests received by the Fund's transfer agent before 4:00 p.m., New
York City time, on any Fund Business Day become effective at 4:00 p.m. that day.

Investments Through Participating Organizations

- --------------------------------------------------------------------------------
-10-
810555.1
<PAGE>

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

Investors whose Participating Organizations have not undertaken to provide such
statements will receive them from the Fund directly.

Direct Purchase and Redemption Procedures

Initial Purchase of Shares

Mail
- -----

Institutional Class share investors may send a check made payable to the Fund
along with a completed subscription order form to:

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

Checks are accepted subject to collection at full value in United States
currency.

Bank Wire
- ---------

Investors Fiduciary Trust Company

- --------------------------------------------------------------------------------
-11-
810555.1
<PAGE>

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

ABA #101003621
Reich & Tang Funds
DDA #890752-955-4
For Delafield Fund, Inc.
Account of (Investor's Name)
Fund Account #
SS #/Tax I.D.#

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

Subsequent Purchases of Shares

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

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

All payments should clearly indicate the shareholder's account number.

Redemption of Shares

Written Requests
- ----------------

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

- --------------------------------------------------------------------------------
-12-
810555.1
<PAGE>

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

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

Telephone
- ---------

Retirement Plans
- ----------------

The Fund has available a form of "Traditional" Individual Retirement Account
("IRA") and a "Roth" IRA for investment in Fund shares which may be obtained
from the Distributor. The minimum investment required to open an IRA for
investment in shares of the Funds is $250. There is no minimum for additional
investment in an IRA account. Investors who are self-employed may purchase
shares of the Fund through tax-deductible contributions to retirement plans for
self-employed persons, known as Keogh or HR 10 plans. Fund shares may also be a
suitable investment for other types of qualified pension or profit-sharing plans
which are employer-sponsored, including deferred compensation or salary
reduction plans known as "401(k) Plans" which give participants the right to
defer portions of their compensation for investment on a tax-deferred basis
until distributions are made from the plans.

- --------------------------------------------------------------------------------
-13-
810555.1
<PAGE>

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

Dividends, Distributions and Tax Consequences

- --------------------------------------------------------------------------------
-14
810555.1
<PAGE>

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

transactions are considered to be short-term or long-term, may have the effect
of deferring losses and/or accelerating the recognition of gains or losses.

The Fund may invest in securities of foreign issuers and therefore may be
subject to withholding and other similar income taxes imposed by a foreign
country.

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 Retail and Administrative Class 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,

- --------------------------------------------------------------------------------
-15-
810555.1
<PAGE>

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

- --------------------------------------------------------------------------------
-16-
810555.1
<PAGE>

<PAGE>

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

VI. FINANCIAL HIGHLIGHTS

This financial highlight table is intended to help you understand the financial
performance of the shares of the Fund for the last five years. Certain
information reflects financial results for a single Fund share. All highlights
reflect an investment in Institutional Class shares. Institutional Class shares
were the only class of shares of the Fund in existence until August 18, 1998;
and there was no money invested in Administrative Class shares during the year
ended December 31, 1998. All classes have substantially similar annual returns
because the shares are invested in the same portfolio of securities and the
annual returns differ only to the extent that the classes do not have the same
expenses. The total returns in the table represent the rate that an investor
would have earned on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
<TABLE>
<CAPTION>

Period from
Year Year October 1, 1995 Year
Year Ended Ended Ended to Ended
December 31, December 31, December 31, December 31, September 30,
1998 1997 1996 1995 1995
------------ ----------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:

(for a share outstanding throughout
the period)

Net asset value, beginning of period.....$ 14.88 $ 13.49 $ 12.26 $ 11.95 $ 10.82
---------- ---------- ---------- ---------- ----------

Income from investment operations:

Net investment income................ .12 .21 .16 .05 .13

Net realized and unrealized
gains (losses) on investments.......( 1.82) 2.42 3.07 .50 1.99
---------- ---------- ---------- ---------- ----------

Total from investment operations.........( 1.70) 2.63 3.23 .55 2.12
---------- ---------- ---------- ---------- ----------

Less distributions:

Dividends from net investment
income................................( .12) ( .21) ( .16) ( .05) ( .13)

Distributions from net realized
gains on investments................. -- ( 1.03) ( 1.84) ( .18) ( .86)

In excess of net realized gain............ -- -- -- ( .01) --
---------- ----------- ----------- --------- ----------

Total distributions......................( .12) ( 1.24) ( 2.00) ( .24) ( .99)
--------- --------- --------- --------- ---------

Net asset value, end of period...........$ 13.06 $ 14.88 $ 13.49 $ 12.26 $ 11.95
========== ========== ========== ========== ==========

Total Return.............................( 11.47%) 19.66% 26.35% 4.62%(a) 20.05% )
========== ========== ========== ========== ==========

Ratios/Supplemental Data:

Net assets, end of period (000)..........$ 103,730 $ 146,624 $ 61,279 $ 45,730 $ 42,316

Ratios to average net assets:

Expenses, net of waived fees......... 1.24%+ 1.29%+ 1.29%+ 1.67+* 1.65%

Net investment income................ .83% 1.64% 1.18% 1.57%* 1.35%

Management, administration and
shareholder servicing fees
waived............................. .16% .20% .20% .20%* .71%

Expenses paid indirectly............. -- -- .01% .07%* --

Portfolio turnover rate................... 81.56% 55.43% 75.54% 20.49% 70.36%

* Annualized.
(a) Not annualized.
+ Includes expenses paid
indirectly.
</TABLE>

- --------------------------------------------------------------------------------
-17-
810555.1
<PAGE>

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

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

811-8054

DELAFIELD

FUND, INC.

PROSPECTUS

May 1, 1999

Reich & Tang Distributors, Inc.

600 Fifth Avenue
New York, NY 10020
(212) 830-5220

- --------------------------------------------------------------------------------
810555.1
<PAGE>

DELAFIELD FUND, INC. Prospectus
Retail Class May 1, 1999

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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.

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<TABLE>
<CAPTION>

CONTENTS

<S> <C>
Risk/Return Summary: Investments, Risks, Management, Organization and
and Performance.......................... 2 Capital Structure......................... 8
Fee Table..................................4 Shareholder Information.................... 8
Investment Objectives, Principal Dividends, Distributions and Tax
Investment Strategies Consequences.............................. 14
and Related Risks........................5 Distribution Arrangements.................. 15
Financial Highlights....................... 17

</TABLE>

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810554.1

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I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE

Investment Objectives

Principal Investment Strategies

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

Principal Risks

o Since the Fund primarily contains common stocks of domestic issuers, an
investment in the Fund should be made with an understanding of the risks
inherent in an investment in common stocks which may include a susceptibility to
general stock market movements and volatile changes in value. o The value of the
Fund's shares and the securities held by the Fund can each decline in value. o
Loss of money is a risk of investing in the Fund.

Risk/Return Bar Chart and Table

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810554.1
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One Year N/A N/A -11.5%

Five Year N/A N/A 12.5%
Average Annual Total
Returns
S&P 500
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For the period ended
December 31, 1998
One Year
28.6%
Five Year
24.1%

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810554.1
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FEE TABLE
This table describes the fees and expenses that you may pay if you buy and hold
shares in the Fund.

Retail
Class
Management Fees .80%
Distribution and Service (12b-1) Fees .25%
*Other Expenses .43%
Administration Fees .21% ______
Total Fund Operating Expenses 1.48%

* Estimated because there was no money invested in Retail Class shares during
the year ended December 31, 1998.

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

1 year 3 years 5 years 10 years
Institutional Class: $151 $468 $808 $1,768

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810554.1
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II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objectives

Principal Investment Strategies and Related Risks

The Fund may also invest less than 35% of its total assets in debt securities
and preferred stocks which offer a significant opportunity for price
appreciation.

The Fund is to seek to attain its investment objectives principally through
investments in the following securities.

-5-

<PAGE>

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in the Fund should be made with an understanding of the risks inherent in an
investment in common stocks which may include a susceptibility to general stock
market movements and volatile changes in value.

Defensive Position

Portfolio Turnover

Purchases and sales are made for the Fund whenever necessary, in the Manager's
opinion, to meet the Fund's objective. The turnover rate of the Fund for the
fiscal year ended December 31, 1998 was 81.56%. Fund turnover may involve the
payment by the Fund of dealer spreads or underwriting commissions, and other
transaction costs, on the sale of securities, as well as on the investment of
the proceeds in other securities. The greater the portfolio turnover the greater
the transaction costs to the Fund which could have an adverse effect on the
Fund's total rate of return. The
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810554.1
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Fund will minimize portfolio turnover because it will not seek to realize
profits by anticipating short-term market movements and intends to buy
securities for long-term capital appreciation under ordinary circumstances.

Buy/Sell Decisions

Risks

<PAGE>

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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 Manager is unable to
predict what effect, if any, the Year 2000 Problem will have on such issuers.

III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

Pursuant to the Investment Management Contract for the Fund, the Manager manages
the Fund's portfolio of securities and makes the decisions with respect to the
purchase and sale of investments, subject to the general control of the Board of
Directors of the Fund. Under the Investment Management Contract, the Fund will
pay an annual management fee of .80% of the Fund's average daily net assets. The
management fees are accrued daily and paid monthly. The Manager, at its
discretion, may voluntarily waive all or a portion of the Management Fee. Any
portion of the total fees received by the Manager and its past profits may be
used to provide shareholder services and for distribution of Fund Shares.

IV. SHAREHOLDER INFORMATION

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810554.1
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Pricing of Fund Shares

How to Purchase and Redeem Shares

In order to maximize earnings on the Fund, the Fund normally has its assets as
fully invested as is practicable. Many securities in which the Fund invests
require immediate settlement in Funds of Federal Reserve member banks on deposit
at a Federal Reserve bank (commonly known as "Federal Funds"). Shares will be
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.

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810554.1
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The Fund reserves the right to reject any purchase order.

Redemption requests received by the Fund's transfer agent before 4:00 p.m., New
York City time, on any Fund Business Day become effective at 4:00 p.m. that day.

Investments Through Participating Organizations

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810554.1
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<PAGE>

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not undertaken to provide such statements will receive them from the Fund
directly.

Direct Purchase and Redemption Procedures

The following purchase and redemption procedures apply to investors who wish to
invest in the Fund directly. These investors may obtain the subscription order
form necessary to open an account by telephoning the Fund at either 212-830-5220
(within New York State) or at 800-241-3263 (toll free outside New York State).
All shareholders will receive from the Fund a monthly statement listing the
total number of shares of the Fund owned as of the statement closing date,
purchases and redemptions of shares of the Fund during the month covered by the
statement and the dividends paid on shares of the Fund of each shareholder
during the statement period (including dividends paid in cash or reinvested in
additional shares of the Fund). Certificates for Fund shares will not be issued
to an investor.

Initial Purchase of Shares

Mail

Institutional Class share investors may send a check made payable to the Fund
along with a completed subscription order form to:

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

Checks are accepted subject to collection at full value in United States
currency.

Bank Wire

Investors Fiduciary Trust Company

ABA #101003621
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810554.1
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<PAGE>

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Reich & Tang Funds
DDA #890752-955-4
For Delafield Fund, Inc.
Account of (Investor's Name)
Fund Account #
SS #/Tax I.D.#

The investor should then promptly complete and mail the subscription order form.
An investor planning to wire the Fund should instruct his bank early in the day
so the wire transfer can be accomplished 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 4:00 p.m., New York City time, on a Fund Business Day, will be
treated as a Federal Funds payment received on that day.

Subsequent Purchases of Shares

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

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

All payments should clearly indicate the shareholder's account number.

Redemption of Shares

Written Requests

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

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810554.1
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<PAGE>

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

Telephone

Retirement Plans

Under the Internal Revenue Code of 1986 (the "Code"), individuals may make
wholly or partly tax deductible traditional IRA contributions of up to $2,000
annually (married individuals filing joint returns may each contribute up to
$2000 ($4000 in the aggregate), even where one spouse is not working, if certain
other conditions are met),
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810554.1
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<PAGE>

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depending on whether they are active participants in an employer-sponsored
retirement plan and on their income level. Dividends and distributions held in
the account are not taxed until withdrawn in accordance with the provisions of
the Code.

Dividends, Distributions and Tax Consequences

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810554.1
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<PAGE>

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term, may have the effect of deferring losses and/or accelerating the
recognition of gains or losses.

The Fund may invest in securities of foreign issuers and therefore may be
subject to withholding and other similar income taxes imposed by a foreign
country.

V. DISTRIBUTION ARRANGEMENTS
Rule 12b-1 Fees

<PAGE>

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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 Retail and
Administrative Class shares of the Fund only).

<PAGE>

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VI. FINANCIAL HIGHLIGHTS

This financial highlight table is intended to help you understand the financial
performance of the shares of the Fund for the last five years. Certain
information reflects financial results for a single Fund share. All highlights
reflect an investment in Institutional Class shares. Institutional Class shares
were the only class of shares of the Fund in existence until August 18, 1998;
and there was no money invested in Retail Class shares during the year ended
December 31, 1998. All classes have substantially similar annual returns because
the shares are invested in the same portfolio of securities and the annual
returns differ only to the extent that the classes do not have the same
expenses. The total returns in the table represent the rate that an investor
would have earned on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
- --------------------------------------

(for a share outstanding throughout
the period)

Net asset value, beginning of period.....$ 14.88 $ 13.49 $ 12.26 $ 11.95 $ 10.82

Income from investment operations:

Net investment income................ .12 .21 .16 .05 .13

Net realized and unrealized
gains (losses) on investments.......( 1.82) 2.42 3.07 .50 1.99

Total from investment operations.........( 1.70) 2.63 3.23 .55 2.12

Less distributions:

Dividends from net investment
income................................( .12) ( .21) ( .16) ( .05) ( .13)

Distributions from net realized
gains on --
investments.......................... ( 1.03) ( 1.84) ( .18) ( .86)

In excess of net realized gain............ -- -- -- ( .01) --

Total distributions......................( .12) ( 1.24) ( 2.00) ( .24) ( .99)

Net asset value, end of period...........$ 13.06 $ 14.88 $ 13.49 $ 12.26 $ 11.95

Total Return.............................( 11.47%) 19.66% 26.35% 4.62%(a) 20.05%

Ratios/Supplemental Data:

Net assets, end of period (000)..........$ 103,730 $ 146,624 $ 61,279 $ 45,730 $ 42,316

Ratios to average net assets:

Expenses, net of waived fees............. 1.24% 1.29%+ 1.29%+ 1.67%+* 1.65%

Net investment income................ .83% 1.64% 1.18% 1.57%+ 1.35%

Management, administration and
shareholder servicing fees .16%
waived............................. .20% .20% .20%* .71%

Expenses paid indirectly............. -- -- .01% .07%* --

Portfolio turnover rate................... 81.56% 55.43% 75.54% 20.49% 70.36%

* Annualized.
(a) Not annualized.
+ Includes expenses paid
indirectly.

</TABLE>

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810554.1
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<PAGE>

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811-8054

DELAFIELD

FUND, INC.

PROSPECTUS

May 1, 1999

Reich & Tang Distributors, Inc.

600 Fifth Avenue
New York, NY 10020
(212) 830-5220

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810554.1

<PAGE>

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DELAFIELD FUND, INC.

600 Fifth Avenue, New York, NY 10020
(212) 830-5220
================================================================================

STATEMENT OF ADDITIONAL INFORMATION
May 1, 1999
RELATING TO THE DELAFIELD FUND, INC.
PROSPECTUS DATED MAY 1, 1999

This Statement of Additional Information (SAI) is not a Prospectus. The SAI
expands upon and supplements the information contained in the current Prospectus
of Delafield Fund, Inc. (the "Fund"), dated May 1, 1999 and should be read in
conjunction with the Fund's Prospectus.

A Prospectus may be obtained from any Participating Organization or by writing
or calling the Fund toll-free at 1-(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.

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

<TABLE>

Table of Contents
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<S> <C> <C> <C>
Fund History..................................................2 Capital Stock and Other Securities.....................11
Description of the Fund and its Investments and Risks.........2 Purchase, Redemption and Pricing Shares................12
Management of the Fund........................................4 Taxation of the Fund...................................16
Control Persons and Principal Holders of Underwriters...........................................17
Securities ............................................. 6 Calculation of Performance Data........................18
Investment Advisory and Other Services........................7 Financial Statements...................................19
Brokerage Allocation and Other Practices.....................10 Description of Ratings.................................20

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</TABLE>

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810608.2
<PAGE>

I. FUND HISTORY

The Fund was incorporated on October 12, 1993 in the state of Maryland.

II. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS

The Fund is an open-end, diversified management investment company. The Fund's
investment objectives are to seek long-term preservation of capital (sufficient
growth to outpace inflation over an extended period of time) and growth of
capital. No assurance can be given that these objectives will be achieved.
Although not principal strategies, the Manager may enter into the following
types of transactions or invest in the following types of instruments as part of
its investment strategies.

(i) Warrants: The Fund may invest in warrants which entitle the holder to buy
equity securities at a specific price for a specific period of time. Warrants
may be considered more speculative than certain other types of investments in
that they do not entitle a holder to dividends or voting rights with respect to
the securities which may be purchased and do they represent any rights in the
assets of the issuing company. Moreover, the value of a warrant does not
necessarily change with the value of the underlying securities. Also, a warrant
ceases to have value if it is not exercised prior to the expiration date.

(ii) Convertible Securities: The Fund may invest in convertible securities which
may include corporate notes or preferred stock but are ordinarily a long-term
debt obligation of the issuer convertible at a stated exchange rate into common
stock of the issuer. As with all debt securities, the market value of
convertible securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. Convertible securities
generally offer lower interest or dividend yields than non-convertible
securities of similar quality. However, when the market price of the common
stock underlying a convertible security exceeds the conversion price, the price
of the convertible security tends to reflect the value of the underlying common
stock. As the market price of the underlying common stock declines, the
convertible security tends to trade increasingly on a yield basis, and thus may
not depreciate to the same extent as the underlying common stock. Convertible
securities rank senior to common stocks on an issuer's capital structure and are
consequently of higher quality and generally entail less risk than the issuer's
common stock.

(iii) Foreign Securities: Investments may be made in both domestic and foreign
companies. While the Fund has no present intention to invest any significant
portion of its assets in foreign securities, it reserves the right to invest not
more than 15% of the value of its total assets (at the time of purchase and
after giving effect thereto) in the securities of foreign issuers and obligors.

Investments in foreign companies involve certain considerations which are not
typically associated with investing in domestic companies. An investment may be
affected by changes in currency rates and in exchange control regulations. There
may be less publicly available information about a foreign company than about a
domestic company. Foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those
applicable to domestic companies. Foreign stock markets have substantially less
volume than the major U.S. markets and securities of some foreign companies may
be less liquid and more volatile than securities of comparable domestic
companies. There is generally less government regulation of stock exchanges,
brokers and listed companies in foreign countries than in the United States. In
addition, with respect to certain foreign countries, there is a possibility of
expropriation or confiscatory taxation, political or social instability or
diplomatic developments which could affect investments in those countries.
Individual foreign economies may differ favorably or unfavorably from the United
States' economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position.

(iv) Corporate Reorganizations: The Fund may invest in securities for which a
tender or exchange offer has been made or announced and in securities of
companies for which a merger, consolidation, liquidation or reorganization
proposal has been announced if, in the judgment of the Manager, there is
reasonable prospect of capital appreciation significantly greater than the
brokerage and other transaction expenses involved. The primary risk of such
investments is that if the contemplated transaction is abandoned, revised,
delayed or becomes subject to unanticipated uncertainties, the market price of
the securities may decline below the purchase price paid by the Fund.

In general, securities which are the subject of such an offer or proposal sell
at a premium to their historic market price immediately prior to the
announcement of the offer or proposal. However, the increased market price of
such securities may also discount what the stated or appraised value of the
security would be if the

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2
810608.2
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contemplated transaction were approved or consummated. Such investments may be
advantageous when the discount significantly overstates the risk of the
contingencies involved; significantly undervalues the securities, assets or cash
to be received by shareholders of the prospective company as a result of the
contemplated transaction; or fails adequately to recognize the possibility that
the offer or proposal may be replaced or superseded by an offer or proposal of
greater value. The evaluation of such contingencies requires unusually broad
knowledge and experience on the part of the Manager which must appraise not only
the value of the issuer and its component businesses, but also the financial
resources and business motivation of the offerer as well as the dynamics of the
business climate when the offer or proposal is in process.

(v) Repurchase Agreements: When the Fund enters into a repurchase agreement, the
Fund requires the continual maintenance of collateral (to be held by the Fund's
custodian in a segregated account) in an amount equal to, or in excess of, the
vendor's repurchase agreement commitment. The underlying securities are
ordinarily U.S. Treasury or other governmental obligations or high quality money
market instruments. In the event that a vendor defaults on its repurchase
obligation, the Fund might suffer a loss to the extent that the proceeds from
the sale of the collateral are less than the repurchase price. If the vendor
becomes bankrupt, the Fund might be delayed, or may incur costs or possible
losses of principal and income, in selling the collateral. Repurchase agreements
may be entered into with member banks of the Federal Reserve System or "primary
dealers" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities.

(vi) Investment in Small Unseasoned Companies: The Fund may invest up to 5% of
its total assets in small, less well known companies, which (including
predecessors) have operated less than three years. The securities of such
companies may have limited liquidity. The Fund will not invest more than 5% of
its total assets in securities of issuers which together with their predecessors
have a record of less than three years of continuous operations.

(vii) Short Sales: The Fund may make short sales of securities. A short sale is
a transaction in which the Fund sells a security it does not own in anticipation
that the market price of that security will decline. The Fund expects to make
short sales both to obtain capital gains from anticipated declines in securities
and as a form of hedging to offset potential declines in long positions in the
same or similar securities. The short sale of a security is considered a
speculative investment technique. When the Fund makes a short sale, it must
borrow the security sold short and deliver it to the broker-dealer through which
it made the short sale in order to satisfy its obligation to deliver the
security upon conclusion of the sale. The Fund may have to pay a fee to borrow
particular securities and is often obligated to pay over any payments received
on such borrowed securities. The Fund's obligation to replace the borrowed
security will be secured by collateral deposited with the broker-dealer, usually
cash, U.S. Government securities or other liquid high grade debt obligations.
The Fund will also be required to deposit in a segregated account established
and maintained with the Fund's Custodian, liquid assets to the extent necessary
so that the value of both collateral deposits in the aggregate is at all times
equal to the greater of the price at which the security is sold short or 100% of
the current market value of the security sold short. Depending on arrangements
made with the broker-dealer from which it borrowed the security, the Fund may
not receive any payments (including interest) on its collateral deposited with
such broker-dealer. If the price of the security sold short increases between
the time of the short sale and the time the Fund replaces the borrowed security,
the Fund will incur a loss. Although the Fund's gain is limited to the price at
which it sold the security short, its potential loss is theoretically unlimited.
The market value of the securities sold short of any one issuer will not exceed
either 5% of the Fund's total assets or 5% of such issuer's voting securities.
The Fund will not make a short sale if, after giving effect to such sale, the
market value of all securities sold short exceeds 20% of the value of its assets
or the Fund's aggregate short sales "against the box" without respect to such
limitations. In this type of short sale, at the time of the sale, the Fund owns
or has the immediate and unconditional right to acquire at no additional cost
the security.

Investment Restrictions

The Fund has adopted the following fundamental investment restrictions. These
restrictions 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) Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with any permitted borrowing.

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810608.2
<PAGE>

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(2) Borrow Money. This restriction shall not apply to: (i) short-term credits
from banks as may be necessary for the clearance of purchases and sales of
securities, and (ii) borrowings from banks for temporary or emergency (not
leveraging) purposes, including the meeting of redemption requests that might
otherwise require the untimely disposition of securities, in an amount up to 15%
of the value of the Fund's total assets (including the amount borrowed) 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) 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.

(4) Invest more than 25% of its total assets in the securities of "issuers" in
any single industry.

(5) Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests, but this shall not
prevent the Fund from investing obligations secured by real estate or interests
in real estate or other mineral exploration or development programs.

(6) Make loans, except through the purchase of debt securities, and by entry
into repurchase agreements.

(7) Acquire securities that are not readily marketable or repurchase agreements
calling for resale within more than seven days if, as a result thereof, more
than 15% of the value of its net assets would be invested in such illiquid
securities.

(8) Invest in securities of other investment companies, except (i) 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 and (ii) further excepted as permitted by Section 12(d)
of the 1940 Act.

(9) Pledge, mortgage, assign or encumber any of the Fund's assets except to the
extent necessary to secure a borrowing permitted by clause (2) made with respect
to the Fund.

(10) Purchase the securities of any one issuer, other than the U.S. Government
or any of its agencies or instrumentalities, if immediately after such purchase
more than 5% of the value of its total assets would be invested in such issuer
or the Fund would own more than 10% of the outstanding voting securities of
such issuer, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such 5% and 10% limitations.

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, has employed the Manager to serve as investment
manager of the Fund. 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.
Directors deemed to be "interested persons" of the Fund for the purposes of the
1940 act are indicated by an asterisk.

J. Dennis Delafield,* 63 - Chairman, Chief Executive Officer and a Director of
the Fund, is Managing Director of the Delafield Asset Management Division of the
Manager, with which he has been associated since September 1993. From December
1991 to September 1993, Mr. Delafield, acting as an investment adviser, was a
Managing Director of Reich & Tang L.P. and an officer of Reich & Tang, Inc.;
from October 1979 to December 1991, was president and Director of Delafield
Asset Management, Inc.

Vincent Sellecchia, 47 - President of the Fund, is Managing Director of the
Delafield Asset Management Division of the Manager, with which he has been
associated since September 1993. From December 1991 to September 1993, Mr.
Sellecchia, acting as an investment adviser, was Vice President of Reich & Tang
L.P. and an officer of Reich & Tang, Inc.; from October 1980 to December 1991,
was Vice President, Director of Investment Analysis for Delafield Asset
Management, Inc.

Dr. W. Giles Mellon, 67 - Director of the Fund, has been 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

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810608.2
<PAGE>

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07102. Dr. Mellon is a Director/Trustee of 14 other funds in the Reich & Tang
Fund Complex and a Director of Pax World Money Market Fund, Inc.

Robert Straniere, 56 - Director of the Fund, has been a member of the New York
State Assembly and a partner with The Straniere Law Firm since 1981. His address
is 182 Rose Avenue, Staten Island, New York 10306. Mr. Straniere is a
Director/Trustee of 14 other funds in the Reich & Tang Fund Complex, a Director
of Pax World Money Market Fund, Inc., and Director of Life Cycle Mutual Funds,
Inc.

Dr. Yung Wong, 59 - 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 14 other funds in the Reich & Tang Fund
Complex and a Director of Pax World Money Market Fund, Inc. 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 16
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 - Vice President and 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 14 other funds in the Reich & Tang Fund Complex, and a Vice
President and Secretary of 4 funds in the Reich & Tang Fund Complex. Ms. Finn is
Secretary of Pax World Money Market Fund, Inc.

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 16 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 has been
associated with from June 1986. Ms. Holtzer is also Assistant Treasurer of 17
other funds in the Reich & Tang Fund Complex.

The Fund paid an aggregate remuneration of $7,500 to its directors with respect
to the period ended December 31, 1998, all of which consisted of directors' fees
paid to the three disinterested directors, pursuant to the terms of the
Investment Management Contract.

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5
810608.2
<PAGE>

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Compensation Table
<TABLE>
<CAPTION>

Pension or Retirement Total Compensation from Fund
Name of Person, Aggregate Compensation Benefits Accrued as Part of Estimated Annual Benefits and Fund Complex Paid to
Position from the Fund Fund Expenses upon Retirement Directors*
- ------------------ ----------------------- --------------------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Dr. W. Giles Mellon, $2,500 0 0 $54,500 (14 Funds)
Director

Robert Straniere, $2,500 0 0 $54,500 (14 Funds)
Director

Dr. Yung Wong, $2,500 0 0 $54,500 (14 Funds)
Director
</TABLE>

* The total compensation paid to such persons by the Fund and Fund Complex for
the fiscal year ending December 1998. The parenthetical number represents
the number of investment companies (including the Fund) from which such
person receives compensation that are considered part of the same Fund
complex as the Fund, because, among other things, they have a common
investment advisor.

IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On January 31, 1999 there were 7,696,820 Institutional; 0 Retail and 0
Administrative Class shares of the Fund outstanding. As of January 31, 1999, the
amount of shares owned by all officers and directors of the Fund, as a group,
was 7.80% 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 January
31, 1998:

Name and Address % of Class Nature of Ownership
- ------------------------ ------------- ----------------------

Institutional Class

Charles Schwab and Co. 19.67% Record
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services Corp. 7.35% Record
One World Financial Center
200 Liberty Street
New York, N.Y. 10281-1003

J. Dennis Delafield 6.11% Beneficial
c/o Delafield Asset Management
600 Fifth Avenue
New York, N.Y. 10020

Retail Class
None

Administrative Class
None

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6
810608.2
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V. INVESTMENT ADVISORY AND OTHER SERVICES

The Investment Manager for the Fund is the Delafield Asset Management Division
of 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 January 31, 1999, investment manager, adviser, or supervisor with
respect to assets aggregating in excess of $13.0 billion. In addition to the
Fund, the Manager acts as investment manager and administrator of seventeen
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, replaces
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"). Also, 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 with assets of $330.6 billion at
December 31, 1997. MetLife provides a wide range of insurance and investment
products and services to individuals and groups and is the leader among United
States life insurance companies in terms of total life insurance in force, which
totaled $1.7 trillion at December 31, 1997 for MetLife and its insurance
affiliates.

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.

J. Dennis Delafield is an affiliated person of both the Fund and the Manager by
virtue of being a five percent holder of the Fund and an officer of the Manager.

On November 28, 1995, the Board of Directors, including a majority of the
directors who are not interested persons (as defined in the 1940 Act) of the
Fund or the Manager, approved a new Investment Management Contract effective
August 30, 1996, which has been extended to July 31, 1999. The contract 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

- --------------------------------------------------------------------------------
7
810608.2
<PAGE>

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

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 Fund will pay an annual
management fee of .80% of each class' average daily net assets. The Manager, at
its discretion, may voluntarily waive all or a portion of the management fee.
The fees are accrued daily and paid monthly. Any portion of the total fees
received by the Manager may be used by the Manager to provide shareholder
services and for distribution of Fund shares. With regard to the Fund's
Institutional shares, for the Fund's fiscal years December 31, 1996; 1997 and
1998 the Manager received investment management fees totaling $419,025; $839,165
and $1,100,927, respectively. The Manager has not received any fees with regard
to the Retail or Administrative Classes.

The Manager at its discretion 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.

Investment management fees and operating expenses which are attributable to all
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 Retail Class and
Administrative Class shareholders pursuant to the Plan shall be compensated by
the Distributor from its shareholder servicing fee. Expenses incurred in the
distribution of Institutional Class shares and the servicing of Institutional
Class shares shall be paid by the Manager.

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 bookkeeping and 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. The Manager, at its discretion, may voluntarily waive all
or a portion of the administrative services fee. For its services under the
Administrative Services Contract, the Manager receives from the Fund a fee equal
to .21% per annum of the Fund's average daily net assets. The following
administrative fee information refers to the Institutional Class only. For the
Fund's fiscal year ended December 31, 1996; 1997 and 1998 the fee payable to the
Manager under the Administrative Services Contract was $109,994; $220,281 and
$288,993, respectively.

Expense Limitation

The Manager has agreed, pursuant to the Investment Management Contract, 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. As a result of the passage of the National Securities
Improvement Act of 1996, all state expense limitations have been eliminated.

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8
810608.2
<PAGE>

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Distribution And Service Plan

The Fund's distributor is Reich & Tang Distributors, Inc., a Delaware
corporation with principal offices at 600 Fifth Avenue, New York, New York
10020. Pursuant to Rule 12b-1 under the 1940 Act, the SEC has required that an
investment company which bears any direct or indirect expense of distributing
its shares must do so only in accordance with a plan permitted by 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 Retail and
Administrative Class shares only) with Reich & Tang Distributors, Inc. (the
"Distributor"), as distributor of the Fund's shares. Prior to August 18, 1998
the Fund and the Distributor had entered into a Distribution Plan and
Shareholder Servicing Agreement with regard to the Institutional Class shares
(which were then the only class of shares of the Fund). Effective August 18,
1998 the Fund and the Distributor entered into a new Distribution Agreement and
a new Shareholder Servicing Agreement, only with respect to the Administrative
Class and Retail Class of the Fund.

Under the Shareholder Servicing Agreement, the Distributor receives from the
Fund a service fee equal to .25% per annum of the Fund's Retail and
Administrative Class shares average daily net assets (the "Service Fee"). The
service fee is in exchange for providing personal shareholder services and for
the maintenance of shareholder accounts. The Service Fee is accrued daily and
paid monthly and any portion of the Service Fee may be deemed to be used by the
Distributor for payments to Participating Organizations with respect to
servicing their clients or customers who are shareholders of the Fund. The
Institutional Class shareholders will not receive the benefit of such services
from Participating Organizations and, therefore, will not be assessed a
Shareholder Servicing Fee.

For the Fund's fiscal year ended December 31, 1996, the Fund paid a distribution
fee of $24,339 for expenditures pursuant to the Plan. During such time, the Fund
accrued shareholder servicing fees of $130,945, of which $106,606 was
voluntarily and irrevocably waived, and the Manager made payments from its own
resources aggregating $2,802 of which $376 was spent on sales personnel and
related expenses of the Manager, $89 was spent on travel and entertainment,
$2,331 was spent on prospectus and application printing and $5 was spent on
miscellaneous expenses. For the Fund's fiscal year ended December 31, 1997, the
Fund paid a distribution fee of $52,448 for expenditures pursuant to the Plan.
During such time, the Fund accrued shareholder servicing fees of $262,239, of
which $209,791 was voluntarily and irrevocably waived, and the Manager made
payments from its own resources aggregating $37,191 of which $558 was spent on
sales personnel and related expenses of the Manager, $1,099 was spent on travel
and entertainment, $35,404 was spent on prospectus, application and
miscellaneous printing and $130 was spent on miscellaneous expenses. For the
Fund's fiscal year ended December 31, 1998, the Fund paid a distribution fee of
$19,822 for expenditures pursuant to the Plan. During such time, the Fund
accrued shareholder servicing fees of $246,116, of which $226,294 was
voluntarily and irrevocably waived, and the Manager made payments from its own
resources aggregating $35,419 of which $182 was spent on sales personnel and
related expenses of the Manager, $0 was spent on travel and entertainment,
$17,733 was spent on prospectus, application and miscellaneous printing and $0
was spent on miscellaneous expenses.

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 Agreements 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
Administrative and Retail Class 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 Fund's Class'
shares' average daily net assets.

The Plan provides that the Manager may make payments from time to time from
their 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 Administrative and Retail Class 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

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9
810608.2
<PAGE>

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

Shareholder Servicing Fee with respect to Administrative and Retail Class shares
and past profits for the purpose 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 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 least quarterly, written reports
setting forth all amounts expended for distribution purposes by the Fund and the
Distributor pursuant to the Plan and identifying the distribution activities for
which those expenditures were made.

The Plan provides that it will remain in effect until July 31, 1999. Thereafter
it may continue in effect for successive annual periods commencing August 1,
provided it is approved by the Administrative and Retail Class 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
Administrative and Retail Class 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 Administrative
and Retail Class 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 agent 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.

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 Manager makes the Fund's portfolio decisions and determines the broker to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission and the best price obtainable on
each transaction (generally defined as best execution). When consistent with the
objective of obtaining best execution, brokerage may be directed to persons or
firms supplying investment information to the Manager or portfolio transactions
may be effected by the Manager. Neither the Fund nor the Manager has entered
into agreements or understandings with any brokers regarding the placement of
securities transactions because of research services they provide. To the extent
that such persons or firms supply investment information to the Manager for use
in rendering investment advice to the Fund, such information may be supplied at
no cost to the Manager and, therefore, may have the effect of reducing the
expenses of the Manager in rendering advice to the Fund. While it is impossible
to place an actual dollar value on such investment information, its receipt by
the Manager probably does not reduce the overall expenses of the Manager to any
material extent. Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best execution,
the Manager may consider sales of shares of the Fund as a factor in the
selection of brokers to execute portfolio transactions for the Fund.

The investment information provided to the Manager is of the type described in
Section 28(e) of the Securities Exchange Act of 1934 and is designed to augment
the Manager's own internal research and investment strategy capabilities.
Research services furnished by brokers through which the Fund effects securities
transactions are used by the Manager in carrying out its investment management
responsibilities with respect to all its clients' accounts. There may be
occasions where the transaction cost charged by a broker may be greater than
that which another broker may charge if the Manager determines in good faith
that the amount of such transaction cost is reasonable in relation to the value
of brokerage and research services provided by the executing broker.

The Fund may deal in some instances in securities which are not listed on a
national securities exchange but are traded in the over-the-counter market. It
may also purchase securities which are listed through the third market. Where

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10
810608.2
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transactions are executed in the over-the-counter market or the third market,
the Fund will seek to deal with the primary market makers; but when necessary in
order to obtain best execution, it will utilize the services of others. In all
cases the Fund will attempt to negotiate best execution.

The Distributor may from time to time effect transactions in the Fund's
portfolio securities. In such instances, the placement of orders with the
Distributor would be consistent with the Fund's objective of obtaining best
execution. With respect to orders placed with the Distributor for execution on a
national securities exchange, commissions received must conform to Section
17(e)(2)(A) of the Investment Company Act of 1940 (the "1940 Act"), as amended,
and Rule 17e-1 thereunder, which permit an affiliated person of a registered
investment company (such as the Fund) to receive brokerage commissions from such
registered investment company provided that such commissions are reasonable and
fair compared to commissions received by other brokers in connection with
comparable transactions involving similar securities during a comparable period
of time. In addition, pursuant to Section 11(a) of the Securities Exchange Act
of 1934, the Distributor is restricted as to the nature and extent of the
brokerage services it may perform for the Fund. The Securities and Exchange
Commission has adopted rules under Section 11(a) which permit a distributor to a
registered investment company to receive compensation for effecting, on a
national securities exchange, transactions in portfolio securities of such
investment company, including causing such transactions to be transmitted,
executed, cleared and settled and arranging for unaffiliated brokers to execute
such transactions. To the extent permitted by such rules, the Distributor may
receive compensation relating to transactions in portfolio securities of the
Fund provided that the Fund enters into a written agreement, as required by such
rules, with the Distributor authorizing it to retain compensation for such
services. Transactions in portfolio securities placed with the Distributor which
are executed on a national securities exchange must be effected in accordance
with procedures adopted by the Board of Directors of the Fund pursuant to Rule
17e-1.

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.

For the fiscal years ended December 31, 1996, 1997 and 1998, the Fund paid
aggregate brokerage commissions of $118,692; $155,671 and $330,182,
respectively. Of those amounts $48,305; $96,011 and $188,803, respectively, was
paid to the Distributor, an affiliated person of the Fund. The reason for the
increase in the amount of commissions paid in 1998 is increased trading activity
of the Fund. For the fiscal year ended December 31, 1998, the Distributor
received 57% of the brokerage commissions paid by the Fund and effected 79% of
the transactions involving the payment of commissions. The reason for the
difference in the foregoing percentages is that the Distributor charges the Fund
a below market rate for executing its trades.

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
stock, one for each of the portfolios that may be created. Except as noted
below, each share when issued will have equal dividend, distribution and
liquidation rights within the series for which it was issued, and each
fractional share has rights in proportion to the percentage it represents of a
whole share. Generally, all shares will be voted in the aggregate, except if
voting by Class is required by law or the matter involved affects only one
Class, in which case shares will be voted separately by Class. 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 affected series. There are no
conversion or preemptive rights in connection with any shares of the Fund. All
shares when issued in accordance with the terms of the offering will be fully
paid and non-assessable. Shares of the Fund are redeemable at net asset value,
at the option of the shareholders.

The Fund is subdivided into three classes of common stock: Institutional Class,
Administrative Class and Retail Class. Each share, regardless of class, will
represent an interest in the same portfolio of investments and will have
identical voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications, designations and terms and
conditions, except that: (i) the Institutional Class, Administrative Class and
Retail Class shares will have different class designations; (ii) only the Retail
and Administrative Class shares will be assessed a service fee of .25% of the
average daily net assets of the Retail and Administrative Class shares of the
Fund pursuant to the Rule 12b-1 Distribution and Service Plan of the Fund; and
(iii) only the holders of the Retail and Administrative Class shares would be
entitled to vote on matters pertaining to the Plan and any related agreements in
accordance with provisions of Rule 12b-1. 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 dividend/distributions.

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11
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calculated and charged daily to the appropriate class prior to determining daily
net asset value per share and dividend/distributions.

Under its Articles of Incorporation the Fund has the right to redeem, for cash,
shares of the Fund 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 any concentration of share ownership whgich would cause the Fund to
become a "personal holding company" for Federal income tax pusposes. 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, and,
in that event, the holders of the remaining shares will not be able to elect any
person or persons to the Board of Directors. The Fund's By-laws provide the
holders of one-third of the outstanding shares of the Fund present at a meeting
in person or by proxy will constitute a quorum for the transaction of business
at all meetings.

VIII. PURCHASE, REDEMPTION AND PRICING SHARES

In order to maximize earnings on the Fund, the Fund normally has its assets as
fully invested as is practicable. Many securities in which the Fund invests
require immediate settlement in Funds of Federal Reserve member banks on deposit
at a Federal Reserve bank (commonly known as "Federal Funds"). Shares will be
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.

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12
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<PAGE>

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practicable for the Fund fairly to determine the value of its net assets, or for
such other period as the SEC may by order permit for the protection of the
shareholders of the Fund.

Redemption requests received by the Fund's transfer agent before 4:00 p.m., New
York City time, on any Fund Business Day become effective at 4:00 p.m. that day.

Investments Through Participating Organizations

Direct Purchase and Redemption Procedures

Initial Purchase of Shares

Mail

Institutional Class share investors may send a check made payable to the Fund
along with a completed subscription order form to:

Delafield Fund, Inc.

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<PAGE>

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c/o Reich & Tang Funds
600 Fifth Avenue, 8th Floor
New York, New York 10020

Checks are accepted subject to collection at full value in United States
currency.

Bank Wire

Investors Fiduciary Trust Company

ABA #101003621
Reich & Tang Funds
DDA #890752-955-4
For Delafield Fund,
Inc.
Account of (Investor's Name)
Fund Account # ______________
SS #/Tax I.D.# ______________

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

Subsequent Purchases of Shares

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

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

All payments should clearly indicate the shareholder's account number.

Redemption of Shares

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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:

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

Telephone

Retirement Plans

Under the Internal Revenue Code of 1986 (the "Code"), individuals may make
wholly or partly tax deductible traditional IRA contributions of up to $2,000
annually (married individuals filing joint returns may each contribute up to
$2,000 ($4,000 in the aggregate), even where one spouse is not working, if
certain other conditions are met), depending on whether they are active
participants in an employer-sponsored retirement plan and on their income level.
Dividends and distributions held in the account are not taxed until withdrawn in
accordance with the provisions of the Code.

Beginning January 1, 1998, investors satisfying statutory income level
requirements may make non-deductible contributions of up to $2,000 annually to a
Roth IRA, distributions from which are not subject to tax if a statutory
five-year holding period requirement is satisfied. The Fund also makes available
Education IRAs. Education IRAs permit eligible individuals to contribute up to
$500 per year per beneficiary under 18 years old. Distributions from an
Education IRA are generally excluded from income when used for qualified higher
education expenses. Consult your tax advisor.

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Net Asset Value

The Fund determines the net asset value per share of the Fund (computed
separately for each Class of shares) of the Fund as of 4:00 p.m., New York City
time, by dividing the value of the Fund's net assets (i.e., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued but excluding capital stock and surplus) by the number of shares
outstanding of the Fund at the time the determination is made. The Fund
determines its net asset value on each Fund Business Day. Fund Business Day for
this purpose means any day on which the New York Stock Exchange is open for
trading. Purchases and redemptions will be effected at the time of determination
of net asset value next following the receipt of any purchase or redemption
order. The Fund may have portfolio securities that are primarily listed on
foreign exchanges that trade on weekdays or other days when the Fund does not
price its shares, and thus the Fund's shares may change on days when
Shareholders will not be able to purchase or redeem the Fund's Shares.

The Fund's portfolio securities for which market quotations are readily
available are valued at market value. All other investment assets of the Fund
are valued in such manner as the Board of Directors of the Fund in good faith
deems appropriate to reflect their fair value.

IX. TAXATION OF THE FUND

Federal Income Taxes

The Fund intends to continue to qualify to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). To qualify as a regulated investment company, the Fund must distribute
to shareholders at least 90% of its investment company taxable income (which
includes, among other items, dividends, taxable interest and the excess of net
short-term capital gains over net long-term capital losses), and meet certain
diversification of assets, source of income, and other requirements of the Code.
By meeting these requirements, the Fund generally will not be subject to Federal
income tax on its investment company taxable income and net capital gains (the
excess of net long-term capital gains over net short-term capital losses)
designated by the Fund as capital gain dividends and distributed to
shareholders. If the Fund does not meet all of these Code requirements, it will
be taxed as an ordinary corporation and its distributions will generally be
taxed to shareholders as ordinary income. In determining the amount of net
capital gains to be distributed, any capital loss carryover from prior years
will be applied against capital gains to reduce the amount of distributions
paid.

Amounts, other than tax-exempt interest, not distributed on a timely basis in
accordance with a calendar year distribution requirement may be subject to a
nondeductible 4% of excise tax. To prevent imposition of the excise tax, the
Fund must distribute for the calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar year, (2) at least 98% of the excess of its capital gains over capital
losses (adjusted for certain losses) for the one-year period ending December 31
of such year, and (3) all ordinary income and capital gain net income (adjusted
for certain ordinary losses) for previous years that were not distributed during
such years.

Distributions of investment company taxable income generally are taxable to
shareholders as ordinary income. Distributions from the Fund may be eligible for
the dividends-received deduction available to corporations. However, dividends
received by the Fund that are attributable to foreign corporations will not be
eligible for the dividends-received deduction, since that deduction is generally
available only with respect to dividends paid by domestic corporations. In
addition, the dividends-received deduction will be disallowed for shareholders
who do not hold their shares in the Fund for at least 45 days during the 90 day
period beginning 45 days before a share in the Fund becomes ex dividend with
respect to such dividend.

Distributions of net capital gains, if any, designated by the Fund as capital
gain dividends are taxable to shareholders as long-term capital gains,
regardless of the length of time the Fund's shares have been held by the
shareholder. All distributions are taxable to the shareholder whether reinvested
in additional shares or received in cash. Shareholders will be notified annually
as to the Federal tax status of distributions.

Investors should be careful to consider the tax implications of buying shares
just prior to a distribution by the Fund. The price of shares purchased at that
time includes the amount of the forthcoming distribution. Distributions by the

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810608.2
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Fund reduce the net asset value of the Fund's shares, and if a distribution
reduces the net asset value below a stockholder's cost basis, such distribution,
nevertheless, would be taxable to the shareholder as ordinary income or capital
gain as described above, even though, from an investment standpoint, it may
constitute a partial return of capital.

Upon the taxable disposition (including a sale or redemption) of shares of the
Fund, a shareholder may realize a gain or loss depending upon its basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands. Such gain or loss will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares. Non-corporate shareholders are subject to tax at a
maximum rate of 20% on capital gains resulting from the disposition of shares
held for more than 12 months (10% if the taxpayer is, and would be after
accounting for such gains, subject to the 15% tax bracket for ordinary income).
However, a loss realized by a shareholder on the disposition of Fund shares with
respect to which capital gains dividends have been paid will, to the extent of
such capital gain dividends, also be treated as long-term capital loss if such
shares have been held by the shareholder for six months or less. Further, a loss
realized on a disposition will be disallowed to the extent the shares disposed
of are replaced (whether by reinvestment of distributions or otherwise) within a
period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. Shareholders receiving distributions in
the form of additional shares will have a cost basis for Federal income tax
purposes in each share received equal to the net asset value of a share of the
Fund on the reinvestment date.

Under certain circumstances, the sales charge incurred in acquiring shares of
the Fund may not be taken into account in determining the gain or loss on the
disposition of those shares. This rule applies where shares of the Fund are
exchanged within 90 days after the date they were purchased and new shares of
the Fund are acquired without sales charge or at a reduced sales charge. In that
case, the gain or loss recognized on the exchange will be determined by
excluding from the tax basis of the shares exchanged all or a portion of the
sales charge incurred in acquiring those shares. This exclusion applies to the
extent that the otherwise applicable sales charge with respect to the newly
acquired shares is reduced as a result of having incurred the sales charge
initially. Instead, the portion of the sales charge affected by this rule will
be treated as a sales charge paid for the new shares.

Under the Code, gains or losses attributable to fluctuations in exchange rates
which occur between the time the Fund accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency and the
time the Fund actually collects such receivables or pays such liabilities
generally are treated as ordinary income or ordinary loss. Similarly, on
disposition of debt securities denominated in a foreign currency and on
disposition of certain forward contracts, gains or losses attributable to
fluctuations in the value of foreign currency between the date of acquisition of
the security or contract and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, may increase, decrease, or eliminate the amount
of the Fund's investment company taxable income to be distributed to its
shareholders as ordinary income.

Income received by the Fund from sources within foreign countries may be subject
to withholding and other similar income taxes imposed by the foreign country.
The Fund does not expect to be eligible to elect to allow shareholders to claim
such foreign taxes or a credit against their U.S. tax liability.

The Fund is required to report to the Internal Revenue Service ("IRS") all
distributions to shareholders except in the case of certain exempt shareholders.
Distributions by the Fund (rather than distributions to exempt shareholders) are
generally subject to withholding of Federal income tax at a rate of 31% ("backup
withholding") if (1) the shareholder fails to furnish the Fund with and to
certify the shareholder's correct taxpayer identification number or social
security number, (2) the IRS notifies the Fund or a shareholder that the
shareholder has failed to report properly certain interest and dividend income
to the IRS and to respond to notices to that effect, or (3) when required to do
so, the shareholder fails to certify that he or she is not subject to backup
withholding. If the withholding provisions are applicable, any such
distributions (whether reinvested in additional shares or taken in cash) will be
reduced by the amounts required to be withheld.

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17
810608.2
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The foregoing discussion relates only to Federal income tax law as applicable to
U.S. persons (i.e., U.S. citizens and residents and U.S. domestic corporations,
partnerships, trusts and estates). Distributions by the Fund also may be subject
to state and local taxes, and the treatment of distributions under state and
local income tax laws may differ from the Federal income tax treatment.
Shareholders should consult their tax advisors with respect to particular
questions of Federal, state and local taxation. Shareholders who are not U.S.
persons should consult their tax advisors regarding U.S. foreign tax
consequences of ownership of shares of the Fund, including the likelihood that
distributions to them would be subject to withholding of U.S. tax at a rate of
30% (or at a lower rate under a tax treaty).

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, 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 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 would 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 as dealers pursuant to
state law.

XI. CALCULATION OF PERFORMANCE DATA

The Fund may from time to time include its yield, total return, and average
annual total return in advertisements or information furnished to present or
prospective shareholders on behalf of each class and computed separately for
each class of shares. The performance of each class of shares may vary due to
variations in expenses of each class of shares. The Manager may also includes
performance information in such advertisements or information furnished to
current or prospective shareholders regarding Mr. Delafield's personal
investment performance since 1969 when he began managing investments for clients
with similar objectives as the Fund's and before Mr. Delafield joined the
Manger's predecessor, Reich & Tang L.P., in 1991. The Fund may also from time to
time include in advertisements the ranking of those performance figures relative
to such figures for groups of mutual funds categorized by the Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc., Morningstar Inc.,
Wiesenberger Investment Company Service, Barron's, Business Week, Changing
Times, Financial World, Forbes, Fortune, Money, Personal Investor, Bank Rate
Monitor, and The Wall Street Journal as having the same investment objectives.
The performance of the Fund may also be compared to the Europe, Australia and
Far East Index, an unmanaged standard foreign securities index monitored by
Capital International, S.A. and to the Standard & Poor's 500 Stock Index and the
Dow Jones Industrial Average, both of which are recognized indices of domestic
stocks' performance.

Average annual total return is a measure of the average annual compounded rate
of return of $1,000 invested at the maximum public offering price over a
specified period, which assumes that any dividends or capital gains
distributions are automatically reinvested in the Fund rather than paid to the
investor in cash. Total return is calculated with the same assumptions and shows
the aggregate return on an investment over a specified period.

The formula for total return used by the Fund includes three steps: (1) adding
to the total number of shares purchased by the hypothetical investment in the
portfolio all additional shares that would have been purchased if all dividends
and distributions paid or distributed during the period had been automatically
reinvested; (2) calculating the value of the hypothetical initial investments as
of the end of the period by multiplying the total number of shares owned at the
end of the period by the net asset value per share on the last trading day of
the period; and (3) dividing this account value for the hypothetical investor by
the amount of the initial investment and annualizing the result for periods of
less than one year.

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The Fund computes yield by annualizing net investment income in a particular
class per share for a recent 30-day period and dividing that amount by a Fund's
share's maximum public offering price (reduced by any undeclared earned income
expected to be paid shortly as a dividend) on the last trading day of that
period. The Fund's yield will vary from time to time depending upon market
conditions, the composition of the Fund and operating expenses of the Fund.

Total return and yield may be stated with or without giving effect to any
expense limitations in effect for the Fund.

The Fund's Annual Report to shareholders will contain information regarding the
Fund's Performance and, when available, will be provided without charge, upon
request.

XII. FINANCIAL STATEMENTS

The audited financial statements for the Fund for the fiscal year ended December
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.

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DESCRIPTION OF RATINGS*

Moody's Investors Service, Inc. ("Moody's")

Aaa: Bonds which are rated Aaa are judged to be 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 fluctuations 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.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Unrated: Where no rating has been assigned or where a
rating has been suspended or withdrawn, it may be for reasons unrelated to the
quality of the issue.

Should no rating be assigned, the reason may be one of the following:

An application for rating was not received or accepted.

1. The issue or issuer belongs to a group of securities that are not rated as a
matter of policy.

2. There is a lack of essential data pertaining to the issue or issuer.

3. The issue was privately placed, in which case the rating is not published in
Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols Aa-1,
A-1, Baa-1 and B-1.

* As described by the rating agencies.

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Standard & Poor's Rating Services, a division of the McGraw-Hill Companies
("S&P")

AAA: Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

A: Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in the highest rated
categories.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher rated categories.

BB, B, CCC, CC, C: Bonds rated BB, B, CCC, CC and C are regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of this obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
bonds will likely have some quality and protective characteristics, they are
outweighed by large uncertainties of major risk exposures to adverse conditions.

C1: The rating C1 is reserved for income bonds on which no interest is being
paid.

D: Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

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

NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.

Fitch Investors Service, Inc.

AAA: Securities in this category are considered to be investment grade and of
the highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA: Securities in this category are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as securities rated
"AAA." As securities rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-term debt of
these issuers is generally rated "F-1+."

A: Securities in this category are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than securities with higher ratings.

BBB: Securities in this category are considered to be investment grade and of
satisfactory quality. The obligor's ability to pay interest and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore, impair timely payment.

BB: Securities are considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic changes.
However, business and financial alternatives can be identified, which could
assist the obligor in satisfying its debt service requirements.

B: Securities are considered highly speculative. While securities in this class
are currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC: Securities have certain identifiable characteristics that, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Securities are minimally protected. Default in payment of interest and/or
principal seems probable over

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time.

C: Securities are in imminent default in payment of interest or principal.

DDD, DD, and D: Securities are in default on interest and/or principal payments.
Such securities are extremely speculative and should be valued on the basis of
their ultimate recovery value in liquidation or reorganization of the obligor.
"DDD" represents the highest potential for recovery on these securities, and "D"
represents the lowest potential for recovery.

Plus (+) or Minus (-): The ratings from AA to C (i.e. five categories below BBB)
may be modified by the addition of a plus or minus sign to indicate the relative
position of a credit within the rating category.

NR: Indicates that Fitch does not rate the specific issue.

Conditional: A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.

Duff & Phelps Credit Rating Co.

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA: High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.

A: Protection factors are average but adequate. However, risk factors are more
variable and greater in periods of economic stress.

BBB: Below-average protection factors but within the definition of investment
grade securities but still considered sufficient for prudent investment.
Considerable variability in risk during economic cycles.

BB+, BB, BB-: Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B+, B, B-: Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.

CCC: Well below investment-grade securities. Considerable uncertainty exists as
to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

DD: Defaulted debt obligations. Issuer failed to meet scheduled principal and/or
interest payments.

DP: Preferred stock with dividend arrearages.

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PART C - OTHER INFORMATION
Item 23. Exhibits

(a) Articles of Incorporation of the Registrant (originally filed
with Pre-Effective Amendment No. 1 on Form N-1A to Registration
Statement No. 33-69760 on November 15, 1993, re-filed for Edgar
purposes only with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein).

(b) By-Laws of the Registrant (originally filed with Pre-Effective
Amendment No. 1 on Form N-1A to Registration Statement No.
33-69760 on November 15, 1993, re-filed for Edgar purposes only
with PEA No. 6 on June 17, 1998,and is incorporated by reference
herein).

(c) Form of certificate for shares of Common Stock, par value $.001
per share, of the Registrant (originally filed with Pre-Effective
Amendment No. 1 on Form N-1A to Registration Statement No.
33-69760 on November 15, 1993, re-filed for Edgar purposes only
with PEA No. 6 on June 17, 1998,and is incorporated by reference
herein).

(d) Form of Investment Management Contract between the Registrant and
Reich & Tang Asset Management L.P. (Filed with Post-Effective
Amendment No. 4 on Form N-1A to Registration Statement No.
33-69760 on April 23, 1997, and is incorporated by reference
herein).

(e) Form of Distribution Agreement between the Registrant and Reich &
Tang Distributors Inc. (Filed with Post-Effective Amendment No. 5
on Form N-1A to Registration Statement No. 33-69760 on April
29,1998, and is incorporated by reference herein).

(f) Not applicable.

(g) Form of Custody Agreement between the Registrant and Investors
Fiduciary Trust Company (Originally filed with Post-Effective
Amendment No. 2 on Form N-1A to Registration Statement No.
33-69760 on January 31, 1995, re-filed for Edgar purposes only
with PEA No. 6 on June 17, 1998, and is incorporated by reference
herein).

(h) Form of Sub-Transfer Agency Agreement Between Registrant and
Investors Fiduciary Trust Company (Originally filed with
Post-Effective Amendment No. 2 on Form N-1A to Registration
Statement No. 33-69760 on January 31, 1995, re-filed for Edgar
purposes only with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein).

(i) Opinion of Battle Fowler LLP as to the legality of the securities
being registered, including their consent to the filing thereof
and to the use of their name under the headings "Dividends,
Distributions and Taxes" and "Counsel and Auditors" in the
Prospectus and as to certain federal tax matters (originally
filed with Pre-Effective Amendment No. 1 on Form N-1A to
Registration Statement No. 33-69760 on November 15, 1993,
re-filed for Edgar purposes only with PEA No. 6 on June 17, 1998,
and is incorporated by reference herein).

(j) Consent of Independent Auditors.

(k) Audited Financial Statements for the Fiscal Year ended December
31, 1998 (filed with the Annual Report) are incorporated herein
by reference.

(l) Written assurance of New England Investment Companies L.P. that
its purchase of shares of the registrant was for investment
purposes without any present intention of redeeming or reselling
(Filed with Pre-Effective Amendment No. 1 on Form N-1A to
Registration Statement No. 33-69760 on November 15, 1993,
re-filed for Edgar purposes only with PEA No. 6 on June 17, 1998,
and is incorporated by reference herein).

(m) Form of Distribution and Service Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 (Filed with
Post-Effective Amendment No. 6 on Form N-1A to Registration
Statement No. 33-69760 on June 17, 1998, and is incorporated by
reference herein).

(m.1) Form of Distribution Agreement between the Registrant and Reich &
Tang Distributors, Inc. (see Exhibit E).

C-1

<PAGE>

(m.2) Form of Shareholder Servicing Agreement between the Registrant
and Reich & Tang Distributors, Inc. (Filed with Post-Effective
Amendment No. 6 on Form N-1A to Registration Statement No.
33-69760 on June 17, 1998, and is incorporated by reference
herein).

(m.3) Form of Administrative Services Agreement between the Registrant
and Reich & Tang Asset Management L.P. (Originally filed with
Registration Statement on Form N-1A to Registration Statement No.
33-69760 on September 27, 1993, re-filed for Edgar purposes only
with PEA No. 6 on June 17, 1998, and is incorporated by reference
herein).

(n) Financial Data Schedule (for EDGAR purposes only).

(o) 18f-3 Multi-Class Plan (Filed with Post-Effective Amendment No. 6
on Form N-1A to Registration Statement No. 33-69760 on June 17,
1998, and is incorporated by reference herein).

(p) Powers of Attorney (Originally filed as "Other Exhibit" with
Registration Statement on form N-1A to Registration Statement No.
33-69760, on September 27, 1993, re-filed for Edgar purposes
only, with PEA No. 6 on June 17, 1998, and is incorporated by
reference herein).

Item 24. Persons controlled by or Under Common Control with Registrant.

None.

Item 25. Indemnification.

Filed as Item 27 to Form N-1A Registration Statement No. 33-69760 on May
17, 1994 and incorporated herein by reference.

Item 26. Business and Other Connections of Investment Adviser.

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

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

Peter S. Voss, President, Chief Executive Officer and a Director of Nvest
Corporation (Formerly New England Investment Companies, Inc.) since October
1992, Chairman of the Board of Nvest Corporation since December 1992, Group
Executive Vice President, Bank of America, responsible for the global asset
management private banking businesses, from April 1992 to October 1992,
Executive Vice President of Security Pacific Bank, and Chief Executive Officer
of Security Pacific Hoare Govett Companies a wholly-owned subsidiary of Security
Pacific Corporation, from April 1988 to April 1992, Director of The New England
since March 1993, Chairman of the Board of Directors of Nvest Corporation's
subsidiaries other than Loomis, Sayles & Company, L.P. ("Loomis") and Back Bay
Advisors, L.P. ("Back Bay"), where he serves as a Director, and Chairman of the
Board of Trustees of all of the mutual funds in the TNE Fund Group and the
Zenith Funds. G. Neal Ryland, Executive Vice President, Treasurer and Chief
Financial Officer since July 1993, Executive Vice President and Chief Financial
Officer of The Boston Company, a diversified financial services company, from
March 1989 until July 1993, from September 1985 to December 1988, Mr. Ryland was
employed by Kenner Parker Toys, Inc. as Senior Vice President and Chief

C-2
<PAGE>

Financial Officer. Edward N. Wadsworth, Executive Vice President, General
Counsel, Clerk and Secretary of Nvest Corporation since December 1989, Senior
Vice President and Associate General Counsel of The New England from 1984 until
December 1992, and Secretary of Westpeak and Draycott and the Treasurer of Nvest
Corporation. Lorraine C. Hysler has been Secretary of RTAM since July 1994,
Assistant Secretary since September 1993, Vice President of the Mutual Funds
Group of NEICLP from September 1993 until July 1994, and Vice President of Reich
& Tang Mutual Funds since July 1994. Ms. Hysler joined Reich & Tang, Inc. in May
1977 and served as Secretary from April 1987 until September 1993. Richard E.
Smith, III has been a Director of RTAM since July 1994, President and Chief
Operating Officer of the Capital Management Group of NEICLP from May 1994 until
July 1994, President and Chief Operating Officer of the Reich & Tang Capital
Management Group since July 1994, Executive Vice President and Director of Rhode
Island Hospital Trust from March 1993 to May 1994, President, Chief Executive
Officer and Director of USF&G Review Management Corp. from January 1988 until
September 1992. Steven W. Duff has been a Director of RTAM since October 1994,
President and Chief Executive Officer of Reich & Tang Mutual Funds since August
1994, Senior Vice President of NationsBank from June 1981 until August 1994, Mr.
Duff is President and a Director of Back Bay Funds, Inc., California Daily Tax
Free Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc., Daily Tax
Free Income Fund, Inc., Michigan Daily Tax Free Income Fund, Inc., New Jersey
Daily Municipal Income Fund, Inc., New York Daily Tax Free Income Fund, Inc.,
North Carolina Daily Municipal Income Fund, Inc., Pax World Money Market Fund,
Inc., Short Term Income Fund, Inc. and Virginia Daily Municipal Income Fund,
Inc. President and Trustee of Institutional Daily Municipal Income Fund,
Pennsylvania Daily Municipal Income Fund, President and Chief Executive Officer
of Tax Exempt Proceeds Fund, Inc., and Executive Vice President of Reich & Tang
Equity Fund, Inc. Bernadette N. Finn has been Vice President/Compliance of RTAM
since July 1994, Vice President of Mutual Funds Division of NEICLP from
September 1993 until July 1994, Vice President of Reich & Tang Mutual Funds
since July 1994. Ms. Finn joined Reich & Tang, Inc. in September 1970 and served
as Vice President from September 1982 until May 1987 and as Vice President and
Assistant Secretary from May 1987 until September 1993. Ms. Finn is also
Secretary of Back Bay Funds, Inc., California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust, Inc., Delafield
Fund, Inc., Daily Tax Free Income Fund, Inc., Georgia Daily Municipal Income
Fund, Inc., Institutional Daily Municipal Income Fund, Michigan Daily Tax Free
Income Funds, Inc., New Jersey Daily Municipal Income Fund, Inc., New York Daily
Tax Free Income Fund, Inc., North Carolina Daily Municipal Income Fund, Inc.,
Pax World Money Market Fund, Inc., Pennsylvania Daily Municipal Income Fund, Tax
Exempt Proceeds Fund, Inc., and Virginia Daily Municipal Income Fund, Inc. a
Vice President and Secretary of Reich & Tang Equity Fund, Inc., and Short Term
Income Fund, Inc. Richard DeSanctis has been Treasurer of RTAM since July 1994,
Assistant Treasurer since September 1993 and Treasurer of the Mutual Funds Group
of NEICLP from September 1993 until July 1994, Treasurer of the Reich & Tang
Mutual Funds since July 1994. Mr. DeSanctis joined Reich & Tang, Inc. in
December 1990 and served as Controller of Reich & Tang, Inc., from January 1991
to September 1993. Mr. DeSanctis was Vice President and Treasurer of Cortland
Financial Group, Inc. and Vice President of Cortland Distributors, Inc. from
1989 to December 1990. Mr. DeSanctis is also Treasurer of Back Bay Funds, Inc.,
California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax Free Income
Fund, Inc., Daily Tax Free Income Fund, Inc., Delafield Fund, Inc., Georgia
Daily Municipal Income Fund, Inc., Institutional Daily Municipal Income Fund,
Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal Income
Fund, Inc., New York Daily Tax Free Income Fund, Inc., North Carolina Daily
Municipal Income Fund, Inc., Pax World Money Market Fund, Inc., Pennsylvania
Daily Municipal Income Fund, Reich & Tang Equity Fund, Inc., Short Term Income
Fund, Inc., Tax Exempt Proceeds Fund, Inc. and Virginia Daily Municipal Income
Fund, Inc., and is Vice President and Treasurer of Cortland Trust, Inc. Richard
I. Weiner has been Vice President of RTAM since July 1994, has been Vice
President of Nvest Corporation since September 1993, Vice President of the
Capital Management Group of NEIC from September 1993 until July 1994, Vice
President of Reich & Tang Asset Management L.P. Capital Management Group since
July 1994. Mr. Weiner joined Reich & Tang, Inc. in August 1970 and has served as
a Vice President since September 1982. Rosanne D. Holtzer 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. She is also Assistant Treasurer of Back Bay
Funds, Inc., Connecticut Daily Tax Free Income Fund, Inc., Daily Tax Free Income
Fund, Inc., Delafield Fund, Inc., Florida Daily Municipal Income Fund, Georgia
Daily Municipal Income Fund, Inc., Institutional Daily Income Fund, Michigan
Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc.,
New York Daily Tax Free Income Fund, Inc., North Carolina Daily Municipal Income
Fund, Inc. Pax World Money Market Fund, Inc., Pennsylvania Daily Municipal
Income Fund, Short Term Income Fund, Inc., Tax Exempt Proceeds Fund, Inc. and
Virginia Daily Municipal Income Fund, Inc. and is Vice President and Assistant
Treasurer of Cortland Trust, Inc.

C-3
<PAGE>

Item 27. Principal Underwriters.

(a) Reich & Tang Distributors, Inc. is also distributor for Back Bay Funds,
Inc., California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax Free
Income Fund, Inc., Cortland Trust, Inc., Daily Tax Free Income Fund, Inc.,
Florida Daily Municipal Income Fund, Georgia Daily Municipal Income Fund, Inc.,
Institutional Daily Income Fund, Inc., Michigan Daily Tax Free Income Fund,
Inc., New Jersey Daily Municipal Income Fund, Inc., New York Daily Tax Free
Income Fund, Inc., North Carolina Daily Municipal Income Fund, Inc., Pax World
Money Market Fund, Inc. Pennsylvania Daily Municipal Income Fund, Reich & Tang
Equity Fund, Inc., Short Term Income Fund, Inc., Tax Exempt Proceeds Fund, Inc.
and Virginia Daily Municipal Income Fund, Inc.

(b) The following are the directors and officers of Reich & Tang
Distributors, Inc. The principal business address of Messrs. Voss, Ryland, and
Wadsworth is 399 Boylston Street, Boston, Massachusetts 02116. For all other
persons, the principal business address is 600 Fifth Avenue, New York, New York
10020.

<TABLE>
<CAPTION>
Positions and Offices
With the General Partner Positions and Offices
Name of the Distributor With Registrant
---- ------------------------ ---------------------

<S> <C> <C>
Peter S. Voss President and Director None
G. Neal Ryland Director None
Edward N. Wadsworth Executive Officer None
Richard E. Smith III Director None
Peter DeMarco Executive Vice President None
Steven W. Duff Director President and Director
Bernadette N. Finn Vice President Vice-President and Secretary
Robert F. Hoerle Managing Director None
Lorraine C. Hysler Secretary None
Richard De Sanctis Vice President and Treasurer Treasurer
Richard I. Weiner Vice President None
Rosanne Holtzer Vice President Assistant Treasurer
</TABLE>

Item 28. Location of Accounts and Records.

Accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained in the physical possession of Registrant at Reich & Tang Asset
Management L.P., 600 Fifth Avenue, New York, New York 10020 the Registrant's
Manager; Reich & Tang Services, Inc., 600 Fifth Avenue, New York, New York
10020, the Registrant's transfer agent and dividend distributing agent; and at
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, Missouri
64105, the Registrant's custodian.

Item 29. Management Services.

Not Applicable.

Item 30. Undertakings.

(a) Not applicable.

(b) Not applicable.

(d) The Registrant undertakes to call a meeting of the stockholders
for purposes of voting upon the question of removal of a director
or directors, if requested to do so by the holders of at least
10% of the Fund's outstanding shares, and the Registrant shall
assist in communications with other shareholders.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it has
met all of the requirements for effectiveness of this Post-Effective Amendment
to the Registration Statement pursuant to Rule 485(a) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 1st day of
March, 1999.

DELAFIELD FUND, INC.

By: /s/ Bernadette N. Finn
__________________________________________
Bernadette N. Finn, Secretary

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

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE

<S> <C> <C> <C>
(l) Principal Executive
Officer:

/s/ J. Dennis Delafield
____________________________________________ Chairman March 1, 1999
J. Dennis Delafield and Director

(2) Principal Financial and
Accounting Officer:

/s/ Richard De Sanctis
____________________________________________ Treasurer March 1, 1999
Richard De Sanctis

(3) Majority of Directors:

J. Dennis Delafield Director
W. Giles Mellon Director
Yung Wong Director
Robert Straniere Director

By: /s/ Bernadette N. Finn March 1, 1999
____________________________________________
Bernadette N. Finn
Attorney-in-Fact*
</TABLE>

*Filed as "Other Exhibit" with Registration Statement on Form N-1A to
Registration Statement No. 33-69760 on September 27, 1993, and incorporated by
reference herein.

EXHIBIT J

McGLADREY & PULLEN L.L.P.
Certified Public Accountants & Consultants

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use of our report dated January 29, 1999, on the
financial statements referred to therein, which is incorporated by reference in
Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A File
No. 33-69760, as filed with the Securities and Exchange Commission. We also
consent to the reference to our Firm in the Statement of Additional Information
under the captions "Counsel and Auditors".

/s/McGLADREY & PULLEN, LLP
McGladrey & Pullen, LLP

New York, New York
January 27, 1999

<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000912896
<NAME> Delafield Fund, Inc.

<S> <C>
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<PERIOD-TYPE> 12-MOS
<INVESTMENTS-AT-COST> 112951015
<INVESTMENTS-AT-VALUE> 103969925
<RECEIVABLES> 256624
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 453
<TOTAL-ASSETS> 104227002
<PAYABLE-FOR-SECURITIES> 271764
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 225145
<TOTAL-LIABILITIES> 496909
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112722480
<SHARES-COMMON-STOCK> 7943559
<SHARES-COMMON-PRIOR> 9853137
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (11297)
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 103730093
<DIVIDEND-INCOME> 1476910
<INTEREST-INCOME> 1367972
<OTHER-INCOME> 0
<EXPENSES-NET> 1709391
<NET-INVESTMENT-INCOME> 1135491
<REALIZED-GAINS-CURRENT> (11297)
<APPREC-INCREASE-CURRENT> (20835046)
<NET-CHANGE-FROM-OPS> (19710852)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1141794
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 1296
<NUMBER-OF-SHARES-SOLD> 2711119
<NUMBER-OF-SHARES-REDEEMED> 4699355
<SHARES-REINVESTED> 78658
<NET-CHANGE-IN-ASSETS> (42893879)
<ACCUMULATED-NII-PRIOR> 6303
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1100927
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1938680
<AVERAGE-NET-ASSETS> 137615922
<PER-SHARE-NAV-BEGIN> 14.88
<PER-SHARE-NII> 0.12
<PER-SHARE-GAIN-APPREC> (1.82)
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.06
<EXPENSE-RATIO> 1.24
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>