DELAFIELD FUND INC, 485BPOS, 2000-04-28

DELAFIELD FUND INC
485BPOS, 2000-04-28

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As filed with the Securities and Exchange Commission on April 28, 2000

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. 9 [X]
----

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

Amendment No. 10 [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)

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

If appropriate, check the following box:

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

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600 FIFTH AVENUE
DELAFIELD FUND, INC. NEW YORK, N.Y. 10020
Institutional Class (212) 830-5220
================================================================================

PROSPECTUS
April 28, 2000

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 $250,000. The minimum
initial purchase requirement may be waived subject to the discretion of the
Fund. The minimum initial purchase for individual retirement accounts 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.

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TABLE OF CONTENTS
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2 Risk/Return Summary: Investments, Risks, 6 Management, Organization and Capital Structure
and Performance 7 Shareholder Information
4 Fee Table 12 Dividends, Distributions and Tax Consequences
5 Investment Objectives, Principal Investment 13 Distribution Arrangements
Strategies and Related Risks 14 Financial Highlights
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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 can be no assurance that the Fund will achieve its
investment objectives.

Principal Investment Strategies
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The Fund will seek to achieve its objectives by investing primarily in the
equity securities of domestic companies. Specifically, the Fund will primarily
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 more than 65% of its assets
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, however, may also invest not more 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, including 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 As with all equity investments, it is possible to lose by 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 and the Russell
2000 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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DELAFIELD FUND, INC. - INSTITUTIONAL CLASS SHARES (1), (2)

[GRAPHIC OMITTED]

CALENDAR YEAR END % TOTAL RETURN

1994 5.60%
1995 27.38%
1996 26.35%
1997 19.66%
1998 -11.47%
1999 8.40&

(1) The Fund's highest quarterly return was 28.00% for the quarter ended June
30, 1999; 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
and redeeming shares. The net return to such investors may be less than
if they had invested in the Fund directly.

Average Annual Total Returns - For the period ended December 31, 1999

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS - FOR THE PERIOD ENDED DECEMBER 31, 1999
<S> <C> <C> <C>
Institutional Administrative Retail
Class Class Class
DELAFIELD FUND, INC. ===== ===== =====
One Year 8.4% N/A N/A
Five Year 13.1% N/A N/A
Since Inception (November 19, 1993) 11.9% N/A N/A

S & P 500 INDEX
One Year 21.0% --- ---
Five Year 28.6% --- ---
Since November 19, 1993 23.3% --- ---

RUSSELL 2000 INDEX
One Year 21.3% --- ---
Five Year 16.7% --- ---
Since November 19, 1993 13.7% --- ---

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

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)

Institutional
Class

Management Fees................................ .80%
Distribution and Service (12b-1) Fees.......... None
Other Expenses................................. .45%
Administration Fees.......................... .21%
Total Annual Fund Operating Expenses........... 1.25%

Example

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

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:

1 Year 3 Years 5 Years 10 Years

Institutional Class: $127 $397 $686 $1,511

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II. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

Investment Objectives
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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. The investment strategies of the Fund may be changed without shareholder
approval.

Principal Investment Strategies
- --------------------------------------------------------------------------------

The Fund will seek to achieve its objectives by investing primarily in the
equity securities of domestic companies. Specifically, the Fund will primarily
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.

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

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 seeks 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 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.

Defensive Position

The Fund may take a defensive position when the Manager has determined that
adverse business or financial conditions warrant such a 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.

o Money market instruments for this purpose include obligations issued or
guaranteed by the United States Government, its agencies or

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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.

o A repurchase agreement is an instrument under which an investor purchases a
United States 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.

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, 1999 was 105.37%.

Fund turnover may involve the payment by the Fund of dealer spreads or
underwriting commissions and other transactions costs. The greater the portfolio
turnover the greater the transaction costs to the Fund. This could have an
adverse effect on the Fund's total rate of return. The 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.

Related Risks
- --------------------------------------------------------------------------------
Common stocks are 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. Common stocks in which the Fund
invests may decrease in value causing the value of an investment in the Fund to
decrease.

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 March
31, 2000, the Manager was the investment manager, advisor or supervisor with
respect to assets aggregating in excess of $16.1 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. Mr. Sellecchia
is President of the Fund and Managing Director of the Reich & Tang Capital
Management Group, a division of the Manager. Both Mr. Delafield and Mr.
Sellecchia have been associated with the Manager in an investment advisory
capacity since September 1991.

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.

6
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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 purchases 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 (see "How to Purchase and Redeem Shares" for a definition of
Participating Organizations) and from investors directly.

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 and are referred to as
Participant Investors. "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, because they may not be legally permitted to
receive such as fiduciaries, do not receive compensation from the Fund's
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 the Institutional Class shares, the minimum initial
investment in the Fund is $250,000. The minimum initial investment requirement
may be waived subject to the discretion of the Fund. The

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minimum initial investment for an Individual Retirement Account is $250.

The Fund will normally have its assets invested as is consistent with the
investment objectives of the Fund. 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.

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 all the shares in an account (with
the exception of IRAs) if the net asset value of all the remaining shares in the
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
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When instructed by a Participant Investor to purchase or redeem Fund shares,
the Participating Organization, on behalf of the Participant Investor, 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 Participant Investor each
purchase and redemption of Fund shares for their 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).

8
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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

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 800-221-3079 (toll free outside New
York State).

All shareholders will receive from the Fund a quarterly 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 quarter 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 and Personal Delivery

Institutional Class share investors may send or personally deliver a check
made payable to "Delafield Fund, Inc." 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
800-221-3079 (outside New York State) and then instruct a member commercial bank
to wire money immediately to:

State Street Kansas City
ABA #101003621
Reich & Tang Funds
DDA #890752-957-0
For Delafield Fund, Inc.
Account of (Investor's Name)

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.

Electronic Funds Transfers (EFT), Pre-authorized Credit and Direct Deposit
Privilege

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

Subsequent Purchases of Shares

Subsequent purchases can be made by 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/her 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:

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.

Systematic Withdrawal Plan

Any shareholder who owns shares of the Fund with an aggregate value of
$10,000 or more may establish a Systematic Withdrawal Plan under which he/she
offers to sell to the Fund, at net asset value, the number of full and
fractional shares which will produce the monthly or quarterly payments specified
(minimum $50 per payment). Depending on the amounts withdrawn, systematic
withdrawals may deplete the investor's principal. Investors contemplating
participation in this plan should consult their tax advisers.

Shareholders wishing to utilize this plan may do so by completing an
application which may be obtained by writing or calling the Fund. No additional
charge to the shareholder is made for this service.

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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/her address or to his/her 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 for redemption
may not exceed the sum of $25,000 per request, per day. 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 800-221-3079 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
next 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.

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 which 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.

11
<PAGE>
Exchange Privilege
- --------------------------------------------------------------------------------

Shareholders of the Fund are entitled to exchange some or all of their
shares in the Fund for Class B shares of either the Daily Tax Free Income Fund,
Inc. or the Short Term Income Fund, Inc. (U.S. Government Portfolio), each of
which are other investment companies which retain Reich & Tang Asset Management
L.P. as investment adviser or manager. In the future, the exchange privilege
program may be extended to other investment companies which retain Reich & Tang
Asset Management L.P. as investment adviser or manager. The Fund will provide
shareholders with 60 days written notice prior to any modification or
discontinuance of the exchange privilege. An exchange of shares in the Fund
pursuant to the exchange privilege is, in effect, a redemption of Fund shares
(at net asset value) followed by the purchase of shares of the investment
company into which the exchange is made (at net asset value) and may result in a
shareholder realizing a taxable gain or loss for Federal income tax purposes.

There is no charge for the exchange privilege or limitation as to frequency
of exchanges. The minimum amount for an exchange is $1,000, except that
shareholders who are establishing a new account with an investment company
through the exchange privilege must insure that a sufficient number of shares
are exchanged to meet the minimum initial investment required for the investment
company into which the exchange is being made. Each class of shares is exchanged
at its respective net asset value. The exchange privilege is available to
shareholders resident in any state in which shares of the investment company
being acquired may legally be sold. Before making an exchange, the investor
should review the current prospectus of the investment company into which the
exchange is being made. Prospectuses may be obtained by contacting the
Distributor at the address or telephone number listed on the cover of this
Prospectus.

Instructions for exchange may be made in writing to the Transfer Agent
at the appropriate address listed herein or, for shareholders who have elected
that option, by telephone. The Fund reserves the right to reject any exchange
request.

Dividends, Distributions and Tax Consequences
- --------------------------------------------------------------------------------

The purchase of Fund shares will be the purchase of an asset. The Fund has
elected to be treated as and intends to qualify annually as a regulated
investment company under the Internal Revenue Code. The Fund did qualify for the
previous taxable year. By 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.

The Fund intends to distribute 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 gains 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). Capital gains distributions
designated as capital gains dividend by the Fund within 60 days after the close
of its taxable year are taxable to the shareholders as long-term capital gains,
irrespective of the length of time a shareholder may have held its stock.
Capital gain dividends are generally taxable at a maximum rate of 20% for
non-corporate shareholders.

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 you make 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.

12
<PAGE>

shares sold) and your adjusted basis. Any loss realized on a taxable sale of
shares within six months of the purchase will be treated as a long-term capital
loss to the extent of any net capital gain distributions with respect to the
shares. If you sell shares of a Fund at a loss and repurchase shares of the same
Fund within 30 days before or after the sale, a deduction for the loss is
generally disallowed.

If the Fund acquires futures contracts, forward contracts, and options on
futures contracts, special tax rules may affect whether gains and losses from
such transactions are considered to be short-term or long-term and may have the
effect of deferring losses and/or accelerating the recognition of gains or
losses.

A portion of the ordinary income dividends paid by the Fund may qualify for
the dividends-received deduction available to corporations. Long-term capital
gains distributions are not eligible for the dividends-received deduction.
Corporate 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 45 days during the 90 day period
beginning 45 days before a share of the Fund becomes ex-dividend with respect to
such dividend. 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.

Any dividend or distribution received by a shareholder on shares of the Fund
shortly after the purchase of those shares will have the effect of reducing the
net asset value of the shares by the amount of the 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
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.

If the Fund invests in securities of foreign issuers, it may be subject to
withholding and other similar income taxes imposed by a foreign country.

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.

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.

V. DISTRIBUTION ARRANGEMENTS

Rule 12b-1 Fees
- --------------------------------------------------------------------------------

Investors do not pay a sales charge to purchase shares of the Fund.
However, the Fund pays shareholder servicing 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. All Classes of the Fund 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 Institutional Class shareholders do not receive
the benefit of such services from Participating Organizations and, therefore,
are not be assessed a shareholder servicing fee.

13
<PAGE>
- --------------------------------------------------------------------------------
VI. FINANCIAL HIGHLIGHTS

This financial highlights 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). This information has been audited by PricewaterhouseCoopers LLP,
for the fiscal year ended December 31, 1999, and by other auditors for the
fiscal years before December 31, 1999.

Institutional Class Shares Year Period from Year
- -------------------------- Ended October 1, 1995 to Ended
December 31, December 31, September 30,
------------------------------------------------
1999 1998 1997 1996 1995 1995
-------- --------- --------- --------- --------- --------
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period
$ 13.06 $ 14.88 $ 13.49 $ 12.26 $ 11.95 $ $ 10.82
-------- -------- --------- ------- -------- ------
Income from investment operations:
Net investment income 0.09 0.12 0.21 0.16 0.05 0.13
Net realized and unrealized
gains (losses) on investments 1.01 ( 1.82 ) 2.42 3.07 0.50 1.99
-------- --------- --------- ------- ------- -------
Total from investment operations 1.10 ( 1.7 ) 2.63 3.23 0.55 2.12
---------- ---------- --------- ------- ------- -------
Less distributions:
Dividends from net
investment income ( 0.09 ) ( 0.12 ) ( 0.21 ) ( 0.16 ) ( 0.05 ) ( 0.13 )
Distributions from net realized gains
on investments.............. -- -- ( 1.03) ( 1.84 ) ( 0.18) ( 0.86)
In excess of net realized gain.. -- -- -- -- ( 0.01) --
------ -------- -------- -------- ------- -------
Total distributions............. ( 0.09 ) ( 0.12) ( 1.24) ( 2.00) ( 0.24) ( 0.99)
------ ------ ------ ------ ------- ------
Net asset value, end of period.. $ 14.07 $ 13.06 $ 14.88 $ 13.49 $ 12.26 $.11.95
======== ============= ======== ========== ============ =========
Total Return.................... 8.40% ( 11.47%) 19.66% 26.35% 4.62%(a) 20.05%
Ratios/Supplemental Data
Net assets, end of period (000). $ 85,528 $ 103,730 $ 146,624 $ 61,279 $ 45,730 $ 42,316
Ratios to average net assets:
Expenses, net of fees waived.... 1.25%+ 1.24%+ 1.29%+ 1.29%+ 1.67%*+ 1.65%
Net investment income........... 0.56% 0.83% 1.64% 1.18% 1.57%* 1.35%
Management, administration and
shareholder servicing fees waived 0.00% 0.16% 0.20% 0.20% 0.20%* 0.71%
Expenses paid indirectly........ 0.00% 0.00% 0.00% 0.01% 0.07%* 0.00%
Portfolio turnover rate......... 105.37% 81.56% 55.43% 75.54% 20.49% 70.36%

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

14
<PAGE>
DELAFIELD
FUND, INC.

INSTITUTIONAL CLASS

PROSPECTUS

April 28, 2000

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

A Statement of Additional Information (SAI) dated April 28, 2000, 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. Copies of the information may be obtained, after paying a
duplicating fee, by sending an electronic request to [email protected]. 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

DEL4/00P

<PAGE>
600 FIFTH AVENUE
DELAFIELD FUND, INC. NEW YORK, N.Y. 10020
Retail Class (212) 830-5220
================================================================================

PROSPECTUS
April 28, 2000

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 which 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>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
2 Risk/Return Summary: Investments, Risks, 6 Management, Organization and Capital Structure
and Performance 7 Shareholder Information
4 Fee Table 12 Dividends, Distributions and Tax Consequences
5 Investment Objectives, Principal Investment 13 Distribution Arrangements
Strategies and Related Risks 15 Financial Highlights
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
I. RISK/RETURN SUMMARY: INVESTMENTS, RISKS, AND PERFORMANCE

Investment Objectives
- --------------------------------------------------------------------------------

Principal Investment Strategies
- --------------------------------------------------------------------------------

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 As with all equity investments, it is possible to lose by investing in the
Fund.

Risk/Return Bar Chart and Table
- --------------------------------------------------------------------------------

2
<PAGE>

DELAFIELD FUND, INC. - RETAIL CLASS SHARES (1),(2),(3)

[GRAPHIC OMITTED]

CALENDAR YEAR END % TOTAL RETURN

1994 5.60%
1995 27.38%
1996 26.35%
1997 19.66%
1998 -11.47%
1999 8.40%

(1) The chart shows returns for the Institutional Class of shares (which are
not offered by this prospectus). As of December 31, 1999, there were no
shares issued 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 28.00% for the quarter ended June
30, 1999; 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.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS - FOR THE PERIOD ENDED DECEMBER 31, 1999
<S> <C> <C> <C>
Retail Institutional Administrative
Class Class Class
DELAFIELD FUND, INC. ===== ===== =====
One Year N/A 8.4% N/A
Five Year N/A 13.1% N/A
Since Inception of the Institutional Class --- 11.9% N/A
(November 19, 1993)

S & P 500 INDEX
One Year --- 21.0% ---
Five Year --- 28.6% ---
Since November 19, 1993 --- 23.3% ---

RUSSELL 2000 INDEX
One Year --- 21.3% ---
Five Year --- 16.7% ---
Since November 19, 1993 --- 13.7% ---

</TABLE>

3
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------

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

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)

Retail
Class

Management Fees................................ .80%
Distribution and Service (12b-1) Fees.......... .25%
*Other Expenses................................ .45%
Administration Fees.......................... .21%
Total Annual Fund Operating Expenses........... 1.50%

* Estimated because there were no shares issued in Retail Class shares during
the year ended December 31, 1999.

Example

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

1 Year 3 Years 5 Years 10 Years

Retail Class : $153 $474 $818 $1,791

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

Investment Objectives
- --------------------------------------------------------------------------------

Principal Investment Strategies
- --------------------------------------------------------------------------------

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 seeks 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 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

o Money market instruments for this purpose include obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities, commercial paper rated in the

5
<PAGE>
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.

While taking a defensive position the Fund may not achieve its investment
objectives.

Portfolio Turnover

Fund turnover may involve the payment by the Fund of dealer spreads or
underwriting commissions, and other transaction costs. The greater the portfolio
turnover the greater the transaction costs to the Fund. This could have an
adverse effect on the Fund's total rate of return. The 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

Related Risks
- --------------------------------------------------------------------------------

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.
Common stocks in which the Fund invests may decrease in value causing the value
of an investment in the Fund to decrease.

III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

6
<PAGE>
profits 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 purchases 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 (see "How to Purchase and Redeem Shares " for a definition of
Participating Organizations) and from investors directly.

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 and are referred to as
Participant Investors. "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 (however, the
Institutional Class has a minimum initial purchase requirement of $250,000).
Institutional Class shares may also be offered to investors who purchase their
shares through Participating Organizations who, because they may not be legally
permitted to receive such as fiduciaries, do not receive compensation from the
Fund's 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 the Retail Class shares, the minimum initial investment in the Fund
is $5,000; except that the minimum initial investment for an Individual
Retirement Account is $250.

The Fund will normally have its assets invested as is consistent with the
investment objectives of the Fund. Many securities in which the Fund invests

7
<PAGE>
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.

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

When instructed by a Participating Investor to purchase or redeem Fund
shares, the Participating Organization, on behalf of the Participating Investor,
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 Participating Investor each
purchase and redemption of Fund shares for their 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).

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.
8
<PAGE>
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

Initial Purchase of Shares

Mail and Personal Delivery

Retail Class share investors may send or personally deliver a check made
payable to "Delafield Fund, Inc." 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

State Street Kansas City
ABA #101003621
Reich & Tang Funds
DDA #890752-957-0
For Delafield Fund, Inc.
Account of (Investor's Name)
Account #
SS #/Tax I.D.#

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

Electronic Funds Transfers (EFT), Pre-authorized Credit and Direct Deposit
Privilege

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

9
<PAGE>
Privilege. Further, the Fund may terminate your participation upon 30 days'
notice to you.

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

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.

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

Systematic Withdrawal Plan

Telephone

10
<PAGE>
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 for redemption may not exceed the sum of $25,000 per
request, per day. 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.

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

Exchange Privilege
- --------------------------------------------------------------------------------

11
<PAGE>
The Fund will provide shareholders with 60 days written notice prior to any
modification or discontinuance of the exchange privilege. An exchange of shares
in the Fund pursuant to the exchange privilege is, in effect, a redemption of
Fund shares (at net asset value) followed by the purchase of shares of the
investment company into which the exchange is made (at net asset value) and may
result in a shareholder realizing a taxable gain or loss for Federal income tax
purposes.

Instructions for exchange may be made in writing to the Transfer Agent at
the appropriate address listed herein or, for shareholders who have elected that
option, by telephone. The Fund reserves the right to reject any exchange
request.

Dividends, Distributions and Tax Consequences
- --------------------------------------------------------------------------------

The purchase of Fund shares well be the purchase of an asset. The Fund has
elected to be treated as and intends to qualify annually as a regulated
investment company under the Internal Revenue Code. The Fund did qualify for the
previous taxable year. By 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.

You will recognize a gain or loss when you sell shares of your Fund. The
gain or loss is the difference between the proceeds of the sale (the NAV of the
Fund on the date of the sale times the number of shares sold) and your adjusted
basis. Any loss realized on a taxable sale of shares within six months of the
purchase will be treated as a long-term capital loss to the extent of any net
capital gain distributions with respect to the shares. If you sell shares of a
Fund at a loss and repurchase shares of the same Fund within 30 days before or
after the sale, a deduction for the loss is generally disallowed.

12
<PAGE>

A portion of the ordinary income dividends paid by the Fund may qualify for
the dividends-received deduction available to corporations. Long-term capital
gains distributions are not eligible for the dividends-received deduction
referred to below. Corporate 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 45 days during the 90
day period beginning 45 days before a share of the Fund becomes ex-dividend with
respect to such dividend. 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.

Any dividend or distribution received by a shareholder on shares of the Fund
shortly after the purchase of those shares will have the effect of reducing the
net asset value of the shares by the amount of the 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
taxes) regardless of the length of time the investor may have held the stock.

If the Fund invests in securities of foreign issuers, it 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.

V. DISTRIBUTION ARRANGEMENTS

Rule 12b-1 Fees
- --------------------------------------------------------------------------------

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
Class shares of the Fund).

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 Class shares, a service fee equal to .25% per annum
of the Fund's Retail 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 shares
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.

13
<PAGE>
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 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
Class shares' average daily net assets.

14
<PAGE>

VI. FINANCIAL HIGHLIGHTS

This financial highlights 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 were no shares issued in Retail Class shares during the year ended
December 31, 1999. 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). This information has been audited by
Pricewaterhouse Coopers LLP, for the fiscal year ended December 31, 1999, and by
other auditors for the fiscal years before December 31, 1999.

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

15
<PAGE>
DELAFIELD
FUND, INC.

RETAIL CLASS

PROSPECTUS

April 28, 2000

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

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

811-8054

DEL4/00P

<PAGE>
600 FIFTH AVENUE
DELAFIELD FUND, INC. NEW YORK, N.Y. 10020
Administrative Class (212) 830-5220
================================================================================

PROSPECTUS
April 28, 2000

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 which 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>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
2 Risk/Return Summary: Investments, Risks, 6 Management, Organization and Capital Structure
and Performance 7 Shareholder Information
4 Fee Table 12 Dividends, Distributions and Tax Consequences
5 Investment Objectives, Principal Investment 13 Distribution Arrangements
Strategies and Related Risks 15 Financial Highlights
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
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 can be no assurance that the Fund will achieve its
investment objectives.

Principal Investment Strategies
- --------------------------------------------------------------------------------

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 including 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 As with all equity investments, it is possible to lose by 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 and the Russell 2000 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.

2
<PAGE>
DELAFIELD FUND, INC. - ADMINISTRATIVE CLASS SHARES (1),(2),(3)
[GRAPHIC OMITTED]

CALENDAR YEAR END % TOTAL RETURN

1994 5.60%
1995 27.38%
1996 26.35%
1997 19.66%
1998 -11.47%
1999 8.40%

(2) The Fund's highest quarterly return was 28.00% for the quarter ended June
30, 1999; 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 - For the period ended December 31, 1999

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS - FOR THE PERIOD ENDED DECEMBER 31, 1999

<S> <C> <C> <C>
Administrative Institutional Retail
Class Class Class
DELAFIELD FUND, INC. ===== ===== =====
One Year N/A 8.4% N/A
Five Year N/A 13.1% N/A
Since Inception of the Institutional Class --- 11.9% ---
(November 19, 1993)

S & P 500 INDEX
One Year --- 21.0% ---
Five Year --- 28.6% ---
Since November 19, 1993 --- 23.3% ---

RUSSELL 2000 INDEX
One Year --- 21.3% ---
Five Year --- 16.7% ---
Since November 19, 1993 --- 13.7% ---

</TABLE>

3
<PAGE>
FEE TABLE
- --------------------------------------------------------------------------------

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

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)

Administrative
Class

Management Fees................................ .80%
Distribution and Service (12b-1) Fees.......... .25%
*Other Expenses................................ .60%
--
Administration Fees.......................... .21%
Total Annual Fund Operating Expenses........... 1.65%
--

* Estimated because there were no shares issued in Administrative Class shares
during the year ended December 31, 1999.

Example

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

1 Year 3 Years 5 Years 10 Years

Administrative Class: $168 $520 $897 $1,955

4
<PAGE>
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.

Principal Investment Strategies

- --------------------------------------------------------------------------------
The Fund will seek to achieve its objectives by investing primarily in the
equity securities of domestic companies. Specifically, the Fund will primarily
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.

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 seeks 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 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.

Defensive Position

o Money market instruments for this purpose include obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities, commercial paper rated in the

5
<PAGE>
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.

While taking a defensive position the Fund may not achieve its investment
objectives.

Portfolio Turnover

Buy/Sell Decisions

III. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

Mr. J. Dennis Delafield and Mr. Vincent Sellecchia are primarily responsible
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. Mr. Sellecchia is President of the Fund and Managing Director of the
Reich & Tang Capital Management Group, a division of the Manager. Both Mr.
Delafield and Mr. Sellecchia have been associated with the Manager in an
investment advisory capacity since September 1991.

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

6
<PAGE>
profits may be used to provide shareholder services and for distribution of Fund
Shares.

IV. SHAREHOLDER INFORMATION

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 and are referred to as
Participant Investors. "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 (however, the
Institutional Class has a minimum initial purchase requirement of $250,000).
Institutional Class shares may also be offered to investors who purchase their
shares through Participating Organizations who, because they may be legally
permitted to receive such as fiduciaries, do not receive compensation from the
Fund's 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 the Administrative 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.

The Fund will normally have its assets invested as is consistent with the
investment objectives of the

7
<PAGE>
Fund. 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.

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.

8
<PAGE>
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

Initial Purchase of Shares

Mail and Personal Delivery

Administrative Class share investors may send or personally deliver a check
made payable to "Delafield Fund, Inc." 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

State Street Kansas City
------------------------
ABA #101003621
Reich & Tang Funds
DDA #890752-957-0
For Delafield Fund, Inc.
Account of (Investor's Name)
Account #
SS #/Tax I.D.#

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

Electronic Funds Transfers (EFT), Pre-authorized Credit and Direct Deposit
Privilege

9
<PAGE>
federal agency. Death or legal incapacity will automatically terminate your
participation in the Privilege. Further, the Fund may terminate your
participation upon 30 days' notice to you.

Subsequent Purchases of Shares

Subsequent purchases can be made by 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:

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

Systematic Withdrawal Plan

Telephone

10
<PAGE>
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 for redemption
may not exceed the sum of $25,000 per request, per day. 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.

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.

Exchange Privilege
- --------------------------------------------------------------------------------

11
<PAGE>
companies which retain Reich & Tang Asset Management L.P. as investment adviser
or manager. The Fund will provide shareholders with 60 days written notice prior
to any modification or discontinuance of the exchange privilege. An exchange of
shares in the Fund pursuant to the exchange privilege is, in effect, a
redemption of Fund shares (at net asset value) followed by the purchase of
shares of the investment company into which the exchange is made (at net asset
value) and may result in a shareholder realizing a taxable gain or loss for
Federal income tax purposes.

Instructions for exchange may be made in writing to the Transfer Agent at
the appropriate address listed herein or, for shareholders who have elected that
option, by telephone. The Fund reserves the right to reject any exchange
request.

Dividends, Distributions and Tax Consequences
- -------------------------------------------------------------------------------

The Fund intends to distribute 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 gains 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). Capital gains distributions
designated as capital gains dividend by the Fund within 60 days after the close
of its taxable years are taxable to the shareholders as long-term capital gains,
irrespective of the length of time a shareholder may have held its stock.
Capital gain dividends are generally taxable at a maximum rate of 20% for
non-corporate shareholders.

If the Fund acquires futures contracts, forward contracts, and options on
futures contracts, special tax

12
<PAGE>
rules may affect whether gains and losses from such transactions are considered
to be short-term or long-term and may have the effect of deferring losses and/or
accelerating the recognition of gains or losses.

A portion of the ordinary income dividends paid by the Fund may qualify for
the dividends-received deduction available to corporations. Long-term capital
gains distributions are not eligible for the dividends-received deduction
referred to below. Corporate 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 45 days during the 90
day period beginning 45 days before a share of the Fund becomes ex-dividend with
respect to such dividend. 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 its stock.

If the Fund invests in securities of foreign issuers, it 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.

V. DISTRIBUTION ARRANGEMENTS

Rule 12b-1 Fees
- --------------------------------------------------------------------------------
Investors do not pay a sales charge to purchase shares of the Fund. However,
the Fund pays shareholder servicing fees in connection with the distribution of
shares and for services provided to the 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.

Under the Shareholder Servicing Agreement, the Distributor receives, with
respect only to the Administrative Class shares, a service fee equal to .25% per
annum of the Fund's Administrative shares' average daily net assets (the
"Shareholder Servicing Fee") for providing personal shareholder services and

13
<PAGE>
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
Administrative shares of the Fund. The Institutional Class shareholders will not
receive the benefit of such services from Participating Organizations and,
therefore, are 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 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 Administrative Class Shares' average daily net assets.

14
<PAGE>
VI. FINANCIAL HIGHLIGHTS

This financial highlights 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 were no shares issued in Administrative Class shares during the year
ended December 31, 1999. 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). This information has been audited by
PricewaterhouseCoopers LLP, for the fiscal year ended December 31, 1999, and by
other auditors for the fiscal years before December 31, 1999.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Institutional Class Shares Year Period from Year
- -------------------------- Ended October 1, 1995 to Ended
December 31, December 31, September 30,
------------------------------------------------
1999 1998 1997 1996 1995 1995
-------- --------- --------- --------- --------- --------
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period
$ 13.06 $ 14.88 $ 13.49 $ 12.26 $ 11.95 $ $ 10.82
-------- -------- --------- ------- -------- ------
Income from investment operations:
Net investment income 0.09 0.12 0.21 0.16 0.05 0.13
Net realized and unrealized
gains (losses) on investments 1.01 ( 1.82 ) 2.42 3.07 0.50 1.99
-------- --------- --------- ------- ------- -------
Total from investment operations 1.10 ( 1.7 ) 2.63 3.23 0.55 2.12
---------- ---------- --------- ------- ------- -------
Less distributions:
Dividends from net
investment income ( 0.09 ) ( 0.12 ) ( 0.21 ) ( 0.16 ) ( 0.05 ) ( 0.13 )
Distributions from net realized gains
on investments.............. -- -- ( 1.03) ( 1.84 ) ( 0.18) ( 0.86)
In excess of net realized gain.. -- -- -- -- ( 0.01) --
------ -------- -------- -------- ------- -------
Total distributions............. ( 0.09 ) ( 0.12) ( 1.24) ( 2.00) ( 0.24) ( 0.99)
------ ------ ------ ------ ------- ------
Net asset value, end of period.. $ 14.07 $ 13.06 $ 14.88 $ 13.49 $ 12.26 $.11.95
======== ============= ======== ========== ============ =========
Total Return.................... 8.40% ( 11.47%) 19.66% 26.35% 4.62%(a) 20.05%
Ratios/Supplemental Data
Net assets, end of period (000). $ 85,528 $ 103,730 $ 146,624 $ 61,279 $ 45,730 $ 42,316
Ratios to average net assets:
Expenses, net of fees waived.... 1.25%+ 1.24%+ 1.29%+ 1.29%+ 1.67%*+ 1.65%
Net investment income........... 0.56% 0.83% 1.64% 1.18% 1.57%* 1.35%
Management, administration and
shareholder servicing fees waived 0.00% 0.16% 0.20% 0.20% 0.20%* 0.71%
Expenses paid indirectly........ 0.00% 0.00% 0.00% 0.01% 0.07%* 0.00%
Portfolio turnover rate......... 105.37% 81.56% 55.43% 75.54% 20.49% 70.36%

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

15
<PAGE>
DELAFIELD
FUND, INC.

ADMINISTRATIVE CLASS

PROSPECTUS

April 28, 2000

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

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

811-8054

DEL4/00P

<PAGE>
DELAFIELD FUND, INC. 600 Fifth Avenue, New York, NY 10020
(212) 830-5220
================================================================================

STATEMENT OF ADDITIONAL INFORMATION
April 28, 2000
RELATING TO THE DELAFIELD FUND, INC.
PROSPECTUS DATED APRIL 28, 2000

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 April 28, 2000 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>
<CAPTION>
Table of Contents
- --------------------------------------------------------------------------------
<S> <C> <C>
Fund History.........................................2 Capital Stock and Other Securities......................11
Description of the Fund and its Investments and Purchase, Redemption and Pricing Shares.................11
Risks.............................................. 2 Taxation of the Fund.................................16
Management of the Fund...............................4 Underwriters............................................17
Control Persons and Principal Holders of Calculation of Performance Data.........................18
Securities......................................... 6 Financial Statements.................................19
Investment Advisory and Other Services...............6 Description of Ratings..................................20
Brokerage Allocation and Other Practices............10
- --------------------------------------------------------------------------------
</TABLE>
<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 nor 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 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

2
<PAGE>
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.

(viii) Restricted Securities: The Fund may invest in securities issued as part
of privately negotiated transactions between an issuer and one or more
purchasers. Except with respect to certain exceptions, these securities are not
readily marketable and are therefore considered illiquid securities. The price
the Fund paid for illiquid securities, and any price received upon resale, may
be lower than the price paid or received for similar securities with a more
liquid market. The Fund will not invest more then 15% of the market value of its
net assets in illiquid securities.

(ix) 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 and are
considered high yield, high risk securities; commonly known as "junk bonds".

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:

3
<PAGE>
(1) Issue senior securities, except insofar as the Fund may be deemed to have
issued a senior security in connection with any permitted borrowing.

(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 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.

(11) Invest in puts, calls, straddles, spreads or combination thereof.

(12) Participate on a joint or a joint and several basis in any securities
trading account.

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,* 64 - 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, 48 - 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.

4
<PAGE>

Dr. W. Giles Mellon, 69 - Director of the Fund, has been Professor of Business
Administration and Area Chairman of Economics in the Graduate School of
Management, Rutgers University with which he has been associated since 1966. His
address is Rutgers University Graduate School of Management, 92 New Street,
Newark, New Jersey 07102. Dr. Mellon is a Director/Trustee of 15 other funds in
the Reich & Tang Fund Complex.

Robert Straniere, 59 - 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 15 other funds in the Reich & Tang Fund Complex, and a
Director of Life Cycle Mutual Funds, Inc.

Dr. Yung Wong, 61 - Director of the Fund, was Director of Shaw Investment
Management (UK) Limited from 1994 to October 1995 and formerly General Partner
of Abacus Partners Limited Partnership (a general partner of a venture capital
investment firm) from 1984 to 1994. His address is 29 Alden Road, Greenwich,
Connecticut 06831. Dr. Wong has been a Director of Republic Telecom Systems
Corporation (a provider of telecommunications equipment) since January 1989 and
of TelWatch, Inc. (a provider of network management software) since August 1989.
Dr. Wong is also a Director/Trustee of 15 other funds in the Reich & Tang Fund
Complex and a Trustee of Eclipse Financial Asset Trust.

Bernadette N. Finn, 52 - 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.
with which she was associated from September 1970 to September 1993. Ms. Finn is
also Vice President and Secretary of 4 additional funds, and a Secretary of 14
funds in the Reich & Tang Fund Complex.

Richard De Sanctis, 43 - Treasurer of the Fund, has been Vice President and
Treasurer of the Manager since September 1993. Mr. De Sanctis was formerly
Controller of Reich & Tang, Inc. from January 1991 to September 1993. Mr. De
Sanctis is also Treasurer of 17 other funds in the Reich & Tang Fund Complex,
and is Vice President and Treasurer of Cortland Trust, Inc.

Rosanne Holtzer, 35 - 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 from June 1986. Ms. Holtzer is also Assistant Treasurer of 18 other
funds in the Reich & Tang Fund Complex.

The Fund paid an aggregate remuneration of $7,500 to its directors with respect
to the period ended December 31, 1999, all of which consisted of directors' fees
paid to the three disinterested directors, pursuant to the terms of the
Investment Management Contract.

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

AGGREGATE COMPENSATION PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION FROM
NAME OF PERSON, FROM THE FUND BENEFITS ACCRUED AS PART BENEFITS UPON RETIREMENT FUND AND FUND COMPLEX PAID
POSITION OF FUND EXPENSES TO DIRECTORS*
Dr. W. Giles Mellon, $2,500 0 0 $59,500 (16 Funds)
Director
Robert Straniere, $2,500 0 0 $59,500 (16 Funds)
Director
Dr. Yung Wong, $2,500 0 0 $59,500 (16 Funds)
Director
</TABLE>

o The total compensation paid to such persons by the Fund and Fund Complex for
the fiscal year ending December 1999. 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.

5
<PAGE>

Code of Ethics

The Fund, the Manager and the Distributor have each adopted a Code of Ethics
(collectively, the "Code of Ethics") under Rule 17j-1 of the 1940 Act. The Code
of Ethics restricts the personal investing by certain access persons of the Fund
in securities that may be purchased or held by the Fund to ensure that such
investments do not disadvantage the Fund. The Code of Ethics for the Fund, the
Manager and the Distributor are filed as exhibits to the Fund's registration
statement and instructions concerning how these documents can be obtained may be
found on the back cover of the Fund's Prospectus.

IV. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

On March 31, 2000 there were 5,348,272 Institutional Class shares, 393 Retail
Class shares and 0 Administrative Class shares of the Fund outstanding. As of
March 31, 2000, the amount of shares owned by all officers and directors of the
Fund, as a group, was 16.84% 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 March 31, 2000:

Name and Address % of Class Nature of Ownership
- ---------------- ---------- -------------------
Institutional Class
J. Dennis Delafield 12.61% Beneficial
c/o Delafield Asset Management
600 Fifth Avenue
New York, N.Y. 10020

Charles Schwab and Co.
101 Montgomery Street 11.72% Record
San Francisco, CA 94104-4122

National Financial Services Corp. 10.70% Record
One World Financial Center
200 Liberty Street
New York, N.Y. 10281-1003

MetLife Def Cont Group 5.56% Record
4 New york Plz
New York, NY 10004

Retail Class

Charles Schwab and Co. 100% Record
101 Montgomery Street
San Francisco, CA 94104-4122

Administrative Class
None

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 March 31, 2000, investment manager, adviser, or supervisor with
respect to assets aggregating in excess of $16.1 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.

Nvest Companies, L.P. ("Nvest Companies") is the limited partner and owner of a
99.5% interest in the Manager. Reich & Tang Asset Management, Inc. ("RTAM") is
the sole general partner and owner of the remaining 0.5% interest of the
Manager, as well as being an indirect wholly-owned subsidiary of Nvest
Companies. Nvest Companies is a publicly traded company of which approximately
13% of its outstanding partnership interests is owned, directly and indirectly,
by Reich & Tang, Inc. The managing general partner of Nvest Companies is Nvest
Corporation, a Massachusetts corporation (formerly known as The New England
Investment Companies, Inc.)

6
<PAGE>

Nvest Companies is a holding company offering a broad array of investment styles
across a wide range of asset categories through seventeen 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 & Boyles, 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 more than 80
other registered investment companies.

RTAM is also an indirect subsidiary of Metropolitan Life Insurance Company
("MetLife"). MetLife directly and indirectly owns approximately 47% of the
outstanding partnership interests of Nvest Companies and may be deemed a
"controlling person" and the Manager.

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

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, 2000. 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 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, 1997, 1998, and 1999, the Manager
received investment management fees totaling $839,165, $1,100,927 and $739,325,
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 State Street Kansas City, the
Fund's bookkeeping or

7
<PAGE>

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, 1997, 1998 and 1999, the fee payable to the Manager under the
Administrative Services Contract was $220,281, $288,993, and $194,073
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.

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.

The following distribution and service fee information relates to the
Institutional Class Shares only. 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
8
<PAGE>

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 and, $17,733
was spent on prospectus, application and miscellaneous printing. For the Fund's
fiscal year ended December 31, 1999, the Fund did not pay a distribution fee for
expenditures pursuant to the Plan. During such time, the Fund did not accrue
shareholder servicing fees. The Manager made payments from its own resources
aggregating $5,610 which was spent on prospectus and application printing.

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 its
own resources, which may include the management fee, and past profits for the
following purposes: (i) to defray the costs of, and to compensate others,
including Participating Organizations with whom the Distributor has entered into
written agreements for performing shareholder servicing and related
administrative functions on behalf of the 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 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, 2000. 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

State Street Kansas City 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 Independent Accountants

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

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Pricewaterhouse Coopers LLP, 1177 Avenue of the America, New York, New York
10036, 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
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, 1997, 1998 and 1999, the Fund paid
aggregate brokerage commissions of $155,671, $330,182, and $354,767
respectively. Of those amounts $96,011, $188,803, and $208,761 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 and 1999 is (increased)
trading activity of the Fund. For the fiscal year ended December 31, 1999, the
Distributor received 59% of the brokerage commissions paid by the Fund and
effected 85% 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.

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<PAGE>
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 will 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.

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 which would cause the Fund to
become a "personal holding company" for Federal income tax purposes. In this
regard, the Fund may also exercise its right to reject purchase orders.

The shares of the Fund have non-cumulative voting rights, which means that the
holders of more than 50% of the shares outstanding voting for the election of
directors can elect 100% of the directors if the holders choose to do so, 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.

As a general matter, the Fund will not hold annual or other meetings of the
Fund's shareholders. This is because the By-Laws of the Fund provide for annual
meetings only (i) as required by the 1940 Act, and (ii) upon the written request
of holders of shares entitled to cast not less than 10% of all the votes
entitled to be cast at such meeting. Annual and other meetings may be required
with respect to such additional matters relating to the Fund as may be required
by the 1940 Act, any registration of the Fund with the SEC or any state, or as
the Directors may consider necessary or desirable. Each Director serves until
the next meeting of shareholders called for the purpose of considering the
re-election of such Director or the election of a successor to such Director.

VIII. PURCHASE, REDEMPTION AND PRICING 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. The minimum
initial investment for the Institutional Class shares is $250,000. This minimum
initial investment requirement may be waived at the discretion of the Fund. With
respect to the Retail and Administrative Class of shares, the minimum initial
investment in the Fund is $5,000. The minimum initial investment for an
Individual Retirement Account is $250.
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<PAGE>
The Fund will normally have its assets as fully invested as is practicable and
as is consistent with the investment objectives of the Fund. 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.

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.

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 all the shares in an account (with the
exception of IRAs) if the net asset value of all the remaining shares in the
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 Investors whose Participating Organizations have not undertaken to
provide such statements will receive them from the Fund directly.

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 800-221-3079 (toll free outside New York State).

All shareholders will receive from the Fund a quarterly 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 quarter 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 and Personal Delivery

Adminstrative Class share investors may send or personally deliver a check
made payable to "Delafield Fund, Inc." 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 800-221-3079
(outside New York State) and then instruct a member commercial bank to wire
money immediately to:

State Street Kansas City
ABA #101003621
Reich & Tang Funds
DDA #890752-957-0
For Delafield Fund, Inc.
Account of (Investor's Name)

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.

Electronic Funds Transfers (EFT), Pre-authorized Credit and Direct Deposit
Privilege

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

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

Systematic Withdrawal Plan

Any shareholder who owns shares of the Fund with an aggregate value of $10,000
or more may establish a Systematic Withdrawal Plan under which he offers to sell
to the Fund, at net asset value, the number of full and fractional shares which
will produce the monthly or quarterly payments specified (minimum $50 per
payment). Depending on the amounts withdrawn, systematic withdrawals may deplete
the investor's principal. Investors contemplating participation in this plan
should consult their tax advisers.

Shareholders wishing to utilize this plan may do so by completing an application
which may be obtained by writing or calling the Fund. No additional charge to
the shareholder is made for this service.

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 can 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 for redemptions may not exceed the sum of
$25,000 per request, per day. The
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<PAGE>
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.

Retirement Plans

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.

Exchange Privilege

Shareholders of the Fund are entitled to exchange some or all of their shares in
the Fund for Class B shares of either the Daily Tax Free Income Fund, Inc. or
the Short Term Income Fund, Inc. (U.S. Government Portfolio), each of which are
other investment companies which retain Reich & Tang Asset Management L.P. as
investment adviser or manager. In the future, the exchange privilege program may
be extended to other investment companies which retain Reich & Tang Asset
Management L.P. as investment adviser or manager. The Fund will provide
shareholders with 60 days written notice prior to any modification or
discontinuance of the exchange privilege. An exchange of shares in the Fund
pursuant to the exchange privilege is, in effect, a redemption of Fund shares
(at net asset value) followed by the purchase of shares of the investment
company into which the exchange is made (at net asset value) and may result in a
shareholder realizing a taxable gain or loss for Federal income tax purposes.

There is no charge for the exchange privilege or limitation as to frequency of
exchanges. The minimum amount for an exchange is $1,000, except that
shareholders who are establishing a new account with an investment company
through the exchange privilege must insure that a sufficient number of shares
are exchanged to meet the minimum initial investment required for the investment
company into which the exchange is being made. Each class of shares is exchanged
at its respective net asset value. The exchange privilege is available to
shareholders resident in any state in which shares of the investment company
being acquired may legally be sold. Before making an exchange, the investor
should review the current prospectus of the investment company into which the
exchange is being made. Prospectuses may be obtained by contacting the
Distributor at the address or telephone number listed on the cover of this
Prospectus.

Instructions for exchange may be made in writing to the Transfer Agent at the
appropriate address listed herein or, for shareholders who have elected that
option, by telephone. The Fund reserves the right to reject any exchange
request.
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<PAGE>
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 the Internal Revenue Code (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 (i) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar year, (ii) 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 (iii) 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
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, will 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
16
<PAGE>

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. 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 (i) the shareholder fails to furnish the Fund with and to
certify the shareholder's correct taxpayer identification number or social
security number, (ii) 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 (iii) 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.

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,
17
<PAGE>
however, based on the advice of counsel, these laws and regulations do not
prohibit such depository institutions from providing other services for
investment companies such as the shareholder servicing and related
administrative functions referred to above. The Fund's Board of Directors will
consider appropriate modifications to the Fund's operations, including
discontinuance of any payments then being made under the Plan to banks and other
depository institutions, in the event of any future change in such laws or
regulations which may affect the ability of such institutions to provide the
above-mentioned services. It is not anticipated that the discontinuance of
payments to such an institution will result in loss to shareholders or change in
the Fund's net asset value. In addition, state securities laws on this issue may
differ from the interpretations of Federal law expressed herein and banks and
financial institutions may be required to register 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 include
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.

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, 1999 and the report therein of Pricewaterhouse Coopers LLP are herein
incorporated by reference to the Fund's Annual Report. The Annual Report is
available upon request and without charge.

18
<PAGE>
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:

1: An application for rating was not received or accepted.

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

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

4. 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.

19
<PAGE>
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 time.

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

20
<PAGE>
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.

21
<PAGE>
PART C - OTHER INFORMATION
Item 23. Exhibits

* (a) Articles of Incorporation of the Registrant.

* (b) By-Laws of the Registrant.

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

(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.

** (h) Form of Sub-Transfer Agency Agreement Between Registrant and Investors
Fiduciary Trust Company.

* (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.

(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.

(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) above).

(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) Not applicable.

(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) Code of Ethics of Registrant, Advisor (RTAM), and the Distributor
(Reich and Tang Distributors, Inc,.)

(q) 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).

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

* Filed with Pre-Effective Amendment No. 1 on Form N-1A to Registration
Statement No. 33-69760 on November 15, 1993, refiled for Edgar purposes
only with PEA No. 6 on June 17, 1998, and is incorporated by reference
herein)

** (Originally filed with Post-Effective Amendment No. 2 on Form N-1A to
Registration Statement No. 33-69760 on January 31, 1995 refiled for Edgar
purposes only with PEA No. 6 on June 17, 1998, and is incorporated by
reference herein)
C-1

<PAGE>
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 "Management, Organization and Capital
Structure" in the Prospectus, and "Investment Advisory and Other Services" in
the Statement of Additional Information of the Registration Statement is
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., 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., 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
Financial Officer. 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

C-2
<PAGE>
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 De Sanctis 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. De Sanctis 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 and Ryland,are
399 Boylston Street, Boston, Massachusetts 02116. For all other persons, the
principal business address is 600 Fifth Avenue, New York, New York 10020.

Positions and Offices Positions and Offices
Name With the Distributor With the Registrant

Peter S. Voss Director None
G. Neal Ryland Director None
Richard E. Smith III President None
Steven W. Duff Director None
Bernadette N. Finn Vice President Vice President & Secretary
Lorraine C. Hysler Secretary None
Richard De Sanctis Treasurer Treasurer
Richard I. Weiner Vice President None

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 Avenue, 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(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 28th day of
April, 2000.

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.

SIGNATURE CAPACITY DATE

(l) Principal Executive
Officer:

/s/ J. Dennis Delafield Chairman April 28, 2000
J. Dennis Delafield and Director

(2) Principal Financial and
Accounting Officer:

/s/ Richard De Sanctis Treasurer April 28, 2000
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 April 28, 2000
Bernadette N. Finn
Attorney-in-Fact*

* 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.

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated January 28, 2000, relating to the
financial statements and financial highlights which appears in the December 31,
1999 Annual Report to Shareholders of Delafield Fund, Inc. which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights", "Financial
Statements", and "Counsel and Independent Accountants" in such Registration
Statement.

PricewaterhouseCoopers LLP

New York, New York
April 27, 2000

Exhibit j.1

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

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated January 29, 1999, on the financial
statements of Delafield Fund, Inc. referred to in the Post-Effective Amendment
No. 9 to the Registration Statement on Form N-1A as filed with the Securities
and Exchange Commission.

McGladrey & Pullen, LLP

New York, New York
April 27, 2000

<PAGE>

INDEPENDENT AUDITOR'S REPORT

THE BOARD OF DIRECTORS AND SHAREHOLDERS
DELAFIELD FUND, INC

We have audited the accompanying statement of changes in net assets for the year
ended December 31, 1998 and the financial highlights for each of the four years
in the period ended December 31, 1998 of the Delafield Fund, Inc. This financial
statement and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement and financial highlights based on our audits.

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

In our opinion, the financial statement and financial highlights referred to
above present fairly, in all material respects, the changes in its net assets
and the financial highlights of Delafield Fund, Inc. for the periods indicated,
in conformity with generally accepted accounting principles.

McGladrey & Pullen, LLP

New York, New York
January 29, 1999

February 17, 2000

DELAFIELD FUND, INC.

Wrapper to Adviser/Underwriter's Code of Ethics

Delafield Fund, Inc. hereby adopts as its own the annexed Code of
Ethics (the "Code") of its investment adviser, Reich & Tang Asset Management
L.P., and its principal underwriter, Reich & Tang Distributors, Inc. with the
following changes:

Definitions. Delafield Fund, Inc. is a "Fund" as that term is defined
in the Code, and each director, officer and employee of the Fund shall be deemed
to be an "Employee" as that term is used in the Code. Notwithstanding the
foregoing, any director of the Fund who is not an "interested person" of the
Fund within the meaning of Section 2(a)(19) of the Investment Company Act of
1940 ("disinterested director") generally shall not be deemed to be an
"Employee" as that term is used in the Code, except for purposes of Sections B1,
B2 (the first sentence only) and B3 of Article II and Sections D and F of
Article III. For purposes of the Fund's Code, "Advisory Person" shall also
include any natural person in a control relationship to the Fund.

Reporting. The only reporting requirement for each disinterested director
shall be as follows: he or she shall report each calendar quarter (rather than
each month) on the form attached hereto as Exhibit 1, but only if there had
been a personal Security transaction ( other than Exempt Transactions as defined
in Article II, Section B3) during the preceding quarter with respect to which he
or she, at the time of a purchase or sale of such Security, knew or, in the
ordinary course of fulfilling his or her official duties as a director of the
Fund, should, should have known that during the 15-day period immediately
preceding or after the date of the transaction in a Security by such
disinterested director, such Security is or was purchased or sold by the Fund or
was being considered for purchase or sale by the Fund or its investment adviser.

Sanctions. A sanction, if any, to be imposed on a disinterested director
may be imposed not by the Partnership, but rather by a majority of the other,
uninvolved directors of the Fund.

<PAGE>

REICH & TANG ASSET MANAGEMENT L.P.

REICH & TANG DISTRIBUTORS, INC.

CODE OF ETHICS AND CONDUCT ("Code")

Effective March 1, 2000

I. Definitions

A. "Partnership" shall mean Reich & Tang Asset Management L.P.

B. "Security" shall have the meaning set forth in Section 2(a) (36) of the
Investment Company Act of 1940, as amended ("the Act"), but shall not include
securities issued or guaranteed by the United States Government or its agencies
or instrumentalities, bankers' acceptances, bank certificates of deposit,
commercial paper, shares of registered open-end investment companies or other
money market instruments designated by the Partnership.

C. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell such security has been made and communicated
and, with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.

D. "Control" shall have the meaning set forth in Section 2(a) (9) of the
Act.

E. "Access Person" shall mean any partner, officer, or Advisory Person of
the Partnership or any director or officer of Reich & Tang Asset Management,
Inc. who, in the ordinary course of his or her business, makes, participates in,
or obtains information regarding, the purchase or sale of Securities by the
Partnership, or whose functions or duties as part of the ordinary course of his
or her business relate to the making of any recommendation by the Partnership
regarding the purchase or sale of Securities.

F. "Advisory Person" shall mean:

1. any Employee, as defined herein, of the Partnership (or Reich &
Tang Asset Management, Inc.) who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding, the purchase or sale of a Security by the
Partnership, or whose functions relate to the making of any
recommendation with respect to such purchases or sales; or

2. any natural person in a control relationship to the Partnership
who obtains information concerning recommendations made with
regard to the purchase or sale of a Security by the Partnership.

G. "Director" means a director of Reich & Tang Asset Management, Inc.
within the meaning of Section 202(a) (8) of the Investment Advisors Act of 1940
("Advisors Act").

H. "Employee" includes all "Access Persons" and "Advisory Persons" and
"Portfolio Managers" as defined herein as well as all other employees of the
Partnership.
<PAGE>
I. "Beneficial Ownership" shall be interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as
amended. Generally, a person is considered the beneficial owner of securities if
the person has a pecuniary interest in the securities and includes securities
held by members of the person's immediate family sharing the same household, or
other persons if, by reason of any contract, understanding, relationship,
agreement or other arrangement, the person obtains from such securities benefits
substantially equivalent to those of ownership.

J. "Portfolio Manager" shall mean those Employees of the Partnership
entrusted with the direct responsibility and authority to make investment
decisions affecting clients and who, therefore, are the persons best informed
about clients' investment plans and interests.

K. "Fund" shall mean an investment company registered under the Act.

L. "Distributor" shall mean Reich & Tang Distributors, Inc.

II. Conflicts of Interest-Personal Investments

A. General. All Employees are obliged to put the interests of the
Partnership's clients before their own personal interests and to act honestly
and fairly in all respects in their dealings with clients. This is an obligation
imposed on all Employees of any investment advisory firm.

It is the fundamental policy of the Partnership and the Distributor to
avoid conflicts of interest, potential conflicts of interest or even the
appearance of such conflicts whenever possible. Moreover, it is a basic policy
of the Partnership and the Distributor that no Employee should take advantage of
their position with the Partnership and the Distributor for personal gain.
However, if a conflict were to unavoidably occur, it is also the policy of the
Partnership to resolve such conflict in favor of the client. Even in instances
in which there is an identity of interest between a client and an Employee, the
Employee must recognize that the Partnership's clients have priority in any
right to benefit from our investment advice over any rights of the Employee, or
any non-client members of the Employee's family whom he or she may advise. This
condition inevitably places some restrictions on the freedom of investment of
our Employees and their families.

This Code does not attempt to describe all possible conflicts of interests,
but rather, attempts to establish general principles and to highlight possible
problem areas. Employees should be conscious that areas other than personal
securities transactions may involve conflicts of interest. For example, one such
area would be accepting gifts or favors from persons such as brokers, dealers,
securities salespersons or other persons with whom the Partnership has a
business relationship since such gifts or favors (such as the ability to
participate in initial public offerings or private placements) could impair the
Employee's objectivity. Thus, the requirements set forth below are not intended
to cover all situations that may involve a possible conflict of interest. Rather
they are intended to provide (i) a framework for understanding such conflicts
and (ii) a mechanism for monitoring and reporting personal securities
transactions. If there is any doubt about such matters, the compliance officers
listed in Appendix A or such other persons designated by them to perform such
functions ("Compliance Officers") should be consulted before any action
regarding such matters are taken.

B. Prohibited Personal Trading

1. Improper Use of Information. No Employee may use their
knowledge concerning any client's securities transactions for trading
in their personal account, any account in which he or she has a
"beneficial ownership" interest, or in any account controlled by or
under the influence of such Employee.

2. Purchases and Sales. Unless the transaction is exempt under
II.B.3. below, no Employee may purchase or sell, directly or
indirectly, any Security in which he or she has, or by reason of the
transaction will acquire, any direct or indirect beneficial ownership
interest and to their actual

<PAGE>
knowledge at the time of such Security's purchase or sale (a) is
currently being purchased or sold on behalf of a client (i.e., an
order has been entered but not executed for a client), or (b) is
currently being considered for purchase or sale on any client's
behalf, even though no order has been placed, unless either (i) the
order for the client is executed or withdrawn or (ii) the Employee's
order is executed at the same time and at the same price as the
client's order and the Employee's order does not otherwise receive any
unfair advantage. In addition, unless the transaction is exempt under
II.B.3. below, no Portfolio Manager may purchase or sell, directly or
indirectly, any Security in which he or she has, or by reason of the
transaction will acquire, any direct or indirect beneficial ownership
interest and to their actual knowledge at the time of such purchase or
sale (a) is currently being considered for purchase or sale on any
clients' behalf or (b) has been purchased or sold for a client's
account within the prior seven business days, unless the Portfolio
Manager obtains the prior written approval of one of the Compliance
Officers. In the event client orders cannot be fully satisfied,
Employee orders for the same security that were entered at the same
time as client orders will only be satisfied after client orders are
filled unless otherwise approved by a Compliance Officer. For these
purposes, registered investment companies and unregistered investment
funds are treated as client accounts even if Employees or their
affiliates own all or substantially all of such entities. Any profits
on transactions prohibited by this paragraph will be required to be
disgorged.

Unless the transaction is exempt under II.B.3. below or the
transaction does not involve a Security, every Employee intending to
make a personal securities transaction that will result in the
Employee acquiring or disposing of any direct or indirect beneficial
ownership interest in Securities whose value exceeds $10,000 must
either (i) obtain prior written approval for such personal securities
transaction from one of the Compliance Officers or (ii) refrain from
effecting such transaction.

Requests by Employees for prior clearance of personal securities
transactions must be made in writing on the standard Personal Trading
Request and Authorization Form attached as Appendix B ("Authorization
Form") and submitted to one of the Compliance Officers, who will be
responsible for reviewing and processing such requests. Written
responses to such requests will also be provided on the Authorization
Form. The requesting Employee should retain a copy of the
Authorization Form for his or her records.

A Compliance Officer may grant such approval if the transaction
(i) is considered not to be potentially harmful to any client, or (ii)
would be very unlikely to affect the market in which such Securities
are traded, or (iii) clearly is not related economically to the
Securities to be purchased, sold, or held by any client and the
Employee is not in possession of material non-public information
obtained in the course of the Employee's duties for the Partnership.

Prior clearance of any personal securities transaction is
effective for five (5) business days from and including the date
clearance is granted. If the personal securities transaction is not
completed within that period, reapproval of the transaction for each
additional period of five (5) business days must be obtained.

3. Exempt Transactions. The prohibitions of II.B.2. above do not
apply to the following transactions:

a. purchases or sales effected in any account over which an
Employee has no direct or indirect influence or control; or
in any account of the Employee which is managed on a
discretionary basis by a person other than the Employee and
which the Employee does not in fact influence or control the
purchase or sale transactions;

b. purchases or sales which are non-volitional on the part of
the Employee;

c. purchases which are part of an automatic dividend
reinvestment plan;

<PAGE>

d. purchases effected upon the exercise of rights issued pro
rata to all holders of a class of Securities to the extent
such rights were acquired from such issuer, and sales of
such rights so acquired;

e. purchases or sales of Securities which are not eligible for
purchase or sale by any client;

f. purchases and sales of shares of open-end investment
companies and other instruments not considered to be
"Securities" for purposes of this Code.

C. Specific Rules. The following rules govern Employee investment
activities for the Employee's personal account and for accounts in which the
Employee has any direct or indirect beneficial ownership interest. These rules
are in addition to those described in II.B. above.

1. New Issues. No Employee may purchase any Securities available in an
initial public offering ("IPO") of common stock or convertible securities
directly from the issuer or an underwriter at the initial offering price,
but must purchase such securities in secondary trading after obtaining the
prior written approval of one of the Compliance Officers.

2. Private Placements. No Employee may purchase a Security that is the
subject of a private offering unless the prior written approval of one of
the Compliance Officers has been obtained. The rationale of the Compliance
Officer supporting the approval will be retained in the Partnership's files
with the approval.

3. Short Sales. No Employee may sell a Security short that is owned by
any client.

4. Short-Term Trading. No Employee shall profit in the purchase and
sale, or sale and purchase, of the same (or equivalent) Securities within
15 calendar days without the prior written approval of one of the
Compliance Officers. Any profit realized by an Employee on such short-term
trading will be disgorged, unless such prior written approval has been
obtained.

5. Commissions. Commissions on personal securities transactions may be
negotiated by the Employee, but payment of a commission rate that is better
than the rate available to the Partnership's clients through similar
negotiations is prohibited.

6. Options and Futures. The purchase, sale, and utilization of options
and futures contracts on specific Securities by the Employee are subject to
the same restrictions as those set forth in this Code with respect to
Securities, i.e., the option or futures contract should be treated as if it
were the Security for these purposes.

III. General Standards

A. Written Record of Securities Recommendations. Every order for the
purchase or sale of Securities for clients, excluding recommendations to
increase or decrease existing positions, must be memorialized in writing either
prior to or immediately after the purchase or sale order is provided to the
trading desk. A standard Security Trading Advice Form (buy/sell ticket) for
purchase or sale orders must be used for this purpose and should be provided to
or otherwise made available to the trading desk.

B. Use of Securities Recommendations. Any investment ideas developed by any
Employee in the course of working for the Partnership must be made available for
use by clients prior to any personal trading or investment by any Employee based
on such investment ideas, provided, however, that this shall not prohibit any
Employee from purchasing such Securities where such purchase by clients would be
inappropriate at such time in the opinion of the applicable Portfolio Manager.
See also the prohibitions against self-dealing and front-running described in
III.E. and III.F. below.
<PAGE>

C. Gifts, Favors and Gratuities. No Employee should seek from a
broker-dealer, securities salesperson, approved company (i.e., a company the
Securities of which are held by a client), supplier, client or other person or
organization with whom the Employee has a business relationship any gift, favor,
gratuity or preferential treatment that is or may appear to be connected with
any present or future business dealings between the Partnership and that person
or organization and which may create or appear to create a conflict of interest.
As one consequence, no Employee may purchase IPOs or private placements, except
as described in II.C.1. and 2. above. No gifts or other items of more than de
minimis value may be accepted from any person or entity that does business with
or on behalf of the Partnership. All gifts, favors or gratuities having a fair
market value in excess of $100 should be reported immediately to one of the
Compliance Officers and described on the Monthly Securities Transaction report
("Monthly Report'). Gifts, favors or gratuities with an aggregate value of less
than $100 need only be reported on the Monthly Report. A determination will be
made whether any such gifts, favors or gratuities should be returned. In
addition, discretion should be used in accepting invitations for dinners,
evening entertainment, sporting events or theater. While in certain
circumstances it may be appropriate to accept such invitations, all invitations
whose value exceeds $100 should also be immediately reported to one of the
Compliance Officers and described on the Monthly Report. Any invitations from
any person or organization involving free travel for more than one day must
receive prior approval from one of the Compliance Officers. No Employee should
offer any gifts, favors or gratuities that could be viewed as influencing
decision-making or otherwise could be considered as creating a conflict of
interest on the part of their recipient.

D. Inside Information. No Employee may seek any benefit for himself or
herself, a client or anyone else from the use of material, non-public
information about issuers, whether or not held in the portfolios of our clients
or suitable for inclusion in their portfolios. Any Employee who believes he or
she is in possession of such information must contact one of the Compliance
Officers immediately. This prohibition should not preclude an Employee from
contacting officers and employees of issuers or other investment professionals
in seeking information about issuers that is publicly available. Please
remember, in this regard, to review the Statement of Policy Regarding Insider
Trading attached as Appendix C ("Policy Statement").

E. Fair Dealing vs. Self-Dealing. Every Employee shall act in a manner
consistent with the obligation to deal fairly with all clients when taking
investment action. Self-dealing for personal benefit or for the benefit of the
Partnership, at the expense of clients, will not be tolerated. The receipt of
"special favors" from a stock promoter, such as participation in a private
placement or IPO, as an inducement to purchase other Securities for clients is
not permitted. The existence of any substantial economic relationship between a
proposed personal securities transaction and any Securities held or to be
acquired by the Partnership or clients must be disclosed on the Authorization
Form.

F. Front-Running. No Employee shall engage in "front-running" an order or
recommendation, even if the Employee is not handling either the order or the
recommendation and even if the order or recommendation is for someone other than
a client of the Partnership. Front-running consists of executing a transaction
in the same or underlying Securities, options, rights, warrants, convertible
Securities or other related Securities, in advance of block or large
transactions of a similar nature likely to affect the value of the Securities,
based on the knowledge of the forthcoming transaction or recommendation. See
II.B.2. above in this regard.

G. Confidentiality. Information relating to any client's portfolio or
activities is strictly confidential and should not be discussed with anyone
outside of the Partnership. In addition, from the time that an Employee
anticipates making a recommendation to purchase or sell a Security, through the
time that all transactions for clients based on that recommendation have been
consummated, the "subject and content" of the recommendation may be considered
to constitute "inside information". Accordingly, Employees must maintain the
utmost confidentiality with respect to their recommendations during this period
and may not discuss a contemplated recommendation with anyone outside of the
Partnership. In this regard, please also see the Policy Statement.

<PAGE>
Any written or oral disclosure of information concerning clients or
particular purchase or sale transactions for client accounts should be made only
by persons who are specifically authorized to release that information, after
consultation with one of the Compliance Officers. Please note that this
prohibition is not intended to inhibit exchanges of information among Employees.

H. Service as a Director. No Portfolio Manager shall serve on the board of
directors of a publicly traded company, absent prior written authorization from
a Compliance Officer based upon a determination that the board service would be
consistent with the interests of the Partnership and its clients.

IV. Reports of Personal Investments by Employees

A. Account Reporting. Every Employee must immediately notify one of the
Compliance Officers in writing of any account in which they have or will have a
beneficial interest or for which they exercise influence or control over
investment decisions. Such notification must identify the brokerage firm at
which the account is maintained, the date the account was established, the
account executive, the title of the account, the account number and the names
and addresses of all individuals with a beneficial interest in the account. This
requirement also includes all such accounts of the Partnership's clients in
which the Employee has or will have a beneficial interest. Each Employee is
responsible for arranging to have records for securities transactions in such
accounts, other than those at the Partnership, sent to a Compliance Officer in
accordance with IV.B. below.

B. Monthly Reporting. Rule 204-2 under the Advisers Act requires that, with
certain minor exceptions, the Partnership must maintain a record of every
transaction in a Security in which the firm or any Employee has, or by reason of
such transaction acquires, direct or indirect beneficial interest in the
Security; provided, however, that no Employee shall be required to make a report
with respect to an exempt transaction specified in II.B.3. above. This
recordkeeping requirement is met through Monthly Reports sent to the
Partnership.

All Employees of the Partnership must file with the Partnership, by the
tenth calendar day of each month, a confidential Monthly Report for the
immediately preceding month whether or not there has been a personal securities
transaction for the month. (A copy of this Monthly Report is attached as
Appendix D). Each Monthly Report must set forth every transaction in a Security:

1. for the Employee's own account;

2. for any account in which the Employee has any "direct or
indirect beneficial ownership interest" (as defined herein),
unless the Employee has no direct or indirect "influence or
control" over investment decisions for the account; and

3. for any accounts of non-clients that the Employee manages
(for example, as trustee) or to whom the Employee gives
investment or voting advice.

In filing Monthly Reports for such accounts, please note:

a. Employees must file a report every month whether or not
there were any reportable transactions for such
accounts. If an Employee did not have any reportable
transactions, the Monthly Report should state "None."
All reportable transactions should be listed, if
possible, on a single form. If necessary, because of
the number of transactions, please attach a second form
and mark it "continuation." For every Security listed
on the Monthly Report, the information called for must
be completed by all Employees. Copies of duplicate
confirmation statements and account statements
(including those with the Partnership) may be attached
to a

<PAGE>
signed and dated Monthly Report in lieu of setting
forth the information otherwise required, or may be
mailed directly to a Compliance Officer.

b. Monthly Reports must show: (i) the date of the
transaction, the name of the issuer, the interest rate
and maturity date (if applicable), and the number of
shares and the principal amount of the Security
involved; (ii) the nature of the transaction, i.e.,
purchase, sale or other acquisition or disposition,
including gifts, the rounding out of fractional shares,
exercises of conversion rights and exercises or sales
of subscription rights; (iii) the price at which the
transaction was effected; (iv) the name of the broker,
dealer or bank with or through whom the transaction was
effected; and (v) the date that the report is submitted
by the Employee.

c. If duplicate confirmation statements and copies of
account statements are not attached to the Employee's
Monthly Report they should be mailed to a Compliance
Officer.

d. Monthly Reports on family and other accounts in which
an Employee has any direct or indirect beneficial
interest, and which are fee paying clients of the
Partnership or traded through the Partnership's Access
System, need merely list the Partnership account
number. Securities transactions for such accounts need
not be separately itemized.

4. Disclaimer of Beneficial Ownership. The broad definition of
"beneficial ownership" is for purposes of this Code only. It
does not necessarily cover other securities or tax laws. In
reporting securities transactions to the Partnership, an
Employee can include in their Monthly Report "a statement
declaring that the reporting or recording of any securities
transaction shall not be construed as an admission that the
reporting person has any direct or indirect beneficial
ownership in the security." For example, if an Employee who
is a parent or custodian sold securities owned by a minor
child under a Uniform Gifts to Minor Act, the Employee would
report such transaction on the Monthly Report, but such
Employee could disclaim beneficial ownership.

Whether an Employee's Monthly Report should include such a
disclaimer is a personal matter on which the Partnership
will make no recommendation. A disclaimer may be important
not only for securities law purposes, but also because it
might be some evidence of ownership for other purposes, such
as estate taxes. Accordingly, an Employee may wish to
consult his/her own attorney on this issue.

V. Securities Holdings Report

Upon entering employment with the Partnership (but in no event later
than 10 days thereafter), each new employee must complete an Existing Brokerage
Accounts memorandum, which is attached as Appendix E.2. Thereafter during
January in each year, all Employees must disclose on the Annual Personal
Securities Holdings Form, which is attached as Appendix F.2, all Securities
which they own or in which they have a beneficial interest and all securities in
any non-client account for which they participate in making decisions as of a
date no more than 30 days before the report is submitted. The Annual Personal
Securities Holdings Form must show: (i) the title of the Security, name of the
issuer, the number of shares and principal amount of the Security involved; (ii)
the name of the broker, dealer or bank with whom such accounts are maintained;
and (iii) the date that the report is submitted by the Employee.

<PAGE>
VI. Advising Non-Partnership Clients

Employees may not render investment advice to persons other than
clients of the Partnership or members of the Employee's immediate family, unless
the advisory relationship, including the identity of those involved and any fee
arrangements, has been disclosed to and cleared with a Compliance Officer. Such
advisory relationships are subject to the reporting provisions of IV. above.

VII. Violations of this Code

Violations of this Code may result in the imposition of sanctions by
regulatory authorities and/or the Partnership, including forfeiture of any
profit from a transaction, reduction in salary, fine, letter of censure,
suspension or termination of employment or such other remedial action as deemed
appropriate by the Partnership.

VIII. Acknowledgment of Receipt

Shortly following the commencement of employment, new Employees must
meet with the Compliance Officer to review the obligations imposed by this Code.
New Employees shall then sign a Compliance Certificate, which is attached to the
Code as Appendix E.1, to affirm that they have received the Code and will be
given a copy of the Code for their files. All Employees shall be required on an
annual basis to review the Code and sign another Compliance Certificate, which
is attached as Appendix F.1.

IX. Report to Boards of Fund Clients

At least annually, the Partnership and the Distributor must furnish to
the Board of each Fund client that it advises or underwrites, respectively, a
written report that (i) describes any issues arising under the Code, including,
but not limited to, information about material violations of the Code or
procedures and sanctions imposed in response to the material violations; and
(ii) certifies that the Partnership has adopted procedures reasonably necessary
to prevent Employees from violating the Code.

<PAGE>

APPENDIX A

Compliance Officers

Richard E. Smith III

Lorraine C. Hysler

<PAGE>

Appendix B

PERSONAL TRADING REQUEST AND AUTHORIZATION FORM

This Form must be completed by all Employees and Portfolio Managers of Reich &
Tang Asset Management, L.P. ("Partnership") prior to certain personal securities
transactions specified in the Partnership's Code of Ethics, unless the
transaction concerns an "exempt transaction" or does not involve "Securities" as
defined in the Code of Ethics for the Partnership.

Section I. (to be completed by the Employee)

1. Name: (Phone: )

2. Date or dates of proposed transaction:

3. Name of the issuer and dollar amount and/or number of securities of the
issuer proposed to be Purchased or sold:

4. Nature of transaction (i.e., purchase, sale, or other type of acquisition):
(1)

5. Are you or is a member of your immediate family an officer or director of
the issuer of the securities or any affiliate2 of the issuer? Yes[] No[]

If yes, please describe:

6. Do you have any direct or indirect professional or business relationship
with the issuer of the securities: (3)

If so, please describe:

7. Do you currently beneficially own more than 1/2 of 1% of the outstanding
equity securities of the issuer? Yes [] No[]

If yes, please report the total number of shares "beneficially owned":

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

(1) If other than a market order, please describe any proposed limits.

(2) For purposes of this question, "affiliate" would include (i) any
entity that directly or indirectly owns, controls, or holds with power
to vote 5% or more of the outstanding voting securities of the issuers
and (ii) any entity under common control with the issuer.

(3) A "professional relationship" includes, for example, the provision of
legal counsel or accounting services. A "business relationship"
includes, for example, the provision of consulting services and
insurance coverage.

<PAGE>
Section II. (to be completed by the Employee)

1. Are you aware of any facts regarding the proposed personal securities
transaction, including the existence of any substantial economic
relationship between the proposed personal securities transaction and any
securities held or to be acquired by the Partnership, or clients of the
Partnership, that may be relevant to a determination as to the existence of
a potential conflict of interest? (4)

Yes[] No[]

If yes, please describe:

2. Is the Security in question being considered for recommendation to any
client account or is there an order for a client account pending?
Yes[] No[]

If YES, do you intend to trade at a different time or price?
Yes[] No[]

If YES, all Employee orders must wait until the client order is executed or
withdrawn. All Portfolio Manager orders concerning such Securities must
receive prior written approval. See criteria listed in Section III below.

3. Has the Security in question been purchased or sold within the past seven
days? Yes[] No[]

If YES, all Portfolio Manager orders concerning such Securities must
receive prior written approval. See criteria list in Section III below.

4. Does the personal securities transaction involve Securities to be acquired
or sold having a value exceeding $10,000? Yes [] No []

If YES, the transaction must receive prior written approval. See criteria
listed in Section III below.

To the best of your knowledge and belief, the answers that you have
provided above in this Form are true and correct.

Date Signature

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

(4) Facts that would be responsive to this question would include, for
example, the receipt of "special favors" from a stock promotor, such
as participation in a private placement or initial public offering, as
an inducement to purchase other securities for clients. Another
example would be investment in securities of a limited partnership
that in turn owned warrants of a company formed for the purpose of
effecting a leveraged buy-out in circumstances where clients might
invest in securities related to the leveraged buy-out. The foregoing
are by no means the only examples of pertinent facts and in no way
limits the types of facts that may be responsive to this question.

<PAGE>

Section III. (to be completed by the Compliance Officer)

In determining whether to grant approval, the Compliance Officer will consider
the following factors:

1. Will the Employee or Portfolio Manager forseeably obtain a better price
with respect to the same Securities than any pending or recommended
transactions for clients? Yes [] No []

2. Does the Employee or Portfolio Manager propose to purchase a Security in a
rising market ahead of any client accounts? Yes [] No []

3. Does the Employee or Portfolio Manager propose to sell a Security in a
falling market ahead of any client accounts? Yes [] No []

4. Is the broker selection unusual in any respect? Yes [] No []

5. Is the size of the personal securities transaction large in comparison to
the average trading volume for the Security? Yes [] No []

6. Is the size of the personal securities transaction large in comparison to
the size of other transactions effected for the Employee or Portfolio
Manger? Yes [] No []

7. Does the Employee or Portfolio Manager have a pattern of short-term
transactions? Yes [] No []

8. Does the Employee or Portfolio Manager have a pattern of trading before
client transactions? Yes [] No[]

Section IV.

Approval or Disapproval of Personal Trading Request (to be completed by
Compliance Officer):

[] I confirm that the above-described proposed transaction is consistent with
the policies described in the Code of Ethics of the Partnership and that
the conditions necessary (5) for approval of the proposed transaction have
been satisfied.

[] I do not believe the above-described proposed transaction is consistent
with the policies described in the Code of Ethics of the Partnership or
that the conditions necessary for approval of the proposed transaction have
been satisfied.

Dated: Signed:
Title:

- ------------------------
(5) In the case of a personal securities transaction that involves a
"security" and is not an "exempt transaction" under the Code of
Ethics, please note that one of the Compliance Officers is required to
determine that the proposed personal securities transaction (i) is not
potentially harmful to any client, or (ii) would be very unlikely to
affect the market in which the portfolio securities are traded, or
(iii) clearly is not related economically to securities to be
purchased, sold, or held by any client. In addition, the Code of
Ethics require that the decision to purchase or sell the security at
issue does not involve the use of material non-public information
obtained in the course of the Employee's relationship with the
Partnership.
<PAGE>
Appendix C

STATEMENT OF POLICY REGARDING INSIDER TRADING
("POLICY STATEMENT")

Every Employee (1) of Reich & Tang Asset Management L.P. ("RTAM"), a
registered investment adviser, must read and retain a copy of this Policy
Statement. Any questions regarding this Policy Statement should be referred to
RTAM's compliance officers (the "Compliance Officers") who are primarily
responsible for the enforcement of the policies and procedures described herein.

SECTION I. STATEMENT OF POLICY

This Policy Statement applies to every Employee and extends to activities
both within and outside the scope of their duties at RTAM. RTAM forbids any
Employee from engaging in any activities that would be considered to be "insider
trading."

The term "insider trading" is not defined in the federal securities laws,
but generally is understood to prohibit the following activities:

1. trading by an insider, while in possession of material non-public
information;

2. trading by a non-insider while in the possession of material
non-public information, where the information either was disclosed to
the non-insider in violation of an insider's duty to keep it
confidential or was misappropriated;

3. recommending the purchase or sale of securities while in possession of
material non-public information; or

4. communicating material non-public information to others (i.e.,
"tipping").

The elements of insider trading and the penalties for such unlawful conduct
are discussed below. If after reviewing this Policy Statement, you have any
questions, you should consult one of the Compliance Officers.

A. Who is an Insider? The concept of "insider" is broad and it includes
officers, partners, and employees of a company. In addition, a person can be a
"temporary insider" if he or she enters into a special confidential relationship
in the conduct of a company's affairs and, as a result, is given access to
information solely for the company's purposes. A temporary insider can include,
among others, a company's attorneys, accountants, consultants, bank lending
officers, and the employees of these organizations. In addition, RTAM and its
Employees may become temporary insiders of a company that RTAM advises or for
which RTAM performs other services. According to the U.S. Supreme Court, before
an outsider will be considered a temporary insider for these purposes, the
company must expect the outsider to keep the disclosed non-public information
confidential and the relationship must, at least, imply such a duty.

- ---------------------
(1) The term "Employee" as used herein includes "access persons" and
"advisory representatives," as those terms are defined in Rule 17j-1
under the Investment Company Act of 1940 and Rule 204-2 under the
Investment Advisers Act of 1940, respectively, as well as all other
employees of RTAM. Your receipt of this Policy Statement for your
review and signature means you are a person to whom all of the
provisions of this Policy Statement apply.
<PAGE>

B. What is Material Information? Trading, tipping, or recommending
securities transactions based on inside information is not an actionable
activity unless the information is "material." Generally, information is
considered material if: (i) there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions;
or (ii) it is reasonably certain to have a substantial effect on the price of a
company's securities. Information that should be considered material includes,
but is not limited to, the following: dividend changes, earnings estimates,
changes in previously released earning estimates, a joint venture, the borrowing
of significant funds, a major labor dispute, merger or acquisition proposals or
agreements, major litigation, liquidation problems, and extraordinary management
developments. For information to be considered material, it need not be so
important that it would have changed an investor's decision to purchase or sell
a particular security; rather it is enough that is the type of information on
which reasonable investors rely in making purchase or sale decisions. The
materiality of information relating to the possible occurrence of any future
event would depend on the likelihood that the event will occur and its
significance if it did occur.

C. What is Non-Public Information? All information is considered non-public
until it has been effectively communicated to the marketplace. One must be able
to point to some fact to show that the information is generally public. For
example, information found in a report filed with the Securities and Exchange
Commission ("SEC"), or appearing in Dow Jones, Reuters Economic Services, The
Wall Street Journal, or other publications of general circulation would be
considered public. Information in bulletins and research reports disseminated by
brokerage firms are also generally considered to be public information.

D. Bases for Liability. In order to be found liable for insider trading,
one must either: (i) have a fiduciary relationship with the other party to the
transaction and have breached the fiduciary duty owed to that other party; or
(ii) have misappropriated material non-public information from another person.

1. Fiduciary Duty Theory

Insider trading liability may be imposed on the theory that the insider
breached a fiduciary duty to a company. In 1990, the U.S. Supreme Court held
that there is no general duty to disclose before trading on material non-public
information, and that such a duty arises only where there is a fiduciary
relationship. That is, there must be an existing relationship between the
parties to the transaction such that one party has a right to expect that the
other party would either: (a) disclose any material non-public information, if
appropriate or permitted to do so; or (b) refrain from trading on such material
non-public information.

In 1983, the U.S. Supreme Court stated alternative theories under which
non-insiders can acquire the fiduciary duties of insiders: (a) they can enter
into a confidential relationship with the company through which they gain the
information (e.g., attorneys and accountants); or (b) they can acquire a
fiduciary duty to the company's shareholders as "tippees" if they were aware, or
should have been aware, that they had been given confidential information by an
insider that violated his or her fiduciary duty to the company's shareholders by
providing such information to an outsider.

However, in the "tippee" situation, a breach of duty occurs only where the
insider personally benefits, directly or indirectly, from the disclosure. Such
benefit does not have to be pecuniary, and can be a gift, a reputational benefit
that will translate into future earnings, or even evidence of a relationship
that suggests a quid pro quo.

2. Misappropriation Theory

Another basis for insider trading liability is the "misappropriation"
theory. Under the misappropriation theory, liability is established when trading
occurs as a result of, or based upon, material non-public information that was
stolen or misappropriated from any other person. The U.S. Supreme Court held
that a columnist for The Wall Street Journal had defrauded the Journal when he
obtained information

<PAGE>
that was to appear in the Journal and used such information for trading in the
securities markets. The U.S. Supreme Court held that the columnist's
misappropriation of information from his employer was sufficient to give rise to
a duty to disclose such information or abstain from trading thereon, even though
the columnist owed no direct fiduciary duty to the issuers of the securities
described in the column or to the purchasers or sellers of such securities in
the marketplace. Similarly, if information is given to an analyst on a
confidential basis and the analyst uses that information for trading purposes,
liability could arise under the misappropriation theory.

E. Penalties for Insider Trading. Penalties for trading on or communicating
material non-public information are severe, both for individuals involved in
such unlawful conduct and their employers. A person can be subject to some or
all of the penalties below even if he or she did not personally benefit from the
violation. Penalties include:

1. civil injunctions;

2. criminal penalties of up to $1 million and a maximum jail term of
from five to ten years for individuals and, for "non-natural
persons", penalties of up to $2.5 million;

3. private rights of actions for disgorgement of profits;

4. civil penalties for the person who committed the violation of up
to three times the profit gained or loss avoided, whether or not
the person actually benefitted;

5. civil penalties for the employer or other controlling person of
up to the greater of $1 million per violation or three times the
amount of profit gained or loss avoided as a result of each
violation; and

6. a permanent bar, pursuant to the SEC's administrative
jurisdiction, from association with any broker, dealer,
investment company, investment adviser, or municipal securities
dealer.

In addition, any violation of this Policy Statement can be expected to
result in serious sanctions by RTAM, including dismissal of the person(s)
involved.

SECTION II. PROCEDURES TO IMPLEMENT
THIS POLICY STATEMENT

The following procedures have been established to aid Employees in avoiding
insider trading, and to aid in preventing, detecting, and imposing sanctions
against insider trading. Every Employee of RTAM must follow these procedures or
risk serious sanctions, as described above. If you have any questions about
these procedures, please contact one of the Compliance Officers.

A. Identifying Insider Information. Before trading for yourself or others,
including for any client accounts managed by RTAM, in the securities of a
company about which you may have potential insider information, or before
revealing such information to others or making a recommendation based on such
information, you should ask yourself the following questions:

1. Is the information material? Is this information that an investor
would consider important in making an investment decision? Is
this information that would substantially affect the market price
of the securities if generally disclosed?

2. Is the information non-public? To whom has this information been
provided? Has the information been effectively communicated to
the marketplace by being

<PAGE>
published in The Wall Street Journal or other publications of
general circulation, or has it otherwise been made available to
the public?

If, after consideration of the above, you believe that the information is
material and non-public, or if you have any questions as to whether the
information is material and non-public, you should take the following steps:

1. Report the matter immediately to one of the Compliance Officers.
In consulting with the Compliance Officers, you should disclose
all information that you believe may bear on the issue of whether
the information you have is material and non-public.

2. Refrain from purchasing or selling securities with respect to
such information on behalf of yourself or others, including for
client accounts managed by RTAM, and from recommending a purchase
or sale of such securities.

3. Refrain from communicating the information inside or outside
RTAM, other than to the Compliance Officers.

After the Compliance Officers have reviewed the issue, you will be
instructed to continue the prohibitions against trading, recommending, or
tipping, or you will be allowed to trade, recommend, or communicate the
information. In appropriate circumstances, the Compliance Officers will consult
with legal counsel as to the appropriate course to follow.

B. Personal Securities Trading. All Employees of RTAM must adhere to the
Code of Ethics and Conduct ("Code") with respect to securities transactions
effected for their own account, accounts over which they have a direct or
indirect beneficial interest, and accounts over which they exercise any direct
or indirect influence. Please refer to the Code as necessary. In accordance with
the Code, Employees are required to obtain prior written approval from the
Compliance Officers on all personal securities transactions (unless otherwise
exempted) and to submit to the Compliance Officers Monthly Securities
Transaction Reports ("Monthly Reports") concerning their securities transactions
as required by the Code.

C. Restricting Access to Material Non-Public Information. Information in
your possession that you identify, or which has been identified to you, as
material and non-public must not be communicated to anyone, except as provided
in paragraph II.A., above. In addition, you should make certain that such
information is secure.

D. Resolving Issues Concerning Insider Trading. If, after consideration of
the items set forth in paragraph II.A., above, doubt remains as to whether
information is material or non-public, or if there is any unresolved question as
to the applicability or interpretation of the foregoing procedures, or as to the
propriety of any action, please discuss such matters with one of the Compliance
Officers before trading or recommending a purchase or sale based on such
information or communicating the information in question to anyone.

E. Supervisory Procedures. The Compliance Officers are critical to the
implementation and maintenance of these Policy and Procedures against insider
trading. The supervisory procedures set forth below are designed: (i) to prevent
insider trading; and (ii) to detect insider trading.

1. Prevention of Insider Trading.

In addition to the prior approval and the reporting and
monitoring procedures specified in the Code concerning personal
securities transactions, the following measures have been implemented
to prevent insider trading by Employees.
<PAGE>
a. Each Employee will be provided with a copy of this Policy
Statement regarding insider trading;

b. The Compliance Officers will, on a regular basis, conduct
educational seminars to familiarize Employees with this
Policy Statement. Such educational seminars will target, in
particular, persons in sensitive areas of RTAM who may more
often receive inside information;

c. The Compliance Officers will answer questions regarding this
Policy Statement;

d. The Compliance Officers will resolve issues of whether
information received by an Employee is material or
non-public;

e. The Compliance Officers will review on a regular basis, and
update as necessary, this Policy Statement;

f. Whenever it has been determined that an Employee has
material non-public information, the Compliance Officers
will: (i) implement measures to prevent dissemination of
such information, and (ii) restrict Employees from trading
in the securities by placing such securities on RTAM's
Restricted List; and

g. Upon the request of any Employee, one of the Compliance
Officers will promptly review and either approve or
disapprove a request for clearance to trade in specified
securities.

2. Detection of Insider Trading. To detect insider trading, the
Compliance Officers will:

a. review the personal securities transaction reports filed by
each Employee, including subsequent monthly review of all
personal securities transactions;

b. review the trading activity of client accounts managed by
RTAM;

c. review the trading activity of RTAM's own accounts, if any;
and

d. coordinate this review with other appropriate Employees of
RTAM, when the Compliance Officers have reason to believe
that insider information has been provided to certain
Employees.

3. Special Reports to Management. Promptly upon learning of a
potential violation of this Policy Statement, the Compliance Officers will
investigate the situation and prepare a confidential written report to
management providing full details and recommendations for further action.

4. Annual Reports to Management. On an annual basis, the Compliance
Officers will prepare a written report to RTAM's management summarizing
this Policy Statement particularly indicating any changes hereto since last
year's report, describing the steps taken to communicate this Policy
Statement to Employees, and detailing any investigation, either internal or
by any regulatory agency, into possible insider trading by any Employee and
describing the outcome and any resulting disciplinary action. In response
to the findings detailed in the report, RTAM's management may determine
that changes to this Policy Statement may be appropriate.
<PAGE>
Appendix D

REICH & TANG ASSET MANAGEMENT L.P.
MONTHLY REPORT OF SECURITIES TRANSACTIONS

FOR THE MONTH ENDED _________________

[] I have no securities transactions to report for this month.

[] I have securities transactions to report for this month and they are
listed as follows (to report additional transactions, please attach
additional pages, as needed).

[] As an analyst/manager, to the best of my knowledge, all of the trades
that I have given to the Capital Management Equity Trading Desk for
clients have been executed in accordance with my instructions.

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

================ ============== ================ =================== ================ ============== ============== ===============
*Please do not abbreviate or use ticker symbol.
</TABLE>

I (received __________ did not receive __________) favors, gifts or gratuities
from brokers, dealers, investment bankers or other business-related persons or
organizations during the above month. If such items were received, please
describe such favors, gifts or gratuities with a fair market value in excess of
$100 and the circumstances under which such items were received under "NOTES"
below.

Does any transaction for the month involve:

(a) Sales of securities purchased within 15 days of the sales? Yes [] No []

(b) Purchases or sales of private placement securities? Yes [] No []

<PAGE>

NOTES

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

Directions:

1. Include all securities transactions other than transactions in shares of
open-end investment companies (mutual funds), direct obligations of the
United States or any other OECD country or purchases which are part of an
automatic dividend reinvestment plan.

2. Report all transactions for all accounts (including client accounts) in
which you have any direct or indirect beneficial interest, except any such
account where you have no influence or control over investments. This
includes accounts of other members of your household for whose welfare you
are responsible or with whom you share expenses, such as a spouse, child,
or elderly relation. It would also include securities owned by an entity if
you are in a position to influence investment decisions of that entity.

3. A report on this form is required every month. It is to be filed within 10
days after the end of each month even if no securities transactions have
been carried out during the month.

- ----------------------------- ---------------------------------
Name (Please Print) Signature
- -----------------------------

Date Submitted:

<PAGE>

Appendix E.1
MEMORANDUM

TO: Reich & Tang Asset Management L.P. Employees

FROM: Lorraine C. Hysler

RE: Code of Ethics and Conduct Statement of Policy Regarding Insider Trading

DATE:

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

Attached to this memorandum are the Code of Ethics and Conduct (the "Code") and
Statement of Policy Regarding Insider Trading (the "Policy Statement") for Reich
& Tang Asset Management L.P. Both of these documents are essential in helping us
to protect the interests of all of our clients by maintaining the high standards
and reputation of the firm and guarding against inadvertent violations of
federal and/or state securities laws by the Partnership, its partners, officers
and employees.

For these reasons, we will from time to time distribute copies of the Code and
Policy Statement to our partners, officers and employees to be sure that
everyone is familiar with their provisions and continues to agree to comply with
the Code and Policy Statement as a condition of employment.

After you have had an opportunity to read and understand the Code and Policy
Statement, please return a signed copy of this memorandum to Lorraine C. Hysler
acknowledging (i) your receipt of such documents, (ii) your compliance with
their terms, including reporting or disclosing all personal securities
transactions or instances of insider trading required to be reported or
disclosed pursuant to the requirements of the Code and Policy Statement, (iii)
your agreement to comply with the provisions of those documents in the future
and (iv) your understanding that violations of the Code or Policy Statement may
lead to sanctions, including disciplinary action or dismissal and may also be a
violation of federal and/or state securities laws. Retain the Code and Policy
Statement for your files.

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

------------------------------------------
(Print Name)

<PAGE>

Appendix E.2

MEMORANDUM

TO: Lorraine C. Hysler

FROM:

DATE:

SUBJECT: Existing Brokerage Accounts

This memo is to acknowledge that I understand that as part of my compliance with
Reich & Tang's Code of Ethics, I may only maintain a brokerage relationship with
Schroder Wertheim.

I understand that I am not to open any new brokerage accounts other than an
account at Schroder with trades executed by the Equity Trading Desk.

I have listed any existing brokerage relationships below and will contact each
to close my account within the next 30 days.

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

- ------------------------------- -----------------------------------------
Date Signature of Employee
<PAGE>
Appendix F.1

TO: Reich & Tang Asset Management L.P. Employees

FROM: Richard E. Smith, III

RE: Annual Distribution of Code of Ethics and Conduct
Statement of Policy Regarding Insider Trading

Attached to this memorandum are the Code of Ethics and Conduct (the
"Code") and Statement of Policy Regarding Insider Trading (the "Policy
Statement") for Reich & Tang Asset Management L.P. Both of these documents are
being distributed to all employees to be sure that everyone is familiar with
their provisions and continues to agree to comply with the Code and Policy
Statement as a condition of employment. We have made the following changes to
the Code:

- - Clarified the Definition of "Beneficial Ownership";

- - Added that a Compliance Officer must provide his or her rationale for
permitting an employee to invest in a private placement;

- - Specified in greater detail the information and timing requirement of the
various monthly and annual reports required of employees under the Code;

- - Added the requirement of providing a written report and certification to
the Board of Directors of the equity funds concerning the Code and any
violations of it by RTAM employees;

- - Provided that, absent approval of a Compliance Officer, client orders would
be fully satisfied before RTAM employee orders for the same security placed
at the same time and at the same price, if the aggregated order could not
be completely filled;

- - Restricted RTAM employees from purchasing securities in an initial public
offering directly from the issuer or an underwriter of such offering,
relegating such employees to purchasing such issues in secondary trading;

- - Clarified that no gifts of more than a de minimis value may be accepted
from any person or entity that does business with RTAM;

- - Expanded the scope of remedial action that RTAM could take in response to
Code violations.

After you have had an opportunity to read and understand the Code and
Policy Statement, please return a signed copy of this memorandum to Lorraine
Hysler acknowledging (i) your receipt of such documents, (ii) your compliance
with the terms, including reporting or disclosing personal securities
transaction or instances of insider
<PAGE>

trading required to be reported or disclosed pursuant to the requirements of the
Code and Policy Statement, (iii) your agreement to comply with the provisions of
those documents in the future and (iv) your understanding that violations of the
Code or Policy Statement may lead to sanctions, including disciplinary action or
dismissal and may also be a violation of federal and/or state securities laws.
Retain the Code and Policy Statement for your files.

This form and the attached Annual Personal Securities Holdings form must be
completed and returned to Lorraine Hysler as soon as possible.

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

<PAGE>

Appendix F.2
REICH & TANG ASSET MANAGEMENT L.P.
ANNUAL PERSONAL SECURITIES HOLDINGS

In accordance with Section V of the Code of Ethics, please provide a
list of all Securities which you own or in which you have a Beneficial Interest,
including those in accounts of your immediate family members and all Securities
in non-client accounts for which you make investment decisions.

(1) Your name:

(2) If different than (1), name of the
person in whose name the account
is held:

(3) Relationship of (2) to (1):

(4) Broker at which account is maintained:

(5) Account Number:

(6) Contact person at Broker and phone number:

(7) For each account, attach the most recent account statement listing
Securities in that account. If you own or have a Beneficial Interest in
Securities that are not listed in an attached account statement(s),
list each such Security below:

Name of Security Quantity Value
Custodian

1.______________________________________________________________________________

2.______________________________________________________________________________

3.______________________________________________________________________________

4.______________________________________________________________________________

5.______________________________________________________________________________

6.______________________________________________________________________________

(Attach separate sheet if necessary)

I certify that this form and the attached statement(s) (if any)
constitute all of the Securities that I own or in which I have a Beneficial
Interest, including those held in accounts of my Immediate Family.

Date: Your Signature
Print Name

This form should be returned to Lorraine Hysler - 10th Floor
by February 15th of each year
<PAGE>

APPENDIX G

Effective January 1, 1998, all existing brokerage relationships were
"grandfathered"; all new accounts must be opened at Schroder and trades must be
executed by the Equity Trading Desk located on the 8th Floor.

<PAGE>
Exhibit 1

DELAFIELD FUND, INC.
QUARTERLY REPORT OF SECURITIES TRANSACTIONS

FOR THE QUARTER ENDED _________________

[] I have nothing to report pursuant to the Fund's adopted Code of Ethics.

[] I have securities transactions to report for the quarter and they are
listed as follows (to report additional transactions, please attach
additional pages, as needed).

<S> <C> <C> <C> <C> <C> <C> <C>
================ ============== ================ =================== ================ ============== ============== ===============
INTEREST RATE/ NAME OF
SHARES/ MATURITY DATE (IF BROKER OR
DATE AMOUNT SECURITY* APPLICABLE) PRICE BUY SELL BANK USED
- ---------------- -------------- ---------------- ------------------- ---------------- -------------- -------------- ---------------

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

================ ============== ================ =================== ================ ============== ============== ===============
*Please do not abbreviate or use ticker symbol.
</TABLE>

NOTES

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

Directions:

3. A report on this form is required within 10 days after the end of each
quarter in which you have had securities transactions that are subject to
reporting under the Fund's Code of Ethics.

- ----------------------------- ---------------------------------
Name (Please Print) Signature

Date Submitted:
-----------------------------