As filed with the Securities and Exchange Commission on March 27, 2000
Registration No. 33-69760
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/_/ PRE-EFFECTIVE AMENDMENT NO.
/_/ POST-EFFECTIVE AMENDMENT NO.
DELAFIELD FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
600 Fifth Avenue, New York, New York 10020
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(Address of Principal Executive Offices)
(212) 830-5220
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(Registrant's Telephone Number)
Bernadette N. Finn
c/o 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
75 East 55th Street
New York, New York 10022
The Registrant proposes that this filing becomes effective on April 27, 2000
pursuant to Rule 488(a) under the Securities Act of 1933.
No filing fee is due because the Registrant has previously registered an
indefinite number of shares under the Securities Act of 1933 pursuant to Section
24(f) under the Investment Company Act of 1940.
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FORM N-14
DELAFIELD FUND, INC.
Items Required by Form N-14
Part A
Form N-14
Item No. Prospectus Heading
1(a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2(a) *
(b) Table of Contents
3(a) Introduction - Comparison of Fees and Expenses
(b) Introduction - Synopsis
(c) Introduction - Principal Risk Factors
4(a) Information About the Reorganization
(b) Information About the Reorganization - Capitalization
Table
5(a) Registrant's Prospectus
(b) *
(c) *
(d) *
(e) *
(f) Additional Information About the Funds - Further
Information
6(a) Reich & Tang Equity Fund Inc's Prospectus; Synopsis;
Additional Information
About the Funds
(b) Additional Information About the Funds - Further
Information
(c) *
(d) *
7(a) Proxy Card; Information About the Reorganization -
The Plan and Vote
Required; Voting Matters
(b) *
(c) Proxy Card; Information About the Reorganization -
The Plan and Vote
Required; Voting Matters
8(a) *
(b) *
9 *
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* Not applicable or negative answer.
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Part B of
Form N-14
Item No. Statement of Additional Information Heading
10(a) Cover Page
10(b) Cover Page
11 *
12(a) Registrant's Statement of Additional Information
12(b) *
12(c) *
13(a) *
13(b) *
13(c) *
14 Annual Reports of the Registrant and Reich & Tang
Equity Fund Inc., both dated December 31, 1999
containing audited financial statements for the
fiscal year ended December 31, 1999; Statement of
Additional Information relating to this Combined
Proxy Statement/Prospectus containing pro forma
financial statements for the fiscal year ended
December 31, 1999
Part C of
Form N-14
Item No. Other Information Heading
15 Indemnification
16 Exhibits
17 Undertakings
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* Not applicable or negative answer.
914444.1
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REICH & TANG EQUITY FUND, INC.
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS -- April __, 2000
600 Fifth Avenue
New York, New York 10020
(800) _______________
A Special Meeting of Shareholders of Reich & Tang Equity Fund, Inc.
("R&T Equity") will be held at 10:00 A.M. on April __, 2000 at the offices of
R&T Equity at 600 Fifth Avenue, New York, New York 10020 for the following
purposes, all of which are more fully described in the accompanying Combined
Proxy Statement/Prospectus dated April __, 2000.
1. To approve the Agreement and Plan of Reorganization and Liquidation
between the Delafield Fund, Inc. ("Delafield") and R&T Equity which contemplates
the transfer to Delafield of all the assets and liabilities of R&T Equity in
exchange for Institutional Class shares of Delafield, the distribution of such
shares to the shareholders of R&T Equity, the liquidation and dissolution of R&T
Equity, and the termination of R&T Equity's registration under the Investment
Company Act of 1940.
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March __, 2000
are entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors
BERNADETTE N. FINN, Secretary
New York, New York
April ___, 2000
Your vote is important no matter how many shares you owned on the record date.
Please indicate your voting instructions on the enclosed proxy, date and sign
it, and return it in the envelope provided, which is addressed for your
convenience and needs no postage if mailed in the United States. In order to
avoid the additional expense to R&T Equity of further solicitation, we ask for
your cooperation in mailing your proxy promptly.
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COMBINED PROXY STATEMENT/PROSPECTUS
RELATING TO THE ACQUISITION OF ASSETS OF
REICH & TANG EQUITY FUND, INC.
600 Fifth Avenue
New York, New York 10020
(800) __________
BY AND IN EXCHANGE FOR
INSTITUTIONAL CLASS SHARES OF
DELAFIELD FUND, INC.
600 Fifth Avenue
New York, New York 10020
(800) __________
This Combined Proxy Statement/Prospectus relates to the proposed
transfer to the Delafield Fund, Inc. ("Delafield") of all of the assets and
liabilities of Reich & Tang Equity Fund, Inc. ("R&T Equity") in exchange for
Institutional Class shares of Delafield to be distributed to the shareholders of
R&T Equity in liquidation and dissolution of R&T Equity (the "Reorganization").
As a result of the proposed transaction, each shareholder of R&T Equity will
receive that number of full and fractional Institutional Class shares of
Delafield equal in value at the time of the exchange to the value of such
shareholder's shares of R&T Equity (Delafield and R&T Equity are collectively
referred to as the "Funds").
The investment objectives of Delafield are to seek long-term
preservation of capital (sufficient growth to outpace inflation over an extended
period of time) and growth of capital. Delafield pursues these objectives by
investing primarily in the equity securities of domestic companies which are
considered to be undervalued or to represent special situations that the Manager
(as hereinafter defined) believes can increase in value regardless of general
economic trends or the condition of the stock market generally.
This Proxy Statement/Prospectus sets forth concisely information about
Delafield that shareholders of R&T Equity should know before voting and should
be read and retained by investors for future reference. A copy of the prospectus
for Delafield dated May 3, 1999 is enclosed, and is incorporated by reference
herein.
A Statement of Additional Information dated April __, 2000 relating to
this Combined Proxy Statement/Prospectus has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated by reference herein. A
Statement of Additional Information for Delafield dated May 3, 1999, containing
additional and more detailed information about Delafield, has been filed with
the SEC and is incorporated by reference herein. In addition, a prospectus for
R&T Equity dated May 3, 1999, and a Statement of Additional Information for R&T
Equity dated May 3, 1999, have been filed with the SEC and are incorporated by
reference herein. Copies of all of these documents are available without charge
and can be obtained by writing to Reich & Tang Asset Management L.P., at 600
Fifth Avenue, New York, New York 10020 or calling (800) _________.
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The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
This Combined Proxy Statement/Prospectus is dated April __, 2000.
914292.7
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TABLE OF CONTENTS
Page
INTRODUCTION...................................................................1
Synopsis .............................................................1
Principal Risk Factors................................................3
Comparison of Fees and Expenses.......................................3
INFORMATION ABOUT THE REORGANIZATION...........................................4
The Plan and Vote Required............................................4
Method of Carrying Out the Plan.......................................5
Description of Shares to be Issued....................................6
Reasons for the Reorganization........................................6
Tax Aspects...........................................................8
Capitalization Table..................................................9
ADDITIONAL INFORMATION ABOUT THE FUNDS.........................................9
Investment Objectives and Policies...................................10
Investment Restrictions..............................................10
Portfolio Transactions...............................................11
Dividends and Distributions..........................................11
Rights of Shareholders...............................................11
Management Arrangements..............................................11
Distribution Arrangements............................................12
Further Information..................................................12
VOTING MATTERS................................................................12
Generally............................................................12
Quorum and Adjournments..............................................13
Appraisal Rights.....................................................14
FINANCIAL STATEMENTS.................................................14
OTHER MATTERS.................................................................14
EXHIBIT A - Agreement and Plan of Reorganization and Liquidation
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INTRODUCTION
Synopsis
This synopsis provides a concise summary of the information contained
in this Combined Proxy Statement/Prospectus, and presents key considerations for
shareholders of R&T Equity to assist them in determining whether to approve the
Agreement and Plan of Reorganization and Liquidation of R&T Equity (the "Plan").
The Proposed Transaction. On March 22, 2000, the Board of Directors of
R&T Equity (the "Board") approved the Plan, which contemplates the transfer of
all of the assets and liabilities of R&T Equity in exchange for Institutional
Class shares of Delafield. Following the transfer, Institutional Class shares of
Delafield will be distributed to shareholders of R&T Equity in liquidation of
R&T Equity and R&T Equity will be subsequently dissolved. In connection
therewith, R&T Equity will deregister under the Investment Company Act of 1940
(the "Act") by filing the appropriate application with the SEC. See "Information
About the Reorganization - The Plan and Vote Required" and "Information About
the Reorganization - Method of Carrying Out the Plan".
Both R&T Equity and Delafield share three common directors on the Board
of Directors. Both Funds are equity funds with similar investment objectives and
strategies. R&T Equity is managed by Reich & Tang Asset Management L.P. and
Delafield is managed by the Delafield Asset Management Division of Reich & Tang
Asset Management L.P. (Reich & Tang Asset Management L.P. and its Delafield
Asset Management Division may be referred to herein as "Reich & Tang" or
"Manager"). The Board of Directors and Reich & Tang recognize that greater
economies of scale and efficiencies can be attained by combining the assets of
the Funds and that since the investment objectives are very similar, such a
combination would not materially alter the investment experience of the
shareholders of R&T Equity.
As a result of the proposed Reorganization, each shareholder of R&T
Equity will receive that number of full and fractional Institutional Class
shares of Delafield equal in value at the time of the exchange to the value of
such shareholder's shares of R&T Equity. The Board of Directors has determined
that the interests of existing shareholders of R&T Equity will not be diluted as
a result of the transactions contemplated by the Reorganization. For the reasons
set forth below under "Reasons for the Reorganization", the Board of Directors,
including the disinterested directors, concluded that the Reorganization would
be in the best interests of the shareholders of R&T Equity and recommends
approval of the Plan.
Tax Consequences. In the opinion of Battle Fowler LLP, the proposed
transaction will qualify as a tax-free reorganization for Federal income tax
purposes. As a result, no gain or loss will be recognized by either Delafield,
R&T Equity, or the shareholders of R&T Equity as a result of the Reorganization.
See "Information About the Reorganization - Tax Aspects."
Investment Objectives and Policies. The Funds are both open-end,
diversified management investment companies. The investment objectives of
Delafield are to seek long-term preservation of capital (sufficient growth to
outpace inflation over an extended period of time) and growth of capital.
Delafield pursues these objectives by investing primarily in the equity
securities of domestic companies which the Manager believes to be undervalued or
to represent special situations. An example of a
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special situation is a company undergoing change that might cause its market
value to grow at a rate faster than the market generally. The investment
objective of R&T Equity is to seek growth of capital. R&T Equity seeks to
achieve this objective by investing primarily in the equity securities of
domestic companies which the Manager believes to be undervalued. The investment
objectives and policies of the Funds are more fully described in "Additional
Information About the Funds - Investment Objectives and Policies".
Investment Advisory, Administration and Distribution and Service Plan
Fees. Reich & Tang Asset Management L.P. is the investment manager for each of
the Funds. Currently, the management fee payable by R&T Equity to the Manager
under the Investment Management Contract is equal to .80% of average daily net
assets and the administrative services fee payable by R&T Equity to the Manager
under the Administrative Services Agreement is equal to .20% of average daily
net assets. The management fee payable by Delafield to the Manager under its
Investment Management Contract is equal to .80% of average daily net assets and
the administrative services fee payable by Delafield to the Manager under the
Administrative Services Agreement is equal to .21% of average daily net assets.
See "Additional Information About the Funds - Management Arrangements".
The Funds have each adopted a Distribution and Service Plan (the
"Distribution Plan") pursuant to Rule 12b-1 under the Act which regulates the
circumstances under which an investment company may, directly or indirectly,
bear the expenses of distributing its shares. The Institutional Class of shares
of Delafield are not subject to any fees under the Distribution Plan. R&T Equity
may pay up to .05% of its average daily net assets pursuant to its Distribution
Plan to pay the cost of printing and distributing the fund's Prospectus and to
defray the cost of the preparation, printing and mailing of brochures and other
promotional materials. See "Additional Information About the Funds -
Distribution Arrangements".
Purchases, Redemptions and Exchanges. The Funds sell and redeem their
shares on a continuing basis at their net asset values and do not impose a sales
charge for either sales or redemptions. All other purchase and redemption
procedures applicable to the Funds are substantially similar except that: (1)
the minimum initial investment required for Delafield is $250,000 (which can be
waived at Delafield's discretion) while R&T Equity requires an initial
investment minimum of $5,000 and (2) pursuant to the Funds' exchange privileges,
Delafield shareholders can exchange some or all of their shares for shares of
only two other funds which retain Reich & Tang as investment adviser or manager
while shareholders of R&T Equity can currently exchange some or all of their
shares for shares in approximately ten other funds which retain Reich & Tang as
investment adviser or manager.
The Plan provides that redemption requests received on or after the
Closing Date (as defined in the Plan) shall be satisfied by Delafield. See
"Information About the Reorganization - Method of Carrying out the Plan".
Other Considerations. In the event the shareholders of R&T Equity do
not approve the Reorganization, the Board will consider possible alternatives to
the proposed Reorganization. Shareholders have no right of appraisal, but may
continue to redeem their shares in accordance with normal R&T Equity redemption
policies.
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Cost of the Reorganization. The cost of the preparation and
distribution of the proxies and proxy statements and any other out-of-pocket
expenses associated with this Reorganization incurred by R&T Equity in an amount
of approximately $__________ will be borne, by the Manager.
This Synopsis is qualified by reference to the more complete
information contained elsewhere in this Combined Prospectus/Proxy Statement,
including information incorporated by reference herein.
Principal Risk Factors
Since the Funds both invest primarily in common stocks of domestic
companies, investors are subject to risks inherent in an investment in common
stocks, including a susceptibility to general stock market movements and
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. Thus, the value of the Funds'
shares and the securities held by the Funds can each decline in value, and
shareholders may lose money.
Comparison of Fees and Expenses
The following table shows the comparative restated fees and expenses of
the Funds. The table also reflects the pro forma fees for the Funds after giving
effect to the Reorganization. Based upon this comparison, R&T Equity
shareholders will bear the benefit of a decrease in the applicable current
estimated expense ratio of the Reorganization.
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FEE TABLE
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Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) Delafield -
Institutional Pro Forma
R&T Equity Class Combined
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Management Fees......................... .80% .80% .80%
Distribution and Service (12b-1) Fees... .01% None None
Other Expenses.......................... .68% .51% .45%
Administration Fees............ .20% .21% .21%
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Total Annual Fund Operating Expenses.... 1.49% 1.31% 1.25%
Example
This Example is intended to help you compare the cost of investing in
R&T Equity, the Institutional Class of shares of Delafield and the combined
fund. The expenses shown are at levels anticipated for the current fiscal year.
The Example assumes that you invest $10,000 in a 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
R&T Equity: $152 $471 $813 $1,779
Delafield - Institutional Class: $133 $415 $718 $1,579
Pro Forma Combined: $127 $397 $686 $1,511
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INFORMATION ABOUT THE REORGANIZATION
The Plan and Vote Required
On March 22, 2000, the Board of Directors of R&T Equity unanimously
adopted the Plan and approved the Plan's submission to the shareholders of R&T
Equity. The Plan (a copy of which is set forth in full as Exhibit A to this
combined Proxy Statement/Prospectus) contemplates the Reorganization under which
(i) all of the assets and liabilities of R&T Equity would be transferred to
Delafield in exchange for Institutional Class shares of Delafield, (ii) these
shares would be distributed among the shareholders of R&T Equity and (iii) R&T
Equity would be liquidated and dissolved and its registration under the Act
would be terminated.
The result of the carrying out of the Plan would be that (i) Delafield
would add to its gross assets and liabilities all of the assets (net of any
liability for portfolio securities purchased but not
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settled) and liabilities of R&T Equity and (ii) the shareholders of R&T Equity,
would become shareholders of the Institutional Class of shares of Delafield as
soon as practicable after the closing. In essence, shareholders of R&T Equity
who vote their shares in favor of the Plan are electing to redeem their shares
of R&T Equity at net asset value and reinvest the proceeds in Institutional
Class shares of Delafield at net asset value without sales charge and without
recognition of taxable gain or loss for Federal income tax purposes (see "Tax
Aspects" below). The Manager will bear all of the expenses associated with the
Reorganization, including legal, accounting, printing, transfer agency, filing,
proxy soliciting, transfer taxes and similar expenses incurred. Management
estimates that the expenses of the Reorganization will not exceed $__________.
Liabilities as of the date of the transfer of assets will consist primarily of
accrued but unpaid normal operating expenses of R&T Equity including the cost of
any portfolio securities purchased but not yet settled.
The affirmative vote of the holders of a majority of the outstanding
shares of R&T Equity entitled to vote at the meeting is required for the
approval of the Plan, including the liquidation and dissolution of R&T Equity.
If the shareholders do not approve the Plan, the Reorganization will not be
effected and the Board will consider possible alternatives.
Method of Carrying Out the Plan
The consummation of the transactions contemplated by the Plan is
contingent upon the approval of this proposal by the shareholders of R&T Equity
and the receipt of the opinions and certificates set forth in Sections 10 and 11
of the Plan and the occurrence of the events described in those Sections.
Under the Plan, all the assets and liabilities of R&T equity will be
delivered to Delafield in exchange for Institutional Class shares of Delafield.
The actual exchange of assets is expected to take place on or about April __,
2000 (defined in the Plan as the "Closing Date"). Under the Plan, all
redemptions of shares of R&T Equity shall be permanently suspended on or about
(assuming an April __, 2000 Closing Date) April __, 2000; only redemption
requests received in proper form on or prior to the close of business on that
date shall be fulfilled by R&T Equity; redemption requests received by R&T
Equity after that date will be treated as requests for redemptions of the
Institutional Class shares of Delafield to be distributed to the shareholders
requesting redemption. The number of full and fractional Institutional Class
shares of Delafield to be issued to shareholders of R&T Equity will be based on
the relative net asset values per share of R&T Equity and Delafield determined
at or immediately preceding the effective time of the Reorganization. Portfolio
securities of both Funds will be valued in accordance with the valuation
practices as described under "Net Asset Value" in each Fund's Prospectus.
After the Closing Date, R&T Equity will distribute on a pro rata basis
to its shareholders of record on March __, 2000 the Institutional Class shares
of Delafield received by R&T Equity at closing, in liquidation and cancellation
of the outstanding shares of R&T Equity. To assist R&T Equity in this
distribution, Delafield, in accordance with a shareholder list supplied by R&T
Equity, will cause its transfer agent to credit and confirm an appropriate
number of shares of Delafield to each shareholder of R&T Equity. No Certificates
for Institutional Class shares of Delafield will be issued.
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Under the Plan, within one year after the Closing Date, R&T Equity
shall (a) effect its liquidation and dissolution under Maryland law, terminate
its registration under the Act and file a final report to the SEC under the Act,
and (b) either pay or make provision for all of its debts and taxes.
If the Plan is approved by shareholders, R&T Equity reserves the right
to sell portfolio securities and/or purchase other securities, to the extent
necessary so that the asset composition of R&T Equity is consistent with the
investment policies and restrictions of Delafield. Transaction costs associated
with any such purchases and sales would be borne by R&T Equity. However, it is
anticipated that none of R&T Equity's portfolio securities will be sold in
anticipation of, or due to, the Reorganization.
Under the Plan, either of the Funds may abandon and terminate the Plan
at any time prior to the Closing Date without liability if (i) the other party
breaches any material provision of the Plan, (ii) prior to the Closing Date, any
legal, administrative or other proceeding shall be instituted or threatened
seeking to restrain or otherwise prohibit the transactions contemplated by the
Plan and/or asserting a material liability of either party, which proceeding has
not been terminated or the threat thereto removed prior to the Closing Date or
(iii) on the Valuation Date (as defined in the Plan attached hereto as Exhibit
A) either party has, pursuant to the Act or any rule, regulation or order
thereunder, suspended the redemption of its shares and such suspension continues
for a period of 60 days beyond the Valuation Date.
In the event that the Plan is not consummated for any reason, the Board
of Directors of R&T Equity will consider and may submit to the shareholders
other alternatives.
Description of Shares to be Issued
Full and fractional Institutional Class shares of Delafield will be
issued to shareholders of R&T Equity in accordance with the procedures under the
Plan as described above. Each share will be fully paid and nonassessable when
issued and transferable without restriction and will have no preemptive or
conversion rights.
Reasons for the Reorganization
The Board considered the Reorganization at a meeting on January 27,
2000, and subsequently adopted the Plan on March 22, 2000. At the meeting, the
Manager recommended to the Directors that they adopt the Plan and approve the
Plan's submission to the shareholders of R&T Equity.
Management of the Funds is of the view that both Funds would benefit
from the Reorganization because of the economies of scale that would come with a
larger asset base. Management has informed the Board of its belief that a
reduction in expenses could potentially be realized as a result of the
elimination of duplicative costs presently incurred for services that are
performed for both Funds.
In making its recommendation, Management considered the fact that the
Manager is the investment manager to both Funds. Historically, the investment
managers responsible for the day-to- day investment management of R&T Equity
include, among others, J. Dennis Delafield and Vincent
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Sellechia. Mr. Delafield and Mr. Sellechia have also been primarily responsible
for the day-to-day investment of Delafield since its inception. In addition,
management considered the similarities of the investment objectives and policies
of the Funds and the fact that the Funds share the same service providers.
Further, Management considered that the Reorganization would be effected as a
tax-free reorganization.
Given the above factors and the similarity in the investment strategies
of the Funds, the Manager concluded that combining the two Funds would be
appropriate and would enable the shareholders of R&T Equity to benefit from
certain economies of scale. The Manager indicated to the Board its belief that
the most appropriate method of combining the Funds would be through a tax-free
reorganization of the assets of the Funds. The Manager also stated its belief
that the Reorganization is a better alternative than a taxable redemption of R&T
Equity shares or an outright liquidation and dissolution, and the Board
concurred.
In considering the Manager's proposal, the Board considered other
alternatives that are available to shareholders, including the ability to redeem
shares of R&T Equity prior to the Reorganization. The Board also inquired into a
number of other factors which include the expense ratios and the investment
performance of the Funds. The Board was informed of the restated expense ratios
of the Funds for the current fiscal year which, for R&T Equity is 1.49% and for
Delafield is 1.31%. See the Fee Table on page ___ which reflects the proposed
impact on overall expense ratios applicable to R&T Equity's shareholders.
The Board also considered the following comparative investment
performance information regarding the Funds:
Total Return Information for Periods Ended December 31, 1999
One Year Three Years Five Years Since Inception
R&T Equity 0.36% 5.40% 11.89% 13.40%
(inception date is January 4, 1985)
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Delafield 8.39% 4.71% 13.07% 11.86%
(inception date is November 19, 1993)
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Thus, the factors considered by the Board included, among other things: (1)
recent and anticipated asset and expense levels of the Funds and future
prospects of each Fund; (2) the similarity of the investment advisory,
distribution and administration arrangements, the fact that the Funds have
similar service providers and the fact that the Funds expect the Reorganization
to realize savings in fixed expenses because of resulting efficiencies in
administration, portfolio management and marketing; (3) alternative options to
the Reorganization; (4) the terms and conditions of the Reorganization; (5) the
similarity of the investment objectives, policies and restrictions of the Funds;
(6) the lack of tax consequences from the Reorganization; (7) potential tax
consequences if there is no Reorganization and R&T Equity's assets continue to
decline; and (8) Delafield's greater name recognition and wider availability on
various marketing platforms.
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Based upon these factors, the Board, including the directors who are
not interested persons of R&T Equity, has determined that the Reorganization of
R&T Equity would be in the best interests of R&T Equity's shareholders and that
no shareholder's interest would be diluted as a consequence thereof, and
approves the Plan's submission to the shareholders of R&T Equity.
Tax Aspects
Immediately prior to the Valuation Date referred to in the Plan, R&T
Equity will pay a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to R&T Equity's shareholders
all of R&T Equity's investment company taxable income (computed without regard
to any deduction for dividends paid) for taxable years ending on or prior to the
Closing Date and all of its net capital gain, if any, (after reduction for any
available capital loss carryforward) realized in taxable years ending on or
prior to the Closing Date. Such dividends will be included in the income of R&T
Equity's shareholders as ordinary income and capital gain, respectively.
The exchange of the assets of R&T Equity for shares of Delafield and
the assumption by Delafield of the liabilities of R&T Equity, and the
liquidation of R&T Equity, are intended to qualify for Federal income tax
purposes as a tax-free reorganization under Section 368(a)(1) of the Internal
Revenue Code (the "Code"). As a condition to the closing of the proposed
transaction, the Funds will each receive the opinion of Battle Fowler LLP,
counsel to the Funds, to the effect that, based on certain assumptions and on
the existing provisions of the Code, Treasury Regulations issued thereunder,
current Revenue Rulings, Revenue Procedures and court decisions, for Federal
income tax purposes:
(1) R&T Equity's transfer of all of its assets to Delafield in exchange
for Institutional Class shares of Delafield and Delafield's assumption of all of
R&T Equity's liabilities, followed by R&T Equity's distribution of Delafield
shares to R&T Equity's shareholders as part of the liquidation of R&T Equity,
will qualify as a tax-free "reorganization" within the meaning of Section
368(a)(1) of the Code. The Funds will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code,
(2) no gain or loss will be recognized by the shareholders of R&T
Equity upon the exchange of R&T Equity shares for Institutional Class shares of
Delafield (Section 354(a) of the Code),
(3) R&T Equity will not recognize gain or loss upon the transfer of all
of its assets to Delafield in exchange for Institutional Class shares of
Delafield and Delafield's assumption of all of the liabilities of R&T Equity
(Sections 361(a) and 357(a) of the Code), or upon the distribution of such
Institutional Class shares of Delafield to R&T Equity's shareholders in exchange
for all of their shares in R&T Equity (Section 361(c) of the Code),
(4) Delafield will not recognize gain or loss upon its receipt of R&T
Equity's assets in exchange for Institutional Class shares of Delafield (Section
1032(a) of the Code),
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<PAGE>
(5) the basis of the Institutional Class shares of Delafield received
by the shareholders of R&T Equity will be the same as their basis in the shares
of R&T Equity surrendered in exchange therefor (Section 358(a)(1) of the Code),
(6) the holding period of the Institutional Class shares of Delafield
received by the shareholders of R&T Equity in exchange for R&T Equity shares
will include the period during which they held R&T Equity shares surrendered,
provided that such R&T Equity shares are capital assets on the date of the
exchange (Section 1223(1) of the Code),
(7) the tax basis of the assets of R&T Equity acquired by Delafield
will be the same as the tax basis of such assets to R&T Equity immediately prior
to the transaction (Section 362(b) of the Code), and
(8) the holding period of the assets of R&T Equity in the hands of
Delafield will include the period during which those assets were held by R&T
Equity (Section 1223(2) of the Code).
Shareholders of R&T Equity should consult their tax advisors regarding
the effect, if any, of the proposed transaction in light of their individual
circumstances. Since the foregoing discussion only relates to the Federal income
tax consequences of the proposed transaction, shareholders of R&T Equity should
also consult their tax advisors as to state and local tax consequences, if any,
of the proposed transaction.
Capitalization Table (Unaudited)
The table below sets forth the existing capitalization of the Funds, as
well as the pro forma capitalization, as of December 31, 1999.
================================================================================
Delafield-Institutional Class
Delafield- After Transfer
R&T Equity Institutional Class of R&T Equity
- --------------------------------------------------------------------------------
Net Assets $34,193,223 $85,528,355 $119,721,578
- --------------------------------------------------------------------------------
Shares
Outstanding 2,963,452 6,076,843 8,507,065
- --------------------------------------------------------------------------------
Net Asset Value $11.54 $14.07 $14.07
Per Share
================================================================================
ADDITIONAL INFORMATION ABOUT THE FUNDS
Additional information about the Funds is presented below. Shareholders
of R&T Equity should bear in mind that the Reorganization will not result in any
change in the investment management or day-to-day operation of Delafield. Such
information is incorporated herein by reference from (i) Delafield's
Institutional Class Prospectus dated May 3, 1999, enclosed herewith, and
Delafield's
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<PAGE>
Statement of Additional Information dated May 3, 1999; and (ii) R&T Equity's
Prospectus and Statement of Additional Information, both dated May 3, 1999.
Investment Objectives and Policies
The investment objectives and policies of the Funds are substantially
similar. Both Funds seek growth of capital primarily through diversified
portfolios of domestic equity securities. Under normal circumstances, the Funds
will have more than 65% of their assets invested in equity securities, including
common stocks, securities convertible into common stocks or rights or warrants
to subscribe for or purchase common stocks. Both Funds may also invest not more
than 35% of their total assets in debt securities and preferred stocks which
offer a significant opportunity for price appreciation. Critical factors that
will be considered in the selection of any securities in which the Funds 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.
The investment objectives of Delafield are to seek long-term
preservation of capital (sufficient growth to outpace inflation over an extended
period of time) and growth of capital. Delafield 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. Although the balance sheet of a company is important
to the Manager's analysis, Delafield 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.
The investment objective of R&T Equity is growth of capital, and
investments will be made based upon their potential for capital appreciation.
Current income is a secondary objective. R&T Equity's investment philosophy is
to invest in the equity securities of companies which, based on fundamental
research, management believes are undervalued. Within this basic framework, R&T
Equity emphasizes flexibility in arranging its portfolio to seek the desired
results.
Investment Restrictions
The Funds each have certain fundamental investment restrictions which
cannot be changed unless approved by a majority of the outstanding shares of
each of the Funds' shares that would be affected by such a change. These
restrictions can be found under the caption "Investment Restrictions" in each
Fund's respective Statement of Additional Information.
The investment restrictions applicable to the Funds are substantially
similar except for the differences noted below. First, Delafield is generally
prohibited from borrowing money except for, among other things, borrowings from
banks for temporary or emergency 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. R&T Equity has the same general prohibition against
borrowing money and the same exceptions to this prohibition except that this 15%
limitation only applies to borrowings to meet redemptions; otherwise borrowings
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<PAGE>
may not exceed 5% of the Fund's total assets (including the amount borrowed)
less liabilities (not including the amount borrowed) at the time the borrowing
was made. Second, Delafield is permitted to sell securities short and employs
this technique as a non-principal investment strategy. R&T Equity, in contrast,
has a fundamental investment restriction prohibiting short selling of
securities.
Portfolio Transactions
Brokerage practices are the same for the Funds.
Dividends and Distributions
The Funds have elected to be treated as regulated investment companies
under the Code. By qualifying, the Funds generally will not be subject to
Federal income tax to the extent they distribute their investment company
taxable income and net capital gains in the manner required under the Code. It
is each Fund's policy to distribute to shareholders substantially all of its net
investment income and net capital gains each year, if any.
Rights of Shareholders
Both of the Funds are Maryland corporations. As Maryland corporations,
the operation of the Funds is governed by their respective Articles of
Incorporation and applicable Maryland law. Shares of the Funds are redeemable at
their net asset value. The shares of each Fund entitle the holder to one vote
per share on the election of directors and all other matters submitted to
shareholders. All shares of each class of each such Fund participate equally in
its dividends and distributions and in its net assets on liquidation, and all
shares of each, when issued, are fully paid and non-assessable, freely
transferrable and have no preference, pre-emptive or conversion rights. The sole
difference with respect to Delafield is that the Administrative and Retail
Classes of shares bear the service fees under the Distribution Plan and the
Institutional Class shares do not. It is contemplated that neither Fund will
hold regular annual meetings of shareholders.
Management Arrangements
Both of the Funds' Investment Management Contracts provide that the
Manager manages the investment and reinvestment of the respective assets in the
Funds. The Manager makes decisions with respect to purchases and sales of
securities, subject to the general control of the respective Board of Directors
of the Funds. The Manager reports to the respective Board of Directors at each
meeting thereof all changes in the respective funds and keeps the Board of
Directors apprised of important developments affecting the funds. In addition,
the Manager furnishes each Board of Directors with all statistical and
analytical information with respect to the securities in each Fund as the
Manager deems appropriate and/or as the respective Board of Directors reasonably
requests.
The management fee for R&T Equity is .80% of average daily net assets.
The management fee for Delafield is also .80% of the average daily net assets.
The Investment Management Contracts provide that any portion of such fees may be
used by the Manager for the distribution and servicing of the Funds' shares, or
for making payments to organizations whose customers or clients are shareholders
of the Funds for such services.
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<PAGE>
The Administrative Services Agreements between each of the Funds and
the Manager specify the administrative components of the Manager's
responsibilities. The Agreements provide that the Manager will provide persons
satisfactory to the respective Board of Directors to serve as officers or
employees of the Fund or Corporation. In addition, the Manager or its affiliates
will provide the Funds with personnel to (i) supervise the performance of
bookkeeping and related services and calculation of net asset value and yield by
the respective Funds' bookkeeping agent and (ii) prepare reports to and filings
with regulatory authorities, and (iii) perform such other clerical, office and
administrative services as may from time to time be requested of the Manager.
The Funds pay the respective costs of such personnel at rates to be agreed upon
by the respective parties, provided that the Funds do not pay for services
performed by any such persons who are also officers of either Reich & Tang Asset
Management, Inc., the Manager's general partner, or any other affiliate of the
Manager. For these services, the Manager receives a fee from Delafield equal to
.21% of average daily net assets and a fee from R&T Equity equal to .20% of
average daily net assets.
Distribution Arrangements
The Funds have each adopted a Distribution Plan pursuant to Rule 12b-1
under the Act and both Funds' shares are distributed by Reich & Tang
Distributors, Inc. (the "Distributor"). With respect to R&T Equity, the Manager
may defray the cost of, or compensate other persons, including Participating
Organizations, for performing shareholder, administrative and accounting
services for R&T Equity. 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. The Manager
may also compensate these Participating Organizations for providing assistance
in distributing R&T Equity's shares. Delafield's Institutional Class shares may
also be offered to investors who purchase their shares through Participating
Organizations. However, these Participating Organizations do not receive
compensation from the Distributor or the Manager.
Further Information
The Funds file reports and other information with the SEC. Proxy
material, reports and other information about the Funds which are of public
record can be inspected and copied at public reference facilities maintained by
the SEC at 45 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, New York 10048, and copies of
such materials can be obtained at prescribed rates from the Public Reference
Branch, Office of Consumer Affairs and Information Services, SEC, Washington,
D.C. 20549 or by e-mailing the SEC at [email protected].
VOTING MATTERS
Generally
This Combined Prospectus/Proxy Statement is being furnished in
connection with the solicitation of proxies by the Board of Directors of R&T
Equity for use at a Special Meeting of Shareholders (the "Meeting") to be held
at the offices of Reich & Tang at 600 Fifth Avenue, New
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<PAGE>
York, New York on March __, 2000 at 10 A.M. or any adjournment thereof,
to approve or disapprove the Plan. It is expected that the solicitation of
proxies will be primarily by mail. Supplemental solicitations may be made by
mail, telephone or personal interviews by officers and representatives of R&T
Equity. It is anticipated that banks, broker-dealers and other institutions will
be requested to forward proxy materials to beneficial owners and to obtain
authorization for the execution of proxies. The Manager may, upon request,
reimburse banks, broker-dealers and other institutions for their expenses in
forwarding proxy materials to beneficial owners.
Only shareholders of record of R&T Equity at the close of business on
March ____, 2000 (the "Record Date"), will be entitled to vote at the Meeting.
As of the Record Date, there were __________ shares of R&T Equity issued and
outstanding, with each whole share entitled to one vote and each fraction of a
share entitled to a proportionate fraction of a vote.
As of the Record Date, the officers and directors of R&T Equity, as a
group, owned less than 1% of the outstanding shares of R&T Equity. [confirm]
As of the Record Date, the following persons owned of record or
beneficially 5% or more of the outstanding shares of R&T Equity:
[insert data]
If the accompanying proxy is executed and returned in time for the
Meeting, the shares covered thereby will be voted in accordance with the
instructions thereon. In the absence of any instructions, such proxy will be
voted to approve the Plan. Any shareholder giving a proxy may revoke it at any
time before the Meeting by submitting to R&T Equity a written notice of
revocation or a subsequently executed proxy, or by attending the Meeting and
voting in person.
If a proxy represents a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares on a particular
matter with respect to which the broker or nominee does have discretionary
power) or marked with an abstention (collectively, "abstentions"), the shares
represented thereby will be considered to be present at the meeting for purposes
of determining the existence of a quorum for the transaction of business.
Quorum and Adjournments
The presence of the holders of one-third of the outstanding shares of
R&T Equity, in person or by proxy, constitutes a quorum. However, the mere
presence of a quorum at the Meeting may not be sufficient to approve one or more
of the proposals. If at the time any session of the Meeting is called to order a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of one
or more of the proposals have not been received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the shares present in person
or by proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote those proxies which they are entitled to vote
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<PAGE>
in favor of the proposal, in favor of such an adjournment, and will vote those
proxies required to be voted against the proposal, against any such adjournment.
A vote may be taken on one or more of the proposals in this proxy statement
prior to any such adjournment if sufficient votes for its approval have been
received and it is otherwise appropriate.
Appraisal Rights
Under the State of Maryland and the Act, shareholders do not have any
rights of share appraisal. Shareholders have the right to redeem their shares of
R&T Equity at net asset value at any time until the close of business on the
business day prior to the Closing Date of the Reorganization and, thereafter, on
any business day shareholders may redeem at net asset value their Institutional
Class shares of Delafield acquired by them in the Reorganization.
FINANCIAL STATEMENTS
The financial statements of the Funds for the fiscal year ended
December 31, 1999, contained in the Funds' 1999 Annual Reports to shareholders,
have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference.
OTHER MATTERS
As a Maryland corporation, R&T Equity is not required, and does not
intend, to hold regular annual meetings. Shareholders who wish to present
proposals at any future shareholder meeting must present such proposals to the
Board at a reasonable time prior to the solicitation of any shareholder proxy.
The management does not know of any matters to be presented at this
Special Meeting of Shareholders other than those mentioned in this Proxy
Statement. If any of the persons listed above is unavailable for election as a
director, an event not now anticipated, or if any other matters properly come
before the meeting, the shares represented by proxies will be voted with respect
thereto in accordance with the best judgment of the person or persons voting the
proxies.
By Order of the Board of Directors
BERNADETTE N. FINN, Secretary
April , 2000
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<PAGE>
REICH & TANG EQUITY FUND, INC.
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD APRIL __, 2000
The undersigned shareholder of Reich & Tang Equity Fund, Inc. revoking previous
proxies, hereby appoints _____________ and Bernadette N. Finn, and each of them,
as attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to attend the Meeting of Shareholders of Reich & Tang Equity Fund,
Inc. ("R&T Equity") to be held on April __, 2000 at the offices of Reich & Tang
Asset Management L.P., 600 Fifth Avenue, New York, New York 10020 at 10:00 A.M.,
New York time, and at all adjournments thereof, and to vote the shares held in
the name of the undersigned on the record date for said meeting on the proposal
specified on the reverse side. As to any other matter, said attorneys-in-fact
shall vote in accordance with their best judgment.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE HEREOF. THE
SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE OR FOR
THE PROPOSAL IF NO CHOICE IS INDICATED.
Please mark your proxy, date and sign it on the other side and return it
promptly in the accompanying envelope which requires no postage if mailed in the
United States. OVER
PROPOSAL
To approve the Agreement and Plan of Reorganization and Liquidation between the
Delafield Fund, Inc. ("Delafield") and R&T Equity which contemplates the
transfer to Delafield of all the assets and liabilities of R&T Equity in
exchange for Institutional Class shares of Delafield and the distribution of
such shares to the shareholders of R&T Equity, the liquidation and dissolution
of R&T Equity, and the termination of the R&T Equity's registration under the
Investment Company Act of 1940.
FOR ___ AGAINST ___ ABSTAIN ___
Dated: __________________________________, 2000
Month Day
----------------------------------------
Signature(s)
----------------------------------------
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
attorney, executor, administrator, trustee, guardian, etc., please give your
full title as such. Joint owners should each sign this proxy. If account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
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<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated this ____
day of _________, 2000, by and between Reich & Tang Equity Fund, Inc. (the
"Corporation"), a Maryland corporation, and Delafield Fund, Inc. (the "Fund"), a
Maryland corporation.
W I T N E S S E T H:
WHEREAS, the parties are each open-end investment management companies;
and
WHEREAS, the parties hereto desire to provide for the acquisition by
the Fund of all of the assets and liabilities of the Corporation solely in
exchange for Institutional Class shares of common stock (par value $.001)
("shares") of the Fund, which shares of the Fund will thereafter be distributed
by the Corporation pro rata to its shareholders in complete liquidation and
complete cancellation of its shares;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. The parties hereto hereby adopt an Agreement and Plan of
Reorganization and Liquidation (the "Agreement") pursuant to Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code") as follows: The
reorganization will be comprised of the acquisition by the Fund of all of the
properties, assets and liabilities of the Corporation solely in exchange for
Institutional Class shares of the Fund, followed by the distribution of such
Fund shares to the shareholders of the Corporation in exchange for their shares
of the Corporation, and the liquidation and dissolution of the Corporation all
upon and subject to the terms of the Agreement hereinafter set forth.
The share transfer books of the Corporation will be permanently closed
on the Valuation Date (as hereinafter defined) and only redemption requests made
by shareholders of the Corporation pursuant to Section 22(e) of the Investment
Company Act of 1940 (the "Act") received in proper form on or prior to the close
of business on the Valuation Date shall be fulfilled by the Corporation;
redemption requests received by the Corporation after that date shall be treated
as requests for the redemption of the Institutional Class shares of the Fund to
be distributed to the shareholder in question as provided in Section 5.
915199.4
<PAGE>
2. On the Closing Date (as hereinafter defined), all of the assets and
liabilities of the Corporation on that date shall be delivered to the Fund and
the number of shares of the Fund having an aggregate net asset value equal to
the value of the assets of the Corporation will be transferred and delivered to
the Corporation.
3. The net asset value of shares of the Fund and the value of the
assets of the Corporation to be transferred shall in each case be determined as
of the close of business of the New York Stock Exchange on the Valuation Date.
The computation of the net asset value of the Institutional Class shares of the
Fund and the Corporation shall be done in the manner used by the Fund and the
Corporation, respectively, in the computation of such net asset value per share
as set forth in their respective prospectuses. The methods used by the Fund in
such computation shall be applied to the valuation of the assets of the
Corporation to be transferred to the Fund.
The Corporation shall declare and pay, immediately prior to the
Valuation Date, a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to the Corporation's
shareholders all of the Corporation's investment company taxable income for
taxable years ending on or prior to the Closing Date (computed without regard to
any dividends paid) and all of its net capital gain, if any, realized in taxable
years ending on or prior to the Closing Date (after reduction for any capital
loss carry-forward) (the "RIC dividend").
4. The closing shall be at the office of the Fund at 600 Fifth Avenue,
New York, New York 10020 at 10:00 A.M. on [ , 2000], or at such other time, date
or place as the parties may designate or as provided below (the "Closing Date").
The business day preceding the Closing Date is herein referred to as the
"Valuation Date".
In the event that on the Valuation Date either party has, pursuant to
the Act or any rule, regulation or order thereunder, suspended the redemption of
its shares or postponed payment therefor, the Closing Date shall be postponed
until the first business day after the date when both parties have ceased such
suspension or postponement; provided, however, that if such suspension shall
continue for a period of 60 days beyond the Valuation Date, then the other party
to this Agreement shall be permitted to terminate this Agreement without
liability to either party for such termination.
5. As soon as practicable after the closing, the Corporation shall
distribute on a pro rata basis to those persons who were shareholders of the
Corporation on the Valuation Date the Institutional Class shares of the Fund
received by the Corporation pursuant to the Agreement in liquidation and
cancellation of the outstanding shares of the Corporation. For the purpose of
the distribution by the Corporation of such Institutional Class shares of the
Fund to its shareholders, the Fund will promptly cause [ ] (the "Transfer
Agent") to: (a) credit an appropriate number of Institutional Class shares of
the Fund on the books of the Fund to each shareholder of the Corporation in
accordance with a list (the "Shareholder
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<PAGE>
List") of its shareholders received from the Corporation; and (b) confirm an
appropriate number of Institutional Class shares of the Fund to each shareholder
of the Corporation. No Certificates for Institutional Class shares of the Fund
will be issued.
The Shareholder List shall indicate, as of the close of business on the
Valuation Date, the name and address of each shareholder of the Corporation,
indicating his or her share balance. The Corporation agrees to supply the
Shareholder List to the Fund not later than the Closing Date.
6. As soon as practicable, and in any event within one year after the
closing, the Corporation shall (a) effect its dissolution with the proper
Maryland authorities, terminate its registration under the Act and file a final
annual report on Form N-SAR with the Securities and Exchange Commission under
that Act and (b) either pay or make provision for payment of all of its
liabilities and taxes.
7. Subsequent to the date of approval by shareholders of the
Corporation of the transactions contemplated by this Agreement and prior to the
Closing Date, there shall be coordination between the parties as to their
respective portfolios so that, after the closing, the Fund will be in compliance
with all of its investment policies and restrictions. At the time of delivery of
portfolio securities for examination as provided in Section 8, the Corporation
shall deliver to the Fund two copies of a list setting forth the securities then
owned by the Corporation and the respective federal income tax bases thereof.
8. Portfolio securities or written evidence acceptable to the Fund of
record ownership thereof by The Depository Trust Company or through the Federal
Reserve Book Entry System or any other depository approved by the Corporation
pursuant to Rule 17f-4 under the Act shall be presented by the Corporation to
the Fund or, at its request, to its custodian bank, for examination no later
than five business days preceding the Closing Date, and shall be delivered, or
transferred by appropriate transfer or assignment documents, by the Corporation
on the Closing Date to the Fund duly endorsed in proper form for transfer in
such condition as to constitute good delivery thereof in accordance with the
custom of brokers and shall be accompanied by all necessary state transfer
stamps, if any, or a check for the appropriate purchase price thereof. The cash
delivered, if any, shall be in the form of certified or bank cashiers checks or
by bank wire payable to the order of the Fund. The number of shares (to the
nearest whole share) of the Fund being delivered against the securities and cash
of the Corporation, registered in the name of the Corporation, shall be
delivered to the Corporation on the Closing Date. Such shares shall thereupon be
assigned by the Corporation to its shareholders so that the Institutional Class
shares of the Fund may be distributed as provided in Section 5.
If, at the Closing Date, the Corporation is unable to make delivery
under this Section 8 to the Fund of any of its portfolio securities or cash for
the reason that any of such securities purchased by the Corporation, or the cash
proceeds of a sale of portfolio securities,
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<PAGE>
prior to the Closing Date have not yet been delivered to it or the Corporation's
custodian, then the delivery requirements of this Section 8 with respect to said
undelivered securities or cash will be waived and the Corporation will deliver
to the Fund by or on the Closing Date and with respect to said undelivered
securities or cash executed copies of an agreement or agreements of assignment
in a form reasonably satisfactory to the Fund, together with such other
documents, including a due bill or due bills and brokers' confirmation slips as
may reasonably be required by the Fund.
9. The Fund shall assume the liabilities (including for portfolio
securities purchased which have not settled) of the Corporation, but the
Corporation will, nevertheless, use its best efforts to discharge all known
liabilities, so far as may be possible, prior to the Closing Date. The expenses
of the Corporation and the Fund, respectively, related to the reorganization
including legal, accounting, printing, filing, proxy soliciting and portfolio
transfer taxes, if any, will be borne by Reich & Tang Asset Management, L.P.,
the investment manager to both the Corporation and the Fund.
10. The obligations of the Fund hereunder shall be subject to the
following conditions:
A. The Board of Directors of the Corporation shall have authorized the
execution of this Agreement and the shareholders of the Corporation shall have
approved the transactions contemplated herein, and the Corporation shall have
furnished to the Fund copies of resolutions to that effect certified by the
Secretary or an Assistant Secretary of the Corporation; such shareholder
approval shall have been by the vote of the holders of a majority of the
outstanding voting securities of the Corporation entitled to vote at a meeting
for which proxies have been solicited by the Proxy Statement and Prospectus.
B. The Fund shall have received an opinion dated the Closing Date of
Battle Fowler LLP, to the effect that (i) the Corporation is a validly existing
Maryland corporation under the laws of Maryland with full corporate powers to
carry on its business as then being conducted and to enter into and perform this
Agreement; and (ii) all corporate action necessary to make this Agreement,
according to its terms, valid, binding and enforceable on the Corporation and to
authorize effectively the transactions contemplated by this Agreement have been
taken by the Corporation.
C. The representations and warranties of the Corporation contained
herein shall be true and correct at and as of the Closing Date, and the Fund
shall have been furnished with a certificate of the President or the Secretary
or the Treasurer of the Corporation, dated the Closing Date, to that effect.
D. On the Closing Date, the Corporation shall have furnished to the
Fund a certificate of the Treasurer of the Corporation as to the amount of the
capital loss carry-over
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<PAGE>
and net unrealized appreciation or depreciation, if any, with respect to the
Corporation as of the Closing Date.
E. A Registration Statement filed by the Fund under the Securities Act
of 1933 on Form N-14 and containing a preliminary form of the Proxy Statement
and Prospectus shall have become effective under that Act not later than [March
, 2000].
F. The Fund shall have received an opinion, dated the Closing Date, of
Battle Fowler LLP, to the same effect as the opinion contemplated by Section 11D
of this Agreement.
11. The obligations of the Corporation hereunder shall be subject to
the following conditions:
A. The Board of Directors of the Fund shall have authorized the
execution of this Agreement and the transactions contemplated hereby, and the
Fund shall have furnished to the Corporation copies of resolutions to that
effect certified by the Secretary or an Assistant Secretary of the Fund.
B. The Corporation shall have received an opinion dated the Closing
Date of Battle Fowler LLP, to the effect that (i) the Fund is a validly existing
Maryland corporation under the laws of Maryland with full corporate powers to
carry on its business as then being conducted and to enter into and perform this
Agreement; (ii) all corporate action necessary to make this Agreement, according
to its terms, valid, binding and enforceable upon the Fund and to authorize
effectively the transactions contemplated by this Agreement have been taken by
the Fund, and (iii) the Institutional Class shares of the Fund to be issued
hereunder are duly authorized and when issued will be validly issued, fully-paid
and non-assessable.
C. The representations and warranties of the Fund contained herein
shall be true and correct at and as of the Closing Date, and the Corporation
shall have been furnished with a certificate of the President or the Secretary
or the Treasurer of the Fund to that effect dated the Closing Date.
D. The Corporation shall have received an opinion of Battle Fowler to
the effect that for Federal income tax purposes:
(a) The Corporation's transfer of all of its assets to the Fund in
exchange for Institutional Class shares, followed by the Corporation's
distribution of Institutional Class shares to the Corporation's shareholders as
part of the liquidation of the Corporation will qualify as a tax-free
"reorganization" within the meaning of Section 368(a)(1)(c) of the Code. The
Corporation and the Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code,
-5-
915199.4
<PAGE>
(b) No gain or loss will be recognized by the shareholders of the
Corporation upon the exchange of Institutional Class shares for the shares of
the Corporation (Section 354(a) of the Code),
(c) The Corporation will not recognize gain or loss under the
provisions of the Code upon the transfer of all of its assets to the Fund solely
in exchange for Institutional Class shares of the Fund and the Fund's assumption
of all of the liabilities of the Corporation (Sections 361(a) and 357(a) of the
Code),
(d) The Fund will not recognize gain or loss upon its receipt of all of
the Corporation's assets solely in exchange for Institutional Class shares of
the Fund (Section 1032(a) of the Code),
(e) The basis of the Institutional Class shares of the Fund received by
the share holders of the Corporation will be the same as the basis in the shares
of the Corporation surrendered in exchange therefor (Section 358(a)(1) of the
Code),
(f) The holding period of the Institutional Class shares of the Fund
received in exchange for Corporation shares by the shareholders of the
Corporation will include the period that the shareholders of the Corporation
held the Corporation shares surrendered in exchange therefor, provided that such
Corporation shares are held by the shareholders as capital assets on the date of
the exchange (Section 1223(1) of the Code),
(g) The tax basis of the Corporation's assets acquired by the Fund will
be the same as the tax basis of such assets to the Corporation immediately prior
to the transaction (Section 362(b) of the Code), and
(h) The holding period of the assets of the Corporation in the hands of
the Fund will include the period during which those assets were held by the
Corporation (Section 1223(2) of the Code).
E. A Registration Statement filed by the Fund under the Securities Act
of 1933 on Form N-14, containing a preliminary form of the Proxy Statement and
Prospectus shall have become effective under that Act not later than March ,
2000.
12. The Corporation hereby represents and warrants that:
(a) The financial statements of the Corporation as of December 31, 1999
heretofore furnished to the Fund, present fairly the financial position, results
of operations, and changes in net assets of the Corporation as of that date, in
conformity with generally accepted accounting principles applied on a basis
consistent with the preceding year; and that from January 1, 2000 through the
date hereof there have not been, and through the Closing Date there will not be,
any material adverse change in the business or financial condition of the
-6-
915199.4
<PAGE>
Corporation, it being agreed that a decrease in the size of the Corporation due
to a diminution in the value of its portfolio and/or redemption of its shares
shall not be considered a material adverse change;
(b) The prospectus contained in the Corporation's Registration
Statement under the Securities Act of 1933, as amended, is true, correct and
complete, conforms to the requirements of the Securities Act of 1933 and does
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The Registration Statement, as amended, was, as of the date of
the filing of the last Post-Effective Amendment, true, correct and complete,
conformed to the requirements of the Securities Act of 1933 and did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading;
(c) There is no material contingent liability of the Corporation and no
material legal, administrative or other proceedings pending or, to the knowledge
of the Corporation, threatened against the Corporation, not reflected in such
prospectus;
(d) There are no material contracts outstanding to which the
Corporation is a party other than those ordinary in the conduct of its business;
(e) The Corporation is a validly existing Maryland corporation, and
(f) All Federal and other tax returns and reports of the Corporation
required by law to be filed have been filed, and all Federal and other taxes
shown due on said returns and reports have been paid or provision shall have
been made for the payment thereof and to the best of the knowledge of the
Corporation no such return is currently under audit and no assessment has been
asserted with respect to such returns and to the extent such tax returns with
respect to the taxable year of the Corporation ended December 31, 1999 have not
been filed, such returns will be filed when required and the amount of tax shown
as due thereon shall be paid when due.
(g) The Corporation has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, the Corporation has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company and the Corporation intends to meet such
requirements with respect to its current taxable year. The Corporation is an
investment company within the meaning of Section 368(a)(2)(F)(i) and (iii) of
the Code and satisfies the diversification requirements of Section
368(a)(2)(F)(ii). Not more than 25 percent of the value of the Corporation's
total assets is invested in the stock and securities of any one issuer, and not
more than 50 percent of the value of the Corporation's total assets is invested
in the stock and securities of five or fewer issuers.
-7-
915199.4
<PAGE>
(h) The Corporation will transfer to the Fund assets representing at
least 90 percent of the fair market value of the net assets and 70 percent of
the gross assets held by the Corporation immediately prior to the transaction.
In calculating these percentages, all redemptions and distributions (other than
distributions required pursuant to Section 22(e) of the Act or to enable the
Corporation to qualify as a regulated investment company) made by the
Corporation immediately prior to the transfer and which are part of the plan of
reorganization will be considered as assets held by the Corporation immediately
prior to the transfer.
(i) There is no plan or intention by the shareholders of the
Corporation who own [5] percent or more of the Corporation's shares, and, to the
best of the knowledge of management of the Corporation, there is no plan or
intention on the part of the remaining shareholders of the Corporation to sell,
exchange, or otherwise dispose of a number of Institutional Class shares of the
Fund received in the transaction that would reduce the Corporation's
shareholders' ownership of Institutional Class shares to a number of shares
having a value as of the Closing Date of less than 50 percent of the value of
all of the formerly outstanding stock of the Corporation as of the Closing Date.
There are no dissenters' rights in the transaction, and no cash will be
exchanged for stock of the Corporation in lieu of fractional shares of the
Institutional Class of the Fund. Shares of the Corporation and shares of the
Institutional Class of the Fund held by a shareholder of the Corporation and
otherwise sold, redeemed, or disposed of prior or subsequent to the transaction
will be considered in making this representation.
(j) The Corporation will distribute the Institutional Class shares and
any other property it receives in this transaction, and its other properties, in
pursuance of the plan of reorganization.
(k) The Corporation's liabilities [assumed by the Fund and the
liabilities] to which the transferred assets of the Corporation are subject were
incurred in the ordinary course of its business.
(l) The Corporation is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
(m) As soon as practicable, but in no event later than 12 months
following the date that all of the assets are transferred to the Fund, the
Corporation will be liquidated and dissolved under state law.
(n) The fair market value of the assets of the Corporation transferred
to the Fund will equal or exceed the sum of the liabilities [assumed by the Fund
plus the amount of liabilities, if any,] to which the transferred assets are
subject.
-8-
915199.4
<PAGE>
(o) [The sum of the liabilities of the Corporation to be assumed by the
Fund and the expenses of the transaction do not exceed twenty percent of the
fair market value of the assets of the Corporation.]
13. The Fund hereby represents and warrants that:
(a) The financial statements of the Fund as of December 31, 1999
heretofore furnished to the Corporation, present fairly the financial position,
results of operations, and changes in net assets of the Fund, as of that date,
in conformity with generally accepted accounting principles applied on a basis
consistent with the preceding year; and that from January 1, 2000 through the
date hereof there have not been, and through the Closing Date there will not be,
any material adverse changes in the business or financial condition of the Fund,
it being understood that a decrease in the size of the Fund due to a diminution
in the value of its portfolio and/or redemption of its shares shall not be
considered a material or adverse change;
(b) The prospectus contained in the Fund's Registration Statement under
the Securities Act of 1933, as amended, is true, correct and complete, conforms
to the requirements of the Securities Act of 1933 and does not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The Registration Statement, as amended, was, as of the date of the filing of the
last Post-Effective Amendment, true, correct and complete, conformed to the
requirements of the Securities Act of 1933 and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
(c) There is no material contingent liability of the Fund and no
material, legal, administrative or other proceedings pending or, to the
knowledge of the Fund, threatened against the Fund, not reflected in such
prospectus;
(d) There are no material contracts outstanding to which the Fund is a
party other than those ordinary in the conduct of its business and there are not
outstanding options or rights to acquire its shares;
(e) The Fund is a validly existing Maryland corporation; has all
necessary and material Federal, state and local authorizations to own all its
properties and assets and to carry on its business as now being conducted; the
Institutional Class shares which the Fund issues to the Corporation pursuant to
this Agreement will be duly authorized, validly issued, fully-paid and
non-assessable; will conform to the description thereof contained in the Fund's
Registration Statement, and will be duly registered under the Securities Act of
1933 and the states where registration is required; and the Fund is duly
registered under the Act and such registration has not been revoked or rescinded
and is in full force and effect;
-9-
915199.4
<PAGE>
(f) All Federal and other tax returns and reports of the Fund required
by law to be filed have been filed, and all Federal and other taxes shown due on
said returns and reports have been paid or provision shall have been made for
the payment thereof and to the best of the knowledge of the Fund no such return
is currently under audit and no assessment has been asserted with respect to
such returns and to the extent such tax returns with respect to the taxable year
of the Fund ended December 31, 1999 have not been filed, such returns will be
filed when required and the amount of tax shown as due thereon shall be paid
when due.
(g) The Institutional Class of shares constitute voting stock for
purposes of Sections 368(a)(1)(c) and 368(c) of the Code.
(h) The Fund has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, it has met the requirements
of Subchapter M of the Code for qualification and treatment as a regulated
investment company and it intends to meet such requirements with respect to its
current taxable year. The Fund is an investment company that meets the
requirements of a regulated investment company as defined in Section
368(a)(2)(F)(i) of the Code. Not more than 25 percent of the value of the Fund's
total assets is invested in the stock and securities of any one issuer, and not
more than 50 percent of the value of the Fund's total assets is invested in the
stock and securities of five or fewer issuers.
(i) The Fund has no plan or intention (i) to sell or dispose of any of
the assets transferred by the Corporation, except for dispositions made in the
ordinary course of business or dispositions necessary to maintain its status as
a regulated investment company or (ii) to redeem or reacquire any of the shares
issued by it in the reorganization other than pursuant to valid requests of
shareholders in the ordinary course of business; and
(j) After consummation of the transactions contemplated by the
Agreement, the Fund will continue to operate its business in a substantially
unchanged manner.
(k) Following the transaction, the Fund will continue the historic
business of the Corporation or use a significant portion of the Corporation's
historic business assets in a business.
(l) The Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any shares of the
Corporation.
14. Each party hereby represents to the other that no broker or finder
has been employed by it with respect to this Agreement or the transactions
contemplated hereby. Each party also represents and warrants to the other that
the information concerning it in the Combined Proxy Statement/Prospectus will
not as of its date contain any untrue statement of a material fact or omit to
state a fact necessary to make the statements concerning it therein not
misleading and that the financial statements concerning it will present the
information shown fairly in accordance with generally accepted accounting
principles consistently applied. Each
-10-
915199.4
<PAGE>
party also represents and warrants to the other that this Agreement is valid,
binding and enforceable in accordance with the terms and that the execution,
delivery and performance of this Agreement will not result in any violation of,
or be in conflict with, any provision of any charter, by-laws, contract,
agreement, judgment, decree or order to which it is subject or to which it is a
party. The Fund hereby represents to and covenants with the Corporation that, if
the reorganization becomes effective, the Fund will treat each shareholder of
the Corporation who received any of its Institutional Class shares as a result
of the reorganization as having made the minimum initial purchase of
Institutional Class shares of the Fund received by such shareholder for the
purpose of making additional investments in shares of such class, regardless of
the value of the Institutional Class shares of the Fund received. Each party
hereby further represents and warrants that:
(a) The fair market value of the Institutional Class shares received by
each shareholder of the Corporation will be approximately equal to the fair
market value of the shares of the Corporation surrendered in the exchange.
(b) Reich & Tang Asset Management, L.P. will pay all of the expenses,
if any, incurred by the Corporation and the Fund in connection with this
transaction.
(c) There is no intercorporate indebtedness existing between the
Corporation and the Fund that was issued, acquired, or will be settled at a
discount.
15. The Fund agrees that it will prepare and file a Registration
Statement under the Securities Act of 1933 on Form N-14 and which shall contain
a preliminary form of proxy statement and prospectus contemplated by Rule 145
under the Securities Act of 1933. The final form of such proxy statement and
prospectus, as amended, is referred to in this Agreement as the "Combined Proxy
Statement/Prospectus" and that term shall include any prospectus and/or report
to shareholders of the Fund which is included in the material mailed to the
shareholders of the Corporation. Each party agrees that it will use its best
efforts to have such Registration Statement declared effective and to supply
such information concerning itself for inclusion in the Combined Proxy
Statement/Prospectus as may be necessary or desirable in this connection.
16. The obligations of the parties under this Agreement shall be
subject to the right of either party to abandon and terminate this Agreement
without liability if the other party breaches any material provision of this
Agreement or if any material legal, administrative or other proceeding shall be
instituted or threatened between the date of this Agreement and the Closing Date
(i) seeking to restrain or otherwise prohibit the transactions contemplated
hereby and/or (ii) asserting a material liability of either party, which
proceeding has not been terminated or the threat thereof removed prior to the
Closing Date.
-11-
915199.4
<PAGE>
17. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all taken together shall constitute one
Agreement. The rights and obligations of each party pursuant to this Agreement
shall, however, not be assignable.
18. All prior or contemporaneous agreements and representations are
merged into this Agreement, which constitutes the entire contract between the
parties hereto. No amendment or modification hereof shall be of any force and
effect unless in writing and signed by the parties and no party shall be deemed
to have waived any provision herein for its benefit unless it executes a written
acknowledgment of such waiver.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
-12-
915199.4
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed and attested by its officers thereunto duly authorized on the date
first set forth above.
DELAFIELD FUND, INC.
By: ______________________________
Title:
Attest:
- -------------------
REICH & TANG EQUITY FUND
By: ______________________________
Title:
Attest:
- -------------------
-13-
915199.4
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Relating to the acquisition of the assets of
REICH & TANG EQUITY FUND, INC.
600 Fifth Avenue
New York, New York 10020
by and in exchange for Institutional Class shares of
DELAFIELD FUND, INC.
600 Fifth Avenue
New York, New York 10020
Telephone: (800) ___________
This Statement of Additional Information, relating specifically to the
proposed acquisition of all of the assets of Reich & Tang Equity Fund, Inc. (the
"R&T Equity") by Delafield Fund, Inc. ("Delafield"), consists of this cover page
proforma financial statements and the following described documents, each of
which is incorporated by reference herein:
(1) The Statement of Additional Information of R&T Equity dated May 3,
1999;
(2) The Statement of Additional Information of Delafield dated May 3,
1999;
(3) The Annual Report of R&T Equity for the year ended December 31,
1999; and
(4) The Annual Report of Delafield for the year ended December 31, 1999
This Statement of Additional Information is not a prospectus. A
Combined Proxy Statement/Prospectus dated March __, 2000 relating to the
above-referenced transaction may be obtained from Reich & Tang Asset Management,
L.P. at the number and address listed above. This Statement of Additional
Information relates to, and should be read in conjunction with, such Combined
Proxy Statement/Prospectus.
The pro forma combined statement of assets and liabilities reflects the
financial position of Delafield at December 31, 1999 as though the
reorganization occurred as of that date. The pro forma combined statement of
operations reflects the results of operations of the Funds for the period ended
December, 1999 as though the reorganization occurred at the beginning of the
period presented.
The date of this Statement of Additional Information is March __, 2000.
922602.1
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Common Stocks (98.97%)
Aerospace (3.62%)
Cordant Technologies Inc. 30,000 990,000 30,000 990,000
Gencorp 65,000 641,875 31,500 311,062 96,500 952,937
Raytheon Co. - Class A 30,000 744,375 30,000 744,375
Teledyne Technologies Inc. 175,001 1,651,572 175,001 1,651,572
------------ ------------ ------------
4,027,822 311,062 4,338,884
------------ ------------ ------------
Automotive/Auto Parts (1.03%)
OEA, Inc. 190,700 929,663 62,500 304,688 253,200 1,234,351
------------ ------------ ------------
Building (1.67%)
Champion Enterprises, Inc. 50,000 428,125 50,000 428,125
Walter Industries 95,000 1,027,187 50,000 540,625 145,000 1,567,812
------------ ------------ ------------
1,455,312 540,625 1,995,937
------------ ------------ ------------
Business Equipment & Supplies (1.50%)
Reynolds & Reynolds 80,000 1,800,000 80,000 1,800,000
------------ ------------
Business Services (1.07%)
Modis Professional Services 90,000 1,282,500 90,000 1,282,500
------------ ------------
Chemicals (8.40%)
C & K Witco 110,000 1,471,250 110,000 1,471,250
Cabot Corporation 125,000 2,546,875 25,000 509,375 150,000 3,056,250
Engelhard Corporation 125,000 2,359,375 125,000 2,359,375
International Specialty Products 110,000 1,010,625 80,000 735,000 190,000 1,745,625
OMNOVA Solutions Inc. 125,000 968,750 59,500 461,125 184,500 1,429,875
------------ ------------ ------------
8,356,875 1,705,500 10,062,375
------------ ------------ ------------
Consumer Products & Services (7.15%)
Borders Group Inc. 50,000 803,125 50,000 803,125
Bush Industries Inc. 240,100 4,126,719 240,100 4,126,719
Department 56 Inc. 63,000 1,425,375 20,000 452,500 83,000 1,877,875
Huffy Corp. 263,000 1,380,750 263,000 1,380,750
Water Pik Technologies Inc. 38,750 370,547 38,750 370,547
------------ ------------ ------------
8,106,516 452,500 8,559,016
------------ ------------ ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Diversified Manufacturing (0.50%)
Teleflex Inc. 19,000 594,938 19,000 594,938
------------ ------------
Drugs (0.46%)
Rexall Sundown 53,000 548,219 53,000 548,219
------------ ------------
Educational Services (0.26%)
ITT Educational Services, Inc. 20,000 308,750 20,000 308,750
------------ ------------
Electronics (1.83%)
Harman International 34,000 1,908,250 34,000 1,908,250
Sheldahl Inc. 65,000 286,406 65,000 286,406
------------ ------------ ------------
286,406 1,908,250 2,194,656
------------ ------------ ------------
Electronic Components (0.37%)
General Semiconductor Inc. 31,000 439,813 31,000 439,813
------------ ------------
Energy (1.10%)
Devon Energy Corporation 20,000 657,500 20,000 657,500
Forest Oil Corporation 50,000 659,375 50,000 659,375
------------ ------------
1,316,875 1,316,875
------------ ------------
Financial Products & Services (4.17%)
Deluxe Corp. 90,000 2,469,375 90,000 2,469,375
Harland (John H.) Company 70,000 1,281,875 70,000 1,281,875
Moore Corporation, LTD 205,000 1,242,812 205,000 1,242,812
------------ ------------
4,994,062 4,994,062
------------ ------------
Food Processing (1.00%)
Universal Foods Corp. 59,000 1,202,125 59,000 1,202,125
------------ ------------
Home Furnishing (0.37%)
Shaw Industries 29,000 447,688 29,000 447,688
------------ ------------
Household Products (2.18%)
Blyth Industries 39,000 957,938 39,000 957,938
Lancaster Colony Corporation 50,000 1,656,250 50,000 1,656,250
------------ ------------
2,614,188 2,614,188
------------ ------------
</TABLE>
<PAGE>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Industrial Materials (0.52%)
Minerals Technologies Inc. 15,500 620,969 15,500 620,969
------------ ------------
Industrial Products (16.42%)
AMETEK, Inc. 105,000 2,001,562 105,000 2,001,562
Atchison Casting Corporation 30,000 273,750 30,000 273,750
Clarcor Inc. 30,000 540,000 30,000 540,000
Flowserve Corporation 50,000 850,000 50,000 850,000
Kennametal Inc. 75,000 2,521,875 75,000 2,521,875
Kaydon Corporation 30,000 804,375 20,000 536,250 50,000 1,340,625
Thermo Electron Corporation 40,000 600,000 25,000 375,000 65,000 975,000
UNOVA, Inc. 190,000 2,470,000 65,000 845,000 255,000 3,315,000
Wabtec Corporation 148,500 2,635,875 148,500 2,635,875
York International Corp. 125,000 3,429,688 64,500 1,769,719 189,500 5,199,407
------------ ------------ ------------
16,127,125 3,525,969 19,653,094
------------ ------------ ------------
Industrial Services (1.06%)
Harsco Corp. 40,000 1,270,000 40,000 1,270,000
------------ ------------
Insurance (Property/Casualty) (2.85%)
Berkeley W R Inc. 20,000 420,000 20,000 420,000
Highlands Insurance Group 40,000 380,000 40,000 380,000
Policy Management Systems 70,000 1,789,375 32,000 818,000 102,000 2,607,375
------------ ------------ ------------
2,589,375 818,000 3,407,375
------------ ------------ ------------
Insurance (Reinsurance) (3.39%)
Lasalle Re Holdings Ltd 45,000 742,500 30,200 498,300 75,200 1,240,800
Risk Capital Holding Inc. 57,000 741,000 57,000 741,000
Trenwick Group, Inc. 122,878 2,081,237 122,878 2,081,237
------------ ------------ ------------
3,564,737 498,300 4,063,037
------------ ------------ ------------
Medical Equipment, Services & Supplies (4.33%)
Quest Diagnostics Inc. 65,000 1,986,563 65,000 1,986,563
Steris Corporation 75,000 773,437 24,000 247,500 99,000 1,020,937
Varian Medical Systems, Inc. 30,000 894,375 43,000 1,281,937 73,000 2,176,312
------------ ------------ ------------
3,654,375 1,529,437 5,183,812
------------ ------------ ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Metals/Mining (5.01%)
A K Steel 50,090 945,449 50,090 945,449
Allegheny Teledyne Inc. 73,500 1,649,156 73,500 1,649,156
Carpenter Technology 15,000 411,563 15,000 411,563
Commercial Metals Company 45,000 1,527,187 45,000 1,527,187
Mueller Industries 36,000 1,305,000 36,000 1,305,000
Special Metals Corporation 50,000 159,375 50,000 159,375
------------ ------------ ------------
4,692,730 1,305,000 5,997,730
------------ ------------ ------------
Packaging & Containers (1.02%)
Ball Corporation 31,000 1,220,625 31,000 1,220,625
------------ ------------
Precision Instruments (1.57%)
Gerber Scientific 21,500 471,656 21,500 471,656
Roper Industries Inc. 28,000 1,058,750 28,000 1,058,750
Varian Inc. 15,500 349,234 15,500 349,234
------------ ------------
1,879,640 1,879,640
------------ ------------
Real Estate (4.19%)
Fairfield Communities Inc. 100,000 1,075,000 78,500 843,875 178,500 1,918,875
Kimco Realty Corporation 75,000 2,540,625 75,000 2,540,625
Ramco-Gershenson Properties Trust 43,750 552,344 43,750 552,344
------------ ------------ ------------
4,167,969 843,875 5,011,844
------------ ------------ ------------
Refrigeration Systems (0.37%)
Hussmann International 29,500 444,344 29,500 444,344
------------ ------------
Restaurants (0.09%)
CBRL Group Inc. 10,900 105,764 10,900 105,764
------------ ------------
Retail - Specialty (0.42%)
Claire's Stores Inc. 22,500 503,437 22,500 503,437
------------ ------------
Security Services (0.28%)
Sensormatic Electronics 19,000 331,312 19,000 331,312
------------ ------------
Telecommunications (0.71%)
Salient 3 Communications 121,400 849,800 121,400 849,800
------------ ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Textile/Apparel (5.66%)
Burlington Industries Inc. 750,000 3,000,000 126,500 506,000 876,500 3,506,000
Delta Woodside Industries Inc. 922,000 1,728,750 922,000 1,728,750
Jones Apparel Group Inc. 57,000 1,546,125 57,000 1,546,125
------------ ------------ ------------
4,728,750 2,052,125 6,780,875
------------ ------------ ------------
Toiletries/Cosmetics (0.64%)
Alberto-Culver Co. Class A 35,000 761,250 35,000 761,250
------------ ------------
Trucking (0.37%)
Yellow Corporation 26,000 439,562 26,000 439,562
------------ ------------
Miscellaneous (13.39%)
Calgon Carbon Corporation 175,000 1,039,063 175,000 1,039,063
Carlisle Companies Inc. 20,000 720,000 11,000 396,000 31,000 1,116,000
International Multifoods 70,000 927,500 70,000 927,500
JLK Direct Distribution Inc. 130,000 1,340,625 130,000 1,340,625
MSC Industrial Direct Company 310,000 4,107,500 74,000 980,500 384,000 5,088,000
Ogden Corporation 250,000 2,984,375 250,000 2,984,375
Paxar Corp. 75,000 632,813 75,000 632,813
Western Resources, Inc. 45,000 765,000 45,000 765,000
XTRA 50,000 2,131,250 50,000 2,131,250
------------ ------------ -------------
14,648,126 1,376,500 16,024,626
------------ ------------ -------------
Total Common Stocks ($Cost $117,821,310) $ 84,496,518 33,986,955 $ 118,483,473
------------ ------------ -------------
Convertible Preferred Stock (0.06%)
Real Estate (0.06%)
Kimco Realty Corporation Class D Depository Shares 3,600 76,725 3,600 76,725
------------ -------------
Total Convertible Preferred Stock (Cost $ 82,722) $ 76,725 $ 76,725
------------ -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF INVESTMENTS
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
REICH & TANG PRO-FORMA
DELAFIELD FUND, INC. EQUITY FUND,INC. COMBINED
Shares Value Shares Value Shares Value
-------- --------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Corporate Bonds (0.09%)
Insurance (Life) (0.09%)
PennCorp Financial Group, 9.250%, due 12/15/2003 125,000 106,875 125,000 106,875
------------ -------------
Total Corporate Bonds (Cost $125,086) $ 106,875 $ 106,875
------------ -------------
Face Face Face
Amount Value Amount Value Amount Value
Short-Term Investments (0.67%)
Repurchase Agreements (0.67%)
Morgan (JP) Securities Inc., 2.50%, due 01/03/00
(Collateralized by $826,278, Federal Home Loan Bank,
0.000% 321,000 due 01/26/00) 321,000 321,000 487,000 487,000 808,000 808,000
------------ ------------ -------------
Total Short-Term Investments (Cost $808,000) $ 321,000 $ 487,000 $ 808,000
------------ ----------- -------------
Total Investments (99.79%) (Cost $118,837,118) 85,001,118 34,473,955 119,475,073
Cash and Other Assets, In Excess of Liabilities (0.21%) 527,237 (280,731) 246,505
------------ ------------ -------------
Net Assets (100.00%) $ 85,528,355 $ 34,193,224 $ 119,721,578
============ ============ =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF ASSETS AND LIABILITIES
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
DECEMBER 31, 1999
(UNAUDITED)
- --------------------------------------------------------------------------------------
DELAFIELD REICH & TANG PRO-FORMA
FUND, INC. EQUITY FUND, INC. COMBINED
<S> <C> <C> <C>
ASSETS
Investments in securities, at value $85,001,118 $34,473,955 $119,475,073
Cash 0 75 75
Receivable for shares issued 4,982 429,508 434,490
Receivables for investment securities sold 1,103,467 0 1,103,467
Dividends and interest receivable 122,922 13,989 136,911
----------- ----------- ------------
Total assets 86,232,489 34,917,527 121,150,016
LIABILITIES
Funds advanced by Custodian 1,487 0 1,487
Payable for shares redeemed 39,294 701,002 740,296
Payable for investment securities purchased 603,084 0 603,084
Accrued expenses 60,269 23,302 83,571
----------- ----------- ------------
Total liabilities 704,134 724,304 1,428,438
----------- ----------- ------------
NET ASSETS 85,528,355 34,193,223 119,721,578
=========== =========== ============
Shares Outstanding 6,076,843 2,963,452 8,507,065
Net asset value per share $14.07 $11.54 $14.07
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
(UNAUDITIED)
DELAFIELD REICH & TANG PRO-FORMA
FUND, INC. EQUITY FUND, INC. ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends and interest 1,668,184 596,825 0 2,265,009
EXPENSES
Investment management fee 739,325 356,215 0 1,095,540
Administration fee 194,073 89,054 4,452 287,579 (a)
Distribution expenses 0 5,778 (5,778) 0 (b)
Custodian expenses 14,932 11,196 0 26,128
Shareholder servicing and related shareholder expenses 73,450 34,611 (11,854) 96,207 (c)
Legal, compliance and filing fees 66,330 29,606 (29,606) 66,330 (c)
Audit and accounting 51,660 39,215 (39,215) 51,660 (c)
Directors' fees and expenses 8,734 13,984 (13,984) 8,734 (c)
Other 5,714 3,007 (1,674) 7,047 (c)
---------- ---------- ------- ----------
Total expenses 1,154,218 582,666 (97,659) 1,639,225
Less:
Fees Waived 0 (45,940) 45,940 0 (d)
Expenses paid indirectly (1,222) (1,978) 0 (3,200)
---------- ---------- ------- ----------
Net expenses 1,152,996 534,748 (51,719) 1,636,025
Net investment income 515,188 62,077 51,719 628,984
---------- ---------- ------- ----------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Net realized gain on investments (33,813) 7,442,590 0 7,408,777
Net change in unrealized appreciation
(depreciation) of investments 5,651,088 (8,209,121) 0 (2,558,033)
---------- ---------- ------- ----------
Net gain (loss) on investments 5,617,275 (766,531) 0 4,850,744
---------- ---------- ------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS 6,132,463 (704,454) 51,719 5,479,728
========== ========== ======= ==========
Notes:
(a) Administration fee is based on an annual rate of 0.21% of the total combined average net assets for the year ended
December 31, 1999.
(b) There will be no Distribution expense.
(c) Expenses are based on one fund.
(d) Fees will not be waived by the Manager.
</TABLE>
<PAGE>
<PAGE>
DELAFIELD FUND, INC.
REICH & TANG EQUITY FUND, INC.
Notes to Pro Forma Financial Statements
(Unaudited)
1. Basis of Presentation
Subject to approval of the proposed Agreement and Plan of Reorganization (the
"Agreement and Plan") by the shareholders of the Reich & Tang Equity Fund, Inc.
(the "Equity Fund"), Delafield Fund, Inc. ("Delafield") will acquire all the net
assets of the Equity Fund in exchange for the shares of Delafield. The merger
will be accounted for by the method of accounting for tax free business
combinations of investment companies. The pro forma combining Statement of
Assets and Liabilities reflects the financial position of the Equity Fund and
Delafield as of December 31, 1999 as though the merger occurred as of that date.
The pro forma combining Statement of Operations reflects the results of
operations of the Equity Fund and Delafield for the year ended December 31, 1999
as though the merger occurred on January 1, 1999. The pro forma financial
statements do not reflect the expenses of either fund in carrying out its
obligations under the Agreement and Plan of Reorganization or any adjustment
with respect to additional distributions that may be made prior to
reorganization. The pro forma financial statements are presented for the
information of the reader, and should be read in conjunction with the historical
financial statements of the Funds.
2. Capital Shares
The number of Delafield shares issued was calculated by dividing the net assets
of the Equity Fund at December 31, 1999 by the net asset value per share of
Delafield at December 31, 1999.
922602.1
<PAGE>
PART C
OTHER INFORMATION
Item 15 Indemnification
In accordance with Section 2-418 of the General Corporation Law of the
State of Maryland, Article NINTH of the Registrant's Articles of Incorporation
provide as follows:
NINTH: (1) The Corporation shall indemnify (i) its currently acting and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the General
Laws of the State of Maryland now or hereafter in force, including the advance
of expenses under the procedures and to the fullest extent permitted by law, and
(ii) other employees and agents to such extent as shall be authorized by the
Board of Directors or the By-Laws and as permitted by law. Nothing contained
herein shall be construed to protect any director or officer of the Corporation
against any liability to the Corporation or its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing such
provisions or such indemnification arrangements as may be permitted by law. No
amendment of the charter of the Corporation or repeal of any of its provisions
shall limit or eliminate the right of indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment or repeal.
(2) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, and the Investment Company Act of
1940, no director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. No amendment of the charter of the Corporation or repeal of any of
its provisions shall limit or eliminate the limitation of liability provided to
directors and officers hereunder with respect to any act or omission occurring
prior to such amendment or repeal.
Pursuant to Section 8 of the Distribution Agreement, the Registrant has
agreed to indemnify, defend and hold harmless the Distributor and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act
against any and all claims, liabilities and expenses which the Distributor or
any such controlling person may incur, under the 1933 Act or the 1940 Act or
otherwise, based upon any alleged omission to state a material fact contained in
the Registration Statement or Prospectus or based upon any alleged omission to
state a material fact required to be stated in either of them or necessary to
make the statements in either of them not misleading. However, the Registrant
does not agree to indemnify the parties against any liability to which they
would be subject by reason of willful misfeasance, bad faith, gross negligence,
and reckless disregard of the obligations and duties under the Distribution
Agreement.
Pursuant to Section 9 of the Distribution Agreement, the Distribution
has agreed to indemnify the Registrant and its officers and directors against
any and all claims, demands, liabilities, and expenses which the Registrant or
its officers or directors may incur under the 1933 Act or under
914444.1
i
<PAGE>
common law or otherwise, to the extent such liability arises out of or is based
upon any alleged untrue statement of a material fact contained in information
furnished in writing by the Distributor to the Registrant for use in the
Registration Statement or Prospectus as in effect from time to time, or shall
arise out of or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the Registration
Statement or Prospectus or necessary to make such information not misleading.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities & Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
as been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 16 Exhibits
(1) Articles of Incorporation of the Registrant (originally filed
with Pre-Effective Amendment No. 1 on Form N-1A to Registration
Statement No. 33-69760 on November 15, 1993; re-filed for Edgar
purposes only with Post-Effective Amendment No. 6 on June 17,
1998, and is incorporated by reference herein).
(2) By-Laws of the Registrant (originally filed with Pre-Effective
Amendment No. 1 on Form N-1A to Registration Statement No.
33-69760 on November 15, 1993, re-filed for Edgar purposes only
with Post-Effective Amendment No. 6 on June 17, 1998, and
incorporated by reference herein).
(3) Not Applicable
(4) Agreement and Plan of Reorganization and Liquidation between
the Registrant and Reich & Tang Equity Fund, Inc. (see Exhibit
A to the Combined Proxy Statement/Prospectus).
(5) Form of certificate for shares of Common Stock, par value $.001
per share, of the Registrant (originally filed with
Pre-Effective Amendment No. 1 on Form N-1A to Registration
Statement No. 33-69760 on November 15, 1993; re-filed for Edgar
purposes only with Post-Effective Amendment No. 6 on June 17,
1998, and incorporated by reference herein).
(6) 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 incorporated by
reference herein).
(7) Form of Distribution Agreement between the Registrant and Reich
& Tang Distributors Inc. (filed with Post-Effective Amendment
No. 5 on Form N-1A to
ii
<PAGE>
Registration Statement No. 33-69760 on April 29, 1998, and
incorporated by reference herein).
(8) Not applicable.
(9) Form of Custody Agreement between the Registrant and Investors
Fiduciary Trust Company (originally filed with Post-Effective
Amendment No. 2 on Form N-1A to Registration Statement No.
33-69760 on January 31, 1995; re-filed for Edgar purposes only
with Post-Effective Amendment No. 6 on June 17, 1998, and
incorporated by reference herein).
(10)(a) 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).
(10)(b) Form of Distribution Agreement between the Registrant and Reich
& Tang Distributors, Inc. (see Exhibit (7) above).
(10)(c) 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 incorporated by reference
herein).
(10)(d) 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).
*(11) Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the headings
"Dividends, Distributions and Taxes" and "Counsel and Auditors"
in the Prospectus and as to certain federal tax matters
(originally filed with Pre-Effective Amendment No. 1 on Form
N-1A to Registration Statement No. 33-69760 on November 15,
1993, re-filed for Edgar purposes only with PEA No. 6 on June
17, 1998, and is incorporated by reference herein).
*(12) Opinion and Consent as to tax matters and consequences.
(13) Form of Sub-Transfer Agency Agreement Between Registrant and
Investors Fiduciary Trust Company (Originally filed with
Post-Effective Amendment No. 2 on Form N-1A to Registration
Statement No. 33-69760 on January 31, 1995, re-filed for Edgar
purposes only with PEA No. 6 on June 17, 1998, and is
incorporated by reference herein).
*(14) Consent of Independent Auditors.
(15) Omitted Financial Statements (filed with the Annual Reports for
the Registrant and Reich & Tang Equity Fund, Inc. and
incorporated herein by reference).
- --------------------
* To be filed by amendment.
iii
914444.1
<PAGE>
(16) 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).
(17) 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).
(18) Written assurance of New England Investment Companies L.P. that
its purchase of shares of the registrant was for investment
purposes without any present intention of redeeming or
reselling (Filed with Pre-Effective Amendment No. 1 on Form
N-1A to Registration Statement No. 33-69760 on November 15,
1993, re-filed for Edgar purposes only with PEA No. 6 on June
17, 1998, and is incorporated by reference herein).
Item 17 Undertakings
(1) Registrant agrees that, prior to any public reoffering of the
securities registered through the use of a prospectus which is part of
this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act
of 1933, the reoffering prospectus will contain the information called
for by the applicable registration form for the reofferings by persons
who may be deemed underwriters, in addition to the information called
for by the other items of the applicable.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (a) above will be filed as part of an amendment
to the Registration Statement and will not be used until the amendment
is effective, and that, in determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered therein,
and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
iv
914444.1
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this registration statement
has been signed on behalf of the Registrant, in the City of New York, and State
of New York, on the 23rd day of March, 2000.
DELAFIELD FUND, INC.
By:/s/ Bernadette N. Finn
----------------------
Bernadette N. Finn, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
(l) Principal Executive
Officer:
/s/ J. Dennis Delafield Chairman March 23, 2000
--------------------------
J. Dennis Delafield and Director
(2) Principal Financial and
Accounting Officer:
/s/ Richard De Sanctis Treasurer March 23, 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
--------------------------
Bernadette N. Finn March 23, 2000
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.
v
914444.1
