INSTITUTIONAL DAILY INCOME FUND
485B24E, 1995-11-17
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                                                       Registration No. 33-74470


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Pre-Effective Amendment No.

                         Post-Effective Amendment No. 4

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                               Amendment No. _____

                         Institutional Daily Income Fund
               (Exact Name of Registrant as Specified in Charter)

                   600 Fifth Avenue, New York, New York 10020
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (212) 830-5200

                               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)

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


      [X]   immediately upon filing pursuant to paragraph (b)

      [ ]   on (date) pursuant to paragraph (b)

      [ ]   60 days after filing pursuant to paragraph (a)

      [ ]   on (date) pursuant to paragraph (a) of Rule 485

      [ ]   75 days after filing pursuant to paragraph (a) (2)

      [ ]   on (date) pursuant to paragraph (a) (2) of Rule 485


<PAGE>


   CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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

                             Proposed         Proposed
                              Maximum         Maximum
Securities      Amount       Offering         Aggregate      Amount of
 Being           Being       Price per        Offering    Registration
Registered     Registered      Unit*           Price**           Fee**

SHARES OF
BENEFICIAL
INTEREST

$.01 par     42,362,717.93     $1.00         42,362,717.93     $8,472.54
value

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

*    Estimated  solely  for  the  purposes  of  determining  the  amount  of the
     registration fee.


**   Calculated  pursuant to Rule 24e-2(a) under the  Investment  Company Act of
     1940.  267,689,850.36  shares  were  redeemed  during the fiscal year ended
     March  31,  1995,  none of which  are being  used for  "reduction"  in this
     amendment,  none of which were  previously  so used in filings  pursuant to
     Rule 24e-2 (a) or 24f-2(c)  during the current fiscal year ending March 31,
     1996.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, as amended,  the  Registrant  certifies that it
meets  all of the  requirements  for  effectiveness  of  this  Amendment  to its
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, and State of New York, on the 17th day of November, 1995.


                                        INSTITUTIONAL DAILY INCOME FUND



                                        By:  /S/Steven W. Duff
                                             Steven W. Duff
                                             President


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


      SIGNATURE                              CAPACITY                  DATE

(1) Principal Executive
    Officer


     /s/ Steven W. Duff                   President and
         Steven W. Duff                   Director                   11/17/95

(2)  Principal Financial and
     Accounting Officer

     /s/ Richard De Sanctis
         Richard De Sanctis               Treasurer                  11/17/95

(3) Majority of Trustees

        W. Giles Mellon                   Director
        Yung Wong                         Director
        Robert Straniere                  Director


By:  /s/ Bernadette N. Finn
         Bernadette N. Finn                                          11/17/95
         Attorney-in-Fact




<TABLE> <S> <C>

<ARTICLE>           6
<LEGEND>            The  schedule   contains   summary   financial   information
                    extracted  from  the  financial  statements  and  supporting
                    schedules  as of the end of the most  current  period and is
                    qualified in its  entirety by  reference  to such  financial
                    statements.
</LEGEND>
<CIK>               0000918267
<NAME>              Institutional Daily Income Fund
<SERIES>
<NUMBER>            1
<NAME>              Money Market Portfolio
       
<S>                               <C>    
<FISCAL-YEAR-END>             MAR-31-1996
<PERIOD-START>                APR-01-1995
<PERIOD-END>                  SEP-30-1995
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         76562322
<INVESTMENTS-AT-VALUE>        76562322
<RECEIVABLES>                 85971
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          36301
<TOTAL-ASSETS>                76684594
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     326331
<TOTAL-LIABILITIES>           326331
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      76358263
<SHARES-COMMON-STOCK>         76358263
<SHARES-COMMON-PRIOR>         35856766
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       0
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  76358263
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             1655545
<OTHER-INCOME>                0
<EXPENSES-NET>                27795
<NET-INVESTMENT-INCOME>       1627750
<REALIZED-GAINS-CURRENT>      0
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         1627750
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     1627750
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       237194199
<NUMBER-OF-SHARES-REDEEMED>   197792051
<SHARES-REINVESTED>           1099349
<NET-CHANGE-IN-ASSETS>        40501497
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         22231
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               98654
<AVERAGE-NET-ASSETS>          55881867
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .06
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .06
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               3.5
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>



                               BATTLE FOWLER LLP
                              75 East 55th Street
                            New York, New York 10022


                                                  November 17, 1995


Institutional Daily Income Fund
600 Fifth Avenue
New York, New York 10020

Gentlemen:

     We  have  acted  as  counsel  to   Institutional   Daily   Income  Fund,  a
Massachusetts  Business Trust (the "Fund"),  in connection  with the preparation
and filing of Registration  Statement No. 33-74470 on Form N-1A pursuant to Rule
24e-2  of  the  Securities  Act  of  1933   registering  the  issuance  of  (the
"Registration Statement") 42,362,717.93 shares of beneficial interest, par value
$.01 per share, of the Fund.

     We have  examined  copies of the  Declaration  of Trust and  By-Laws of the
Fund, the Registration Statement, and such other corporate records,  proceedings
and documents, including the consent of the Board of Trustees and the minutes of
the meeting of the Board of Trustees  of the Fund,  as we have deemed  necessary
for the purpose of this opinion.  We have also  examined  such other  documents,
papers,  statutes and authorities as we deemed necessary to form a basis for the
opinion  hereinafter  expressed.  In our  examination of such material,  we have
assumed  the  genuineness  of all  signatures  and the  conformity  to  original
documents  of all  copies  submitted  to us.  As to  various  questions  of fact
material to such opinion,  we have relied upon  statements and  certificates  of
officers and representatives of the Fund and others.

     Based upon the  foregoing,  we are of the  opinion  that the  42,362,717.93
shares of  beneficial  interest,  par value $.01 per share,  of the Fund,  to be
issued  in  accordance  with the  terms  of the  offering,  as set  forth in the
Prospectus  and  Statement  of  Additional  Information  included as part of the
Registration  Statement and in accordance with applicable state securities laws,
when so issued and paid for,  will  constitute  validly  authorized  and legally
issued shares of beneficial interest, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the reference to us in the Registration Statement
under the heading  "Federal Income Taxes" in the Prospectus and in the Statement
of Additional  Information,  and under the heading "Counsel and Auditors" in the
Statement of Additional Information.


                                                  Very truly yours,


                                                  BATTLE FOWLER LLP




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