FLORIDA DAILY MUNICIPAL INCOME FUND
497, 1998-01-23
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                                                                     RULE 497(c)
                                                       Registration No. 33-81920




FLORIDA
DAILY MUNICIPAL                             600 FIFTH AVENUE, NEW YORK, NY 10020
INCOME FUND                                                       (212) 830-5220

PROSPECTUS
   
January 2  , 1998

Florida Daily Municipal Income Fund (the "Fund") is a non-diversified,  open-end
management investment company that is a short-term, tax-exempt money market fund
whose investment  objectives are to provide Florida residents an investment that
is, to the extent possible, exempt from the Florida intangible personal property
tax and to seek as high a level of current  income  exempt from regular  Federal
income taxes,  as is believed to be  consistent  with  preservation  of capital,
maintenance  of liquidity and stability of principal.  No assurance can be given
that the Fund's  objectives  will be achieved.  The Fund is  concentrated in the
securities  issued by Florida or entities within Florida and the Fund may invest
a  significant  percentage  of its  assets  in a single  issuer.  Therefore,  an
investment  in the Fund may be riskier than  investment  in other types of money
market funds.  The Fund offers two classes of shares to the general public.  The
Class A shares of the Fund are subject to a service  fee  pursuant to the Fund's
Rule  12b-1  Distribution  and  Service  Plan  and are  sold  through  financial
intermediaries  who provide  servicing  to Class A  shareholders  for which they
receive compensation from the Manager and the Distributor. The Class B shares of
the Fund are not  subject to a service  fee and either are sold  directly to the
public  or are  sold  through  financial  intermediaries  that  do  not  receive
compensation  from the Manager or the  Distributor.  In all other respects,  the
Class A and Class B shares  represent the same interest in the income and assets
of the Fund.  

This Prospectus  sets forth  concisely the  information a prospective  investors
should know before investing in the Fund . A Statement of Additional Information
about  the Fund has been  filed  with the  Securities  and  Exchange  Commission
("SEC") and is available  upon request and without  charge by calling or writing
the Fund at the above address.  The "Statement of Additional  Information" bears
the same date as this  Prospectus  and is  incorporated  by reference  into this
Prospectus  in its entirety.  The SEC maintains a website  (http.//www.sec.gov.)
that  contains the  Statement of  Additional  Information  and other reports and
information  regarding  the Fund which have been filed  electronically  with the
SEC. 

Reich & Tang Asset  Management  L.P. acts as investment  manager of the Fund and
Reich & Tang Distributors,  Inc. acts as distributor of the Fund's shares. Reich
& Tang Asset Management L.P. is a registered  investment  adviser.  Reich & Tang
Distributors,  Inc. is a  registered  broker-dealer  and member of the  National
Association of Securities Dealers, Inc.

An  investment  in the  Fund is  neither  insured  nor  guaranteed  by the  U.S.
Government.  The Fund  intends to maintain a stable net asset value of $1.00 per
share  although  there can be no assurance  that this value will be  maintained.

Shares in the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank,  and the shares are not insured by the Federal  Deposit  Insurance
Corporation,  the Federal  Reserve Board,  or any other agency.  

This Prospectus should be read and retained by investors for future reference.
    
   
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT BEING OFFERED VIA THE
INTERNET TO RESIDENTS OF PARTICULAR STATES.
    

                                       
<PAGE>


                           TABLE OF FEES AND EXPENSES


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

Annual Fund Operating Expenses
(as a percentage of average net assets)                                   Class A                 Class B

   
       Management Fees - After fee waiver                                 0.33%                    0.33%
       12b-1 Fees                                                         0.25%                    0.00%
       Other Expenses - After fee waiver                                  0.17%                    0.13%
                         Administration Fees -After fee waiver   0.01%                     0.01%
                                                                          ------
       Total Fund Operating Expenses                                      0.75%                    0.46%
    



Example                                                   1 year       3 years       5 years         10 years
- -------                                                   ------       -------       -------         --------


You would pay the  following on a $1000  investment,  assuming 5% annual  return
(cumulative through the end of each year):


   
                                      Class A               $8            $24            $42             $93
                                      Class B               $5            $15            $26             $58

</TABLE>

The purpose of the above fee table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein.  The Manager has voluntarily  waived
the  portion  of the  Management  Fee and a portion of the  Administration  Fee;
absent such waivers,  the Management Fee and  Administration Fee would have been
 .40% and  .21%,  respectively.  In  addition,  absent  fee  waivers  total  Fund
Operating Expenses would have been 1.02% for Class A and .73% for Class B.

The  figures   reflected  in  this  example   should  not  be  considered  as  a
representation  of past or future  expenses.  Actual  expenses may be greater or
less than those shown above. 

                                       2
<PAGE>




                              FINANCIAL HIGHLIGHTS
The following  financial  highlights of Florida Daily Municipal  Income Fund has
been  audited  by  McGladrey  &  Pullen  LLP,   Independent   Certified   Public
Accountants,  whose  report  thereon  appears  in the  Statement  of  Additional
Information.
    
<TABLE>
<CAPTION>
<S>                                                             <C>                     <C>                    <C>                  
                                                                   Year Ended              Year Ended             Period Ended
Class A                                                          August 31, 1997         August 31, 1996        August 31, 1995**
- -------                                                          ---------------         ---------------        -----------------


Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period................             $      1.00             $     1.00             $     1.00
                                                                 ---------------         --------------         --------------
Income from investment operations:
  Net investment income.............................                    0.030                  0.031                  0.032
Less distributions:
  Dividends from net investment income..............             (      0.030  )        (     0.031   )        (     0.032   )
                                                                  --------------          -------------          -------------
Net asset value, end of period......................             $      1.00             $     1.00             $     1.00
                                                                 ===============         ===============        =============
Total Return........................................                    3.08%                  3.09%                  3.60%*
Ratios/Supplemental Data
Net assets, end of period (000).....................             $      96,683           $     36,758           $     20,974
Ratios to average net assets:
Expenses............................................                    0.57%                  0.56%                  0.40%*
Net investment income...............................                    3.03%                  3.05%                  3.54%*
Expenses paid indirectly............................                    --                     0.06%                  --
Management and administration fees waived and expenses reimbursed       0.51%                  0.67%                  0.95%*

                                                                   Year Ended              Year Ended             Period Ended
Class B                                                          August 31, 1997         August 31, 1996        August 31, 1995**
- -------                                                          ---------------         ---------------        -----------------
<S>                                                             <C>                     <C>                    <C>

Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period................             $      1.00             $     1.00             $     1.00
                                                                 ---------------         --------------         --------------
Income from investment operations:
  Net investment income.............................                    0.033                  0.033                  0.036
Less distributions:
 Dividends from net investment income...............             (      0.033   )         (    0.033  )         (     0.036   )
                                                                  --------------           -----------           -------------
Net asset value, end of period......................             $      1.00             $     1.00             $     1.00
                                                                 ===============         =============          ==============
Total Return........................................                    3.34%                  3.35%                  3.84%*
Ratios/Supplemental Data
Net assets, end of period (000).....................             $      11,782           $      9,611           $     10,174
Ratios to average net assets:
Expenses............................................                    0.30%                  0.31%                  0.14%*
Net investment income...............................                    3.27%                  3.34%                  3.78%*
Expenses paid indirectly............................                    --                     0.06%                  --
Management and administration fee waived and expenses reimbursed        0.51%                  0.67%                  0.95%*

*  Annualized
** Class A  commenced  operations  on  October  6,  1994 and  Class B  commenced
operations on September 19, 1994.
</TABLE>


                                       3
<PAGE>



INTRODUCTION


   
Florida Daily Municipal Income Fund (the "Fund") is a non-diversified,  open-end
management investment company that is a short-term, tax-exempt money market fund
whose  investment  objectives  are, to the extent believed to be consistent with
preservation of capital, maintenance of liquidity and stability of principal (i)
to seek to provide  Florida  residents with an investment that is, under current
law, exempt from the Florida  intangible  personal property tax and (ii) to seek
as high a level of current  income  exempt under  current law, in the opinion of
bond counsel to the issuers at the date of issuance, from regular Federal income
tax, by investing  principally in short-term,  high quality debt  obligations of
the State of Florida, Puerto Rico and other United States territories, and their
political  subdivisions  the  interest on which is exempt from  regular  federal
income  tax under  Section  103 of the  Internal  Revenue  Code (the  "Code") as
described under  "Investment  Objectives,  Policies and Risks" herein.  The Fund
also may invest in municipal  securities of issuers located in states other than
Florida, the interest income on which will be, in the opinion of bond counsel to
the issuer at the date of  issuance,  exempt from  regular  Federal  income tax;
however,  investment in municipal  securities of issuers located in states other
than Florida may, under certain circumstances,  subject Florida residents to the
Florida intangible personal property tax. (See "Florida Taxes" herein.)
    


Interest  on  certain  municipal  securities  purchased  by  the  Fund  may be a
preference item for purposes of the Federal alternative minimum tax and the Fund
reserves the right to purchase  such  securities  without  limitation.  The Fund
seeks  to  maintain  an  investment  portfolio  with a  dollar-weighted  average
maturity of 90 days or less, and to value its investment  portfolio at amortized
cost and maintain a net asset value of $1.00 per share, although there can be no
assurance that this value will be maintained.  The Fund intends to invest all of
its assets in tax-exempt  obligations;  however, it reserves the right to invest
up to 20% of the value of its total  assets in  taxable  obligations.  This is a
summary of the Fund's  fundamental  investment  policies  which are set forth in
full  under  "Investment  Objectives,  Policies  and  Risks"  herein  and in the
Statement of Additional Information and may not be changed without approval of a
majority of the Fund's outstanding  shares. Of course, no assurance can be given
that these objectives will be achieved.


The  Fund's  investment  adviser  is Reich & Tang  Asset  Management  L.P.  (the
"Manager"), which is a registered investment adviser and which currently acts as
investment manager to fifteen other open-end  management  investment  companies.
The Fund's shares are distributed  through Reich & Tang Distributors,  Inc. (the
"Distributor"), with whom the Fund has entered into a Distribution Agreement and
a  Shareholder  Servicing  Agreement  (with respect to the Class A Shares of the
Fund only)  pursuant to the Fund's  distribution  and service plan adopted under
Rule 12b-1  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"). (See "Distribution and Service Plan" herein.)


On any day on which the New York Stock Exchange, Inc. is open for trading ("Fund
Business Day"),  investors may, without charge by the Fund,  purchase and redeem
shares of the Fund at their net asset value next determined after receipt of the
order.  An  investor's  purchase  order will be  accepted  after the  payment is
converted  into Federal  funds,  and shares will be issued as of the Fund's next
net asset value  determination  which is made as of 12 noon, New York City time,
on each Fund  Business  Day.  (See "How to Purchase and Redeem  Shares" and "Net
Asset Value" herein.)  Dividends from accumulated net income are declared by the
Fund on each Fund Business Day.


The Fund generally pays interest dividends  monthly.  Net capital gains, if any,
will be distributed at least annually,  and in no event later than 60 days after
the end of the Fund's fiscal year.  All dividends and  distributions  of capital
gains are  automatically

                                       4
<PAGE>

invested in additional  shares of the Fund unless a  shareholder  has elected by
written notice to the Fund to receive either of such distributions in cash. (See
"Dividends and Distributions" herein.)

The Fund intends that its investment  portfolio will be  concentrated in Florida
Municipal Obligations and participation certificates therein. A brief summary of
risk  factors  affecting  the State of  Florida is set forth  under  "Investment
Objectives,  Policies  and  Risks"  herein and  "Florida  Risk  Factors"  in the
Statement of Additional Information.  Investment in the Fund should be made with
an  understanding  of  the  risks  that  an  investment  in  Florida   Municipal
Obligations  may entail.  Payment of interest  and  preservation  of capital are
dependent upon the  continuing  ability of Florida  issuers  and/or  obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.  Investors  should  also  consider  the  greater  risk of the Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio.


INVESTMENT OBJECTIVES,
POLICIES AND RISKS

The Fund is a non-diversified,  open-end management investment company that is a
short-term, tax-exempt money market fund whose investment objectives are to seek
to provide  Florida  residents an  investment  that is, to the extent  possible,
exempt from the Florida  intangible  personal property tax and to seek as high a
level of current income exempt from regular Federal income taxes, as is believed
to be consistent  with  preservation  of capital,  maintenance  of liquidity and
stability of principal. There can be no assurance that the Fund will achieve its
investment objectives.


The  Fund's  assets  will be  invested  primarily  (i.e.,  at least 80%) in high
quality debt obligations  issued by or on behalf of the State of Florida,  other
states, territories and possessions of the United States, and their authorities,
agencies,  instrumentalities and political  subdivisions,  the interest on which
is, in the  opinion  of bond  counsel  to the  issuer  at the date of  issuance,
currently exempt from regular Federal income taxation ("Municipal  Obligations")
and in participation  certificates  (which, in the opinion of Battle Fowler LLP,
counsel to the Fund, cause the Fund to be treated as the owner of the underlying
Municipal  Obligations for Federal income tax purposes) in Municipal Obligations
purchased  from banks,  insurance  companies  or other  financial  institutions.
Dividends  paid by the Fund which are  "exempt-interest  dividends" by virtue of
being properly designated by the Fund as derived from Municipal  Obligations and
participation  certificates in Municipal Obligations will be exempt from regular
Federal  income  tax  provided  the Fund  complies  with  Section  852(b)(5)  of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").


   
Although the Supreme  Court has  determined  that  Congress has the authority to
subject  the  interest  on bonds such as the  Municipal  Obligations  to regular
Federal  income  taxation,  existing law  excludes  such  interest  from regular
Federal  income  tax.   However,   interest  on  such  bonds,   and  accordingly
"exempt-interest  dividends" may be subject to the Federal  alternative  minimum
tax.  Securities,  the  interest  income on which may be subject to the  Federal
alternative   minimum  tax  (including   participation   certificates   in  such
securities),  may be  purchased  by the  Fund  without  limit.  Securities,  the
interest income on which is subject to regular  Federal,  state and local income
tax, will not exceed 20% of the value of the Fund's total assets.  (See "Federal
Income Taxes"  herein.) To the extent the Fund's assets  consist  exclusively of
obligations (including participation certificates) issued by or on behalf of the
State of Florida or any Florida local governments,  or their  instrumentalities,
authorities or districts ("Florida Municipal Obligations") or obligations issued
by or on behalf of  territories  and  possessions of the United States and their
authorities, agencies,  instrumentalities and political subdivisions on December
31st of each  taxable  year,  shares of the Fund will be exempt from the Florida
intangible  personal  property  tax. To the

                                       5
<PAGE>

extent suitable Florida  Municipal  Obligations are not available for investment
by the Fund, the Fund may purchase Municipal Obligations issued by other states,
their agencies and instrumentalities,  the dividends on which will be designated
by the Fund as derived  from  interest  income  which will be, in the opinion of
bond counsel to the issuer at the date of issuance,  exempt from regular Federal
income tax. However,  except as a temporary  defensive measure during periods of
adverse market conditions as determined by the Manager,  the Fund will invest at
least 65% of its total  assets in Florida  Municipal  Obligations,  although the
exact amount of the Fund's  assets  invested in such  securities  will vary from
time to  time.  The  Fund's  investments  may  include  "when-issued"  Municipal
Obligations, stand-by commitments and taxable repurchase agreements.


Although  the Fund will  attempt  to  invest  100% of its  assets  in  Municipal
Obligations and in participation certificates in Municipal Obligations, the Fund
reserves  the right to  invest  up to 20% of the  value of its  total  assets in
securities,  the interest income on which is subject to regular  Federal,  state
and local  income  tax.  The Fund  will  invest  more than 25% of its  assets in
participation  certificates purchased from banks in industrial revenue bonds and
other Florida Municipal Obligations.
    

In view of this  "concentration" in bank  participation  certificates in Florida
Municipal  Obligations,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail which include extensive governmental  regulations,
changes in the  availability  and cost of capital  funds,  and general  economic
conditions   (see   "Variable   Rate  Demand   Instruments   and   Participation
Certificates" in the Statement of Additional  Information)  which may limit both
the amounts and types of loans and other financial commitments which may be made
and  interest  rates and fees which may be charged.  The  profitability  of this
industry is largely  dependent upon the  availability  and cost of capital funds
for the purpose of financing  lending  operations  under prevailing money market
conditions.  Also,  general  economic  conditions  play an important part in the
operations of this industry and exposure to credit losses  arising from possible
financial  difficulties  of borrowers  might affect a bank's ability to meet its
obligations under a letter of credit. The Fund may invest 25% or more of the net
assets  of the  Fund in  securities  that  are  related  in  such a way  that an
economic,  business or  political  development  or change  affecting  one of the
securities  would  also  affect the other  securities  including,  for  example,
securities  the  interest  upon  which is paid from  revenues  of  similar  type
projects,  or securities the issuers of which are located in the same state. The
investment  objectives of the Fund described in the preceding paragraphs of this
section may not be changed  unless  approved by the holders of a majority of the
outstanding  shares of the Fund that would be affected by such a change. As used
in this  Prospectus,  the term "majority of the outstanding  shares" of the Fund
means, respectively,  the vote of the lesser of (i) 67% or more of the shares of
the  Fund  present  at a  meeting,  if  the  holders  of  more  than  50% of the
outstanding  shares of the Fund are present or represented by proxy or (ii) more
than 50% of the outstanding shares of the Fund.


Municipal  Obligations  includes Municipal Leases.  Municipal leases,  which may
take  the  form  of a lease  or an  installment  purchase  or  conditional  sale
contract, are issued by state and local governments and authorities to acquire a
wide variety of equipment and facilities  such as fire and sanitation  vehicles,
telecommunications   equipment  and  other  capital  assets.   Municipal  leases
frequently have special risks not normally associated with general obligation or
revenue bonds.  Leases and installment  purchases or conditional  sale contracts
(which normally  provide for title to the leased asset to pass eventually to the
government  issuer) have evolved as a means for governmental  issuers to acquire
property  and  equipment  without  meeting  the

                                       6
<PAGE>

constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. These types of municipal leases may be considered illiquid
and subject to the 10% limitation of the investment  restriction set forth under
"Investment  Restrictions"  contained  herein.  The Board of Trustees  may adopt
guidelines  and delegate to the Manager the daily  function of  determining  and
monitoring the liquidity of municipal leases. In making such determination,  the
Board and the Manager may consider  such factors as the  frequency of trades for
the  obligation,  the  number  of  dealers  willing  to  purchase  or  sell  the
obligations,  including  the time needed to dispose of the  obligations  and the
method of soliciting  offers.  If the Board determines that any municipal leases
are illiquid,  such leases will be subject to the 10%  limitation on investments
in  illiquid  securities.   The  Board  of  Trustees  is  also  responsible  for
determining  the  credit  quality of  municipal  leases,  on an  ongoing  basis,
including an assessment of the likelihood that the lease will not be canceled.


The  Fund  may  only  purchase   United  States   dollar-denominated   Municipal
Obligations that have been determined by the Fund's Board of Trustees to present
minimal  credit  risks  and  that  are  Eligible   Securities  at  the  time  of
acquisition.  The term Eligible Securities means (i) Municipal  Obligations with
remaining maturities of 397 days or less and rated in the two highest short-term
rating  categories  by  any  two  nationally   recognized   statistical   rating
organizations  ("NRSROs") or in such categories by the only NRSRO that has rated
the Municipal Obligations (collectively, the "Requisite NRSROs") (acquisition in
the latter  situation  must also be  ratified  by the Board of  Trustees);  (ii)
Municipal  Obligations with remaining maturities of 397 days or less but that at
the time of issuance were long-term  securities (i.e.,  with maturities  greater
than 366 days) and whose issuer has received from the Requisite  NRSROs a rating
with respect to comparable  short-term debt in the two highest short-term rating
categories;  and (iii) unrated  Municipal  Obligations  determined by the Fund's
Board of Trustees to be of comparable  quality.  Where the issuer of a long-term
security  with a  remaining  maturity  which  would  otherwise  qualify it as an
Eligible Security does not have rated short-term debt outstanding, the long-term
security  is treated as unrated but may not be  purchased  if it has a long-term
rating  from any NRSRO that is below the two  highest  long-term  categories.  A
determination  of comparability by the Board of Trustees is made on the basis of
its credit evaluation of the issuer, which may include an evaluation of a letter
of credit,  guarantee,  insurance or other credit  facility issued in support of
the Municipal  Obligations or  participation  certificates.  (See "Variable Rate
Demand   Instruments  and  Participation   Certificates"  in  the  Statement  of
Additional  Information.)  While there are several  organizations that currently
qualify  as  NRSROs,  two  examples  of NRSROs  are  Standard  & Poor's  Ratings
Services, a division of The McGraw-Hill  Companies ("S&P") and Moody's Investors
Service, Inc. ("Moody's").  The two highest ratings by S&P and Moody's are "AAA"
and "AA" by S&P in the case of  long-term  bonds  and notes or "Aaa" and "Aa" by
Moody's in the case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by
Moody's in the case of notes;  "A-1" and "A-2" by S&P or "Prime-1" and "Prime-2"
by Moody's in the case of tax-exempt commercial paper. The highest rating in the
case of variable and floating  demand notes is "VMIG-1" by Moody's and "SP-1/AA"
by S&P. Such  instruments may produce a lower yield than would be available from
less highly rated instruments.  The Fund's Board of Trustees has determined that
obligations  which are backed by the credit of the  Federal  Government  will be
considered to have a rating equivalent to Moody's "Aaa."

                                       7
<PAGE>

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

In addition, in the event that a security (1) is in default, (2) ceases to be an
eligible  investment  under Rule 2a-7 or (3) is determined to no longer  present
minimal  credit  risks,   the  Fund  will  dispose  of  the  security  absent  a
determination  by the Fund's  Board of Trustees  that  disposal of the  security
would not be in the best  interests of the Fund.  In the event that the security
is disposed of it shall be disposed of as soon as  practicable  consistent  with
achieving  an orderly  disposition  by sale,  exercise of any demand  feature or
otherwise.  In  the  event  of  a  default  with  respect  to a  security  which
immediately  before default  accounted for 1/2 of 1% or more of the Fund's total
assets, the Fund shall promptly notify the Securities and Exchange Commission of
such fact and of the  actions  that the Fund  intends to take in response to the
situation.

All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition  and the average  maturity of the Fund
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.

The Fund has adopted the following  fundamental  investment  restrictions  which
apply to all  portfolios  and  which may not be  changed  unless  approved  by a
majority  of the  outstanding  shares of each  series of the Fund's  shares that
would be  affected by such a change.  The Fund is subject to further  investment
restrictions that are set forth in the Statement of Additional Information.  The
Fund may not:


1.   Borrow Money. This restriction shall not apply to borrowings from banks for
     temporary or emergency (not leveraging) purposes,  including the meeting of
     redemption  requests that might otherwise require the untimely  disposition
     of  securities,  in an amount up to 15% of the  value of the  Fund's  total
     assets  (including the amount  borrowed)  valued at market less liabilities
     (not  including  the amount  borrowed) at the time the  borrowing was made.
     While  borrowings  exceed 5% of the value of the Fund's total  assets,  the
     Fund will not make any investments. Interest paid on borrowings will reduce
     net income.


2.   Pledge,  hypothecate,  mortgage or otherwise encumber its assets, except in
     an amount up to 15% of the  value of its  total  assets  and only to secure
     borrowings for temporary or emergency purposes.


3.   Purchase  securities  subject  to  restrictions  on  disposition  under the
     Securities  Act of 1933  ("restricted  securities"),  except  the  Fund may
     purchase  variable rate demand  instruments which contain a demand feature.
     The Fund will not invest in a  repurchase  agreement  maturing in more than
     seven days if any such  investment  together with  securities  that are not
     readily marketable held by the Fund exceed 10% of the Fund's net assets.


4.   Invest more than 25% of its assets in the  securities  of  "issuers" in any
     single  industry,  provided  that the Fund may invest  more than 25% of its
     assets in bank participation  certificates and there shall be no limitation
     on the purchase of those Municipal Obligations and

                                       8
<PAGE>

     other obligations issued or guaranteed by the United States Government, its
     agencies or  instrumentalities.  With respect to 75% of the total amortized
     cost value of the Fund's assets,  not more than 5% of the Fund's assets may
     be invested in securities that are subject to underlying puts from the same
     institution,  and no single  bank  shall  issue its letter of credit and no
     single financial institution shall issue a credit enhancement covering more
     than  5% of the  total  assets  of the  Fund.  However,  if  the  puts  are
     exercisable by the Fund in the event of default on payment of principal and
     interest on the underlying security,  then the Fund may invest up to 10% of
     its assets in securities  underlying  puts issued or guaranteed by the same
     institution;  additionally, a single bank can issue its letter of credit or
     a single financial  institution can issue a credit enhancement  covering up
     to 10% of the Fund's  assets,  where the puts  offer the Fund such  default
     protection.

5.   Invest in securities  of other  investment  companies,  except the Fund may
     purchase unit investment  trust  securities where such unit trusts meet the
     investment  objectives of the Fund and then only up to 5% of the Fund's net
     assets,  except as they may be acquired as part of a merger,  consolidation
     or acquisition of assets.

As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory restriction under the 1940 Act with respect to investing its assets in
one or relatively  few issuers.  This  non-diversification  may present  greater
risks than in the case of a diversified  company.  However,  the Fund intends to
qualify as a "regulated  investment company" under Subchapter M of the Code. The
Fund will be  restricted  in that at the close of each  quarter  of the  taxable
year, at least 50% of the value of its total assets must be represented by cash,
Government  securities,  investment  company  securities  and  other  securities
limited  in  respect of any one issuer to not more than 5% in value of the total
assets of the Fund and to not more than 10% of the outstanding voting securities
of such issuer.  In addition,  at the close of each quarter of its taxable year,
not more  than 25% in  value of the  Fund's  total  assets  may be  invested  in
securities  of one issuer  other than  Government  securities.  The  limitations
described in this paragraph regarding  qualification as a "regulated  investment
company"  are  not  fundamental  policies  and  may be  revised  to  the  extent
applicable  Federal income tax  requirements  are revised.  (See "Federal Income
Taxes" herein.)

The primary purpose of investing in a portfolio of Florida Municipal Obligations
is the special tax treatment  accorded  Florida resident  individual  investors.
However,  payment of interest and  preservation  of principal are dependent upon
the  continuing  ability  of the  Florida  issuers  and/or  obligors  of  state,
municipal  and public  authority  debt  obligations  to meet  their  obligations
thereunder.   Investors   should   consider  the  greater  risk  of  the  Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should  compare  yields  available on portfolios of Florida issues
with those of more diversified  portfolios including  out-of-state issues before
making  an  investment   decision.   The  Fund's  management  believes  that  by
maintaining the Fund's investment portfolio in liquid, short-term,  high quality
investments,  including the  participation  certificates and other variable rate
demand  instruments that have high quality credit support from banks,  insurance
companies or other financial  institutions,  the Fund is largely  insulated from
the credit risks that may exist on long-term Florida Municipal Obligations.  For
additional information, please refer to the Statement of Additional Information.

Because the Fund invests in Florida  issues,  it is  susceptible  to  political,
economic,  regulatory or other factors  affecting  issuers of Florida  Municipal
Obligations and participation certificates therein.The following is only a brief
summary of the special risk factors  affecting the State of Florida and does

                                       9
<PAGE>

not purport to be a complete or exhaustive description of all adverse conditions
to which  issuers of Florida  obligations  may be  subject.  See  "Florida  Risk
Factors" in the Statement of Additional  Information for a further discussion of
the special risk factors.

The ability of the State and its local units of  government  to satisfy the Debt
Obligations  may be affected by numerous  factors  which  impact on the economic
vitality of the State in general and the particular region of the State in which
the issuer of the Debt  Obligations  is located.  South Florida is  particularly
susceptible  to  international  trade and  currency  imbalances  and to economic
dislocations in Central and South America, due to its geographical  location and
its involvement with foreign trade,  tourism and investment  capital.  South and
central   Florida  are  impacted  by  problems  in  the   agricultural   sector,
particularly with regard to the citrus and sugar industries.  Short-term adverse
economic  conditions may be created in these areas, and in the State as a whole,
due to crop  failures,  severe weather  conditions or other  agriculture-related
problems. The State economy also has historically been somewhat dependent on the
tourism and construction industries and is sensitive to trends in those sectors.


MANAGEMENT OF THE FUND


Management and Investment
Management Contract


The  business  and affairs of the Fund are managed  under the  direction  of the
Fund's Board of Trustees.

The Fund has  retained  as its manager  Reich & Tang Asset  Management  Inc., a
Delaware  limited  partnership  and a  registered  investment  adviser  with its
principal  office at 600 Fifth  Avenue,  New York,  New York 10020  (hereinafter
called the  "Manager"),  under an Investment  Management  Contract.  The Manager
provides  persons  satisfactory  to the  Fund's  Board of  Trustees  to serve as
officers of the Fund.  Such  officers,  as well as certain  other  employees and
trustees of the Fund,  may be officers of Reich & Tang Asset  Management,  Inc.,
the sole  general  partner of the  Manager,  or  employees of the Manager or its
affiliates. Due to the services performed by the Manager, the Fund currently has
no  employees  and its  officers  are not  required to devote  full-time  to the
affairs of the Fund. The Statement of Additional  Information  contains  general
background information regarding each trustee and principal officer of the Fund.

   
As of  November  30,  1997,  the  Manager  was  investment  manager,  adviser or
supervisor with respect to assets  aggregating in excess of $10.67 billion.  The
Manager acts as manager or administrator of fifteen other registered  investment
companies and also advises pension trusts, profit-sharing trusts and endowments.
    

   
Effective January 1, 1998, NEIC Operating  Partnership,  L.P.  ("NEICOP") is the
limited  partner  and owner of a 99.5%  interest in the  Manager  replacing  New
England Investment  Companies,  L.P. ("NEICLP") as the limited partner and owner
of such interest in the Manager due to a restructuring by New England Investment
Companies,  Inc. ("NEIC").  Reich & Tang Asset Management,  Inc. (a wholly-owned
subsidiary of NEICOP) is the sole general partner and owner of the remaining .5%
interest  of the  Manager.  NEIC,  a  Massachusetts  corporation,  serves as the
managing general partner of NEICOP.

The  Manager is a  wholly-owned  subsidiary  of  NEICOP,  but Reich & Tang Asset
Management,  Inc.,  its sole  general  partner,  is an  indirect  subsidiary  of
Metropolitan  Life Insurance  Company  ("MetLife").  Also,  MetLife directly and
indirectly owns  approximately 47% of the outstanding  partnership  interests of
NEICOP, and may be deemed a "controlling  person" of the Manager.  Reich & Tang,
Inc.  owns  directly  and  indirectly  approximately  13.7%  of the  outstanding
partnership interests of NEICOP.

MetLife is a mutual life  insurance  company  with  assets of $297.6  billion at
December 31, 1996. It is the second largest life insurance company in the

                                       10
<PAGE>

United  States in terms of total  assets.  On August 30,  1996,  The New England
Mutual Life  Insurance  Company  ("The New England")  and MetLife  merged,  with
MetLife being the continuing company. MetLife provides a wide range of insurance
and investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force,  which  exceeded  $1.6  trillion at December 31, 1996 for MetLife and its
insurance  affiliates.  MetLife and its  affiliates  provide  insurance or other
financial services to approximately 36 million people worldwide.

NEICOP is a holding company offering a broad array of investment styles across a
wide range of asset  categories  through  thirteen  subsidiaries,  divisions and
affiliates   offering  a  wide  array  of  investment  styles  and  products  to
institutional  clients. Its business units, in addition to the manager,  include
AEW  Capital  Management,   L.P.,  Back  Bay  Advisors,   L.P.,  Capital  Growth
Management,  Limited Partnership,  Greystone Partners,  L.P., Harris Associates,
L.P., Jurika & Voyles, L.P., Loomis, Sayles & Company,  L.P., New England Funds,
L.P., New England Investment Associates,  Inc., Snyder Capital Management, L.P.,
Vaughan,  Nelson,  Scarborough  &  McCullough,  L.P.,  and  Westpeak  Investment
Advisors,  L.P.  These  affiliates in the aggregate are  investment  advisors or
managers to 80 other registered investment companies.
    


The recent  restructuring of NEICLP did not result in a change in control of the
Manager and has no impact upon the Manager's performance of its responsibilities
and  obligations.  The merger between The New England and MetLife resulted in an
"assignment" of the Investment  Management  Contract relating to the Fund. Under
the 1940 Act,  such an  assignment  caused  the  automatic  termination  of this
agreement. On November 28, 1995, the Board of Trustees,  including a majority of
the trustees who are not interested  persons (as defined in the 1940 Act) of the
Fund or the Manager,  approved a new Investment  Management  Contract  effective
August  30,  1996,  which has a term which  extends to July 31,  1998 and may be
continued in force thereafter for successive twelve-month periods beginning each
August 1, provided that such  continuance is specifically  approved  annually by
majority  vote of the Fund's  outstanding  voting  securities or by its Board of
Trustees,  and in either case by a majority of the  trustees who are not parties
to the Investment  Management  Contract or interested persons of any such party,
by votes cast in person at a meeting  called  for the  purpose of voting on such
matter.


   
The  Investment   Management   Contract  was  approved  by  a  majority  of  the
shareholders  of the Fund on  April 4,  1996 and  contains  the same  terms  and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment  Management  Contract with the Manager,  except as to
the date of execution and termination.

Pursuant to the Investment  Management Contract,  the Manager manages the Fund's
portfolio of  securities  and makes  decisions  with respect to the purchase and
sale of investments,  subject to the general control of the Board of Trustees of
the Fund. Pursuant to the Investment  Management Contract,  the Manager receives
from the Fund a fee of .40% per annum of the Fund's average daily net assets for
managing the Fund's investment  portfolio and performing  related  services.  In
addition, Reich & Tang Distributors, Inc., the Distributor, receives a servicing
fee of .25% per annum of the  average  daily net assets of the Class A shares of
the Fund under the Shareholder  Servicing Agreement.  The fees are accrued daily
and paid monthly.  Investment management fees and operating expenses,  which are
attributable  to both Classes of the Fund, will be allocated daily to each Class
share based on the percentage of  outstanding  shares at the end of the day. The
Manager,  at its  discretion,  may  voluntarily  waive all or a  portion  of the
management fee.
    


Pursuant  to the  Administrative  Services  Contract  for the Fund,  the Manager
performs clerical,

                                       11
<PAGE>

accounting,  supervision and office service  functions for the Fund and provides
the Fund with the personnel to: (i) supervise the performance of bookkeeping and
related services by Investors  Fiduciary Trust Company,  the Fund's  bookkeeping
agent;  (ii) prepare  reports to and filings with  regulatory  authorities;  and
(iii)  perform such other  services as the Fund may from time to time request of
the  Manager.  The  personnel  rendering  such  services may be employees of the
Manager or its affiliates. The Manager, at its discretion, may voluntarily waive
all or a portion of the administrative  services fee. For its services under the
Administrative  Services Contract,  the Manager receives a fee of .21% per annum
of the Fund's average daily net assets.

DESCRIPTION OF SHARES

   
The Fund was  established  as a  Massachusetts  Business Trust under the laws of
Massachusetts  by an Agreement and  Declaration  of Trust dated August 31, 1994.
The Fund has an unlimited  authorized  number of shares of beneficial  interest.
These  shares are  entitled to one vote per share with  proportional  voting for
fractional shares. Generally, all shares will be voted in the aggregate,  except
if voting by Class is required by law or the matter  involved  affects  only one
Class,  in which case shares  will be voted  separately  by Class.  There are no
conversion or preemptive  rights in connection  with any shares of the Fund. All
shares when issued in  accordance  with the terms of the offering  will be fully
paid and  non-assessable.  Shares of the Fund are redeemable at net asset value,
at the option of the shareholders.
    

The Fund is  subdivided  into two classes of  beneficial  interest,  Class A and
Class B. Each share,  regardless  of class,  represents  an interest in the same
portfolio of investments  and has identical  voting,  dividend,  liquidation and
other rights, preferences,  powers, restrictions,  limitations,  qualifications,
designations and terms and conditions,  except that: (i) the Class A and Class B
shares  have  different  class  designations;  (ii) only the Class A shares  are
assessed a service fee pursuant to the Rule 12b-1  Distribution and Service Plan
of the Fund of .25% of the average daily net assets of the Class A shares of the
Fund;  (iii)  only the  holders of the Class A shares  are  entitled  to vote on
matters  pertaining to the Plan and any related  agreements  in accordance  with
provisions  of  Rule  12b-1;  and  (iv)  the  exchange   privilege  will  permit
shareholders  to exchange  their  shares only for shares of the same class of an
Exchange  Fund.  Payments that are made under the Plans will be  calculated  and
charged  daily to the  appropriate  class prior to  determining  daily net asset
value per share and dividends/distributions.

The shares of the Fund have non-cumulative  voting rights,  which means that the
holders of more than 50% of the shares  outstanding  voting for the  election of
trustees can elect 100% of the trustees if the holders  choose to do so, and, in
that event,  the holders of the  remaining  shares will not be able to elect any
person or persons to the Board of Trustees.  The Fund's By-laws provide that the
holders of a majority of the outstanding shares of the Fund present at a meeting
in person or by proxy will  constitute a quorum for the  transaction of business
at all meetings.

The Fund  currently  has only one  portfolio.  The Fund's  Board of  Trustees is
authorized  to divide the unissued  shares into  separate  series of  beneficial
interest,  one for each of the Fund's separate investment portfolios that may be
created in the future.

DIVIDENDS AND DISTRIBUTIONS

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

                                       12
<PAGE>

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

All dividends and distributions of capital gains are  automatically  invested in
additional  Fund  shares of the same Class of shares  immediately  upon  payment
thereof  unless a  shareholder  has  elected  by  written  notice to the Fund to
receive either of such distributions in cash.

The Class A shares will bear the service  fee under the Plan.  As a result,  the
net income of and the dividends payable to the Class A shares will be lower than
the net  income  of and  dividends  payable  to the  Class B shares of the Fund.
Dividends  paid to each Class of shares of the Fund will,  however,  be declared
and paid on the same days at the same times and, except as noted with respect to
the service fees payable  under the Plan,  will be determined in the same manner
and paid in the same amounts.


HOW TO PURCHASE AND REDEEM SHARES

Investors who have accounts with  Participating  Organizations may invest in the
Fund through their Participating Organizations in accordance with the procedures
established   by  the   Participating   Organizations.   Certain   Participating
Organizations are compensated by the Distributor from its shareholder  servicing
fee and by the Manager  from its  management  fee for the  performance  of these
services. An investor who purchases shares through a Participating  Organization
that receives  payment from the Manager or the Distributor will become a Class A
shareholder.  (See "Investment Through Participating Organizations" herein.) All
other   investors,   and  investors   who  have   accounts  with   Participating
Organizations  but  who  do  not  wish  to  invest  in the  Fund  through  their
Participating  Organizations,  may  invest  in the  Fund  directly  as  Class  B
shareholders of the Fund and not receive the benefit of the servicing  functions
performed by a Participating Organization. Class B shares may also be offered to
investors who purchase their shares through  Participating  Organizations who do
not receive  compensation  from the  Distributor or the Manager because they may
not be legally  permitted to receive such as  fiduciaries.  The Manager pays the
expenses  incurred  in  the  distribution  of  Class  B  shares.   Participating
Organizations  whose  clients  become  Class B  shareholders  will  not  receive
compensation  from the Manager or Distributor for the servicing they may provide
to their clients. (See "Direct Purchase and Redemption Procedures" herein.) With
respect to both Classes of shares, the minimum initial investment in the Fund by
Participating  Organizations  is  $1,000,  which  may be  satisfied  by  initial
investments  aggregating  $1,000 by a  Participating  Organization  on behalf of
customers whose initial  investments  are less than $1,000.  The minimum initial
investment for securities  brokers,  financial  institutions  and other industry
professionals  that are not Participating  Organizations is $1,000.  The minimum
initial investment for all other investors is $5,000. Initial investments may be
made in any amount in excess of the applicable minimums.  The minimum amount for
subsequent   investments   is  $100  unless  the  investor  is  a  client  of  a
Participating   Organization  whose  clients  have  made  aggregate   subsequent
investments of $100.

The Fund sells and redeems its shares on a  continuing  basis at their net asset
value  and  does not  impose  a charge  for  either  sales or  redemptions.  All
transactions  in Fund shares are  effected  through the Fund's  transfer  agent,
which  accepts  orders  for  purchases  and   redemptions   from   Participating
Organizations and from investors directly.

In order to maximize earnings on its portfolio, the Fund normally has its assets
as fully invested as is  practicable.  Many securities in which the Fund invests
require immediate settlement in funds of Federal Reserve member banks on deposit
at a Federal Reserve Bank (commonly known as "Federal Funds").  Accordingly, the
Fund does not accept a subscription or invest an investor's

                                       13
<PAGE>

payment in  portfolio  securities  until the  payment  has been  converted  into
Federal Funds.

Shares  will be issued as of the first  determination  of the  Fund's  net asset
value per share made upon receipt of the  investor's  purchase  order at the net
asset value next determined  after receipt of the purchase  order.  Shares begin
accruing income  dividends on the day they are purchased.  The Fund reserves the
right to reject any  subscription  for its shares.  Certificates for Fund shares
will not be issued to an investor.

Shares are issued as of 12 noon, New York City time, on any Fund Business Day on
which an order for the shares and accompanying Federal Funds are received by the
Fund's  transfer agent before 12 noon.  Orders  accompanied by Federal Funds and
received  after 12 noon,  New York City time,  on a Fund  Business  Day will not
result in share  issuance  until the  following  Fund  Business Day. Fund shares
begin accruing income on the day the shares are issued to an investor.

   
There is no  redemption  charge,  no minimum  period of  investment,  no minimum
amount  for a  redemption,  and no  restriction  on  frequency  of  withdrawals.
Proceeds of redemptions are paid by check.  Unless other  instructions are given
in proper  form to the Fund's  transfer  agent,  a check for the  proceeds  of a
redemption will be sent to the shareholders' address of record. If a shareholder
elects to redeem all the shares of the Fund he owns,  all  dividends  accrued to
the  date of such  redemption  will be paid to the  shareholder  along  with the
proceeds of the redemption.

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

Redemption  requests  received by the Fund's  transfer agent before 12 noon, New
York City time, on any Fund  Business Day become  effective at 12 noon that day.
Shares redeemed are not entitled to participate in dividends declared on the day
a redemption becomes effective. A redemption request received after 12 noon, New
York City time,  on any Fund  Business  Day becomes  effective  on the next Fund
Business Day.

The Fund has reserved the right to redeem the shares of any  shareholder  if the
net  asset  value  of all  the  remaining  shares  in the  shareholder's  or his
Participating  Organization's  account  after a  withdrawal  is less than  $500.
Written notice of a proposed mandatory redemption will be given at least 30 days
in advance to any  shareholder  whose  account is to be redeemed or the Fund may
impose  a  monthly  service  charge  of $10 on such  accounts.  For  Participant
Investor accounts,  notice of a proposed mandatory redemption will be given only
to  the   appropriate   Participating   Organization,   and  the   Participating
Organization  will be responsible for notifying the Participant  Investor of the
proposed  mandatory  redemption.  During  the  notice  period a  shareholder  or
Participating  Organization  who  receives  such a notice  may  avoid  mandatory
redemption by purchasing  sufficient additional shares to increase the total net
asset value to the minimum amount and thereby avoid such mandatory redemption.

The  redemption of shares may result in the  investor's  receipt of more or less
than  he  paid  for his  shares  and,  thus,  in a  taxable  gain or loss to the
investor.

                                       14
<PAGE>

Investments Through
Participating Organizations


Participant  Investors  may,  if they  wish,  invest  in the  Fund  through  the
Participating  Organizations  with  which  they  have  accounts.  "Participating
Organizations" are securities brokers, banks and financial institutions or other
industry  professionals  or  organizations  which have entered into  shareholder
servicing  agreements  with the  Manager  with  respect to  investment  of their
customer  accounts in the Fund.  When  instructed by its customer to purchase or
redeem Fund shares, the Participating  Organization,  on behalf of the customer,
transmits to the Fund's  transfer agent a purchase or redemption  order,  and in
the case of a purchase order, payment for the shares being purchased.


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


Participating Organizations may charge Participant Investors a fee in connection
with their use of  specialized  purchase and  redemption  procedures  offered to
Participant   Investors  by  the  Participating   Organizations.   In  addition,
Participating  Organizations offering purchase and redemption procedures similar
to those  offered to  shareholders  who invest in the Fund  directly  may impose
charges, limitations, minimums and restrictions in addition to or different from
those applicable to shareholders  who invest in the Fund directly.  Accordingly,
the net yield to investors who invest through Participating Organizations may be
less than by investing in the Fund directly.  A Participant Investor should read
this Prospectus in conjunction with the materials  provided by the Participating
Organization  describing the procedures under which Fund shares may be purchased
and redeemed through the Participating Organization.


The Glass-Steagall Act limits the ability of a depository  institution to become
an  underwriter  or  distributor  of  securities.   However,   it  is  the  Fund
management's  position  that  banks  are not  prohibited  from  acting  in other
capacities  for  investment  companies,  such as  providing  administrative  and
shareholder  account  maintenance  services and receiving  compensation from the
Manager for providing such services.  However,  this is an unsettled area of the
law and if a determination contrary to the Fund management's position is made by
a  bank  regulatory  agency  or  court  concerning   shareholder  servicing  and
administration  payments to banks from the Manager,  any such  payments  will be
terminated and any shares  registered in the banks' names,  for their underlying
customers,  will be  reregistered in the name of the customers at no cost to the
Fund or its shareholders.  In addition,  state securities laws on this issue may
differ from the  interpretations  of Federal law expressed  herein and banks and
financial  institutions may be required to register as dealers pursuant to state
law.

In the case of qualified  Participating  Organizations,  orders  received by the
Fund's  transfer  agent before 12 noon,  New York City time,  on a Fund Business
Day, without accompanying Federal Funds will result in the issuance of shares on
that day provided that the Federal Funds required in connection  with the orders
are received by the Fund's  transfer agent before 4:00 p.m., New York City time,
on that day.  Orders for which Federal Funds are received  after 4:00 p.m.,  New
York City  time,  will not result in share  issuance  until the  following  Fund
Business

                                       15
<PAGE>

Day.  Participating  Organizations  are  responsible  for  instituting
procedures  to insure  that  purchase  orders by their  respective  clients  are
processed expeditiously.

Direct Purchase and Redemption Procedures

The following purchase and redemption  procedures apply to investors who wish to
invest in the Fund directly and not through Participating  Organizations.  These
investors  may  obtain a current  prospectus  and the  subscription  order  form
necessary to open an account by telephoning the Fund at the following numbers:

  Within New York State:                   212-830-5220
  Outside New York State: (toll free)      800-221-3079

All shareholders,  other than certain Participant  Investors,  will receive from
the Fund a monthly statement listing the total number of Fund shares owned as of
the statement  closing date,  purchase and redemptions of Fund shares during the
month covered by the  statement  and the  dividends  paid on Fund shares of each
shareholder  during the statement  period  (including  dividends paid in cash or
reinvested in additional Fund shares).

Initial Purchases of Shares

Mail

Investors may send a check made payable to "Florida Daily Municipal Income Fund"
along with a completed subscription order form to:

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


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

Bank Wire

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

  Investors Fiduciary Trust Company
  ABA # 101003621
  Account # 890752-953-8
  For Florida Daily Municipal Income Fund
  Account of (Investor's Name)
  Fund Account #
  SS#/Tax ID#


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

Investors  planning to wire funds should instruct their bank early in the day so
the wire transfer can be accomplished  before 12 noon, New York City time on the
same day.  There may be a charge by the  investor's  bank for  transmitting  the
money by bank wire, and there also may be a charge for use of Federal Funds. The
Fund does not charge  investors  in the Fund for its receipt of wire  transfers.
Payment in the form of a "bank wire" received prior to 12 noon, Eastern time, on
a Fund Business Day will be treated as a Federal Funds payment  received on that
day.


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


You may purchase shares of the Fund (minimum of $100) by having salary, dividend
payments,  interest  payments  or any other  payments  designated  by you, or by
having federal salary, social security, or certain veteran's,  military or other
payments from the federal  government,  automatically  deposited  into your Fund
account.  You can also have money

                                       16
<PAGE>

debited from your checking account. To enroll in any one of these programs,  you
must file  with the Fund a  completed  EFT  Application,  Pre-authorized  Credit
Application,  or a Direct Deposit Sign-Up Form for each type of payment that you
desire to include in the Privilege.  The  appropriate  form may be obtained from
your  broker  or  the  Fund.  You  may  elect  at any  time  to  terminate  your
participation by notifying in writing the appropriate  depositing  entity and/or
federal  agency.  Death or legal  incapacity will  automatically  terminate your
participation   in  the  Privilege.   Further,   the  Fund  may  terminate  your
participation upon 30 days' notice to you.

Subsequent Purchases of Shares

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

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

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

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

Redemption of Shares

   
A redemption is effected  immediately  following,  and at a price  determined in
accordance  with,  the next  determination  of net asset value per share of each
class  following  receipt by the Fund's  transfer agent of the redemption  order
(and any supporting documentation which it may require).  Normally,  payment for
redeemed  shares is made on the same Fund  Business Day after the  redemption is
effected, provided the redemption request is received prior to 12 noon, New York
City time.  However,  redemption  payments will not be effected unless the check
(including a certified or cashier's  check) used for investment has been cleared
for  payment  by the  investor's  bank,  which  could  take up to 15 days  after
investment.
    
A  shareholder's  original  subscription  order form permits the  shareholder to
redeem by written request and to elect one or more of the additional  redemption
procedures  described  below.  A  shareholder  may only change the  instructions
indicated  on his original  subscription  order form by  transmitting  a written
direction to the Fund's transfer  agent.  Requests to institute or change any of
the additional redemption procedures will require a signature guarantee.

When a signature guarantee is called for, the shareholder should have "Signature
Guaranteed" stamped under his signature and signed and guaranteed by an eligible
guarantor  institution  which includes a domestic  bank, a domestic  savings and
loan institution,  a domestic credit union, a member bank of the Federal Reserve
System or a member  firm of a  national  securities  exchange,  pursuant  to the
Fund's transfer agent's standards and procedures.

Written Requests

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

  Florida Daily Municipal Income Fund
  c/o Reich & Tang Funds
  600 Fifth Avenue
  New York, New York 10020

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

Checks

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

                                       17
<PAGE>

issued in the shareholder's  name, are drawn on a special account  maintained by
the Fund with the Fund's  agent bank.  Checks may be drawn in any amount of $250
or more.  When a check is presented to the Fund's agent bank,  it instructs  the
Fund's  transfer  agent to redeem a  sufficient  number  of full and  fractional
shares in the shareholder's account to cover the amount of the check. The use of
a check to make a  withdrawal  enables  a  shareholder  in the  Fund to  receive
dividends on the shares to be redeemed up to the Fund  Business Day on which the
check  clears.  Checks  provided by the Fund may not be  certified.  Fund shares
purchased by check may not be redeemed by check for up to 15 days  following the
date of purchase.

    
There is no charge to the  shareholder for checks provided by the Fund. The Fund
reserves the right to impose a charge or impose a different minimum check amount
in the future, if the Board of Trustees  determines that doing so is in the best
interests of the Fund and its shareholders.

Shareholders  electing the checking option are subject to the procedures,  rules
and  regulations of the Fund's agent bank governing  checking  accounts.  Checks
drawn on a jointly owned  account may, at the  shareholder's  election,  require
only one signature.  Checks in amounts  exceeding the value of the shareholder's
account at the time the check is  presented  for  payment  will not be  honored.
Since the dollar  value of the  account  changes  daily,  the total value of the
account  may not be  determined  in advance  and the account may not be entirely
redeemed  by check.  In  addition,  the Fund  reserves  the right to charge  the
shareholder's  account a fee up to $20 for checks not  honored as a result of an
insufficient  account value,  a check deemed not negotiable  because it has been
held longer than six months,  an unsigned check and a post-dated check. The Fund
reserves the right to terminate or modify the check redemption  procedure at any
time  or  to  impose  additional  fees  following  notification  to  the  Fund's
shareholders.


Investors  wishing to avail themselves of this method of redemption should elect
it on their  subscription  order  form.  Individuals  and joint  tenants are not
required  to  furnish  any  supporting  documentation.  Corporations  and  other
entities  making this  election,  however,  are  required to furnish a certified
resolution or other  evidence of  authorization  in  accordance  with the Fund's
normal practices.  Appropriate  authorization  forms will be sent by the Fund or
its agents to corporations  and other  shareholders  who select this option.  As
soon as the  authorization  forms are filed in good order with the Fund's  agent
bank,  it will provide the  shareholder  with a supply of checks.  This checking
service may be terminated or modified at any time.


Telephone

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

A  shareholder   making  a  telephone   withdrawal   should  call  the  Fund  at
212-830-5220;  outside New York State at 800-241-3263, and state (i) the name of
the shareholder  appearing on the Fund's records, (ii) the shareholder's account
number with the Fund, (iii) the amount to be withdrawn, (iv) whether such

                                       18
<PAGE>

amount is to be  forwarded  to the  shareholder's  designated  bank  account  or
address and (v) the name of the person  requesting the  redemption.  Usually the
proceeds  are sent to the  designated  bank  account or address on the same Fund
Business Day the  redemption  is effected,  provided the  redemption  request is
received before 12 noon, New York City time and on the next Fund Business Day if
the  redemption  request is received after 12 noon, New York City time. The Fund
reserves the right to terminate or modify the  telephone  redemption  service in
whole or in part at any time and will notify shareholders accordingly.


Exchange Privilege

Shareholders of the Fund are entitled to exchange some or all of their shares in
the Fund for shares of certain other  investment  companies which retain Reich &
Tang Asset  Management L.P. as investment  adviser and which  participate in the
exchange  privilege  program with the Fund.  Currently  the  exchange  privilege
program  has been  established  between the Fund and  California  Daily Tax Free
Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust,
Inc.,  Daily Tax Free Income Fund,  Inc.,  Michigan  Daily Tax Free Income Fund,
Inc.,  New Jersey Daily  Municipal  Income Fund,  Inc.,  New York Daily Tax Free
Income  Fund,   Inc.,   North  Carolina  Daily  Municipal   Income  Fund,  Inc.,
Pennsylvania  Daily  Municipal  Income Fund,  Reich & Tang Equity Fund, Inc. and
Short Term Income Fund, Inc. In the future,  the exchange  privilege program may
be  extended  to other  investment  companies  which  retain  Reich & Tang Asset
Management L.P. as investment adviser or manager.

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

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

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


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

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

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

Specified Amount Automatic Withdrawal Plan

Shareholders may elect to withdraw shares and receive payment from the Fund of a
specified  amount  of  $50  or  more  automatically  on  a  monthly,  quarterly,
semi-annual, or annual basis in an amount approved and confirmed by the Manager.

                                       19
<PAGE>

The monthly withdrawal  payments of the specified amount are made by the Fund on
the  23rd day of each  month.  Whenever  such  23rd day of a month is not a Fund
Business  Day, the payment date is the Fund  Business Day preceding the 23rd day
of the month. In order to make a payment,  a number of shares equal in aggregate
net asset value to the payment  amount are  redeemed at their net asset value on
the Fund Business Day immediately  preceding the date of payment.  To the extent
that the redemptions to make plan payments exceed the number of shares purchased
through reinvestment of dividends and distributions,  the redemptions reduce the
number of shares purchased on original investment,  and may ultimately liquidate
a shareholder's investment.

The election to receive automatic withdrawal payments may be made at the time of
the original  subscription by so indicating on the subscription  order form. The
election  may also be made,  changed  or  terminated  at any  later  time by the
participant. Because the withdrawal plan involves the redemption of Fund shares,
such withdrawals may constitute taxable events to the shareholder,  but the Fund
does not expect that there will be any realizable capital gains.


DISTRIBUTION AND SERVICE PLAN

   
Pursuant  to Rule  12b-1  under  the  1940  Act,  the SEC has  required  that an
investment  company which bears any direct or indirect  expense of  distributing
its shares must do so only in  accordance  with a plan  permitted by Rule 12b-1.
The Fund's  Board of Trustees has adopted a  distribution  and service plan (the
"Plan") and, pursuant to the Plan, the Fund and Reich & Tang Distributors,  Inc.
(the "Distributor") have entered into a Distribution Agreement and a Shareholder
Servicing Agreement (with respect to Class A shares of the Fund only).
    

   
Under the Distribution  Agreement,  the Distributor serves as distributor of the
Fund's  shares  and,  for  nominal  consideration,  as agent for the Fund,  will
solicit orders for the purchase of the Fund's  shares,  provided that any orders
will not be binding on the Fund until accepted by the Fund as principal.
    

Under the Shareholder Servicing Agreement, the Distributor receives with respect
only to the Class A shares a service  fee equal to .25% per annum of the  Fund's
average  daily net  assets  of the Class A shares of the Fund (the  "Shareholder
Servicing  Fee")  for  providing  personal  shareholder  services  and  for  the
maintenance of shareholder  accounts.  The fee is accrued daily and paid monthly
and any  portion  of the fee may be  deemed  to be used by the  Distributor  for
payments to Participating  Organizations with respect to their provision of such
services  to their  clients or  customers  who are  shareholders  of the Class A
shares of the Fund.

   
The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the  Distributor  and   Participating   Organizations   in  carrying  out  their
obligations  under the Shareholder  Servicing  Agreement with respect to Class A
shares and (ii)  preparing,  printing and  delivering  the Fund's  prospectus to
existing  shareholders  of the  Fund and  preparing  and  printing  subscription
application forms for shareholder accounts.

The Plan  provides that the Manager may make payments from time to time from its
own  resources,  which may include the  management  fee and past profits for the
following  purposes:  (i) to  defray  the costs of,  and to  compensate  others,
including Participating Organizations with whom the Distributor has entered into
written agreements,  for performing shareholder servicing on behalf of the Class
A shares of the Fund; (ii) to compensate certain Participating Organizations for
providing  assistance in distributing  the Class A shares of the Fund; and (iii)
to pay  the  costs  of  printing  and  distributing  the  Fund's  prospectus  to
prospective investors, and to defray the cost of the preparation

                                       20
<PAGE>

and  printing  of  brochures  and  other  promotional  materials,   mailings  to
prospective  shareholders,   advertising,   and  other  promotional  activities,
including the salaries and/or  commissions of sales personnel in connection with
the  distribution  of the Fund's Class A shares.  The  Distributor may also make
payments  from  time to time  from its own  resources,  which  may  include  the
Shareholder Servicing Fee (with respect to Class A shares) and past profits, for
the purposes  enumerated in (i) above. The Distributor will determine the amount
of such payments made pursuant to the Plan, provided that such payments will not
increase  the  amount  which  the Fund is  required  to pay to the  Manager  and
Distributor for any fiscal year under either the Investment  Management Contract
in effect for that year or under the Shareholder  Servicing  Agreement in effect
for that year.
    

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


FEDERAL INCOME TAXES

The Fund  expects to elect to qualify  under the Code as a regulated  investment
company that distributes "exempt-interest dividends" as defined in the Code. The
Fund's policy is to distribute as dividends each year 100% (and in no event less
than 90%) of its interest income, net of certain deductions,  and its investment
company taxable income (if any). If distributions  are made in this manner,  the
Fund will not be  subject  to either  Federal  income  tax or any  excise  taxes
imposed  under the Code.  The  dividends  derived  from the  interest  earned on
Municipal  Obligations  will be  "exempt-interest  dividends"  and  will  not be
subject to regular  Federal  income  tax,  although  as  described  below,  such
"exempt-interest  dividends" may be subject to Federal  alternative minimum tax.
Dividends paid from taxable income,  if any, and  distributions  of any realized
short-term  capital gains (whether from tax-exempt or taxable  obligations) will
be taxable to  shareholders  as ordinary income for Federal income tax purposes,
whether  received in cash or reinvested in  additional  shares of the Fund.  The
Fund does not  expect to  realize  long-term  capital  gains,  and thus does not
contemplate  distributing  "capital  gain  dividends"  or  having  undistributed
capital  gain  income  within  the  meaning  of the Code.  The Fund will  inform
shareholders  of the  amount  and  nature of its  income  and gains in a written
notice  mailed to  shareholders  not later  than 60 days  after the close of the
Fund's  taxable year.  For Social  Security  recipients,  interest on tax-exempt
bonds,  including  tax-exempt interest dividends paid by the Fund, must be added
to adjusted gross income for purposes of computing the amount of Social Security
benefits  includible  in gross  income.  Interest on certain  "private  activity
bonds" (generally,  a bond issue in which more than 10% of the proceeds are used
for a non-governmental trade or business and which meets the private security or
payment  test,  or a bond issue  which meets the private  loan  financing  test)
issued after August 7, 1986 will constitute an item of tax preference

                                       21
<PAGE>
subject to the individual  alternative minimum tax. Corporations are required to
include in alternative  minimum  taxable income 75% of the amount by which their
adjusted current earnings  (including  generally,  tax-exempt  interest) exceeds
their alternative  minimum taxable income (determined without this tax item). In
certain cases Subchapter S corporations  with  accumulated  earnings and profits
from Subchapter C years will be subject to a tax on "passive investment income",
including  tax-exempt  interest.  Investors  are urged to consult  their own tax
advisors regarding an investment in the Fund.

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

In South  Carolina  v.  Baker,  the United  States  Supreme  Court held that the
Federal  government may  constitutionally  require states to register bonds they
issue  and  may  subject  the  interest  on such  bonds  to  Federal  tax if not
registered,  and  the  Court  further  held  that  there  is  no  constitutional
prohibition against the Federal government's taxing the interest earned on state
or other municipal  bonds.  The Supreme Court decision  affirms the authority of
the Federal  government  to regulate  and  control  bonds such as the  Municipal
Obligations and to tax such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.


FLORIDA TAXES

The  following  is based upon the advice of  Gunster,  Yoakley,  Valdes-Fauli  &
Stewart, PA., special Florida counsel to the Fund.

The Fund will not be subject to income,  franchise  or other  taxes of a similar
nature  imposed  by the  State  of  Florida  or its  subdivisions,  agencies  or
instrumentalities.   Florida  does  not  currently   impose  an  income  tax  on
individuals.  Thus,  individual  shareholders of the Fund will not be subject to
any Florida state income tax on distributions  received from the Fund.  However,
certain  distributions  will be  taxable  to  corporate  shareholders  which are
subject  to  Florida   corporate  income  tax.  Florida   currently  imposes  an
"intangibles  tax" at the annual  rate of 0.2% on certain  securities  and other
intangible  assets owned by Florida  residents.  Bonds (including  participation
certificates)  issued  by the State of  Florida  or its  subdivisions  ("Florida
Securities"),  as well as bonds issued by the government of the United States or
the governments of certain U.S. territories and possessions,  including Guam and
Puerto Rico (collectively,  "Federal  Securities"),  are exempt from the Florida
intangibles tax. If, on December 31 of any year, the Fund's  portfolio  consists
solely of Florida and Federal Securities,  the Fund's shares will be exempt from
the Florida  intangibles  tax.  If,  however,  the Fund's  December 31 portfolio
includes  any  nonexempt  securities,  then the  Fund  shares  owned by  Florida
residents may be subject to the Florida intangibles tax to the extent the Fund's
portfolio  includes  securities other than Federal  Securities.  The Fund itself
will not be subject to the Florida intangibles tax.

GENERAL INFORMATION

   
The Fund was established as a Massachusetts Business Trust under the laws of the
State of Massachusetts on August 31, 1994 and it is registered with the SEC as a
non-diversified, open-end management investment company.
    

                                       22
<PAGE>

The Fund prepares semi-annual unaudited and annual audited reports which include
a list  of  investment  securities  held  by the  Fund  and  which  are  sent to
shareholders.

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's  shareholders.  Meetings of shareholders may be called at any time by the
President,  and at the request in writing,  or by  resolution,  of a majority of
Trustees,  or upon the written request of holders of shares entitled to cast not
less then 10% of all the votes  entitled to be cast at such meeting.  Annual and
other meetings may be required with respect to such additional  matters relating
to the Fund as may be  required  by the 1940  Act  such as the  removal  of Fund
trustee(s) and communication among  shareholders,  for the election of trustees,
for  approval  of  revised  investment  advisory  contracts  with  respect  to a
particular  class or series of shares,  for  approval of revisions to the Fund's
distribution  agreement with respect to a particular  class or series of shares,
any registration of the Fund with the Securities and Exchange  Commission or any
state,  or as the  Trustees may consider  necessary or  desirable.  Each Trustee
serves  until the next  meeting of the  shareholders  called for the  purpose of
considering  the  election or  re-election  of such Trustee or of a successor to
such Trustee,  and until the election and qualification of his or her successor,
elected at such a meeting, or until such Trustee sooner dies,  resigns,  retires
or is removed by the vote of the shareholders.

   
For further  information with respect to the Fund and the shares offered hereby,
reference  is made to the  Fund's  registration  statement  filed  with the SEC,
including  the exhibits  thereto.  The  registration  statement and the exhibits
thereto  may be examined at the  Commission  and copies  thereof may be obtained
upon payment of certain duplicating fees.
    

NET ASSET VALUE

   
The net asset value of the Fund's shares is  determined as of 12 noon,  New York
City time, on each Fund Business Day. Fund Business Day means  weekdays  (Monday
through  Friday)  except  customary  business  holidays and Good  Friday.  It is
computed by dividing the value of the Fund's net assets (i.e.,  the value of its
securities and other assets less its liabilities,  including expenses payable or
accrued but  excluding  capital  stock and  surplus) for such class by the total
number of shares outstanding.
    

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of Trustees will consider whether any action should be initiated. Although
the amortized  cost method  provides  certainty in  valuation,  it may result in
periods  during  which the value of an  instrument  is higher or lower  than the
price an investment  company would receive if the instrument were sold. The Fund
intends to maintain a stable net asset value at $1.00 per share  although  there
can be no assurance that this will be achieved.


CUSTODIAN AND TRANSFER AGENT

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

                                       23
<PAGE>


                       TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                        <C>

   
Table of Fees and Expenses............................2
Financial Highlights..................................3
Introduction..........................................4      
                         
Investment Objectives,                                      FLORIDA
  Policies and Risks..................................5     DAILY
Management of the Fund...............................10     MUNICIPAL
Description of Shares................................12     INCOME
Dividends and Distributions..........................12     FUND
How to Purchase and Redeem Shares....................13
  Investments Through
    Participating Organizations......................15     Prospectus
   
  Direct Purchase and                                       January 2, 1998
    
    Redemption Procedures............................16
  Initial Purchases of Shares........................16
  Electronic Funds Transfers (EFT), Pre-authorized
    Credit and Direct Deposit Privilege..............16
  Subsequent Purchases of Shares.....................17
  Redemption of Shares...............................17
  Exchange Privilege.................................19
  Specified Amount Automatic Withdrawal Plan.........19
Distribution and Service Plan........................20
Federal Income Taxes.................................21
Florida Taxes........................................22
General Information..................................22
Net Asset Value......................................23
Custodian and Transfer Agent.........................23

No dealer,  salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus, and
if given or made, such information and  representation may not be relied upon as
authorized by the Fund, its Manager,  Distributor or any affiliate thereof. This
Prospectus  does not constitute an offer to sell or a solicitation  of any offer
to buy any of the  securities  offered hereby in any state to any person to whom
it is unlawful to make such offer in such state.

</TABLE>
<PAGE>



EVERGREEN SHARES OF
FLORIDA DAILY
MUNICIPAL INCOME FUND


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

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

PROSPECTUS
January 2, 1998


Florida Daily Municipal Income Fund (the "Fund") is a non-diversified,  open-end
management investment company that is a short-term, tax-exempt money market fund
whose investment  objectives are to provide Florida residents an investment that
is, to the extent possible, exempt from the Florida intangible personal property
tax and to seek as high a level of current  income  exempt from regular  Federal
income taxes,  as is believed to be  consistent  with  preservation  of capital,
maintenance  of liquidity and stability of principal.  No assurance can be given
that the Fund's  objectives  will be achieved.  The Fund is  concentrated in the
securities  issued by Florida or entities within Florida and the Fund may invest
a  significant  percentage  of its  assets  in a  single  issuer.  Therefore  an
investment  in the Fund may be riskier than  investment  in other types of money
market  funds.  The Fund  offers two  classes of shares to the  general  public,
however only Class A shares are offered by this  Prospectus.  The Class A shares
of the Fund are  subject to a service  fee  pursuant  to the  Fund's  Rule 12b-1
Distribution and Service Plan and are sold through financial  intermediaries who
provide  servicing to Class A shareholders  for which they receive  compensation
from the  Manager  and the  Distributor.  The Class B shares of the Fund are not
subject to a service fee and either are sold  directly to the public or are sold
through  financial  intermediaries  that do not  receive  compensation  from the
Manager  or the  Distributor.  In all  other  respects,  the Class A and Class B
shares represent the same interest in the income and assets of the Fund.


   
This  Prospectus  sets forth  concisely the  information a prospective  investor
should know before investing in the Fund. A Statement of Additional  Information
about the Fund has been filed with the Securities and Exchange  Commission  (the
"SEC") and is available  upon request and without  charge by calling the Fund at
(800)807-2940.  The "Statement of Additional Information" bears the same date as
this  Prospectus and is  incorporated  by reference into this  Prospectus in its
entirety.  Investors  should  be aware  that  the  Evergreen  shares  may not be
purchased  other than through  certain  securities  dealers with whom  Evergreen
Funds Distributor,  Inc. ("EFD") has entered into agreements for this purpose or
directly from EFD. Evergreen shares have been created for the primary purpose of
providing a Florida  tax-free  money  market fund  product for  shareholders  of
certain funds distributed by EFD. Shares of the Fund other than Evergreen shares
are  offered  pursuant  to a separate  Prospectus.  The SEC  maintains a website
(http.//www.sec.gov.)  that contains the Statement of Additional Information and
other  reports  and  information  regarding  the  Fund  which  have  been  filed
electronically with the SEC.
    


Reich & Tang Asset  Management  L.P. acts as investment  manager of the Fund and
Reich & Tang Distributors,  Inc. acts as distributor of the Fund's shares. Reich
& Tang Asset Management L.P. is a registered  investment  adviser.  Reich & Tang
Distributors,  Inc. is a  registered  broker-dealer  and member of the  National
Association of Securities Dealers, Inc.


An  investment  in the  Fund is  neither  insured  nor  guaranteed  by the  U.S.
Government.  The Fund  intends to maintain a stable net asset value of $1.00 per
share although there can be no assurance that this value will be maintained.


Shares in the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank,  and the shares are not insured by the Federal  Deposit  Insurance
Corporation, the Federal Reserve Board, or any other agency.


This Prospectus should be read and retained by investors for future reference.





   
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT BEING OFFERED VIA THE
INTERNET TO RESIDENTS OF PARTICULAR STATES.
    


                                       
<PAGE>



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



                                TABLE OF CONTENTS

TABLE OF FEES AND EXPENSES                                 3         SHAREHOLDER SERVICES                 12
   
FINANCIAL HIGHLIGHTS                                       4                Effect of Banking Laws        14
    
INTRODUCTION                                               5         DISTRIBUTION AND SERVICE PLAN        14
INVESTMENT OBJECTIVES,                                               FEDERAL INCOME TAXES                 15
    POLICIES AND RISKS                                               FLORIDA TAXES                        15
MANAGEMENT OF THE FUND                                     9         GENERAL INFORMATION                  16
    Management and Investment Management Contract          9         NET ASSET VALUE                      16
DESCRIPTION OF SHARES                                     10         CUSTODIAN AND TRANSFER AGENT         16
DIVIDENDS AND DISTRIBUTIONS                               11
HOW TO PURCHASE AND REDEEM SHARES                         11
 How to Buy Shares                                        11
 How to Redeem Shares                                     11

</TABLE>

                                       2
<PAGE>

- --------------------------------------------------------------------------------
                           TABLE OF FEES AND EXPENSES
- --------------------------------------------------------------------------------



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


Annual Fund Operating Expenses
(as a percentage of average net assets)                                   Class A                 Class B

   
       Management Fees - After fee waiver                                 0.33%                    0.33%
       12b-1 Fees                                                         0.25%                    0.00%
       Other Expenses - After fee waiver                                  0.17%                    0.13%
                         Administration Fees -After fee waiver   0.01%                     0.01%
                                                                          ------
       Total Fund Operating Expenses                                      0.75%                    0.46%
    



Example                                                   1 year       3 years       5 years         10 years
- -------                                                   ------       -------       -------         --------

You would pay the  following on a $1000  investment,  assuming 5% annual  return
(cumulative through the end of each year):


   
                                      Class A               $8            $24            $42             $93
                                      Class B               $5            $15            $26             $58

The purpose of the above fee table is to assist an investor in understanding the
various  costs and expenses  that an investor in the Fund will bear  directly or
indirectly.  For a further discussion of these fees see "Management of the Fund"
and "Distribution and Service Plan" herein.  The Manager has voluntarily  waived
the  portion  of the  Management  Fee and a portion of the  Administration  Fee;
absent such waivers,  the Management Fee and  Administration Fee would have been
 .40%  and  .21%,  respectively.  In  addition,  absent  fee  waivers,total  Fund
Operating Expenses would have been 1.02% for Class A and .73% for Class B.

The  figures   reflected  in  this  example   should  not  be  considered  as  a
representation  of past or future  expenses.  Actual  expenses may be greater or
less than those shown above.
    
</TABLE>

                                       3
<PAGE>

- --------------------------------------------------------------------------------
   
                              FINANCIAL HIGHLIGHTS
    
- --------------------------------------------------------------------------------

   
The following  financial  highlights of Florida Daily Municipal  Income Fund has
been  audited  by  McGladrey  &  Pullen  LLP,   Independent   Certified   Public
Accountants,  whose  report  thereon  appears  in the  Statement  of  Additional
Information.
    
<TABLE>
<CAPTION>
<S>                                                    <C>                   <C>                      <C>   

                                                          Year Ended             Year Ended             Period Ended
Class A                                                 August 31, 1997        August 31, 1996        August 31, 1995**
- -------                                                 ---------------        ---------------        -----------------
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period................    $     1.00              $     1.00             $     1.00
                                                        --------------          -------------          ----------



Income from investment operations:

  Net investment income.............................          0.030                   0.031                  0.032
Less distributions:

   
  Dividends from net investment income..............    (     0.030  )          (     0.031)           (     0.032)
                                                         -------------           -----------            -----------
    
Net asset value, end of period......................    $     1.00              $     1.00             $     1.00
                                                        ==============          =============          ==========
Total Return........................................          3.08%                   3.09%                  3.60%*
Ratios/Supplemental Data
Net assets, end of period (000).....................    $    96,683             $     36,758           $     20,974
Ratios to average net assets:
Expenses............................................          0.57%                   0.56%                  0.40%*
Net investment income...............................          3.03%                   3.05%                  3.54%*
Expenses paid indirectly............................         --                       0.06%                 --
Management and Administration fees waived and
 expense reimbursed.................                          0.51%                   0. 67%                 0.95%*
                                                          Year Ended             Year Ended             Period Ended
Class B                                                 August 31, 1997        August 31, 1996        August 31, 1995**
- -------                                                 ---------------        ---------------        -----------------
Per Share Operating Performance:
(for a share outstanding throughout the period)
Net asset value, beginning of period................    $     1.00              $     1.00             $     1.00
                                                        --------------          -------------          ----------
Income from investment operations:

  Net investment income.............................          0.033                   0.033                  0.036
Less distributions:

   
 Dividends from net investment income...............    (     0.033  )          (     0.033)           (     0.036)
                                                         -------------           -----------            -----------
    
Net asset value, end of period......................    $     1.00              $     1.00             $     1.00
                                                        ==============          =============          ==========
Total Return........................................          3.34%                   3.35%                  3.84%*
Ratios/Supplemental Data
Net assets, end of period (000).....................    $    11,782             $      9,611           $     10,174
Ratios to average net assets:
Expenses............................................          0.30%                   0.31%                  0.14%*
Net investment income...............................          3.27                    3.34%                  3.78%*
Expenses paid indirectly............................         --                       0.06%                 --
Management and Administration fee waived and
 expense reimbursed.................                          0.51%                   0.67%                  0.95%*

*  Annualized
** Class A  commenced  operations  on  October  6,  1994 and  Class B  commenced
operations on September 19, 1994.
</TABLE>

                                       4
<PAGE>

- --------------------------------------------------------------------------------
                                  INTRODUCTION
- --------------------------------------------------------------------------------
   
         Florida Daily Municipal Income Fund (the "Fund") is a  non-diversified,
open-end  management  investment company that is a short-term,  tax-exempt money
market  fund whose  investment  objectives  are,  to the extent  believed  to be
consistent with preservation of capital,  maintenance of liquidity and stability
of principal (i) to seek to provide  Florida  residents with an investment  that
is, under current law, exempt from the Florida intangible  personal property tax
and (ii) to seek as high a level of current  income exempt under current law, in
the opinion of bond counsel to the issuers at the date of issuance, from regular
Federal income tax, by investing  principally  in short-term,  high quality debt
obligations  of the  State of  Florida,  Puerto  Rico and  other  United  States
territories,  and their political  subdivisions  the interest on which is exempt
from regular  federal income tax under Section 103 of the Internal  Revenue Code
(the  "Code") as described  under  "Investment  Objectives,  Policies and Risks"
herein.  The Fund also may invest in municipal  securities of issuers located in
states other than Florida,  the interest income on which will be, in the opinion
of bond  counsel  to the issuer at the date of  issuance,  exempt  from  regular
Federal  income tax;  however,  investment  in municipal  securities  of issuers
located in states other than Florida may, under certain  circumstances,  subject
Florida residents to the Florida intangible personal property tax. (See "Florida
Taxes" herein.)
    


         Interest on certain municipal securities purchased by the Fund may be a
preference item for purposes of the Federal alternative minimum tax and the Fund
reserves the right to purchase  such  securities  without  limitation.  The Fund
seeks  to  maintain  an  investment  portfolio  with a  dollar-weighted  average
maturity of 90 days or less, and to value its investment  portfolio at amortized
cost and maintain a net asset value of $1.00 per share, although there can be no
assurance that this value will be maintained.  The Fund intends to invest all of
its assets in tax-exempt  obligations;  however, it reserves the right to invest
up to 20% of the value of its total  assets in  taxable  obligations.  This is a
summary of the Fund's  fundamental  investment  policies  which are set forth in
full  under  "Investment  Objectives,  Policies  and  Risks"  herein  and in the
Statement of Additional Information and may not be changed without approval of a
majority of the Fund's outstanding  shares. Of course, no assurance can be given
that these objectives will be achieved.


The  Fund's  investment  adviser  is Reich & Tang  Asset  Management  L.P.  (the
"Manager"), which is a registered investment adviser and which currently acts as
investment manager to fifteen other open-end  management  investment  companies.
The Fund's shares are distributed through Reich & Tang Distributors,  Inc., (the
"Distributor"), with whom the Fund has entered into a Distribution Agreement and
a  Shareholder  Servicing  Agreement  (with respect to the Class A Shares of the
Fund only)  pursuant to the Fund's  distribution  and service plan adopted under
Rule 12b-1  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"). (See "Distribution and Service Plan" herein.)


         On any day on  which  the New York  Stock  Exchange,  Inc.  is open for
trading  ("Fund  Business  Day"),  investors  may,  without  charge by the Fund,
purchase and redeem shares of the Fund at their net asset value next  determined
after receipt of the order. An investor's  purchase order will be accepted after
the payment is converted into Federal funds, and shares will be issued as of the
Fund's next net asset value  determination  which is made as of 12 noon, Eastern
time, on each Fund  Business  Day. (See "How to Purchase and Redeem  Shares" and
"Net Asset Value" herein.) Dividends from accumulated net income are declared by
the Fund on each Fund Business Day.


         The Fund generally pays interest dividends monthly.  Net capital gains,
if any, will be  distributed  at least  annually,  and in no event later than 60
days after the end of the Fund's fiscal year. All dividends and distributions of
capital gains are automatically invested in additional shares of the Fund unless
a  shareholder  has elected by written  notice to the Fund to receive  either of
such distributions in cash. (See "Dividends and Distributions" herein.)


         The Fund intends that its investment  portfolio will be concentrated in
Florida Municipal  Obligations and participation  certificates  therein. A brief
summary  of risk  factors  affecting  the State of  Florida  is set forth  under
"Investment Objectives, Policies and Risks" herein and "Florida Risk Factors" in
the Statement of Additional  Information.  Investment in the Fund should be made
with an  understanding  of the risks that an  investment  in  Florida  Municipal
Obligations  may entail.  Payment of interest  and  preservation  of capital are
dependent upon the  continuing  ability of Florida  issuers  and/or  obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.  Investors  should  also  consider  the  greater  risk of the Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio.

         Evergreen  shares are identical to other shares of the Fund,  which are
offered pursuant to a separate prospectus, with respect to investment objectives
and  yield,  but differ  with  respect to  certain  other  matters.  See "How to
Purchase and Redeem Shares" and "Shareholder Services."

                                       5
<PAGE>

- --------------------------------------------------------------------------------
                             INVESTMENT OBJECTIVES,
                               POLICIES AND RISKS
- --------------------------------------------------------------------------------

         The Fund is a non-diversified,  open-end management  investment company
that is a short-term,  tax-exempt money market fund whose investment  objectives
are to seek to provide  Florida  residents an investment  that is, to the extent
possible,  exempt from the Florida intangible  personal property tax and to seek
as high a level of current income exempt from regular  Federal income taxes,  as
is believed to be  consistent  with  preservation  of  capital,  maintenance  of
liquidity and stability of  principal.  There can be no assurance  that the Fund
will achieve its investment objectives.

         The Fund's assets will be invested  primarily  (i.e.,  at least 80%) in
high  quality debt  obligations  issued by or on behalf of the State of Florida,
other  states,  territories  and  possessions  of the United  States,  and their
authorities,   agencies,   instrumentalities  and  political  subdivisions,  the
interest on which is, in the  opinion of bond  counsel to the issuer at the date
of issuance,  currently exempt from regular Federal income taxation  ("Municipal
Obligations") and in participation certificates (which, in the opinion of Battle
Fowler  LLP,  counsel to the Fund,  cause the Fund to be treated as the owner of
the  underlying  Municipal  Obligations  for  Federal  income tax  purposes)  in
Municipal  Obligations  purchased  from  banks,  insurance  companies  or  other
financial  institutions.  Dividends paid by the Fund which are  "exempt-interest
dividends"  by virtue of being  properly  designated by the Fund as derived from
Municipal  Obligations and participation  certificates in Municipal  Obligations
will be exempt from regular  Federal  income tax provided the Fund complies with
Section  852(b)(5)  of  Subchapter M of the  Internal  Revenue Code of 1986,  as
amended (the "Code").

   
         Although  the  Supreme  Court  has  determined  that  Congress  has the
authority to subject the interest on bonds such as the Municipal  Obligations to
regular  Federal  income  taxation,  existing law excludes  such  interest  from
regular  Federal  income tax.  However,  interest on such bonds and  accordingly
"exempt-interest  dividends" may be subject to the Federal  alternative  minimum
tax.  Securities,  the  interest  income on which may be subject to the  Federal
alternative   minimum  tax  (including   participation   certificates   in  such
securities),  may be  purchased  by the  Fund  without  limit.  Securities,  the
interest income on which is subject to regular  Federal,  state and local income
tax, will not exceed 20% of the value of the Fund's total assets.  (See "Federal
Income Taxes"  herein.) To the extent the Fund's assets  consist  exclusively of
obligations (including participation certificates) issued by or on behalf of the
State of Florida or any Florida local governments,  or their  instrumentalities,
authorities or districts ("Florida Municipal Obligations") or obligations issued
by or on behalf of  territories  and  possessions of the United States and their
authorities, agencies,  instrumentalities and political subdivisions on December
31st of each  taxable  year,  shares of the Fund will be exempt from the Florida
intangible  personal  property  tax. To the extent  suitable  Florida  Municipal
Obligations  are not available for investment by the Fund, the Fund may purchase
Municipal   Obligations   issued   by   other   states,   their   agencies   and
instrumentalities,  the  dividends  on which will be  designated  by the Fund as
derived  from  interest  income which will be, in the opinion of bond counsel to
the issuer at the date of  issuance,  exempt from  regular  Federal  income tax.
However,  except as a  temporary  defensive  measure  during  periods of adverse
market  conditions as  determined by the Manager,  the Fund will invest at least
65% of its total  assets in Florida  Municipal  Obligations,  although the exact
amount of the Fund's assets  invested in such  securities will vary from time to
time. The Fund's investments may include  "when-issued"  Municipal  Obligations,
stand-by commitments and taxable repurchase agreements.

         Although  the  Fund  will  attempt  to  invest  100% of its  assets  in
Municipal   Obligations   and  in   participation   certificates   in  Municipal
Obligations, the Fund reserves the right to invest up to 20% of the value of its
total assets in securities,  the interest  income on which is subject to regular
Federal,  state and local  income tax. The Fund will invest more than 25% of its
assets in participation  certificates purchased from banks in industrial revenue
bonds and other Florida Municipal Obligations.
    
In view of this  "concentration" in bank  participation  certificates in Florida
Municipal  Obligations,  an  investment  in the  Fund  should  be  made  with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail which include extensive governmental  regulations,
changes in the  availability  and cost of capital  funds,  and general  economic
conditions   (see   "Variable   Rate  Demand   Instruments   and   Participation
Certificates" in the Statement of Additional  Information)  which may limit both
the amounts and types of loans and other financial commitments which may be made
and  interest  rates and fees which may be charged.  The  profitability  of this
industry is largely  dependent upon the  availability  and cost of capital funds
for the purpose of financing  lending  operations  under prevailing money market
conditions.  Also,  general  economic  conditions  play an important part in the
operations of this industry and exposure to credit losses  arising from possible
financial  difficulties  of borrowers  might affect a bank's ability to meet its
obligations under a letter of credit. The Fund may invest 25% or more of the net
assets  of the  Fund in  securities  that  are  related  in  such a way  that an
economic,  business or  political  development  or change  affecting  one of the
securities  would  also  affect the other  securities  including,  for  example,
securities  the  interest  upon  which is paid from  revenues  of  similar  type
projects,  or securities the issuers of which are located in the same state. The
investment  objectives of the Fund described in the preceding paragraphs of this
section may not be changed  unless  approved by the holders of a majority of

                                       6
<PAGE>
the outstanding  shares of the Fund that would be affected by such a change.  As
used in this  Prospectus,  the term "majority of the outstanding  shares" of the
Fund  means,  respectively,  the  vote of the  lesser  of (i) 67% or more of the
shares of the Fund present at a meeting,  if the holders of more than 50% of the
outstanding  shares of the Fund are present or represented by proxy or (ii) more
than 50% of the outstanding shares of the Fund.

         Municipal  Obligations  includes  Municipal  Leases.  Municipal leases,
which may take the form of a lease or an  installment  purchase  or  conditional
sale  contract,  are issued by state and local  governments  and  authorities to
acquire a wide variety of equipment and  facilities  such as fire and sanitation
vehicles,  telecommunications  equipment  and other  capital  assets.  Municipal
leases  frequently  have  special  risks not  normally  associated  with general
obligation or revenue  bonds.  Leases and  installment  purchases or conditional
sale  contracts  (which  normally  provide for title to the leased asset to pass
eventually to the  government  issuer) have evolved as a means for  governmental
issuers to acquire property and equipment without meeting the constitutional and
statutory  requirements for the issuance of debt. The debt-issuance  limitations
of many state  constitutions and statutes are deemed to be inapplicable  because
of the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the  governmental  issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. These types of
municipal leases may be considered illiquid and subject to the 10% limitation of
the investment restriction set forth under "Investment  Restrictions"  contained
herein.  The Board of Trustees may adopt  guidelines and delegate to the Manager
the daily  function of  determining  and  monitoring  the liquidity of municipal
leases.  In making such  determination,  the Board and the Manager may  consider
such  factors  as the  frequency  of trades  for the  obligation,  the number of
dealers willing to purchase or sell the  obligations,  including the time needed
to dispose of the obligations and the method of soliciting  offers. If the Board
determines that any municipal  leases are illiquid,  such leases will be subject
to the 10%  limitation  on  investments  in  illiquid  securities.  The Board of
Trustees is also  responsible  for  determining  the credit quality of municipal
leases, on an ongoing basis,  including an assessment of the likelihood that the
lease will not be canceled.

         The Fund may only purchase United States  dollar-denominated  Municipal
Obligations that have been determined by the Fund's Board of Trustees to present
minimal  credit  risks  and  that  are  Eligible   Securities  at  the  time  of
acquisition.  The term Eligible Securities means (i) Municipal  Obligations with
remaining maturities of 397 days or less and rated in the two highest short-term
rating  categories  by  any  two  nationally   recognized   statistical   rating
organizations  ("NRSROs") or in such categories by the only NRSRO that has rated
the Municipal Obligations (collectively, the "Requisite NRSROs") (acquisition in
the latter  situation  must also be  ratified  by the Board of  Trustees);  (ii)
Municipal  Obligations with remaining maturities of 397 days or less but that at
the time of issuance were long-term  securities (i.e.,  with maturities  greater
than 366 days) and whose issuer has received from the Requisite  NRSROs a rating
with respect to comparable  short-term debt in the two highest short-term rating
categories  and (iii)  unrated  Municipal  Obligations  determined by the Fund's
Board of Trustees to be of comparable  quality.  Where the issuer of a long-term
security  with a  remaining  maturity  which  would  otherwise  qualify it as an
Eligible Security does not have rated short-term debt outstanding, the long-term
security  is treated as unrated but may not be  purchased  if it has a long-term
rating  from any NRSRO that is below the two  highest  long-term  categories.  A
determination  of comparability by the Board of Trustees is made on the basis of
its credit evaluation of the issuer, which may include an evaluation of a letter
of credit,  guarantee,  insurance or other credit  facility issued in support of
the Municipal  Obligations or  participation  certificates.  (See "Variable Rate
Demand   Instruments  and  Participation   Certificates"  in  the  Statement  of
Additional  Information.)  While there are several  organizations that currently
qualify  as  NRSROs,  two  examples  of NRSROs  are  Standard  & Poor's  Ratings
Services, a division of The McGraw-Hill  Companies ("S&P") and Moody's Investors
Service, Inc. ("Moody's").  The two highest ratings by S&P and Moody's are "AAA"
and "AA" by S&P in the case of  long-term  bonds  and notes or "Aaa" and "Aa" by
Moody's in the case of bonds; "SP-1" and "SP-2" by S&P or "MIG-1" and "MIG-2" by
Moody's in the case of notes;  "A-1" and "A-2" by S&P or "Prime-1" and "Prime-2"
by Moody's in the case of tax-exempt commercial paper. The highest rating in the
case of variable and floating  demand notes is "VMIG-1" by Moody's and "SP-1/AA"
by S&P. Such  instruments may produce a lower yield than would be available from
less highly rated instruments.  The Fund's Board of Trustees has determined that
obligations  which are backed by the credit of the  Federal  Government  will be
considered to have a rating equivalent to Moody's "Aaa."

     Subsequent to its purchase by the Fund,  the quality of an  investment  may
cease to be rated or its rating may be reduced  below the minimum  required  for
purchase by the Fund.  If this  occurs,  the Board of Trustees of the Fund shall
reassess  promptly whether the security  presents minimal credit risks and shall
cause the Fund to take such action as the Board of Trustees determines is in the
best interest of the Fund and its  shareholders.  However,  reassessment  is not
required if the security is disposed of or matures  within five business days of
the Manager becoming aware of the new rating and provided further that the Board
of Trustees is subsequently notified of the Manager's actions.
   
         In addition, in the event that a security (1) is in default, (2) ceases
to be an eligible  investment  under Rule 2a-7 or (3) is determined to no longer
present  minimal  credit risks,  the Fund will dispose of the security  absent a
determination  by the Fund's  Board of Trustees  that  disposal of the  security
would not be in the best  interests of the Fund.  In the event that the security
is disposed of it shall be disposed of as soon as  practicable

                                       7
<PAGE>
consistent with achieving an orderly disposition by sale, exercise of any demand
feature or otherwise. In the event of a default with respect to a security which
immediately  before default  accounted for 1/2 of 1% or more of the Fund's total
assets,  the Fund shall promptly  notify the SEC of such fact and of the actions
that the Fund intends to take in response to the situation.
    
         All  investments  by the Fund  will  mature or will be deemed to mature
within 397 days or less from the date of acquisition and the average maturity of
the Fund  portfolio (on a  dollar-weighted  basis) will be 90 days or less.  The
maturities of variable rate demand instruments held in the Fund's portfolio will
be deemed to be the longer of the period required before the Fund is entitled to
receive payment of the principal amount of the instrument through demand, or the
period  remaining until the next interest rate  adjustment,  although the stated
maturities may be in excess of 397 days.

         The Fund has adopted the following fundamental investment  restrictions
which apply to all portfolios and which may not be changed unless  approved by a
majority  of the  outstanding  shares of each  series of the Fund's  shares that
would be  affected by such a change.  The Fund is subject to further  investment
restrictions that are set forth in the Statement of Additional Information.  The
Fund may not:

1.   Borrow Money. This restriction shall not apply to borrowings from banks for
     temporary or emergency (not leveraging) purposes,  including the meeting of
     redemption  requests that might otherwise require the untimely  disposition
     of  securities,  in an amount up to 15% of the  value of the  Fund's  total
     assets  (including the amount  borrowed)  valued at market less liabilities
     (not  including  the amount  borrowed) at the time the  borrowing was made.
     While  borrowings  exceed 5% of the value of the Fund's total  assets,  the
     Fund will not make any investments. Interest paid on borrowings will reduce
     net income.

2.   Pledge,  hypothecate,  mortgage or otherwise encumber its assets, except in
     an amount up to 15% of the  value of its  total  assets  and only to secure
     borrowings for temporary or emergency purposes.

3.   Purchase  securities  subject  to  restrictions  on  disposition  under the
     Securities  Act of 1933  ("restricted  securities"),  except  the  Fund may
     purchase  variable rate demand  instruments which contain a demand feature.
     The Fund will not invest in a  repurchase  agreement  maturing in more than
     seven days if any such  investment  together with  securities  that are not
     readily marketable held by the Fund exceed 10% of the Fund's net assets.

4.   Invest more than 25% of its assets in the  securities  of  "issuers" in any
     single  industry,  provided  that the Fund may invest  more than 25% of its
     assets in bank participation  certificates and there shall be no limitation
     on the purchase of those Municipal Obligations and other obligations issued
     or   guaranteed  by  the  United   States   Government,   its  agencies  or
     instrumentalities. With respect to 75% of the total amortized cost value of
     the Fund's assets, not more than 5% of the Fund's assets may be invested in
     securities that are subject to underlying  puts from the same  institution,
     and no single bank shall issue its letter of credit and no single financial
     institution shall issue a credit  enhancement  covering more than 5% of the
     total assets of the Fund.  However, if the puts are exercisable by the Fund
     in the event of  default  on  payment  of  principal  and  interest  on the
     underlying  security,  then the Fund may  invest up to 10% of its assets in
     securities  underlying  puts issued or guaranteed by the same  institution;
     additionally,  a single  bank can  issue  its  letter of credit or a single
     financial  institution can issue a credit enhancement covering up to 10% of
     the Fund's assets, where the puts offer the Fund such default protection.

5.   Invest in securities  of other  investment  companies,  except the Fund may
     purchase unit investment  trust  securities where such unit trusts meet the
     investment  objectives of the Fund and then only up to 5% of the Fund's net
     assets,  except as they may be acquired as part of a merger,  consolidation
     or acquisition of assets.


As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory restriction under the 1940 Act with respect to investing its assets in
one or relatively  few issuers.  This  non-diversification  may present  greater
risks than in the case of a diversified  company.  However,  the Fund intends to
qualify as a "regulated  investment company" under Subchapter M of the Code. The
Fund will be  restricted  in that at the close of each  quarter  of the  taxable
year, at least 50% of the value of its total assets must be represented by cash,
Government  securities,  investment  company  securities  and  other  securities
limited  in  respect of any one issuer to not more than 5% in value of the total
assets of the Fund and to not more than 10% of the outstanding voting securities
of such issuer.  In addition,  at the close of each quarter of its taxable year,
not more  than 25% in  value of the  Fund's  total  assets  may be  invested  in
securities  of one issuer  other than  Government  securities.  The  limitations
described in this paragraph regarding  qualification as a "regulated  investment
company"  are  not  fundamental  policies  and  may be  revised  to  the  extent
applicable  Federal income tax  requirements  are revised.  (See "Federal Income
Taxes" herein.)

         The primary  purpose of investing  in a portfolio of Florida  Municipal
Obligations is the special tax treatment  accorded Florida  resident  individual
investors.  However,  payment of interest  and  preservation  of  principal  are
dependent upon the continuing  ability of the Florida issuers and/or obligors of
state, municipal and public authority debt obligations to meet their obligations
thereunder.   Investors   should   consider  the  greater  risk  of  the  Fund's
concentration  versus the safety that comes with a less concentrated  investment
portfolio and should  compare

                                       8
<PAGE>
yields  available on portfolios of Florida issues with those of more diversified
portfolios  including  out-of-state issues before making an investment decision.
The  Fund's  management  believes  that by  maintaining  the  Fund's  investment
portfolio  in  liquid,  short-term,  high  quality  investments,  including  the
participation  certificates and other variable rate demand instruments that have
high quality credit support from banks,  insurance  companies or other financial
institutions, the Fund is largely insulated from the credit risks that may exist
on long-term Florida Municipal Obligations.  For additional information,  please
refer to the Statement of Additional Information.

         Because  the Fund  invests  in Florida  issues,  it is  susceptible  to
political,  economic,  regulatory or other factors  affecting issuers of Florida
Municipal  Obligations and participation  certificates therein. The following is
only a brief summary of the special risk factors  affecting the State of Florida
and does not purport to be a complete or exhaustive  description  of all adverse
conditions to which issuers of Florida obligations may be subject.  See "Florida
Risk  Factors"  in  the  Statement  of  Additional  Information  for  a  further
discussion of the special risk factors.

         The ability of the State and its local units of  government  to satisfy
the Debt  Obligations  may be affected by numerous  factors  which impact on the
economic vitality of the State in general and the particular region of the State
in which  the  issuer of the Debt  Obligations  is  located.  South  Florida  is
particularly  susceptible to international  trade and currency imbalances and to
economic  dislocations  in Central and South  America,  due to its  geographical
location and its involvement with foreign trade, tourism and investment capital.
South and central Florida are impacted by problems in the  agricultural  sector,
particularly with regard to the citrus and sugar industries.  Short-term adverse
economic  conditions may be created in these areas, and in the State as a whole,
due to crop  failures,  severe weather  conditions or other  agriculture-related
problems. The State economy also has historically been somewhat dependent on the
tourism and construction industries and is sensitive to trends in those sectors.

- --------------------------------------------------------------------------------
                             MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
MANAGEMENT AND INVESTMENT MANAGEMENT CONTRACT

         The business and affairs of the Fund are managed under the direction of
the Fund's Board of Trustees.

         The Fund has  retained  as its  manager  Reich & Tang Asset  Management
L.P., a Delaware limited  partnership and a registered  investment  adviser with
its principal office at 600 Fifth Avenue,  New York, New York 10020 (hereinafter
called the  "Manager"),  under an Investment  Management  Contract.  The Manager
provides  persons  satisfactory  to the  Fund's  Board of  Trustees  to serve as
officers of the Fund.  Such  officers,  as well as certain  other  employees and
trustees of the Fund,  may be officers of Reich & Tang Asset  Management,  Inc.,
the sole  general  partner of the  Manager,  or  employees of the Manager or its
affiliates. Due to the services performed by the Manager, the Fund currently has
no  employees  and its  officers  are not  required to devote  full-time  to the
affairs of the Fund. The Statement of Additional  Information  contains  general
background information regarding each trustee and principal officer of the Fund.
   
         As of November 30, 1997, the Manager was investment manager, adviser or
supervisor  with respect to assets  aggregating in excess of $11.1 billion.  The
Manager acts as manager or administrator of fifteen other registered  investment
companies and also advises pension trusts, profit-sharing trusts and endowments.

         Effective January 1, 1998, NEIC Operating Partnership, L.P.("NEICOP")is
the limited  partner and owner of a 99.5% interest in the Manager  replacing New
England Investment  Companies,  L.P. ("NEICLP") as the limited partner and owner
of such interest in the Manager due to a restructuring by New England Investment
Companies,  Inc. ("NEIC").  Reich & Tang Asset Management,  Inc. (a wholly-owned
subsidiary of NEICOP) is the sole general partner and owner of the remaining .5%
interest  of the  Manager.  NEIC,  a  Massachusetts  corporation,  serves as the
managing general partner of NEICOP.

         The Manager is a wholly-owned subsidiary of NEICOP, but Reich & Tang
Asset Management,  Inc., its sole general partner,  is an indirect subsidiary of
Metropolitan  Life Insurance  Company  ("MetLife").  Also,  MetLife directly and
indirectly owns  approximately 47% of the outstanding  partnership  interests of
NEICOP, and may be deemed a "controlling  person" of the Manager.  Reich & Tang,
Inc.  owns  directly  and  indirectly  approximately  13.7%  of the  outstanding
partnership interests of NEICOP.

         MetLife is a mutual life insurance company with assets of $297.6
billion at December 31, 1996. It is the second largest life insurance company in
the United States in terms of total assets.  On August 30, 1996, The New England
Mutual Life  Insurance  Company  ("The New England")  and MetLife  merged,  with
MetLife being the continuing company. MetLife provides a wide range of insurance
and investment products and services to individuals and groups and is the leader
among United States life insurance companies in terms of total life insurance in
force,  which  exceeded  $1.6  trillion at December 31, 1996 for MetLife and its
insurance  affiliates.  MetLife and its  affiliates  provide  insurance or other
financial services to approximately 36 million people worldwide.

         NEICOP is a holding company offering a broad array of investment styles
across a wide range of asset categories through thirteen subsidiaries, divisions
and  affiliates  offering a wide array of  investment  styles  and  products  to
institutional  clients. Its business units, in addition to the manager,  include
AEW  Capital  Management,

                                       9
<PAGE>
L.P., Back Bay Advisors,  L.P., Capital Growth Management,  Limited Partnership,
Greystone  Partners,  L.P.,  Harris  Associates,  L.P.,  Jurika & Voyles,  L.P.,
Loomis, Sayles & Company,  L.P., New England Funds, L.P., New England Investment
Associates,  Inc., Snyder Capital Management, L.P., Vaughan, Nelson, Scarborough
& McCullough,  L.P., and Westpeak Investment Advisors,  L.P. These affiliates in
the  aggregate  are  investment  advisors  or  managers  to 80 other  registered
investment companies.
    
         The recent restructuring of NEICLP did not result in a change in
control of the Manager and has no impact upon the Manager's  performance  of its
responsibilities and obligations. The merger between The New England and MetLife
resulted in an "assignment" of the Investment  Management  Contract  relating to
the  Fund.  Under  the  1940  Act,  such  an  assignment  caused  the  automatic
termination  of this  agreement.  On November  28,  1995 the Board of  Trustees,
including a majority of the trustees who are not interested  persons (as defined
in the  1940  Act)  of  the  Fund  or the  Manager,  approved  a new  Investment
Management Contract effective August 30, 1996, which has a term which extends to
July  31,  1998  and  may  be  continued  in  force  thereafter  for  successive
twelve-month  periods beginning each August 1, provided that such continuance is
specifically approved annually by majority vote of the Fund's outstanding voting
securities or by its Board of Trustees,  and in either case by a majority of the
trustees who are not parties to the Investment Management Contract or interested
persons of any such party,  by votes cast in person at a meeting  called for the
purpose of voting on such matter.

         The  Investment  Management  Contract was approved by a majority of the
shareholders  of the Fund on  April 4,  1996 and  contains  the same  terms  and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment  Management  Contract with the Manager,  except as to
the date of execution and termination.

         Pursuant to the Investment Management Contract, the Manager manages the
Fund's  portfolio of securities and makes decisions with respect to the purchase
and sale of investments, subject to the general control of the Board of Trustees
of the  Fund.  Pursuant  to the  Investment  Management  Contract,  the  Manager
receives  from the Fund a fee of .40% per annum of the Fund's  average daily net
assets for managing  the Fund's  investment  portfolio  and  performing  related
services. The Manager, at its discretion, may voluntarily waive all or a portion
of the management fee.

         Pursuant to the  Administrative  Services  Contract  for the Fund,  the
Manager performs clerical, accounting,  supervision and office service functions
for the Fund and  provides the Fund with the  personnel  to: (i)  supervise  the
performance of bookkeeping  and related  services by Investors  Fiduciary  Trust
Company,  the Fund's bookkeeping agent; (ii) prepare reports to and filings with
regulatory  authorities;  and (iii) perform such other  services as the Fund may
from time to time request of the Manager.  The personnel rendering such services
may be  employees  of  the  Manager  or  its  affiliates.  The  Manager,  at its
discretion,  may  voluntarily  waive  all or a  portion  of  the  administrative
services fee. For its services under the Administrative  Services Contract,  the
Manager receives a fee of .21% per annum of the Fund's average daily net assets.
Any portion of the total fees  received  by the Manager and past  profits may be
used to provide  shareholder  services and for distribution of Fund shares. (See
"Distribution and Service Plan" herein.)

     In addition, Reich & Tang Distributors,  Inc., the Distributor,  receives a
servicing  fee of .25% per annum of the average  daily net assets of the Class A
shares  of the Fund  under the  Shareholder  Servicing  Agreement.  The fees are
accrued  daily  and paid  monthly.  Investment  management  fees  and  operating
expenses,  which are attributable to both Classes of the Fund, will be allocated
daily to each Class share based on the percentage of  outstanding  shares at the
end of the day.

- --------------------------------------------------------------------------------
                              DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------
         The Fund was  established as a  Massachusetts  Business Trust under the
laws of  Massachusetts by an Agreement and Declaration of Trust dated August 31,
1994.  The Fund has an  unlimited  authorized  number of  shares  of  beneficial
interest.  These  shares are  entitled  to one vote per share with  proportional
voting for fractional  shares.  There are no conversion or preemptive  rights in
connection  with any shares of the Fund.  All shares when  issued in  accordance
with the terms of the offering will be fully paid and non-assessable.  Shares of
the Fund are redeemable at net asset value, at the option of the shareholders.

         The Fund is subdivided into two classes of beneficial interest, Class A
and Class B. Each share, regardless of class, represents an interest in the same
portfolio of investments  and has identical  voting,  dividend,  liquidation and
other rights, preferences,  powers, restrictions,  limitations,  qualifications,
designations and terms and conditions,  except that: (i) the Class A and Class B
shares  have  different  class  designations;  (ii) only the Class A shares  are
assessed a service fee pursuant to the Rule 12b-1  Distribution and Service Plan
of the Fund of .25% of the average daily net assets of the Class A shares of the
Fund;  (iii)  only the  holders of the Class A shares  are  entitled  to vote on
matters  pertaining to the Plan and any related  agreements  in accordance  with
provisions  of  Rule  12b-1;  and  (iv)  the  exchange   privilege  will  permit
shareholders  to exchange  their  shares only for shares of the same class of an
Exchange  Fund.  Payments that are made under the Plans will be  calculated  and
charged  daily to the  appropriate  class prior to  determining  daily net asset
value per share and dividends/distributions.

                                       10
<PAGE>
         Generally, all shares will be voted in the aggregate,  except if voting
by Class is required by law or the matter  involved  affects only one Class,  in
which case shares will be voted separately by Class. The shares of the Fund have
non-cumulative  voting rights,  which means that the holders of more than 50% of
the shares outstanding voting for the election of trustees can elect 100% of the
trustees if the holders choose to do so, and, in that event,  the holders of the
remaining shares will not be able to elect any person or persons to the Board of
Trustees.  The Fund's  By-laws  provide  that the  holders of a majority  of the
outstanding  shares of the Fund  present at a meeting in person or by proxy will
constitute a quorum for the transaction of business at all meetings.

         The Fund currently has only one portfolio. The Fund's Board of Trustees
is authorized to divide the unissued  shares into separate  series of beneficial
interest,  one for each of the Fund's separate investment portfolios that may be
created in the future.

- --------------------------------------------------------------------------------
                           DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

         The Fund  declares  dividends  equal to all its net  investment  income
(excluding  capital  gains  and  losses,  if any,  and  amortization  of  market
discount) on each Fund Business Day and generally pays dividends monthly.  There
is no fixed dividend rate. In computing  these  dividends,  interest  earned and
expenses are accrued daily.
   
         Net realized  capital gains,  if any, are distributed at least annually
and in no event later than 60 days after the end of the Fund's fiscal year.  All
dividends  and  distributions  of capital  gains are  automatically  invested in
additional  Fund  shares of the same Class of shares  immediately  upon  payment
thereof  unless a  shareholder  has  elected  by  written  notice to the Fund to
receive  either of such  distributions  in cask.The Class A shares will bear the
service  fee under the Plan.  As a result,  the net income of and the  dividends
payable to the Class A shares will be lower than the net income of and dividends
payable  to the  Class B shares  of the Fund.  Dividends  paid to each  Class of
shares of the Fund will,  however,  be declared and paid on the same days at the
same times and,  except as noted with respect to the service fees payable  under
the Plan, will be determined in the same manner and paid in the same amounts.
    
- --------------------------------------------------------------------------------
                        HOW TO PURCHASE AND REDEEM SHARES
- --------------------------------------------------------------------------------

HOW TO BUY SHARES
   
         You can purchase  shares of the Fund through  broker-dealers,  banks or
other  financial  intermediaries,  or directly  through EFD. The minimum initial
investment  is $1,000  which may be waived in  certain  situations.  There is no
minimum for subsequent  investments.  In states where EFD is not registered as a
broker-dealer, shares of the Fund will only be sold through other broker-dealers
or other  financial  institutions  that are  registered.  Only Evergreen Class A
shares are offered  through  this  Prospectus.  Instructions  on how to purchase
shares of the Fund are set forth in the Share Purchase Application.
    

Additional Purchase Information.  As a condition of this offering, if a purchase
is canceled due to nonpayment or because an investor's check does not clear, the
investor will be responsible for any loss the Fund or the Fund's Manager incurs.
If such investor is an existing shareholder, the Fund may redeem shares from his
or her account to  reimburse  the Fund or the Fund's  Manager  for any loss.  In
addition,  such  investors may be prohibited or restricted  from making  further
purchase in any of the Evergreen mutual funds.


HOW TO REDEEM SHARES

You may  "redeem",  i.e.,  sell your  shares in the Fund to the Fund on any Fund
Business Day, either directly or through your financial intermediary.  The price
you will receive is the net asset value next calculated  after the Fund receives
your request in proper form. Proceeds generally will be sent to you within seven
days.  However,  for shares recently  purchased by check, the Fund will not send
proceeds  until it is  reasonably  satisfied  that the check has been  collected
(which may take up to ten days).  Once a redemption  request has been telephoned
or mailed, it is irrevocable and may not be modified or canceled.

Redeeming  Shares  Through Your  Financial  Intermediary.  The Fund must receive
instructions  from your financial  intermediary  before 4:00 p.m. (Eastern time)
for you to receive that day's net asset value.  Your financial  intermediary  is
responsible  for  furnishing  all  necessary  documentation  to the Fund and may
charge you for this service.  Certain financial  intermediaries may require that
you give instructions earlier than 4:00 p.m. (Eastern time).

Redeeming  Shares  Directly  by Mail  or  Telephone.  Send a  signed  letter  of
instruction  or stock power form to State Street Bank and Trust Company  ("State
Street") which is the registrar,  transfer agent and dividend  disbursing  agent
for the Fund. Stock power forms are available from your financial  intermediary,
State Street,  and many commercial banks.  Additional  documentation is required
for the sale of shares by corporations,  financial  intermediaries,  fiduciaries
and surviving joint owners. Signature guarantees are required for all redemption
requests  for shares with a value of more than  $10,000 or where the  redemption
proceeds  are to be mailed to an address  other  than that shown in the  account
registration.  A signature guarantee must be provided by a bank or

                                       11
<PAGE>
trust company (not a Notary Public),  a member firm of a domestic stock exchange
or by other  financial  institutions  whose  guarantees  are acceptable to State
Street.

         Shareholders may withdraw amounts of $1,000 or more from their accounts
by calling State Street at  800-423-2615  between the hours of 8:00 a.m. to 5:30
p.m. (Eastern time) each Fund Business Day.  Redemption requests made after 4:00
p.m.  (Eastern time) will be processed  using the net asset value  determined on
the next business day. Such redemption  requests must include the  shareholder's
account  name,  as  registered  with the Fund,  and the account  number.  During
periods of drastic  economic  or market  changes,  shareholders  may  experience
difficulty in effecting  telephone  redemptions.  Shareholders who are unable to
reach State Street by telephone should follow the procedures  outlined above for
redemption by mail.

         The  telephone  redemption  service is not  available  to  shareholders
automatically. Shareholders wishing to use the telephone redemption service must
indicate this on the Share  Purchase  Application  and choose how the redemption
proceeds are to be paid.  Redemption proceeds will either (i) be mailed by check
to the  shareholder at the address in which the account is registered or (ii) be
wired to an account with the same registration as the  shareholder's  account in
the Fund at a designated commercial bank. State Street currently deducts a $5.00
wire charge from all redemption proceeds wired. This charge is subject to change
without notice. Redemption proceeds will be wired on the same day if the request
is made prior to 12 noon (Eastern  time).  Such shares,  however,  will not earn
dividends for that day.  Redemption  requests  received  after 12 noon will earn
dividends for that day, and the proceeds will be wired on the following business
day.  A  shareholder  who  decides  later  to use  this  service,  or to  change
instructions already given, should fill out a Shareholder Services Form and send
it to State Street Bank and Trust Company, P.O. Box 9021, Boston,  Massachusetts
02205-9827,  with such  shareholder's  signature  guaranteed  by a bank or trust
company (not a Notary Public),  a member firm of a domestic stock exchange or by
other financial  institutions  whose  guarantees are acceptable to State Street.
Shareholders  should allow approximately ten days for such form to be processed.
The  Fund  will  employ  reasonable  procedures  to  confirm  that  instructions
communicated by telephone are genuine.  These procedures  include requiring some
form of  personal  identification  prior to acting  upon  instructions  and tape
recording  of  telephone  instructions.   If  the  Fund  fails  to  follow  such
procedures,  it may be liable for any losses due to  unauthorized  or fraudulent
instructions.  The Fund will not be liable for following telephone  instructions
reasonably  believed  to be  genuine.  The Fund  reserves  the right to refuse a
telephone   redemption  if  it  is  believed   advisable  to  do  so.  Financial
intermediaries may charge a fee for handling telephone requests.  Procedures for
redeeming Fund shares by telephone may be modified or terminated  without notice
at any time.

Redemptions  by Check.  Upon request,  the Fund will provide  holders of Class A
shares,  without  charge,  with checks drawn on the Fund that will clear through
State  Street.  Shareholders  will  be  subject  to  State  Street's  rules  and
regulations governing such checking accounts. Checks will be sent usually within
ten business days following the date the account is  established.  Checks may be
made  payable to the order of any payee in an amount of $250 or more.  The payee
of the check may cash or  deposit  it like a check  drawn on a bank.  (Investors
should be aware that, as in the case with regular bank checks, certain banks may
not provide cash at the time of deposit,  but will wait until they have received
payment from State  Street.)  When such a check is presented to State Street for
payment,  State Street, as the shareholder's  agent, causes the Fund to redeem a
sufficient number of full and fractional shares in the shareholder's  account to
cover the amount of the check.  Checks will be returned by State Street if there
are  insufficient or  uncollectable  shares to meet the withdrawal  amount.  The
check writing procedure for withdrawal enables  shareholders to continue earning
income  on the  shares  to be  redeemed  up to but not  including  the  date the
redemption check is presented to State Street for payment.


     Shareholders  wishing to use this method of redemption  should fill out the
appropriate  part of the Share  Purchase  Application  (including  the Signature
Card) and mail the completed form to State Street Bank and Trust  Company,  P.O.
Box 9021, Boston, Massachusetts 02205-9827. Shareholders requesting this service
after an account has been opened must  contact  State  Street  since  additional
documentation  will be required.  Currently there is no charge either for checks
or for the clearance of any checks. This service may be terminated or altered at
any time.

- --------------------------------------------------------------------------------
                              SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
         The  Fund  offers  the  following   shareholder   services.   For  more
information  about these services or your account,  contact EFD or the toll-free
number on the front of this  Prospectus.  Some  services  are  described in more
detail in the Share Purchase Application.

Systematic  Investment Plan. You may make monthly or quarterly  investments into
an existing account automatically in amounts of not less than $25.

Telephone  Investment  Plan. You may make  investments  into an existing account
electronically  in  amounts  of not less  than  $100 or more  than  $25,000  per
investment.  Telephone  investment requests received by 3:00 p.m. (Eastern time)
will be credited to a shareholder's  account two business days after the request
is received.

                                       12
<PAGE>
Systematic Cash Withdrawal Plan. When an account of $10,000 or more is opened or
when an existing  account  reaches that size, you may  participate in the Fund's
Systematic Cash Withdrawal Plan by filling out the appropriate part of the Share
Purchase  Application.  Under this plan,  you may receive (or designated a third
party to receive) a monthly or  quarterly  check in a stated  amount of not less
than $75. Fund shares will be redeemed as necessary to meet withdrawal payments.
All   participants   must  elect  to  have  their  dividends  and  capital  gain
distributions reinvested automatically.  In order to make a payment, a number of
shares equal in aggregate net asset value to the payment  amount are redeemed at
their net asset value on the Fund Business Day immediately preceding the date of
payment.  To the extent that the  redemptions  to make plan payments  exceed the
number of shares purchased through  reinvestment of dividends and distributions,
the redemptions  reduce the number of shares  purchased on original  investment,
and may ultimately liquidate a shareholder's investment.  Because the withdrawal
plan involves the  redemption of Fund shares,  such  withdrawals  may constitute
taxable events to the shareholder,  but the Fund does not expect that there will
be any realizable capital gains.
   
Investments  Through Employee Benefit and Savings Plans.  Certain  qualified and
non-qualified  benefit  and  savings  plans may make  shares of the Fund and the
other  Evergreen  mutual  funds  available  to their  participants.  Each Fund's
investment   adviser  may  provide   compensation  to  organizations   providing
administrative  and  recordkeeping  services  to plans  which make shares of the
Evergreen mutual funds available to their participants.
    
Automatic Reinvestment Plan. For the convenience of investors, all dividends and
distributions are automatically  reinvested in full and fractional shares of the
Fund at the net  asset  value per  share at the  close of  business  on the last
business  day of each month,  unless  otherwise  requested by a  shareholder  in
writing. If the transfer agent does not receive a written request for subsequent
dividends  and/or  distributions to be paid in cash at least three full business
days prior to a given record date, the dividends and/or distributions to be paid
to a  shareholder  will be  reinvested.  If you elect to receive  dividends  and
distributions in cash and the U.S. Postal Service cannot deliver the checks,  or
if the checks remain uncashed for six months, the checks will be reinvested into
your account at the then current net asset value.

Tax  Sheltered  Retirement  Plans.  You may open a pension  and  profit  sharing
account in any Evergreen  mutual fund (except those funds having an objective of
providing  tax free  income),  including:  (i)  Individual  Retirement  Accounts
("IRAs") and Rollover  IRAs;  (ii)  Simplified  Employee  Pension (SEP) for sole
proprietors,  partnerships and corporations;  and (iii) Profit-Sharing and Money
Purchase Pension Plans for corporations and their employees.

         The Fund sells and  redeems its shares on a  continuing  basis at their
net asset value and does not impose a charge for either sales or redemptions.

         In order to maximize  earnings on its portfolio,  the Fund normally has
its assets as fully  invested as is  practicable.  Many  securities in which the
Fund invests  require  immediate  settlement in funds of Federal  Reserve member
banks on deposit at a Federal Reserve Bank (commonly known as "Federal  Funds").
Accordingly,  the Fund does not accept a  subscription  or invest an  investor's
payment in  portfolio  securities  until the  payment  has been  converted  into
Federal Funds.

         Shares will be issued as of the first  determination  of the Fund's net
asset value per share made upon receipt of the investor's  purchase order at the
net asset value next  determined  after  receipt of the purchase  order.  Shares
begin accruing income dividends on the day they are purchased. The Fund reserves
the right to reject  any  subscription  for its  shares.  Certificates  for Fund
shares will not be issued to an investor.

         Shares are issued as of 12 noon, Eastern time, on any Fund Business Day
on which an order for the shares and accompanying  Federal Funds are received by
the Fund's  transfer agent before 12 noon.  Orders  accompanied by Federal Funds
and received after 12 noon, Eastern time, on a Fund Business Day will not result
in share  issuance  until the  following  Fund  Business  Day. Fund shares begin
accruing income on the day the shares are issued to an investor.

         There is no redemption  charge,  no minimum  period of  investment,  no
minimum amount for a redemption, and no restriction on frequency of withdrawals.
Proceeds of redemptions are paid by check. If a shareholder elects to redeem all
the  shares  of the  Fund he owns,  all  dividends  accrued  to the date of such
redemption  will be paid to the  shareholder  along  with  the  proceeds  of the
redemption.
   
         The right of  redemption  may not be  suspended  or the date of payment
upon redemption postponed for more than seven days after the shares are tendered
for redemption,  except for any period during which the New York Stock Exchange,
Inc. is closed  (other than  customary  weekend and holiday  closings) or during
which the SEC determines that trading  thereon is restricted,  or for any period
during which an emergency (as determined by the SEC) exists as a result of which
disposal by the Fund of its portfolio  securities is not reasonably  practicable
or as a result of which it is not reasonably  practicable for the Fund fairly to
determine  the value of its net assets,  or for such other period as the SEC may
by order permit for the protection of the shareholders of the Fund.
    

         Redemption  requests  received by the Fund's  transfer  agent before 12
noon,  Eastern time,  on any Fund Business Day become  effective at 12 noon that
day.  Shares  redeemed are not entitled to participate in dividends

                                       13
<PAGE>
declared  on the  day a  redemption  becomes  effective.  A  redemption  request
received after 12 noon, Eastern time, on any Fund Business Day becomes effective
on the next Fund Business Day.

         The Fund has  reserved  the  right to  close an  account  that  through
redemptions has remained below $1,000 for 30 days.  Shareholders will receive 60
days' written notice to increase the account value before the account is closed.

         The redemption of shares may result in the  investor's  receipt of more
or less than he paid for his shares and,  thus, in a taxable gain or loss to the
investor.

EFFECT OF BANKING LAWS

         The Glass-Steagall  Act limits the ability of a depository  institution
to become an underwriter or distributor of securities.  However,  it is the Fund
management's  position  that  banks  are not  prohibited  from  acting  in other
capacities  for  investment  companies,  such as  providing  administrative  and
shareholder  account  maintenance  services and receiving  compensation from the
Manager for providing such services.  However,  this is an unsettled area of the
law and if a determination contrary to the Fund management's position is made by
a  bank  regulatory  agency  or  court  concerning   shareholder  servicing  and
administration  payments to banks from the Manager,  any such  payments  will be
terminated and any shares  registered in the banks' names,  for their underlying
customers,  will be  reregistered in the name of the customers at no cost to the
Fund or its shareholders.  In addition,  state securities laws on this issue may
differ from the  interpretations  of Federal law expressed  herein and banks and
financial  institutions may be required to register as dealers pursuant to state
law.

- --------------------------------------------------------------------------------
                          DISTRIBUTION AND SERVICE PLAN
- --------------------------------------------------------------------------------

         Pursuant  to Rule 12b-1 under the 1940 Act,  the  Securities  and  
Exchange  Commission  has required  that an  investment  company which bears any
direct  or  indirect  expense  of  distributing  its  shares  must do so only in
accordance  with a plan  permitted by the Rule. The Fund's Board of Trustees has
adopted a distribution and service plan (the "Plan") and,  pursuant to the Plan,
the Fund and Reich & Tang Distributors,  Inc. (the  "Distributor")  have entered
into a  Distribution  Agreement  and a  Shareholder  Servicing  Agreement  (with
respect to Class A shares of the Fund only).

         Under the Distribution Agreement, the Distributor serves as distributor
of the Fund's shares and, for nominal  consideration  and as agent for the Fund,
will solicit  orders for the purchase of the Fund's  shares,  provided  that any
orders will not be binding on the Fund until accepted by the Fund as principal.

         Under the Shareholder  Servicing  Agreement,  the Distributor  receives
with respect only to the Class A shares a service fee equal to .25% per annum of
the  Fund's  average  daily  net  assets  of the Class A shares of the Fund (the
"Shareholder Servicing Fee") for providing personal shareholder services and for
the  maintenance  of  shareholder  accounts.  The fee is accrued  daily and paid
monthly and any  portion of the fee may be deemed to be used by the  Distributor
for payments to Participating  Organizations  with respect to their provision of
such services to their clients or customers who are  shareholders of the Class A
shares of the Fund.

   
         The Plan and the  Shareholder  Servicing  Agreement  provide  that,  in
addition  to  the  Shareholder   Servicing  Fee,  the  Fund  will  pay  for  (i)
telecommunications  expenses  including  the  cost of  dedicated  lines  and CRT
terminals,  incurred  by the  Distributor  and  Participating  Organizations  in
carrying out their  obligations  under the Shareholder  Servicing  Agreement and
with  respect to Class A Shares (ii)  preparing,  printing  and  delivering  the
Fund's  prospectus  to  existing  shareholders  of the  Fund and  preparing  and
printing subscription application forms for shareholder accounts.
    

         The Plan  provides that the Manager may make payments from time to time
from its own  resources,  which may include the  management fee and past profits
for the  following  purposes:  (i) to defray  the costs  of,  and to  compensate
others,  including  Participating  Organizations  with whom the  Distributor has
entered into written agreements,  for performing shareholder servicing on behalf
of the Class A shares  of the Fund;  (ii) to  compensate  certain  Participating
Organizations for providing assistance in distributing the Class A shares of the
Fund;  and  (iii) to pay the  costs of  printing  and  distributing  the  Fund's
prospectus to prospective  investors,  and to defray the cost of the preparation
and  printing  of  brochures  and  other  promotional  materials,   mailings  to
prospective  shareholders,   advertising,   and  other  promotional  activities,
including the salaries and/or  commissions of sales personnel in connection with
the  distribution  of the Fund's shares.  The Distributor may also make payments
from time to time from its own  resources,  which may  include  the  Shareholder
Servicing  Fee  (with  respect  to Class A  shares)  and past  profits,  for the
purposes  enumerated in (i) above.  The Distributor will determine the amount of
such payments  made  pursuant to the Plan,  provided that such payments will not
increase  the  amount  which  the Fund is  required  to pay to the  Manager  and
Distributor for any fiscal year under either the Investment  Management Contract
in effect for that year or under the Shareholder  Servicing  Agreement in effect
for that year.

   
        For the fiscal year ended August 31, 1997,  the total amount spent 
pursuant to the Plan for Class A shares was .34% of the average daily net assets
of the Fund,  of which .25% of the average daily net assets was paid by the Fund
to the  Distributor,  pursuant to the Shareholder  Servicing and  Administration
Agreement  and an amount

                                       14
<PAGE>
representing  .09% of the  average  daily net assets  was paid by the  Manager's
predecessor, $14,034 was utilized for compensation to sales personnel, $5,190 on
Prospectus printing and $1,759 on miscellaneous expenses.
    

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

- --------------------------------------------------------------------------------
                              FEDERAL INCOME TAXES
- --------------------------------------------------------------------------------
   
         The Fund  expects  to elect to  qualify  under the Code as a  regulated
investment  company that distributes  "exempt-interest  dividends" as defined in
the Code. The Fund's policy is to distribute as dividends each year 100% (and in
no event  less than  90%) of its  tax-exempt  interest  income,  net of  certain
deductions, and its investment company taxable income (if any). If distributions
are made in this manner,  the Fund will not be subject to either  Federal income
tax or any excise taxes imposed under the Code.  The dividends  derived from the
interest earned on Municipal Obligations will be "exempt-interest dividends" and
will not be subject to regular Federal income tax,  although as described below,
such  "exempt-interest  dividends" may be subject to Federal alternative minimum
tax.  Dividends  paid from  taxable  income,  if any, and  distributions  of any
realized   short-term   capital  gains  (whether  from   tax-exempt  or  taxable
obligations)  will be taxable to  shareholders  as  ordinary  income for Federal
income tax purposes, whether received in cash or reinvested in additional shares
of the Fund. The Fund does not expect to realize  long-term  capital gains,  and
thus  does not  contemplate  distributing  "capital  gain  dividends"  or having
undistributed  capital gain income within the meaning of the Code. The Fund will
inform  shareholders  of the  amount  and  nature of its  income  and gains in a
written notice mailed to shareholders  not later than 60 days after the close of
the Fund's taxable year. For Social Security recipients,  interest on tax-exempt
bonds,  including  tax-exempt interest dividends paid by the Fund, must be added
to adjusted gross income for purposes of computing the amount of Social Security
benefits  includible  in gross  income.  Interest on certain  "private  activity
bonds" (generally,  a bond issue in which more than 10% of the proceeds are used
for a non-governmental trade or business and which meets the private security or
payment  test,  or a bond issue  which meets the private  loan  financing  test)
issued after August 7, 1986 will constitute an item of tax preference subject to
the individual  alternative minimum tax. Corporations are required to include in
alternative  minimum  taxable  income 75% of the amount by which their  adjusted
current  earnings  (including  generally,  tax-exempt  interest)  exceeds  their
alternative  minimum  taxable  income  (determined  without  this tax item).  In
certain cases Subchapter S corporations  with  accumulated  earnings and profits
from Subchapter C years will be subject to a tax on "passive investment income",
including  tax-exempt  interest.  Investors  are urged to consult  their own tax
advisors regarding an investment in the Fund.
    
         With   respect  to   variable   rate  demand   instruments,   including
participation certificates therein, the Fund is relying on the opinion of Battle
Fowler LLP,  counsel to the Fund, that it will be treated for Federal income tax
purposes as the owner thereof and that the interest on the underlying  Municipal
Obligations  will be  exempt  from  regular  Federal  income  taxes to the Fund.
Counsel has pointed out that the Internal  Revenue Service has announced that it
will not  ordinarily  issue advance  rulings on the question of the ownership of
securities or participation interests therein subject to a put and could reach a
conclusion different from that reached by counsel.

         In South  Carolina v. Baker,  the United States Supreme Court held that
the Federal  government  may  constitutionally  require states to register bonds
they issue and may  subject  the  interest  on such bonds to Federal  tax if not
registered,  and  the  Court  further  held  that  there  is  no  constitutional
prohibition against the Federal government's taxing the interest earned on state
or other municipal  bonds.  The Supreme Court decision  affirms the authority of
the Federal  government  to regulate  and  control  bonds such as the  Municipal
Obligations and to tax such bonds in the future. The decision does not, however,
affect  the  current  exemption  from  taxation  of the  interest  earned on the
Municipal Obligations in accordance with Section 103 of the Code.


- --------------------------------------------------------------------------------
                                  FLORIDA TAXES
- --------------------------------------------------------------------------------

         The   following   is  based  upon  the  advice  of  Gunster,   Yoakley,
Valdes-Fauli & Stewart, PA., special Florida counsel to the Fund.

         The Fund will not be subject to income,  franchise  or other taxes of a
similar nature imposed by the State of Florida or its subdivisions,  agencies or
instrumentalities.   Florida  does  not  currently   impose  an  income  tax  on

                                       15
<PAGE>
individuals.  Thus,  individual  shareholders of the Fund will not be subject to
any Florida state income tax on distributions  received from the Fund.  However,
certain  distributions  will be  taxable  to  corporate  shareholders  which are
subject  to  Florida   corporate  income  tax.  Florida   currently  imposes  an
"intangibles  tax" at the annual  rate of 0.2% on certain  securities  and other
intangible  assets owned by Florida  residents.  Bonds (including  participation
certificates)  issued  by the State of  Florida  or its  subdivisions  ("Florida
Securities"),  as well as bonds issued by the government of the United States or
the governments of certain U.S. territories and possessions,  including Guam and
Puerto Rico (collectively,  "Federal  Securities"),  are exempt from the Florida
intangibles tax. If, on December 31 of any year, the Fund's  portfolio  consists
solely of Florida and Federal Securities,  the Fund's shares will be exempt from
the Florida  intangibles  tax.  If,  however,  the Fund's  December 31 portfolio
includes  any  nonexempt  securities,  then the  Fund  shares  owned by  Florida
residents may be subject to the Florida intangibles tax to the extent the Fund's
portfolio  includes  securities other than Federal  Securities.  The Fund itself
will not be subject to the Florida intangibles tax.

- --------------------------------------------------------------------------------
                               GENERAL INFORMATION
- --------------------------------------------------------------------------------
   
         The Fund was  established as a  Massachusetts  Business Trust under the
laws of the State of  Massachusetts on August 31, 1994 and it is registered with
the SEC as a non-diversified, open-end management investment company.
    
         The Fund  prepares  semi-annual  unaudited and annual  audited  reports
which  include a list of  investment  securities  held by the Fund and which are
sent to shareholders.
   
         As a general matter, the Fund will not hold annual or other meetings of
the Fund's  shareholders.  Meetings of shareholders may be called at any time by
the President, and at the request in writing, or by resolution, of a majority of
Trustees,  or upon the written request of shareholders to cast not less then 10%
of all the votes entitled to be cast at such meeting.  Annual and other meetings
may be required with respect to such additional  matters relating to the Fund as
may be  required  by the 1940 Act such as the  removal  of Fund  trustee(s)  and
communication among shareholders,  for the election of trustees, for approval of
revised  investment  advisory  contracts  with respect to a particular  class or
series of shares, for approval of revisions to the Fund's distribution agreement
with respect to a particular class or series of shares,  any registration of the
Fund with the SEC or any state,  or as the Trustees  may  consider  necessary or
desirable. Each Trustee serves until the next meeting of the shareholders called
for the purpose of considering the election or re-election of such Trustee or of
a successor to such Trustee,  and until the election and qualification of his or
her  successor,  elected at such a meeting,  or until such Trustee  sooner dies,
resigns, retires or is removed by the vote of the shareholders.

         For further information with respect to the Fund and the shares offered
hereby,  reference is made to the Fund's  registration  statement filed with the
SEC, including the exhibits thereto. The registration statement and the exhibits
thereto  may be examined at the  Commission  and copies  thereof may be obtained
upon payment of certain duplicating fees.
    

- --------------------------------------------------------------------------------
                                 NET ASSET VALUE
- --------------------------------------------------------------------------------

         The net  asset  value of the  Fund's  shares is  determined  as of 12
noon,  Eastern time, on each Fund Business Day. Fund Business Day means weekdays
(Monday through Friday) except customary  business  holidays and Good Friday. It
is computed by dividing the value of the Fund's net assets  (i.e.,  the value of
its securities and other assets less its liabilities, including expenses payable
or accrued but  excluding  capital  stock and  surplus)  by the total  number of
shares outstanding.

         The Fund's  portfolio  securities are valued at their amortized cost in
compliance  with the provisions of Rule 2a-7 under the 1940 Act.  Amortized cost
valuation  involves valuing an instrument at its cost and thereafter  assuming a
constant  amortization  to maturity of any  discount or premium,  except that if
fluctuating  interest  rates cause the market  value of the Fund's  portfolio to
deviate more than 1/2 of 1% from the value  determined on the basis of amortized
cost,  the  Board of  Trustees  will  consider  whether  any  action  should  be
initiated.  Although the amortized cost method provides  certainty in valuation,
it may result in periods  during which the value of an  instrument  is higher or
lower than the price an investment  company would receive if the instrument were
sold.  The Fund  intends to maintain a stable net asset value at $1.00 per share
although there can be no assurance that this will be achieved.

- --------------------------------------------------------------------------------
                          CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------
   
         Investors  Fiduciary Trust Company,  801  Pennsylvania  Street,  Kansas
City,  Missouri  64105 is custodian  for the Fund's cash and  securities.  State
Street Bank and Trust Company, P.O. Box 9021, Boston,  Massachusetts  02205-9827
is the registrar, transfer agent and dividend disbursing agent for the shares of
the Fund. The Fund's  transfer agent and custodian do not assist in, and are not
responsible for, investment decisions involving assets of the Fund.
    

                                       16
<PAGE>



Distributor
Evergreen Funds Distributor, Inc., 230 Park Avenue, New York, New York 10169

For further  information,  contact the Fund at 2500 Westchester Avenue Purchase,
New York 10577




537625 (REV01)
1/97


<PAGE>



FLORIDA
DAILY MUNICIPAL                                                 600 Fifth Avenue
INCOME FUND                                                 New York, N.Y. 10020
                                                                  (212) 830-5220
================================================================================


                       STATEMENT OF ADDITIONAL INFORMATION

   
               Relating to the Florida Daily Municipal Income Fund
                       Prospectus dated January 2 , 1998
    
                                     and the
   
             Evergreen Shares of Florida Daily Municipal Income Fund
                        Prospectus dated January 2 , 1998


This Statement of Additional  Information,  although not in itself a Prospectus,
expands upon and supplements the information contained in the current Prospectus
dated January 2, 1998, of Florida Daily Municipal  Income Fund and the Evergreen
Shares of Florida Daily Municipal  Income Fund (each the "Fund" dated January 2,
1998),  and should be read in conjunction  with the respective  Prospectus.  The
Fund's  Prospectus  may be obtained from any  Participating  Organization  or by
writing or calling the Fund.
    


If you wish to  invest  in  Evergreen  Shares  of the Fund you  should  obtain a
separate prospectus by writing to State Street Bank and Trust Company,  P.O. Box
9021,  Boston,  Massachusetts  02205-9827  or by calling  (800)  807-2840.  This
Statement of  Additional  Information  is  incorporated  by  reference  into the
respective Prospectus in its entirety.

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

                                                      Table of Contents
- ----------------------------------------------------------------------------------------------------------------------
Investment Objectives,                                         Net Asset Value......................................15
Policies and Risks......................................2      Yield Quotations.....................................15
Description of Municipal Obligations....................3      Manager..............................................16
Variable Rate Demand Instruments                                 Expense Limitation.................................18
  and Participation Certificates........................5      Management of the Fund...............................18
  When-Issued Securities................................7      Compensation Table...................................20
  Standby Commitments...................................7      Distribution and Service Plan........................20
Taxable Securities......................................8      Description of Shares................................21
  Repurchase Agreements.................................8      Federal Income Taxes.................................23
Florida Risk Factors....................................9      Florida Taxes........................................24
Investment Restrictions.................................13     Custodian and Transfer Agent.........................24
Portfolio Transactions..................................14     Description of Ratings...............................25
How to Purchase                                                Taxable Equivalent Yield Tables......................27
  and Redeem Shares.....................................15     Independent Auditor's Report.........................29
                                                               Financial Statements.................................30
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RISKS

As stated in the Prospectus, the Fund is a non-diversified, open-end, management
investment  company that is a  short-term,  tax-exempt  money  market fund.  The
Fund's  investment  objectives are to seek to provide Florida  residents with an
investment,  that is, to the extent possible, exempt from the Florida intangible
personal  property tax and to seek as high a level of current income exempt from
regular  Federal  tax, as is  believed to be  consistent  with  preservation  of
capital,  maintenance of liquidity and stability of principal.  No assurance can
be given  that these  objectives  will be  achieved.  The  following  discussion
expands upon the description of the Fund's investment objectives and policies in
the Prospectus.

The Fund's  assets will be invested  primarily in high quality debt  obligations
issued by or on behalf of the State of Florida,  other states,  territories  and
possessions   of  the   United   States   and   their   authorities,   agencies,
instrumentalities and political  subdivisions,  the interest on which is, in the
opinion of bond counsel to the issuer at the date of issuance,  currently exempt
from  regular  Federal  income  taxation   ("Municipal   Obligations")   and  in
participation  certificates (which, in the opinion of Battle Fowler LLP, counsel
to the  Fund,  cause  the Fund to be  treated  as the  owner  of the  underlying
Municipal  Obligations) in Municipal Obligations purchased from banks, insurance
companies or other financial institutions.  Dividends paid by the Fund which are
"exempt-interest  dividends" by virtue of being properly  designated by the Fund
as  derived  from  Municipal  Obligations  and  participation   certificates  in
Municipal  Obligations  will be exempt from Federal income tax provided the Fund
complies with Section  852(b)(5) of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code").  Although the Supreme Court has  determined  that
Congress  has the  authority  to  subject  the  interest  on  bonds  such as the
Municipal Obligations to regular Federal income taxation,  existing law excludes
such  interest  from  regular  Federal  income  tax.  However,  "exempt-interest
dividends" may be subject to the Federal alternative minimum tax.

Securities,  the  interest  income  on  which  may be  subject  to  the  Federal
alternative   minimum  tax  (including   participation   certificates   in  such
securities),  may be  purchased  by the  Fund  without  limit.  Securities,  the
interest income on which is subject to regular  Federal,  state and local income
tax, will not exceed 20% of the value of the Fund's total assets.  (See "Federal
Income Taxes"  herein.) To the extent the Fund's assets  consist  exclusively of
obligations (including participation certificates) issued by or on behalf of the
State of Florida or any Florida local governments,  or their  instrumentalities,
authorities or districts  ("Florida  Municipal  Obligations") or territories and
possessions   of  the   United   States   and   their   authorities,   agencies,
instrumentalities  and political  subdivisions  on December 31st of each taxable
year,  shareholders  of the Fund  will be  exempt  from the  Florida  intangible
personal property tax. (See "Florida Taxes" herein.) To the extent that suitable
Florida Municipal  Obligations are not available for investment by the Fund, the
Fund may purchase Municipal  Obligations issued by other states,  their agencies
and instrumentalities,  the dividends on which will be designated by the Fund as
derived  from  interest  income which will be, in the opinion of bond counsel to
the issuer at the date of  issuance,  exempt from  regular  Federal  income tax.
Except as a  temporary  defensive  measure  during  periods  of  adverse  market
conditions as  determined  by the Manager,  the Fund will invest at least 65% of
its assets in Florida  Municipal  Obligations,  although the exact amount of the
Fund's assets  invested in such securities will vary from time to time. The Fund
seeks  to  maintain  an  investment  portfolio  with a  dollar-weighted  average
maturity of 90 days or less and to value its  investment  portfolio at amortized
cost and  maintain a net asset value at a $1.00 per share of each  Class.  There
can be no assurance that this value will be maintained.

The Fund may hold  uninvested  cash  reserves  pending  investment.  The  Fund's
investments   may  include   "when-issued"   Municipal   Obligations,   stand-by
commitments and taxable repurchase agreements. Although the Fund will attempt to
invest  100%  of its  assets  in  Municipal  Obligations  and  in  participation
certificates in Municipal Obligations,  the Fund reserves the right to invest up
to 20% of the value of its total assets in  securities,  the interest  income on
which is subject to regular  Federal,  state and local income tax. The Fund will
invest more than 25% of its assets in participation  certificates purchased from
banks in industrial  revenue bonds and other Florida Municipal  Obligations.  In
view of this  "concentration"  in bank  participation  certificates  in  Florida
Municipal  Obligations,  an  investment  in Fund  shares  should be made with an
understanding of the characteristics of the banking industry and the risks which
such an  investment  may entail.  (See  "Variable  Rate Demand  Instruments  and
Participation  Certificates"  herein.)  The  investment  objectives  of the Fund
described in the preceding  paragraphs of this section may not be changed unless
approved by the holders of a majority of the outstanding shares of the Fund that
would be affected by such a change.  As used herein,  the term  "majority of the
outstanding shares" of the Fund means,  respectively,  the vote of the lesser of
(i) 67% or more of the shares of the Fund  present at a meeting,  if the holders
of  more  than  50%  of the  outstanding  shares  of the  Fund  are  present  or
represented  by proxy,  or (ii) more than 50% of the  outstanding  shares of the
Fund.

The Fund may only purchase  Municipal  Obligations  that have been determined by
the Fund's  Board of  Trustees  to  present  minimal  credit  risks and that are
Eligible  Securities at the time of  acquisition.  The term Eligible  Securities
means (i) Municipal  Obligations  with remaining  maturities of 397 days or less
and rated in the two highest  short-term rating categories by any two nationally
recognized statistical rating organizations  ("NRSROs") or in such categories by
the only

                                       2
<PAGE>
NRSRO that has rated the Municipal  Obligations  (collectively,  the  "Requisite
NRSROs") (acquisition in the latter situation must also be ratified by the Board
of Trustees);  (ii) Municipal  Obligations with remaining maturities of 397 days
or less but that at the time of issuance were long-term  securities  (i.e., with
maturities  greater  than 366 days)  and  whose  issuer  has  received  from the
Requisite NRSROs a rating with respect to comparable  short-term debt in the two
highest  short-term rating categories;  and (iii) unrated Municipal  Obligations
determined  by the Fund's Board of Trustees to be of comparable  quality.  Where
the  issuer of a  long-term  security  with a  remaining  maturity  which  would
otherwise qualify it as an Eligible Security does not have rated short-term debt
outstanding,  the  long-term  security  is  treated  as  unrated  but may not be
purchased  if it has a  long-term  rating  from any NRSRO  that is below the two
highest long-term  categories.  A determination of comparability by the Board of
Trustees is made on the basis of its credit evaluation of the issuer,  which may
include an  evaluation  of a letter of  credit,  guarantee,  insurance  or other
credit facility issued in support of the Municipal  Obligations or participation
certificates.   (See  "Variable  Rate  Demand   Instruments  and   Participation
Certificates"  herein).  While there are several  organizations  that  currently
qualify  as  NRSROs,  two  examples  of NRSROs  are  Standard  & Poor's  Ratings
Services,  a  division  of  The  McGraw-Hill  Companies  ("S&P's")  and  Moody's
Investors  Service,  Inc.  ("Moody's").  The two  highest  ratings  by S&P's and
Moody's are "AAA" and "AA" by S&P's in the case of long-term  bonds and notes or
"Aaa" and "Aa" by  Moody's  in the case of bonds;  "SP-1" and "SP-2" by S&P's or
"MIG-1" and "MIG-2" by Moody's in the case of notes; "A-1" and "A-2" by S&P's or
"Prime-1" and "Prime-2" by Moody's in the case of tax-exempt  commercial  paper.
The highest rating in the case of variable and floating demand notes is "VMIG-1"
by Moody's and "SP-1/AA" by S&P's.  Such  instruments  may produce a lower yield
than would be available from less highly rated instruments.  The Fund's Board of
Trustees  has  determined  that  Municipal  Obligations  which are backed by the
credit of the Federal  Government will be considered to have a rating equivalent
to Moody's "Aaa". (See "Description of Ratings" herein.)

All  investments  by the Fund will mature or will be deemed to mature within 397
days or less from the date of acquisition  and the average  maturity of the Fund
portfolio (on a  dollar-weighted  basis) will be 90 days or less. The maturities
of variable rate demand  instruments held in the Fund's portfolio will be deemed
to be the longer of the period  required  before the Fund is entitled to receive
payment of the principal amount of the instrument  through demand, or the period
remaining  until  the  next  interest  rate  adjustment,   although  the  stated
maturities may be in excess of 397 days.

As a  non-diversified  investment  company,  the  Fund  is  not  subject  to any
statutory  restriction under the Investment Company Act of 1940, as amended (the
"1940  Act") with  respect to  investing  its  assets in one or  relatively  few
issuers. This  non-diversification may present greater risks than in the case of
a  diversified  company.  However,  the Fund  intends to qualify as a "regulated
investment  company" under Subchapter M of the Code. The Fund will be restricted
in that at the close of each  quarter  of the  taxable  year at least 50% of the
value of its total assets must be  represented by cash,  government  securities,
investment company securities and other securities limited in respect of any one
issuer to not more  than 5% in value of the total  assets of the Fund and to not
more than 10% of the outstanding  voting securities of such issuer. In addition,
at the close of each quarter of its taxable year,  not more than 25% in value of
the Fund's total assets may be invested in  securities  of one issuer other than
Government  securities.  The limitations  described in this paragraph  regarding
qualification as a "regulated  investment company" are not fundamental  policies
and may be revised to the extent applicable  Federal income tax requirements are
revised. (See "Federal Income Taxes" herein.)


DESCRIPTION OF MUNICIPAL OBLIGATIONS

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

(1)  Municipal  Bonds  with  remaining  maturities  of 397 days or less that are
     Eligible Securities at the time of acquisition.

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

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

     In addition, certain kinds of "private activity bonds" are issued by public
     authorities to provide funding for various  privately  operated  industrial
     facilities  (hereinafter  referred  to as  "industrial  revenue  bonds"  or
     "IRBs"). Interest on the IRBs is generally exempt, with certain exceptions,
     from regular  Federal  income tax  pursuant to Section  103(a) of the

                                       3
<PAGE>
     Code,  provided the issuer and corporate  obligor thereof  continue to meet
     certain conditions.  (See "Federal Income Taxes" herein.) IRBs are, in most
     cases,  revenue  bonds and do not  generally  constitute  the pledge of the
     credit of the  issuer of such  bonds.  The  payment  of the  principal  and
     interest on IRBs usually  depends  solely on the ability of the user of the
     facilities  financed by the bonds or other  guarantor to meet its financial
     obligations  and,  in certain  instances,  the pledge of real and  personal
     property as security  for  payment.  If there is no  established  secondary
     market for the IRBs,  the IRBs or the  participation  certificates  in IRBs
     purchased by the Fund will be supported by letters of credit, guarantees or
     insurance  that meet the  definition of Eligible  Securities at the time of
     acquisition  and provide the demand  feature  which may be exercised by the
     Fund at any time to provide  liquidity.  Shareholders  should note that the
     Fund may invest in IRBs acquired in transactions  involving a Participating
     Organization.  In accordance with Investment Restriction 6 herein, the Fund
     is  permitted  to  invest  up to 10%  of the  portfolio  in  high  quality,
     short-term Municipal Obligations (including IRBs) meeting the definition of
     Eligible  Securities  at the time of  acquisition  that may not be  readily
     marketable or have a liquidity feature.

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

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

(4)  Municipal  Leases,  which  may take  the form of a lease or an  installment
     purchase  or  conditional  sale  contract,  are  issued  by state and local
     governments  and  authorities  to acquire a wide variety of  equipment  and
     facilities  such  as  fire  and  sanitation  vehicles,   telecommunications
     equipment  and other  capital  assets.  Municipal  Leases  frequently  have
     special risks not normally  associated  with general  obligation or revenue
     bonds. Leases and installment purchase or conditional sale contracts (which
     normally  provide for title to the leased asset to pass  eventually  to the
     governmental  issuer) have evolved as a means for  governmental  issuers to
     acquire  property and  equipment  without  meeting the  constitutional  and
     statutory   requirements  for  the  issuance  of  debt.  The  debt-issuance
     limitations  of many  state  constitutions  and  statutes  are deemed to be
     inapplicable  because  of the  inclusion  in many  leases or  contracts  of
     "non-appropriation"  clauses that provide that the governmental  issuer has
     no obligation to make future  payments  under the lease or contract  unless
     money is appropriated for such purpose by the appropriate  legislative body
     on a yearly or other  periodic  basis.  To reduce this risk,  the Fund will
     only purchase Municipal Leases subject to a non-appropriation  clause where
     the payment of principal and accrued interest is backed by an unconditional
     irrevocable  letter of credit,  a guarantee,  insurance or other comparable
     undertaking of an approved financial institution.  These types of Municipal
     Leases may be  considered  illiquid  and subject to the 10%  limitation  of
     investments   in   illiquid   securities   set  forth   under   "Investment
     Restrictions"  contained herein. The Board of Trustees may adopt guidelines
     and  delegate  to  the  Manager  the  daily  function  of  determining  and
     monitoring the liquidity of Municipal Leases. In making such determination,
     the Board and the Manager may  consider  such  factors as the  frequency of
     trades for the  obligation,  the number of dealers  willing to  purchase or
     sell the  obligations  and the  number of other  potential  buyers  and the
     nature of the marketplace for the obligations, including the time needed to
     dispose of the  obligations  and the method of  soliciting  offers.  If the
     Board determines that any Municipal Leases are illiquid, such lease will be
     subject to the 10% limitation on investments in illiquid securities.

(5)  Any  other  Federal  tax-exempt,   and  to  the  extent  possible,  Florida
     tax-exempt  obligations  issued by or on behalf  of  states  and  municipal
     governments  and  their  authorities,   agencies,   instrumentalities   and
     political  subdivisions,  whose  inclusion in the Fund would be  consistent
     with the Fund's "Investment Objectives, Policies and Risks" and permissible
     under Rule 2a-7 under the 1940 Act.

   
Subsequent to its purchase by the Fund, a rated  Municipal  Obligation may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund.  If this occurs,  the Board of Trustees of the Fund shall  reassess
promptly  whether the Municipal  Obligation  presents  minimal  credit risks and
shall cause the Fund to take such action as

                                       4
<PAGE>
the Board of  Trustees  determines  is in the best  interest of the Fund and its
shareholders.  However, reassessment is not required if the Municipal Obligation
is disposed  of or matures  within five  business  days of the Manager  becoming
aware of the new rating  and  provided  further  that the Board of  Trustees  is
subsequently notified of the Manager's actions.
    

In addition,  in the event that a Municipal  Obligation  (1) is in default,  (2)
ceases to be an  Eligible  Security or (3) there is a  determination  that it no
longer  presents  minimal  credit risks,  the Fund will dispose of the Municipal
Obligation  absent a determination by the Fund's Board of Trustees that disposal
of the Municipal  Obligation  would not be in the best interests of the Fund. In
the event that the  Municipal  Obligation is disposed of it shall be disposed of
as soon as practicable consistent with achieving an orderly disposition by sale,
exercise  of any demand  feature or  otherwise.  In the event of a default  with
respect to a Municipal Obligation which immediately before default accounted for
1/2 of 1% or more of the Fund's total assets, the Fund shall promptly notify the
Securities and Exchange Commission of such fact and of the actions that the Fund
intends to take in  response to the  situation.  Certain  obligations  issued by
instrumentalities  of the United  States  Government  are not backed by the full
faith and credit of the United States Treasury but only by the  creditworthiness
of the  instrumentality.  The Fund's Board of Trustees has  determined  that any
obligation that depends directly,  or indirectly through a government  insurance
program or other  guarantee,  on the full faith and credit of the United  States
Government  will be considered to have a rating in the highest  category.  Where
necessary to ensure that the Municipal  Obligations  are Eligible  Securities or
where the  obligations are not freely  transferable,  the Fund will require that
the  obligation  to pay the  principal  and  accrued  interest  be  backed by an
unconditional irrevocable bank letter of credit, a guarantee, insurance or other
comparable  undertaking of an approved financial  institution that would qualify
the investment as an Eligible Security.


Variable Rate Demand Instruments and Participation Certificates

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

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


The  variable  rate  demand  instruments  that the Fund may  invest  in  include
participation certificates purchased by the Fund from banks, insurance companies
or other financial  institutions in fixed or variable rate, tax-exempt Municipal
Obligations  (expected to be concentrated in IRBs) owned by such institutions or
affiliated organizations.  The Fund will not purchase participation certificates
in fixed rate tax-exempt  Municipal  Obligations without obtaining an opinion of
counsel  that the Fund will be treated as the owner  thereof for Federal  income
tax purposes.  A participation  certificate gives the Fund an undivided interest
in the Municipal  Obligation  in the  proportion  that the Fund's  participation
interest  bears to the total  principal  amount of the Municipal  Obligation and
provides the demand repurchase  feature  described below.  Where the institution
issuing the participation  does not meet the Fund's  eligibility  criteria,  the
participation is backed by an irrevocable letter of credit or guaranty of a bank
(which may be the bank issuing the participation  certificate,  a bank issuing a
confirming  letter of credit to that of the issuing  bank,  or a bank serving as
agent of the  issuing  bank  with  respect  to the

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

                                       5
<PAGE>
possible  repurchase of the certificate of participation) or insurance policy of
an insurance company that the Board of Trustees of the Fund has determined meets
the  prescribed  quality  standards for the Fund. The Fund has the right to sell
the  participation  certificate back to the institution  and, where  applicable,
draw on the  letter  of credit or  insurance  after no more than 30 days  notice
either at any time or at specified  intervals not exceeding 397 days  (depending
on the terms of the  participation),  for all or any part of the full  principal
amount  of the  Fund's  participation  interest  in the  security  plus  accrued
interest.  The Fund intends to exercise the demand only (1) upon a default under
the terms of the bond documents,  (2) as needed to provide liquidity to the Fund
in order to make  redemptions  of Fund shares or (3) to maintain a high  quality
investment  portfolio.  The institutions issuing the participation  certificates
will retain a service and letter of credit fee (where  applicable) and a fee for
providing the demand repurchase feature, in an amount equal to the excess of the
interest  paid on the  instruments  over  the  negotiated  yield  at  which  the
participations  were purchased by the Fund. The total fees generally  range from
5% to 15% of the  applicable  prime  rate or other  interest  rate  index.  With
respect  to  insurance,  the  Fund  will  attempt  to  have  the  issuer  of the
participation  certificate  bear the cost of the  insurance,  although  the Fund
retains the option to purchase insurance if necessary, in which case the cost of
insurance will be an expense of the Fund subject to the expense  limitation (see
"Expense  Limitation"  herein).  The Manager has been  instructed  by the Fund's
Board of Trustees to continually  monitor the pricing,  quality and liquidity of
the  variable  rate  demand   instruments  held  by  the  Fund,   including  the
participation certificates,  on the basis of published financial information and
reports of the rating agencies and other bank  analytical  services to which the
Fund may subscribe. Although these instruments may be sold by the Fund, the Fund
intends to hold them until maturity, except under the circumstances stated above
(see "Federal Income Taxes" herein).

In view of the "concentration" of the Fund in bank participation certificates in
Florida Municipal Obligations, which may be secured by bank letters of credit or
guarantees,  an investment in the Fund should be made with an  understanding  of
the  characteristics  of the  banking  industry  and  the  risks  which  such an
investment may entail. Banks are subject to extensive  governmental  regulations
which  may  limit  both the  amounts  and  types of loans  and  other  financial
commitments  which may be made and interest rates and fees which may be charged.
The  profitability  of this industry is largely  dependent upon the availability
and cost of capital funds for the purpose of financing lending  operations under
prevailing money market conditions.  Also,  general economic  conditions play an
important  part in the operations of this industry and exposure to credit losses
arising from possible financial  difficulties of borrowers might affect a bank's
ability to meet its  obligations  under a letter of credit.  The Fund may invest
25% or more of the net assets of any portfolio in securities that are related in
such a way  that an  economic,  business  or  political  development  or  change
affecting  one  of  the  securities  would  also  affect  the  other  securities
including, for example, securities the interest upon which is paid from revenues
of similar type projects,  or securities the issuers of which are located in the
same state.

While the value of the underlying  variable rate demand  instruments  may change
with  changes in  interest  rates  generally,  the  variable  rate nature of the
underlying  variable rate demand instruments should minimize changes in value of
the  instruments.  Accordingly,  as interest  rates  decrease or  increase,  the
potential  for  capital   appreciation   and  the  risk  of  potential   capital
depreciation  is less than would be the case with a  portfolio  of fixed  income
securities.  The portfolio may contain  variable  maximum rates set by state law
and limit the degree to which interest on such variable rate demand  instruments
may  fluctuate;  to the extent it does,  increases  or decreases in value may be
somewhat greater than would be the case without such limits.  Additionally,  the
portfolio may contain variable rate demand  participation  certificates in fixed
rate  Municipal  Obligations.  The fixed  rate of  interest  on these  Municipal
Obligations  will  be a  ceiling  on the  variable  rate  of  the  participation
certificate.  In the event that  interest  rates  increased so that the variable
rate  exceeded  the  fixed  rate on the  Municipal  Obligations,  the  Municipal
Obligations  could no  longer  be  valued  at par and may cause the Fund to take
corrective  action,  including  the  elimination  of the  instruments  from  the
portfolio.  Because the adjustment of interest rates on the variable rate demand
instruments  is made in relation to movements of the  applicable  banks'  "prime
rates",  or other  interest  rate  adjustment  index,  the variable  rate demand
instruments are not comparable to long-term fixed rate securities.  Accordingly,
interest  rates on the variable rate demand  instruments  may be higher or lower
than current market rates for fixed rate obligations of comparable  quality with
similar maturities.

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

For purposes of determining  whether a variable rate demand  instrument  held by
the Fund matures within 397 days from the date of its acquisition,  the maturity
of the  instrument  will be deemed to be the longer of (1) the  period  required
before the Fund is entitled to receive  payment of the  principal  amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment. The maturity of a variable rate demand instrument will be determined
in the

                                       6
<PAGE>
same  manner  for  purposes  of  computing  the Fund's  dollar-weighted  average
portfolio  maturity.  If a  variable  rate  demand  instrument  ceases  to be an
eligible  security  it will be sold in the  market or  through  exercise  of the
repurchase demand feature to the issuer.

When-Issued Securities

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

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

Standby Commitments

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

The  amount  payable  to the Fund  upon its  exercise  of a  standby  commitment
normally  would  be  (1)  the  acquisition  cost  of  the  Municipal  Obligation
(excluding any accrued interest that the Fund paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the security,  plus (2) all interest accrued on
the security since the last interest payment date during the period the security
was owned by the Fund.  Absent  unusual  circumstances  relating  to a change in
market  value,  the Fund would  value the  underlying  Municipal  Obligation  at
amortized cost.  Accordingly,  the amount payable by a bank or dealer during the
time a standby  commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation.

The Fund's right to exercise a standby  commitment  would be  unconditional  and
unqualified.  A  standby  commitment  would  not be  transferable  by the  Fund,
although it could sell the underlying  Municipal  Obligation to a third party at
any time.

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

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

                                       7
<PAGE>
The Fund intends to acquire standby  commitments solely to facilitate  portfolio
liquidity  and does not intend to  exercise  its rights  thereunder  for trading
purposes.  The  purpose  of this  practice  is to  permit  the  Fund to be fully
invested in securities the interest on which is exempt from Federal income taxes
while preserving the necessary liquidity to purchase securities on a when-issued
basis,  to meet  unusually  large  redemptions  and to  purchase at a later date
securities other than those subject to the standby commitment.

The  acquisition  of a standby  commitment  would not  affect the  valuation  or
assumed maturity of the underlying Municipal  Obligations which will continue to
be valued in accordance  with the  amortized  cost method.  Standby  commitments
acquired by the Fund would be valued at zero in determining  net asset value. In
those  cases in  which  the Fund  paid  directly  or  indirectly  for a  standby
commitment,  its cost would be  reflected  as  unrealized  depreciation  for the
period  during which the  commitment  is held by the Fund.  Standby  commitments
would not affect the  dollar-weighted  average maturity of the Fund's portfolio.
The maturity of a security  subject to a standby  commitment  is longer than the
standby repurchase date.

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

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

TAXABLE SECURITIES

Although  the Fund will  attempt to invest 100% of its net assets in  tax-exempt
Municipal  Obligations,  the Fund may invest up to 20% of the value of its total
assets in securities of the kind described  below,  the interest income on which
is subject to regular Federal income tax, under any one or more of the following
circumstances:  (a) pending investment of proceeds of sales of Fund shares or of
portfolio   securities,   (b)  pending  settlement  of  purchases  of  portfolio
securities and (c) to maintain liquidity for the purpose of meeting  anticipated
redemptions.  In addition, the Fund may temporarily invest more than 20% in such
taxable securities when, in the opinion of the Manager, it is advisable to do so
because  of  adverse  market  conditions  affecting  the  market  for  Municipal
Obligations.  The kinds of taxable  securities  in which the Fund may invest are
limited to the following  short-term,  fixed-income  securities (maturing in 397
days or less from the time of purchase):  (1)  obligations  of the United States
Government or its agencies,  instrumentalities  or  authorities;  (2) commercial
paper meeting the definition of Eligible  Securities at the time of acquisition;
(3) certificates of deposit of domestic banks with assets of $1 billion or more;
and (4) repurchase agreements with respect to any Municipal Obligations or other
securities  which the Fund is  permitted to own.  (See  "Federal  Income  Taxes"
herein.)

Repurchase Agreements

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

                                       8
<PAGE>
FLORIDA RISK FACTORS

Because the Fund invests in Florida  issues,  it is  susceptible  to  political,
economic,  regulatory or other factors  affecting  issuers of Florida  Municipal
Obligations and bank participant  certificates  therein. The following is only a
brief  summary of the special  risk factors  affecting  the State of Florida and
does not  purport to be a complete  or  exhaustive  description  of all  adverse
conditions to which issuers of Florida obligations may be subject.

   
The State  Economy.  In 1980 the State of Florida (the "State")  ranked  seventh
among the fifty states with a population  of 9.7 million  people.  The State has
grown  dramatically since then and, as of April 1, 1995, ranked fourth among the
fifty states with an estimated  population of 14.1 million,  an overall increase
of approximately  32.7% since 1980. Net migration has been fairly steady with an
average of 224,240 new residents  each year from 1987 through  1996.  Since 1987
the prime working age population  (18-44) has grown at an average annual rate of
2.1%. The share of Florida's total working age population (18-59) to total state
population is approximately 54%. Non-farm  employment has grown by approximately
36% since 1985.  The service  sector is  Florida's  largest  employment  sector,
presently accounting for 87% of total non-farm employment. Manufacturing jobs in
Florida are concentrated in the area of high-tech and high value-added  sectors,
such as electrical and electronic  equipment as well as printing and publishing.
Foreign trade has  contributed  significantly  to Florida's  employment  growth.
Florida's  dependence on highly cyclical  construction and  construction-related
manufacturing has declined. Total contract construction employment as a share of
total  non-farm  employment  has  fallen  from a peak of over  10% in  1973,  to
approximately  7.5% in  1980,  to  approximately  5% in 1996.  Although  the job
creation rate for the State since 1987 is almost over two times the rate for the
nation as a whole,  in 1995 and 1996,  the  unemployment  rate for the State has
tracked below the national average. The average rate of unemployment for Florida
since 1987 is 6.2%, while the national average is also 6.2%. Because Florida has
a proportionately greater retirement age population, property income (dividends,
interest and rent) and transfer  payments (social security and pension benefits)
are a relatively more important source of income.  In 1995,  Florida  employment
income represented 60.6% of total personal income while, nationally,  employment
income represented 70.8% of total personal income.
    

The ability of the State and its local units of  government  to satisfy the Debt
Obligations  may be affected by numerous  factors  which  impact on the economic
vitality of the State in general and the particular region of the State in which
the issuer of the Debt  Obligations  is located.  South Florida is  particularly
susceptible  to  international  trade and  currency  imbalances  and to economic
dislocations in Central and South America, due to its geographical  location and
its involvement with foreign trade,  tourism and investment  capital.  South and
central   Florida  are  impacted  by  problems  in  the   agricultural   sector,
particularly with regard to the citrus and sugar industries.  Short-term adverse
economic  conditions may be created in these areas, and in the State as a whole,
due to crop  failures,  severe weather  conditions or other  agriculture-related
problems. The State economy also has historically been somewhat dependent on the
tourism and construction industries and is sensitive to trends in those sectors.

   
The State Budget.  Florida  prepares an annual  budget which is formulated  each
year  and  presented  to  the  Government  and  Legislature.   Under  the  State
Constitution  and  applicable  statutes,  the State budget as a whole,  and each
separate  fund within the State budget,  must be kept in balance from  currently
available  revenues during each State fiscal year. (The State's fiscal year runs
from July 1 through June 30.) The Governor and the  Comptroller of the State are
charged  with the  responsibility  of  ensuring  that  sufficient  revenues  are
collected to meet appropriations and that no deficit occurs in any State fund.

The financial operations of the State covering all receipts and expenditures are
maintained  through the use of four types of funds:  the General  Revenue  Fund,
Trust Funds,  the Working  Capital Fund and the Budget  Stabilization  Fund. The
majority of the State's tax revenues are  deposited in the General  Revenue Fund
and moneys in the General Revenue Fund are expended  pursuant to  appropriations
acts. In fiscal year 1995-96,  appropriations for education,  health and welfare
and public safety represented  approximately 51%, 31% and 14%, respectively,  of
funds available from the General Revenue Fund. The Trust Funds consist of moneys
received by the State which under law or trust  agreement are  segregated  for a
purpose  authorized  by law.  Revenues in the General  Revenue Fund which are in
excess of the amount needed to meet  appropriations  may be  transferred  to the
Working Capital Fund.

State Revenues.  Estimated  General  Revenues,  Working Capital Fund revenue and
Budget  Stabilization  funds of  $16,617.4  million for the fiscal year June 30,
1997  represent an increase of 6.7% over revenues for fiscal year ended June 30,
1996.  Estimated  Revenue for the fiscal year June 30, 1997 of $15,568.7 million
represents  an increase of 6.3% over the fiscal year ended June 30,  1996.  With
combined General Revenues,  Working Capital Fund and Budget  Stabilization  Fund
appropriations at $15,537.2  million,  unencumbered  reserves at fiscal year end
June 30, 1997 are estimated at $1,080.2 million.


                                       9
<PAGE>
In the fiscal year ended June 30, 1996, the State derived  approximately  66% of
its total direct revenues for deposit in the General Revenue Fund,  Trust Funds,
Working Capital Fund and Budget  Stabilization  funds from State taxes and fees.
Federal Funds and other special revenues  accounted for the remaining  revenues.
The greatest  single source of tax receipts in the State is the 6% sales and use
tax.  For the fiscal year ended June 30, 1996,  receipts  from the sales and use
tax totaled $11,461 million,  an increase of approximately  7.4% over the fiscal
year  ended  June 30,  1995.  In  addition  to the 6%  State  sales  tax,  local
governments may (by referendum)  assess a 0.5% or 1% discretionary  sales surtax
within their county. Proceeds from this local option sales tax are earmarked for
funding local infrastructure  programs and acquiring land for public recreation,
or the protection or  conservation  of local  resources in accordance with State
law. In  addition,  non-consolidated  counties  with a  population  in excess of
800,000 may levy a local option sales tax to fund indigent  health care. The tax
rate of this health care  surtax may not exceed  0.5% and the  combined  levy of
this  surtax  with the  infrastructure  surtax may not  exceed 1%.  Furthermore,
charter  counties  which adopted a charter prior to June 1, 1976 and each county
with a consolidated county/municipal government may (by referendum) assess up to
a 1%  discretionary  sales surtax within their  county,  to be earmarked for the
development,  construction,  maintenance and operation of a fixed guideway rapid
transit system or may be remitted to an expressway or  transportation  authority
for use on county roads,  bridges or bus systems,  or to service bonds financing
roads or bridges,  in accordance  with State law. The second  largest  source of
State  tax  receipts  is the tax on  motor  fuels  including  the  tax  receipts
distributed  to local  governments.  Receipts  from the taxes on motor fuels are
almost entirely dedicated to trust funds for specific purposes or transferred to
local  governments  and are not included in the General  Revenue  Fund.  For the
fiscal  year ended  June 30,  1996,  collections  of this tax  totaled  $1,923.0
million.

The State  currently does not impose a personal income tax.  However,  the State
does  impose  a  corporate  income  tax  on  the  net  income  of  corporations,
organizations,  associations and other artificial  entities for the privilege of
conducting  business,  deriving  income or  existing  within the State.  For the
fiscal year ended June 30, 1996,  receipts from the corporate income tax totaled
$1,162.7 million,  an increase of approximately  9.3% from the fiscal year ended
June 30, 1995.  The  Documentary  Stamp Tax  collections  totaled $775.2 million
during the fiscal year ended June 30, 1996, or  approximately  an 11.5% increase
from the fiscal year ended June 30, 1995. The Alcoholic  Beverage Tax, an excise
tax on beer,  wine and liquor and a major source of state funds,  totaled $441.5
million in the  fiscal  year June 30,  1996.  Additionally,  the State  levies a
surcharge on alcoholic  beverages sold for  consumption on the premises.  In the
fiscal year ended June 30, 1996, a total of $100.6  million was  collected  from
these  surcharges.  Collections of the Intangible  Personal  Property Tax raised
$895.9  million in the fiscal year ended June 30, 1996, a 9.5% increase from the
previous fiscal year. The Florida lottery  produced sales of $2.7 billion in the
fiscal year ended June 30, 1996 of which $788.1 million was used for education.
    

While the State  does not levy ad valorem  taxes on real  property  or  tangible
personal property, counties,  municipalities and school districts are authorized
by law,  and  special  districts  may be  authorized  by law, to levy ad valorem
taxes.  Under  the State  Constitution,  ad  valorem  taxes may not be levied by
counties,  municipalities,  school districts and water  management  districts in
excess of the  following  respective  millages  upon the assessed  value of real
estate and tangible personal  property:  for all county purposes,  10 mills; for
all municipal  purposes,  10 mills; for all school  purposes,  10 mills; and for
water  management  purposes,  either  0.05  mill  or 1.0  mill,  depending  upon
geographic location.  These millage limitations do not apply to taxes levied for
payment of bonds and taxes  levied for  periods  not longer  than two years when
authorized by a vote of the electors.  (Note:  one mill equals  one-tenth of one
cent.)

The State Constitution and statutes provide for the exemption of homesteads from
certain taxes. The homestead exemption is an exemption from all taxation, except
for  assessments for special  benefits,  up to a specific amount of the assessed
valuation of the homestead.  This exemption is available to every person who has
the legal or  equitable  title to real estate and  maintains  thereon his or her
permanent home. All permanent residents of the State are currently entitled to a
$25,000 homestead exemption from levies by all taxing authorities; however, such
exemption is subject to change upon voter approval.

As of  January 1,  1994,  the  annual  increase  in the  assessed  valuation  of
homestead  property  is  constitutionally  limited  to the  lesser  of 3% or the
increase in the Consumer  Price Index during the  relevant  year,  except in the
event of a sale thereof during such year, and except as to improvements  thereto
during such year.

Since municipalities, counties, school districts and other special purpose units
of local governments with power to issue general obligation bonds have authority
to increase the millage levy for voter approved  general  obligation debt to the
amount  necessary  to  satisfy  the  related  debt  service  requirements,   the
constitutional  valuation cap is not expected to adversely affect the ability of
these  entities to pay the  principal of or interest on such general  obligation
bonds. However, in periods of high inflation, those local government units whose
operating  millage levies are approaching the  constitutional

                                       10
<PAGE>
cap and whose tax base consists  largely of residential  real estate,  may, as a
result of the  constitutional  valuation cap, need to place greater  reliance on
non-ad valorem revenue sources to meet their operating budget needs.

State General  Obligation Bonds and State Revenue Bonds. The State  Constitution
does not  permit  the  State  to issue  debt  obligations  to fund  governmental
operations.  Generally,  the State Constitution  authorizes State bonds pledging
the full faith and credit of the State only to finance or refinance  the cost of
State fixed capital  outlay  projects,  upon approval by a vote of the electors,
and provided that the total outstanding  principal amount of such bonds does not
exceed 50% of the total tax revenues of the State for the two  preceding  fiscal
years.  Revenue bonds may be issued by the State or its agencies  without a vote
of the  electors  only to finance or refinance  the cost of State fixed  capital
outlay projects or higher education  student loans which are payable solely from
funds derived directly from sources other than State tax revenues.

Exceptions to the general provisions  regarding the full faith and credit pledge
of the State are  contained  in specific  provisions  of the State  Constitution
which  authorize  the pledge of the full faith and credit of the State,  without
electorate approval, but subject to specific coverage requirements, for: certain
road and bridge projects (including the actual and incidental costs of acquiring
real property or the rights thereto for state roads), county education projects,
State  higher  education   projects,   State  system  of  Public  Education  and
construction of air and water pollution control and abatement facilities,  solid
waste disposal facilities and certain other water facilities.

Local Bonds. The State  Constitution  provides that counties,  school districts,
municipalities,  special  districts  and local  governmental  bodies with taxing
powers may issue debt obligations  payable from ad valorem taxation and maturing
more than 12 months after  issuance,  only (i) to finance or  refinance  capital
projects  authorized by law, provided that electorate  approval is obtained;  or
(ii) to refund  outstanding debt obligations and interest and redemption premium
thereon at a lower net average interest cost rate.

Counties,  municipalities  and special districts are authorized to issue revenue
bonds to finance a variety of self-liquidating  projects pursuant to the laws of
the State, such revenue bonds to be secured by and payable from the rates, fees,
tolls,  rentals and other charges for the services and  facilities  furnished by
the  financed  projects.  Under  State  law,  counties  and  municipalities  are
permitted  to issue  bonds  payable  from  special  tax sources for a variety of
purposes,  and municipalities and special districts may issue special assessment
bonds.


Bond Ratings.  General  obligation  bonds of the State are currently rated Aa by
Moody's and AA by S&P's.

   
Florida Retirement System

This system was created in 1970 to provide a  retirement  and  survivor  benefit
program for participating  public  employees.  Although  retirement  coverage is
employee   noncontributory  and  there  are  cost-of-living   adjustments,   the
Constitution  does not allow any increase in the  benefits  unless that unit has
made provision for the funding of the increase on a sound actuarial  basis.  The
latest actuarial update of the Florida  Retirement System prepared as of July 1,
1996 indicated that the value of the assets  available for benefits funded 86.4%
of the pension benefit obligation.

Florida Hurricane Catastrophe Fund

The  Florida  Hurricane  Catastrophe  Fund (FHCF) was created in 1993 as a State
trust fund to provide reimbursement to qualified insurers for a portion of their
catastrophic hurricane losses; thereby creating additional insurance capacity to
ensure that covered  structures (and their  contents)  damages or destroyed in a
hurricane may be repaired or reconstructed as soon as possible. Payments made to
insurers  shall not  exceed the monies in the fund,  together  with the  maximum
amount of revenue bonds that may be issued by a county or municipality.
    

Litigation.  Due to its size and its broad range of  activities,  the State (and
its  officers and  employees)  are involved in numerous  routine  lawsuits.  The
managers  of the  departments  of the State  involved in such  routine  lawsuits
believed that the results of such pending litigation would not materially affect
the State's financial  position.  In addition to the routine  litigation pending
against the State, its officers and employees, the following lawsuits and claims
are also pending:


(A)  A lawsuit was filed  against the  Department  of Health and  Rehabilitative
     Services  (DHRS) and the  Comptroller  of the State of Florida  involving a
     number of  issues  arising  out of the  implementation  of a DHRS  computer
     system and seeking declaratory relief and money damages. DHRS filed motions
     to dismiss based on the theory that administrative  remedies set out in the
     contract  between  E.D.S.   Federal  Corporation  and  DHRS  had  not  been
     exhausted.  The trial  court,  however,  denied the  motion  which was then
     appealed to the First District Court of Appeal.  In an effort to bring this
     matter to a final hearing,  the parties  involved agreed to be heard in one
     proceeding before a Special Master. The Special Master recommended  against
     DHRS which,  including accrued interest,  approximates $50 million. DHRS is
     contesting the Special Master's recommendation.

                                       11
<PAGE>
(B)  Plaintiffs in a case have sought a declaration  that statutory  assessments
     on  certain  hospital  net  revenues  are  invalid,  unconstitutional,  and
     unenforceable  and request  temporary  and permanent  injunctive  relief be
     granted  prohibiting  the  enforcement  or collection of the assessment and
     that all monies paid to the State by the  plaintiffs  and the class members
     within the four years  preceding  the filing of the action be reimbursed by
     the defendants with interest.  In a trial hearing, the court ordered that a
     final  judgment be entered in favor of the State,  The trial court's ruling
     for the State has been  appealed  by the  plaintiff  at the First  District
     Court of Appeal, DCA No. 95-2244. Briefs have been filed and oral arguments
     have been  requested.  An unfavorable  outcome to this case could result in
     the possibility of refunds exceeding $100 million.

(C)  In an inverse  condemnation  suit  claiming  that the  actions of the State
     constitute a taking of certain  leases for which  compensation  is due, the
     Circuit Judge granted the State's motion for summary  judgment finding that
     the State had not deprived  plaintiff of any royalty  rights it might have.
     Plaintiff  appealed to the First District Court of Appeal, but the case was
     remanded to Circuit Court for trial.

(D)  In two cases,  plaintiffs have challenged the constitutionality of the $295
     fee  imposed  on  the  issuance  of  certificates  of  title  for  vehicles
     previously  titled  outside the State.  The circuit court  granted  summary
     judgment to the  plaintiff,  finding  that the fee  violated  the  Commerce
     Clause of the U.S.  Constitution.  The Court enjoined further collection of
     the fee and has  ordered  refunds  to all  those  who have  paid  since the
     statute came into existence in mid-1991.  The State appealed these cases to
     the Florida  Supreme Court.  The Florida Supreme Court upheld the refund of
     the impact fee and  directed  the Orange  County  Circuit  Court to oversee
     refund  procedures.  The  refund  exposure  is in excess  of $188  million.
     Refunds,  for the most  part,  have  been  made.  After  the  refunding  is
     completed,  this case will be concluded.  Additionally,  in a related suit,
     plaintiff  alleges that those who were  required to pay the $295 impact fee
     under the predecessor statute (Section 320.072, Florida Statutes, 1990) are
     also due a refund,  inasmuch as that  statute  also  violates  the Commerce
     Clause of the U.S.  Constitution.  Approximately  $29 million was collected
     under the  Statute.  The  Circuit  Court has  dismissed  this claim and the
     plaintiff has appealed to the Fourth District Court of Appeal.

(E)  The Florida Department of Transportation  (DOT) has filed an action against
     adjoining  property  owners  seeking a  declaratory  judgment from the Dade
     County Circuit Court that the DOT is not the owner of the property  subject
     to a claim by the U.S. Environmental  Protection Agency (EPA). This case is
     in the  preliminary  pleading  stage.  The EPA is seeking  clean-up  costs,
     pursuant  to the  Comprehensive  Environmental  Response  Compensation  and
     Liability  Act,  regarding  property  which the EPA alleges is owned by the
     FDOT (and formerly owned by CSX  Transportation,  Inc.). The EPA has agreed
     to  await  the  outcome  of  the  Department's  declaratory  action  before
     proceeding further.  If the Department is unsuccessful in its actions,  the
     possible clean-up costs could exceed $25 million.

 (F) In a class action suit, clients of residential  placement for the placement
     for the  developmentally  disabled are seeking  refunds for services  where
     children  were  entitled  to  free   education   under  the  Education  for
     Handicapped  Act (EHA).  The  district  court held that the State could not
     charge  maintenance fees for children between the ages of 5 and 17 based on
     the EHA. The State's potential cost of refunding these charges could exceed
     $42  million.  However,  attorneys  are in the  process  of  negotiating  a
     settlement amount.

(G)  Plaintiffs  have  challenged  the  constitutionality  of the Public Medical
     Assistance Trust Fund (PMATF) annual assessment on net operating revenue of
     free-standing   out-patient  facilities  offering  sophisticated  radiology
     services.  A trial has not been scheduled.  If the State is unsuccessful in
     its actions,  the potential  refund liability could amount to approximately
     $70 million.

(H)  An  action  has been  brought  by one  captain  and one  lieutenant  in the
     Department  of  Corrections  seeking  declaratory  judgment  that they (and
     potentially 700 others  similarly  situated) are not exempt employees under
     the Fair Labor Standard Act (FLSA) and, therefore, are entitled to overtime
     compensation  at a rate of not  less  than  one-and  one-half  times  their
     regular  rate of pay  for  overtime  hours  worked  since  April  1,  1992,
     including  liquidated  damages.  An answer has been filed and  discovery is
     underway.  If the outcome is  unfavorable,  the potential loss to the State
     could exceed $28 million.

(I)  A constitutional challenge to a portion of Chapter 88-555, Laws of Florida,
     has been made, whereby the Florida  Legislature amended the annual and sick
     leave benefits of State employees, decreasing the former and increasing the
     latter.  Several  employees' unions  challenged the Legislature's  actions,
     asserting that the  Legislature  had abridged  their right to  collectively
     bargain, as guaranteed by Article I, Section 6 of the Florida Constitution.
     The  Circuit  Court  ordered  the State to  reinstate  the  benefits of the
     affected  employees to the original  position  contained in the  employees'
     collective  bargaining  agreement  with the State.  The  District  Court of
     Appeal  agreed.  The Florida  Supreme  Court  reversed the lower courts and
     remanded the case to the Circuit Court,  holding that the public employees'
     collective   bargaining   rights   were   subject   to  the   Legislature's
     appropriations  power and that unilateral changes to

                                       12
<PAGE>
     collective  bargaining  agreements by the Legislature were permissible
     if  necessitated  by  failure  to  appropriate  enough  money  to fund  the
     agreement  as written.  The Supreme  Court  directed  the Circuit  Court to
     determine whether the legislative  appropriation was sufficient to fund the
     annual and sick leave provisions of the collective bargaining agreement.

     The Circuit Court determined that the appropriation for fiscal year 1988-89
     was  sufficient  and ruled that "the leave  benefits as negotiated  must be
     enforced." The District Court of Appeal affirmed.

     The  Defendant  State of Florida  filed a motion in Circuit  Court  seeking
     clarification  that the only  year for which  plaintiffs  are  entitled  to
     relief is fiscal year 1988-89.  At the hearing,  the plaintiffs  asserted a
     right to additional annual leave benefits from 1988 through the present,  a
     period not covered by the collective  bargaining  agreement in question and
     beyond the scope of relief sought in the  complaint.  On March 5, 1996, the
     Circuit  Court  ordered the State to restore  annual leave  credits for all
     employees in the  bargaining  units  represented  by the plaintiffs for the
     period of July 1, 1988  through the  present.  The State filed a motion for
     rehearing  on September 3, 1996.  On September 5, 1996,  the Circuit  Court
     refused to vacate or rehear the March 5, 1996 order. The State has appealed
     to the First  District  Court of Appeal.  On September 24, 1996,  the State
     filed a  suggestion  to certify the case  directly  to the Florida  Supreme
     Court for resolution.

     If upheld,  the cost of funding the Circuit Court's order may be as much as
     $579 million.

   
(J)  The  following  information  concerning  litigation  involving the State of
     Florida  has been  provided  by the State of  Florida  Department  of Legal
     Affairs.  Plaintiffs have challenged the  constitutionality of a portion of
     Chapter 88-555,  Laws of Florida,  whereby the Florida  Legislature amended
     the annual and sick  leave  benefits  of State  employees,  decreasing  the
     former and increasing the latter.  Several employees' unions challenged the
     Legislature's  actions,  asserting that the  Legislature had abridged their
     right to collectively bargain, as guaranteed by Article I, Section 6 of the
     Florida  Constitution.  The Florida  Supreme Court ordered the State to pay
     annual and sick leave for the year  1988-89 at the levels  contained in the
     collective bargaining agreement.

(K)  The State of Florida settled its lawsuit against The American  Tobacco Co.,
     et al. on August 18, 1997. The $11.3 billion settlement requires an initial
     payment  of $1  billion  to the State of  Florida  within  one year and the
     remainder of the settlement OT be paid over the next 24 years.
    

Summary.  Many factors including  national,  economic,  social and environmental
policies and  conditions,  most of which are not within the control of the State
or its local units of  government,  could affect or could have an adverse impact
on the financial condition of the State. Additionally, the limitations placed by
the State  Constitution  on the State and its  local  units of  government  with
respect to income taxation,  ad valorem  taxation,  bond  indebtedness and other
matters discussed above, as well as other applicable statutory limitations,  may
constrain  the  revenue-generating  capacity of the State and its local units of
government  and,  therefore,  the ability of the issuers of the Bonds to satisfy
their obligations thereunder.

There can be no assurance that general  economic  difficulties  or the financial
circumstances of Florida or its counties and  municipalities  will not adversely
affect the market value of Florida  Municipal  Obligations or the ability of the
obligors to pay debt service on such obligations.


INVESTMENT RESTRICTIONS

The Fund has adopted the following  fundamental  investment  restrictions  which
apply to all  portfolios  and  which may not be  changed  unless  approved  by a
majority  of the  outstanding  shares of each  series of the Fund's  shares that
would be affected by such a change. The Fund may not:

(1)  Make  portfolio  investments  other  than as  described  under  "Investment
     Objectives,  Policies  and Risks" or any other  form of Federal  tax-exempt
     investment which meets the Fund's high quality  criteria,  as determined by
     the Board of Trustees and which is  consistent  with the Fund's  objectives
     and policies.

(2)  Borrow Money. This restriction shall not apply to borrowings from banks for
     temporary or emergency (not leveraging) purposes,  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)  valued at market less liabilities
     (not  including  the amount  borrowed) at the time the  borrowing was made.
     While  borrowings  exceed 5% of the value of the Fund's total  assets,  the
     Fund will not make any investments. Interest paid on borrowings will reduce
     net income.

(3)  Pledge,  hypothecate,  mortgage or otherwise encumber its assets, except in
     an amount up to 15% of the  value of its  total  assets  and only to secure
     borrowings for temporary or emergency purposes.

                                       13
<PAGE>
(4)  Sell securities  short or purchase  securities on margin,  or engage in the
     purchase and sale of put,  call,  straddle or spread  options or in writing
     such  options,  except to the extent  that  securities  subject to a demand
     obligation  and standby  commitments  may be  purchased  as set forth under
     "Investment Objectives, Policies and Risks" herein.

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

(6)  Purchase  securities  subject  to  restrictions  on  disposition  under the
     Securities  Act of 1933  ("restricted  securities"),  except  the  Fund may
     purchase  variable rate demand  instruments which contain a demand feature.
     The Fund will not invest in a  repurchase  agreement  maturing in more than
     seven days if any such  investment  together with  securities  that are not
     readily marketable held by the Fund exceed 10% of the Fund's net assets.

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

(8)  Make loans to others, except through the purchase of portfolio investments,
     including repurchase agreements, as described under "Investment Objectives,
     Policies and Risks" herein.

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

(10) Invest more than 25% of its assets in the  securities  of  "issuers" in any
     single  industry,  provided  that the Fund may invest  more than 25% of its
     assets in bank participation  certificates and there shall be no limitation
     on the purchase of those Municipal Obligations and other obligations issued
     or   guaranteed  by  the  United   States   Government,   its  agencies  or
     instrumentalities.  When the assets and  revenues of an agency,  authority,
     instrumentality  or other political  subdivision are separate from those of
     the government creating the issuing entity and a security is backed only by
     the assets and revenues of the entity, the entity would be deemed to be the
     sole  issuer  of the  security.  Similarly,  in the  case of an  industrial
     revenue bond, if that bond is backed only by the assets and revenues of the
     non-governmental  user, then such  non-governmental user would be deemed to
     be the sole issuer. If, however, in either case, the creating government or
     some other entity, such as an insurance company or other corporate obligor,
     guarantees a security or a bank issues a letter of credit, such a guarantee
     or letter of credit would be  considered  a separate  security and would be
     treated as an issue of such government,  other entity or bank. With respect
     to 75% of the total  amortized  cost value of the Fund's  assets,  not more
     than 5% of the Fund's assets may be invested in securities that are subject
     to  underlying  puts from the same  institution,  and no single  bank shall
     issue its letter of credit and no single financial  institution shall issue
     a credit enhancement covering more than 5% of the total assets of the Fund.
     However, if the puts are exercisable by the Fund in the event of default on
     payment of principal and interest on the underlying security, then the Fund
     may invest up to 10% of its assets in securities  underlying puts issued or
     guaranteed by the same institution;  additionally,  a single bank can issue
     its letter of credit or a single  financial  institution can issue a credit
     enhancement  covering up to 10% of the Fund's assets,  where the puts offer
     the Fund such default protection.

(11) Invest in securities  of other  investment  companies,  except the Fund may
     purchase unit investment  trust  securities where such unit trusts meet the
     investment  objectives of the Fund and then only up to 5% of the Fund's net
     assets,  except as they may be acquired as part of a merger,  consolidation
     or acquisition of assets.

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

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


PORTFOLIO TRANSACTIONS

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

                                       14
<PAGE>
issuing  institution  for servicing the  underlying  obligation  and issuing the
participation  certificate,   letter  of  credit,  guarantee  or  insurance  and
providing the demand repurchase feature.

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

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

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


HOW TO PURCHASE AND REDEEM SHARES

The material relating to the purchase and redemption of shares in the Prospectus
is herein incorporated by reference.

NET ASSET VALUE
   
The Fund  does not  determine  net asset  value  per share of each  Class on the
following  holidays:  New Year's Day,  Martin Luther King, Jr. Day,  President's
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving and
Christmas.

The net asset value of each class of the Fund's  shares is  determined  as of 12
noon,  New York City time, on each Fund Business Day. It is computed by dividing
the value of the Fund's net assets (i.e.,  the value of its securities and other
assets less its liabilities, including expenses payable or accrued but excluding
capital  stock  and  surplus  for such  class)  by the  total  number  of shares
outstanding.
    

The Fund's portfolio securities are valued at their amortized cost in compliance
with the  provisions of Rule 2a-7 under the 1940 Act.  Amortized  cost valuation
involves  valuing an instrument at its cost and  thereafter  assuming a constant
amortization to maturity of any discount or premium,  except that if fluctuating
interest  rates cause the market  value of the Fund's  portfolio to deviate more
than 1/2 of 1% from the value  determined  on the basis of amortized  cost,  the
Board of Trustees  will  consider  whether any action  should be  initiated,  as
described  in the  following  paragraph.  Although  the  amortized  cost  method
provides certainty in valuation, it may result in periods during which the value
of an instrument  is higher or lower than the price an investment  company would
receive if the instrument were sold.

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

YIELD QUOTATIONS

The  Fund  calculates  a  seven-day  yield  quotation  using a  standard  method
prescribed by the rules of the  Securities and Exchange  Commission.  Under that
method, the Fund's yield figure, which is based on a chosen seven-day period, is
computed  as  follows:  the Fund's  return for the  seven-day  period  (which is
obtained  by  dividing  the net  change in the value of a  hypothetical  account
having a balance  of one share at the  beginning  of the  period by the value of
such  account at the  beginning  of the period  (expected to always be $1.00) is
multiplied  by  (365/7)  with the  resulting  annualized  figure  carried to

                                       15
<PAGE>
the  nearest   hundredth  of  one  percent).   For  purposes  of  the  foregoing
computation,  the  determination  of the net change in account  value during the
seven-day  period  reflects (i) dividends  declared on the original share and on
any additional  shares,  including the value of any additional  shares purchased
with  dividends  paid  on the  original  share  and  (ii)  fees  charged  to all
shareholder   accounts.   Realized   capital  gains  or  losses  and  unrealized
appreciation or depreciation of the Fund's portfolio securities are not included
in the computation.  Therefore annualized yields may be different from effective
yields quoted for the same period.

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

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

The Fund may from  time to time  advertise  its tax  equivalent  yield.  The tax
equivalent  yield is computed based upon a 30-day (or one month) period ended on
the  date of the  most  recent  balance  sheet  included  in this  Statement  of
Additional  Information,  computed by dividing  that portion of the yield of the
Fund (as computed  pursuant to the formulae  previously  discussed) which is tax
exempt by one minus a stated  income  tax rate and  adding  the  product to that
portion,  if any,  of the  yield of the  Fund  that is not tax  exempt.  The tax
equivalent  yield for the Fund may also  fluctuate  daily and does not provide a
basis for determining future yields.

   
The Fund may from time to time advertise a taxable  equivalent yield table which
shows the yield that an investor would need to receive from a taxable investment
in order to equal a tax-free yield from the Fund. (See "Taxable Equivalent Yield
Table" herein.)
    

MANAGER
   
The  Investment  Manager for the Fund is Reich & Tang Asset  Management  L.P., a
Delaware  limited  partnership with principal  offices at 600 Fifth Avenue,  New
York, New York 10020. The Manager was at December 30, 1997,  investment manager,
adviser,  or supervisor  with respect to assets  aggregating in excess of $10.67
billion.  In addition to the Fund,  the Manager acts as  investment  manager and
administrator  of fifteen other  investment  companies and also advises  pension
trusts, profit-sharing trusts and endowments.

Effective January 1, 1998, NEIC Operating  Partnership,  L.P.  ("NEICOP") is the
limited  partner  and owner of a 99.5%  interest in the  Manager  replacing  New
England Investment  Companies,  L.P. ("NEICLP") as the limited partner and owner
of such interest in the Manager due to a restructuring by New England Investment
Companies,  Inc. ("NEIC").  Reich & Tang Asset Management,  Inc. (a wholly-owned
subsidiary of NEICOP) is the sole general partner and owner of the remaining .5%
interest  of the  Manager.  NEIC,  a  Massachusetts  corporation,  serves as the
managing general partner of NEICOP.

The  Manager is a  wholly-owned  subsidiary  of  NEICOP,  but Reich & Tang Asset
Management,  Inc.,  its sole  general  partner,  is an  indirect  subsidiary  of
Metropolitan  Life Insurance  Company  ("MetLife").  Also,  MetLife directly and
indirectly owns  approximately 47% of the outstanding  partnership  interests of
NEICOP, and may be deemed a "controlling  person" of the Manager.  Reich & Tang,
Inc.  owns  directly  and  indirectly  approximately  13.7%  of the  outstanding
partnership interests of NEICOP.

MetLife is a mutual life  insurance  company  with  assets of $297.6  billion at
December 31, 1996. It is the second largest life insurance company in the United
States in terms of total assets. On August 30, 1996, The New England Mutual Life
Insurance Company ("The New England") and MetLife merged, with MetLife being the
continuing  company.  MetLife  provides a wide range of insurance and investment
products and services to  individuals  and groups and is the leader among United
States life insurance companies in terms of total life insurance in force, which
exceeded  $1.6  trillion  at December  31,  1996 for  MetLife and its  insurance
affiliates.  MetLife and its  affiliates  provide  insurance or other  financial
services to approximately 36 million people worldwide.

NEICOP is a holding company offering a broad array of investment styles across a
wide range of asset  categories  through  thirteen  subsidiaries,  divisions and
affiliates   offering  a  wide  array  of  investment  styles  and  products  to
institutional  clients.

                                       16
<PAGE>
Its business units, in addition to the manager,  include AEW Capital Management,
L.P., Back Bay Advisors,  L.P., Capital Growth Management,  Limited Partnership,
Greystone  Partners,  L.P.,  Harris  Associates,  L.P.,  Jurika & Voyles,  L.P.,
Loomis, Sayles & Company,  L.P., New England Funds, L.P., New England Investment
Associates,  Inc., Snyder Capital Management, L.P., Vaughan, Nelson, Scarborough
& McCullough,  L.P., and Westpeak Investment Advisors,  L.P. These affiliates in
the  aggregate  are  investment  advisors  or  managers  to 80 other  registered
investment companies.

The recent  restructuring of NEICLP did not result in a change in control of the
Manager and has no impact upon the Manager's performance of its responsibilities
and  obligations.  The merger between The New England and MetLife resulted in an
"Assignment" of the Investment  Management  Contract relating to the Fund. Under
the 1940 Act,  such an  Assignment  caused  the  automatic  termination  of this
agreement. On November 28, 1995, the Board of Directors, including a majority of
the directors who are not interested persons (as defined in the 1940 Act) of the
Fund or the Manager,  approved a new Investment  Management  Contract  effective
August  30,  1996,  which has a term which  extends to July 31,  1998 and may be
continued in force thereafter for successive twelve-month periods beginning each
August 1,  provided that such  majority  vote of the Fund's  outstanding  voting
securities  or by a  majority  of the  directors  who  are  not  parties  to the
Investment Management Contract or interested persons of any such party, by votes
cast in person at a meeting called for the purpose of voting on such matter.
    

The  Investment   Management   Contract  was  approved  by  a  majority  of  the
shareholders  of the Fund on  April 4,  1996 and  contains  the same  terms  and
conditions governing the Manager's investment management responsibilities as the
Fund's previous Investment  Management  Contract with the Manager,  except as to
the date of execution and termination.

The merger and the change in control of the Manager is not  expected to have any
impact upon the Manager's  performance of its  responsibilities  and obligations
under the new Investment Management Contract.

The Manager provides  persons  satisfactory to the Board of Trustees of the Fund
to serve as  officers  of the Fund.  Such  officers,  as well as  certain  other
employees and trustees of the Fund, may be directors or officers of Reich & Tang
Asset Management, Inc., the sole general partner of the Manager, or employees of
the Manager or its affiliates.

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

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

Under the Investment  Management Contract,  the Manager receives from the Fund a
fee of .40% per  annum of the  Fund's  average  daily net  assets.  The fees are
accrued daily and paid monthly.

Pursuant to the Administrative Services Contract with the Fund, the Manager also
performs clerical, accounting supervision,  office service and related functions
for the  Fund  and  provides  the  Fund  with  personnel  to (i)  supervise  the
performance of accounting related services by Investors Fiduciary Trust Company,
the Fund's  bookkeeping  or  recordkeeping  agent,  (ii) prepare  reports to and
filings with regulatory authorities and (iii) perform such other services as 
the Fund may from time to time request of the Manager.  The personnel  rendering
such  services may be employees of the Manager,  of its  affiliates  or of other
organizations.  The Manager at its  discretion  may  voluntarily  waive all or a
portion  of the  management  fee.  For its  services  under  the  Administrative
Services Contract, the Manager receives from the Fund a fee of .21% per annum of
the Fund's average daily net assets.

   
For the Fund's  fiscal years ended  August 31, 1997,  August 31, 1996 and August
31,  1995,  the fee  payable  to the  Manager  under the  Investment  Management
Contract was $342,844  $170,022,  and $165,350,  respectively of which $262,474,
$170,022 and $165,350 was voluntarily waived. The Fund's net assets at the close
of business on August 31, 1997 totaled  $108,464,871.  The Manager may waive its
rights to any  portion  of the  management  fee and may use any  portion  of the
Management  fee for  purposes of  shareholder  and  administrative  services and
distribution of the Fund's shares.
    

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

                                       17
<PAGE>
Investment management fees and operating expenses which are attributable to both
Classes of the Fund will be  allocated  daily to each Class  share  based on the
percentage of outstanding shares at the end of the day.  Additional  shareholder
services  provided  by  Participating  Organizations  to  Class  A  shareholders
pursuant  to  the  Plan  shall  be  compensated  by  the  Distributor  from  its
shareholder  servicing  fee,  the Manager from its  management  fee and the Fund
itself.  Expenses  incurred  in the  distribution  of  Class  B  shares  and the
servicing of Class B shares shall be paid by the Manager.


Expense Limitation

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

The Fund may  from  time to time  hire its own  employees  or  contract  to have
management   services  performed  by  third  parties  (including   Participating
Organizations) as discussed herein, and the management of the Fund intends to do
so  whenever  it  appears  advantageous  to the Fund.  The Fund's  expenses  for
employees  and for such  services are among the expenses  subject to the expense
limitation  described  above.  As a result of the recent passage of the National
Securities Markets  Imporvement Act of 1996, all state expense  limitations have
been eliminated at this time.

MANAGEMENT OF THE FUND

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

   
Steven W. Duff,  42 - President  and Trustee of the Fund has been,  President of
the Mutual Funds  division of the Manager  since  September  1994.  Mr. Duff was
formerly  Director of Mutual Fund  Administration  at  NationsBank  which he was
associated  with from June 1981 to August  1994.  Mr.  Duff is  President  and a
Director of California Daily Tax Free Income Fund, Inc.,  Connecticut  Daily Tax
Free Income Fund, Inc.,  Cortland Trust, Inc., Daily Tax Free Income Fund, Inc.,
Michigan  Daily Tax Free Income Fund,  Inc., New Jersey Daily  Municipal  Income
Fund,  Inc.,  New York Daily Tax Free Income Fund,  Inc.,  North  Carolina Daily
Municipal  Income Fund,  Inc.,  Short Term Income Fund,  Inc. and Virginia Daily
Municipal Income Fund, Inc., President and Trustee of Institutional Daily Income
Fund and Pennsylvania  Daily Municipal Income Fund,  Executive Vice President of
Reich & Tang Equity Fund, Inc., and President and Chief Executive Officer of Tax
Exempt Proceeds Fund, Inc.
    

Dr.  W.  Giles  Mellon,  65 - Trustee  of the Fund,  is  Professor  of  Business
Administration  and  Area  Chairman  of  Economics  in the  Graduate  School  of
Management, Rutgers University with which he has been associated since 1966. His
address is Rutgers  University  Graduate  School of  Management,  92 New Street,
Newark,  New Jersey 07102. Dr. Mellon is also a Director of California Daily Tax
Free Income Fund, Inc.,  Connecticut Daily Tax Free Income Fund, Inc., Daily Tax
Free Income Fund,  Inc.,  Delafield Fund,  Inc.,  Michigan Daily Tax Free Income
Fund,  Inc., New Jersey Daily Municipal  Income Fund, Inc., North Carolina Daily
Municipal  Income Fund,  Inc., Reich & Tang Equity Fund, Inc., Short Term Income
Fund,  Inc. and Virginia  Daily  Municipal  Income Fund,  Inc. and a Trustee of
Institutional Daily Income Fund, Pennsylvania Daily Municipal Income Fund.

Robert  Straniere,  55 - Trustee of the Fund,  has been a member of the New York
State Assembly and a partner with the Straniere & Straniere Law Firm since 1981.
His address is 182 Rose Avenue,  Staten Island, New York 10306. Mr. Straniere is
also a Director of  California  Daily Tax Free Income  Fund,  Inc.,  Connecticut
Daily Tax Free Income Fund,

                                       18
<PAGE>
Inc., Daily Tax Free Income Fund, Inc.,  Delafield Fund, Inc., Life Cycle Funds,
Inc.,  Michigan  Daily Tax Free Income Fund,  Inc.,  New Jersey Daily  Municipal
Income Fund,  Inc.,  North Carolina Daily Municipal  Income Fund,  Inc., Reich &
Tang Equity  Fund,  Inc.,  Short Term Income  Fund,  Inc.,  and  Virginia  Daily
Municipal  Income Fund, Inc. and a Trustee of  Institutional  Daily Income Fund,
Pennsylvania Daily Municipal Income Fund.

Dr.  Yung  Wong,  57 - Trustee  of the Fund,  was  Director  of Shaw  Investment
Management  (UK)  Limited  from 1994 to October  1995 and formerly was a General
Partner of Abacus Limited  Partnership (a general  partner of a venture  capital
investment  firm) from 1984 to 1994.  His address is 29 Alden  Road,  Greenwich,
Connecticut   06831.  Dr.  Wong  is  a  Director  of  Republic  Telecom  Systems
Corporation (provider of  telecommunications  equipment) since January 1989, and
of TelWatch,  Inc. (provider of network management  software) since August 1989.
Dr. Wong is also a Director of  California  Daily Tax Free  Income  Fund,  Inc.,
Connecticut  Daily Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc.,
Delafield  Fund,  Inc.,  Michigan  Daily Tax Free Income Fund,  Inc., New Jersey
Daily Municipal  Income Fund,  Inc., North Carolina Daily Municipal Income Fund,
Inc., Reich & Tang Equity Fund,  Inc., Short Term Income Fund,  Inc.and Virginia
Daily Municipal  Income Fund, Inc. and a Trustee of  Institutional  Daily Income
Fund, Pennsylvania Daily Municipal Income Fund.

   
Molly Flewharty, 45 - Vice President of the Fund has been, Vice President of the
Mutual Funds division of the Manager since  September  1993.  Ms.  Flewharty was
formerly Vice President of Reich & Tang, Inc. which she was associated with from
December  1977 to  September  1993.  Ms.  Flewharty  is also Vice  President  of
California Daily Tax Free Income Fund, Inc.,  Connecticut  Daily Tax Free Income
Fund, Inc.,  Cortland Trust,  Inc., Daily Tax Free Income Fund, Inc.,  Delafield
Fund,  Inc.,  Institutional  Daily Income Fund,  Michigan  Daily Tax Free Income
Fund,  Inc.,  New York  Daily Tax Free  Income  Fund,  Inc.,  New  Jersey  Daily
Municipal  Income Fund,  Inc., North Carolina Daily Municipal Income Fund, Inc.,
Pennsylvania  Daily Municipal Income Fund, Reich & Tang Equity Fund, Inc., Short
Term Income Fund,  Inc.,  Tax Exempt  Proceeds  Fund,  Inc.  and Virginia  Daily
Municipal Income Fund, Inc.

Lesley M. Jones, 48 - Vice President of the Fund has been, Senior Vice President
of the Mutual Funds  division of the Manager since  September 1993 which she was
associated with from April 1973 to September 1993. Ms. Jones was formerly Senior
Vice  President  of Reich & Tang,  Inc.  Ms.  Jones is also a Vice  President of
California Daily Tax Free Income Fund, Inc.,  Connecticut  Daily Tax Free Income
Fund,  Inc.,   Daily  Tax  Free  Income  Fund,   Inc.,   Delafield  Fund,  Inc.,
Institutional  Daily Income Fund, Michigan Daily Tax Free Income Fund, Inc., New
Jersey Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Pennsylvania  Daily
Municipal  Income Fund,  Reich & Tang Equity Fund, Inc., Short Term Income Fund,
Inc. and Virginia Daily Municipal Income Fund, Inc.
    

   
Dana E.  Messina,  40 - Vice  President  of the  Fund has  been  Executive  Vice
President of the Mutual Funds division of the Manager since January 1995 and was
Vice  President  from  September  1993 to January 1995. Ms. Messina was formerly
Vice President of Reich & Tang, Inc. which she was associated with from December
1980 to September  1993. Ms. Messina is also Vice President of California  Daily
Tax Free  Income  Fund,  Inc.,  Connecticut  Daily Tax Free Income  Fund,  Inc.,
Cortland Trust,  Inc., Daily Tax Free Income Fund,  Inc.,  Delafield Fund, Inc.,
Institutional  Daily Income Fund, Michigan Daily Tax Free Income Fund, Inc., New
Jersey Daily Municipal  Income Fund,  Inc., New York Daily Tax Free Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Pennsylvania  Daily
Municipal  Income Fund,  Reich & Tang Equity Fund, Inc., Reich & Tang Government
Securities  Trust,  Short Term Income Fund, Inc., Tax Exempt Proceeds Fund, Inc.
and Virginia Daily Municipal Income Fund, Inc.

Bernadette  N. Finn,  50 - Secretary of the Fund has been Vice  President of the
Mutual Funds division of the Manager since September 1993. Ms. Finn was formerly
Vice  President  and  Assistant  Secretary of Reich & Tang,  Inc.  which she was
associated  with  from  September  1970  to  September  1993.  Ms.  Finn is also
Secretary of California Daily Tax Free Income Fund, Inc.,  Connecticut Daily Tax
Free Income Fund, Inc., Cortland Trust, Inc., Daily Tax Free Income Fund, Inc.,
Institutional  Daily Income Fund, Michigan Daily Tax Free Income Fund, Inc., New
York Daily Tax Free Income Fund,  Inc., New Jersey Daily Municipal  Income Fund,
Inc.,  North Carolina Daily  Municipal  Income Fund,  Inc.,  Pennsylvania  Daily
Municipal  Income Fund, Tax Exempt  Proceeds Fund, Inc. and a Vice President and
Secretary of Delafield Fund,  Inc.,  Reich & Tang Equity Fund,  Inc., Short Term
Income Fund, Inc. and Virginia Daily Municipal Income Fund, Inc.

Richard De Sanctis, 40 - Treasurer of the Fund has been Treasurer of the Manager
since  September  1993. Mr. De Sanctis was formerly  Controller of Reich & Tang,
Inc.  from January 1991 to September  1993 and Vice  President  and Treasurer of
Cortland Financial Group, Inc. and Vice President of Cortland Distributors, Inc.
from 1989 to December  1990. He is also  Treasurer of California  Daily Tax Free
Income Fund, Inc.,  Connecticut Daily Tax Free Income Fund, Inc., Daily Tax Free
Income  Fund,  Inc.,  Delafield  Fund,  Inc.,  Institutional  Daily Income Fund,
Michigan  Daily Tax Free Income Fund,  Inc., New Jersey Daily  Municipal  Income
Fund,  Inc.,  New York Daily Tax Free Income Fund,  Inc.,  North  Carolina Daily
Municipal Income Fund, Inc.,  Pennsylvania  Daily Municipal Income Fund, Reich &
Tang Equity Fund,  Inc., Short

                                       19
<PAGE>
Term Income Fund,  Inc.,  Tax Exempt  Proceeds  Fund,  Inc.  and Virginia  Daily
Municipal  Income Fund,  Inc. and is Vice  President  and  Treasurer of Cortland
Trust, Inc.

The Fund paid an aggregate remuneration of $6000 to its Trustees with respect to
the period ended August 31, 1997, all of which  Trustees' fees paid to the three
disinterested  Trustees,  pursuant  to the  terms of the  Investment  Management
Contract (See "Manager" herein.)
    

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

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

                               COMPENSATION TABLE

         (1)                     (2)                     (3)                     (4)                        (5)

                       Aggregate Compensation   Pension or Retirement                             Total Compensation from
   Name of Person,       from Registrant for     Benefits Accrued as       Estimated Annual     Fund and Fund Complex Paid
      Position               Fiscal Year        Part of Fund Expenses  Benefits upon Retirement        to Trustees*

   
  W. Giles Mellon,             $2,000                     0                       0                 $53,000 (15 Funds)
      Director

  Robert Straniere,            $2,000                     0                       0                 $53,000 (15 Funds)
      Director

     Yung Wong,                $2,000                     0                       0                 $53,000 (15 Funds)
      Director


* The total  compensation  paid to such persons by the Fund and Fund Complex for
the fiscal year  ending  August 31,  1997 (and,  with  respect to certain of the
funds in the Fund  Complex,  estimated  to be paid during the fiscal year ending
August 31, 1997). The  parenthetical  number represents the number of investment
companies (including the Fund) from which such person receives compensation that
are considered part of the same Fund complex as the Fund,  because,  among other
things, they have a common investment advisor.
    
</TABLE>

Counsel and Auditors

Legal matters in connection with the issuance of shares of stock of the Fund are
passed upon by Messrs.  Battle  Fowler LLP, 75 East 55th Street,  New York,  New
York 10022.  Matters in connection  with Florida law are passed upon by Gunster,
Yoakley,  Valdes-Fauli & Stewart, PA., Phillips Point, Suite 500 East, 777 South
Flagler  Drive,  West Palm Beach,  Florida  33401.  Matters in  connection  with
Massachusetts law are passed upon by Dechert Price & Rhoads, 477 Madison Avenue,
New York, New York 10022.

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


DISTRIBUTION AND SERVICE PLAN

Pursuant  to Rule  12b-1  under  the  1940  Act,  the  Securities  and  Exchange
Commission  has required  that an  investment  company which bears any direct or
indirect expense of distributing its shares must do so only in accordance with a
plan  permitted  by the  Rule.  The  Fund's  Board of  Trustees  has  adopted  a
distribution  and service plan (the "Plan") and,  pursuant to the Plan, the Fund
has entered into a Distribution  Agreement and a Shareholder Servicing Agreement
(with respect to Class A shares only) with Reich & Tang Distributors,  Inc. (the
"Distributor"), as distributor of the Fund's shares.

Under the Plan,  the Fund and the  Distributor  will  enter  into a  Shareholder
Servicing  Agreement with respect to the Class A shares.  For its services under
the Shareholder Servicing Agreement, the Distributor receives a servicing fee of
 .25% per annum of the average daily net assets of the Class A shares of the Fund
(the "Shareholder Servicing Fee"). The fee is accrued daily and paid monthly and
any portion of the fee may be deemed to be used by the  Distributor for payments
to  Participating  Organizations  with  respect to  servicing  their  clients or
customers who are shareholders of the Class A shares of the Fund.

Under the Distribution Agreement, the Distributor, for nominal consideration and
as agent for the Fund,  will  solicit  orders  for the  purchase  of the  Fund's
shares,  provided that any  subscriptions  and orders will not be binding on the
Fund until accepted by the Fund as principal.

                                       20
<PAGE>
The Plan and the Shareholder  Servicing  Agreement  provide that, in addition to
the  Shareholder  Servicing  Fee,  the Fund will pay for (i)  telecommunications
expenses  including the cost of dedicated  lines and CRT terminals,  incurred by
the   Participating   Organizations   and  Distributor  in  carrying  out  their
obligations under the Shareholder  Servicing Agreement with respect to the Class
A shares and (ii)  preparing,  printing and delivering the Fund's  prospectus to
existing  shareholders  of the  Fund and  preparing  and  printing  subscription
application forms for shareholder accounts.

The Plan  provides that the Manager may make payments from time to time from its
own resources,  which may include the  management fee and past profits,  for the
following  purposes:  (i) to  defray  the costs of,  and to  compensate  others,
including Participating Organizations with whom the Distributor has entered into
written   agreements   for   performing   shareholder   servicing   and  related
administrative  functions  on behalf of the Class A shares of the Fund;  (ii) to
compensate  certain  Participating  Organizations  for  providing  assistance in
distributing  the  Class A shares  of the  Fund;  and  (iii) to pay the costs of
printing and distributing the Fund's prospectus to prospective investors, and to
defray  the  cost  of the  preparation  and  printing  of  brochures  and  other
promotional materials,  mailings to prospective shareholders,  advertising,  and
other promotional activities, including the salaries and/or commissions of sales
personnel  in  connection  with  the  distribution  of the  Fund's  shares.  The
Distributor  may also make  payments  from time to time from its own  resources,
which may include the Shareholding  Servicing Fee with respect to Class A shares
and past profits for the purpose  enumerated in (i) above.  The Distributor will
determine the amount of such  payments made pursuant to the Plan,  provided that
such  payments will not increase the amount which the Fund is required to pay to
the  Manager  and the  Distributor  for any  fiscal  year  under the  Investment
Management  Contract,  the  Administrative  Services Contract or the Shareholder
Servicing Agreement in effect for that year.

In  accordance  with the Rule,  the Plan  provides  that all written  agreements
relating to the Plan entered into between either the Fund or the Distributor and
Participating   Organizations  or  other   organizations   must  be  in  a  form
satisfactory to the Fund's Board of Trustees. In addition, the Plan requires the
Fund and the Distributor to prepare, at least quarterly, written reports setting
forth  all  amounts  expended  for  distribution  purposes  by the  Fund and the
Distributor pursuant to the Plan and identifying the distribution activities for
which those expenditures were made.

   
For the Fund's  fiscal year ended  August 31,  1997,  the Fund paid  shareholder
servicing  fees of  $176,861  to the  Distributor.  During  this same period the
Manager  and  Distributor  made  payments  under  the  Plan to or on  behalf  of
Participating  Organizations  of $217,411.  The excess of such payments over the
total  payments  the  Manager  received  from the Fund  represents  distribution
expenses  funded by the Manager from its own resources  including the management
fee. Of the total  amount paid  pursuant to the Plan,  $14,034 was  utilized for
compensation  to sales  personnel,  $5,190 on Prospectus  printing and $1,759 on
miscellaneous expenses.

The Plan was  approved by the  shareholders  of the Fund at their  first  annual
meeting  held on  September  1, 1994.  The Board of Trustees  approved  the Plan
effective  September 8, 1994.  The Plan  provides  that it will remain in effect
until  August 31, 1998 and  thereafter  may  continue  in effect for  successive
annual periods  beginning  each  September  1st,  provided it is approved by the
Class A  shareholders  or by the Board of  Trustees,  including  a  majority  of
trustees  who are not  interested  persons of the Fund and who have no direct or
indirect  interest in the operation of the Plan or in the agreements  related to
the Plan.  The Plan  further  provides  that it may not be amended  to  increase
materially the costs which may be spent by the Fund for distribution pursuant to
the Plan without Class A shareholder approval, and the other material amendments
must be  approved  by the  trustees  in the manner  described  in the  preceding
sentence.  The Plan may be terminated at any time by a vote of a majority of the
disinterested trustees of the Fund or the Fund's Class A shareholders.
    

DESCRIPTION OF SHARES

The Fund was  established  as a  Massachusetts  Business Trust under the laws of
Massachusetts  by an Agreement and  Declaration  of Trust dated August 31, 1994.
The Fund has an unlimited  authorized  number of shares of beneficial  interest.
These  shares are  entitled to one vote per share with  proportional  voting for
fractional  shares.  There are no conversion or preemptive  rights in connection
with any shares of the Fund.  All  shares,  when issued in  accordance  with the
terms  of the  offering,  will be  fully  paid  and  nonassessable.  Shares  are
redeemable at net asset value, at the option of the shareholder.

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

                                       21
<PAGE>
to exchange  their shares only for shares of the same class of an Exchange Fund.
Payments that are made under the Plans will be  calculated  and charged daily to
the appropriate  class prior to determining  daily net asset value per share and
dividends/distributions.

   
On  November  30,  1997 there were  100,936,977  shares of Class A common  stock
outstanding  and 10,925,575  shares of Class B common stock  outstanding.  As of
November  30,  1997,  the amount of shares owned by all officers and Trustees of
the Fund as a group were 6.32% of the outstanding  shares of the Fund. Set forth
below is certain  information  as to persons  who owned 5% or more of the Fund's
outstanding common stock as of November 30, 1997:
    

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

CLASS A
   
% of Nature of Name and Address Class Ownership Reich & Tang Services,  Inc. 72%
Record
    
 as Agent for Various
  Beneficial Owners
600 Fifth Avenue
New York NY 10020-2302

   
Evergreen Investment Services                                        51%                                   Record
230 Park Avenue
New York,  NY  10169


Investors Fiduciary Trust Company                                    25%                                   Record
210 W. 10th Street - 8th Floor
Kansas City,  MO  64105-1814

CLASS B

                                                                   % of                                   Nature of
Name and Address                                                   Class                                  Ownership
Neuberger & Berman                                                   70%                                   Record
11 Broadway Operations Control Dept.
New York,  NY  10004-1303



Reich & Tang Services, Inc.                                          13%                                   Record
 as Agent for Various
  Beneficial Owners
600 Fifth Avenue - 8th Floor
New York NY 10020-2302

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

As a general  matter,  the Fund will not hold  annual or other  meetings  of the
Fund's  shareholders.  Meetings of shareholders may be called at any time by the
President,  and at the request in writing,  or by  resolution,  of a majority of
Trustees,  or upon the written request of holders of shares entitled to cast not
less than 10% of all the votes  entitled to be cast at such meeting.  Annual and
other meetings may be required with respect to such additional  matters relating
to the Fund as may be  required  by the 1940 Act,  such as for the  election  of
Trustees, for approval of the revised investment advisory contracts with respect
to a  particular  class  or  series  of  shares,  for  approval  of  the  Fund's
distribution  agreement  with respect to a particular  class or series of shares
and the removal of Fund Trustee(s) and  communication  among  shareholders,  any
registration  of the Fund with the  Securities  and Exchange  Commission  or any
state,  or as the  Trustees may consider  necessary or  desirable.  Each Trustee
serves  until the next  meeting of the  shareholders  called for the  purpose of
considering  the  election or  re-election  of such Trustee or of a successor to
such Trustee,  and until the election and qualification of his or her successor,
elected at such a meeting, or until such Trustee sooner dies,  resigns,  retires
or is removed by the vote of the shareholders.

                                       22
<PAGE>
FEDERAL INCOME TAXES

The Fund  will  elect to  qualify  under  the Code and  under  Florida  law as a
"regulated investment company" that distributes "exempt-interest dividends". The
Fund intends to continue to qualify for regulated  investment  company status so
long as such  qualification is in the best interests of its  shareholders.  Such
qualification  relieves  the Fund of liability  for Federal  income taxes to the
extent its earnings are distributed in accordance with the applicable provisions
of the Code.

   
The Fund's policy is to  distribute as dividends  each year 100% and in no event
less than 90% of its  tax-exempt  interest  income,  net of certain  deductions.
Exempt-interest  dividends,  as defined in the Code,  are  dividends or any part
thereof (other than capital gain dividends and its  investment  company  taxable
income,  if  any)  paid  by the  Fund  that  are  attributable  to  interest  on
obligations,  the interest on which is exempt from regular  Federal  income tax,
and  designated  by the Fund as  exempt-interest  dividends in a written  notice
mailed to the Fund's  shareholders not later than 60 days after the close of its
taxable year. The percentage of the total  dividends paid by the Fund during any
taxable year that  qualifies as  exempt-interest  dividends will be the same for
all shareholders receiving dividends during the year.
    

Exempt-interest  dividends are to be treated by the Fund's shareholders as items
of interest excludable from their gross income under Section 103(a) of the Code.
However,  a  shareholder  is advised to consult his tax advisors with respect to
whether exempt-interest  dividends retain the exclusion under Section 103 of the
Code if such  shareholder  would be treated as a "substantial  user" or "related
person"  under  Section  147(a) of the Code with  respect  to some or all of the
"private activity" bonds, if any, held by the Fund. If a shareholder receives an
exempt-interest  dividend with respect to any share and such share has been held
for six months or less, then any loss on the sale or exchange of such share will
be disallowed to the extent of the amount of such exempt-interest  dividend. The
Code provides that interest on indebtedness incurred, or continued,  to purchase
or  carry  certain  tax-exempt  securities  such as  shares  of the  Fund is not
deductible.  Therefore,  among  other  consequences,  a  certain  proportion  of
interest on indebtedness incurred, or continued, to purchase or carry securities
on margin may not be  deductible  during the period an investor  holds shares of
the  Fund.  For  Social  Security  recipients,  interest  on  tax-exempt  bonds,
including exempt-interest dividends paid by the Fund, is to be added to adjusted
gross income for purposes of computing  the amount of social  security  benefits
includable in gross income. The amount of such interest received will have to be
disclosed  on the  shareholders'  Federal  income  tax  returns.  Taxpayers  are
required  to include as an item of tax  preference  for  purposes of the Federal
alternative  minimum tax all  tax-exempt  interest on "private  activity"  bonds
(generally,  a bond issue in which more than 10% of the  proceeds  are used in a
non-governmental  trade or business) (other than Section 501(c)(3) bonds) issued
after  August 7, 1986.  Thus,  this  provision  will apply to the portion of the
exempt-interest  dividends from the Fund's assets, that are attributable to such
post-August 7, 1986 private activity bonds, if any of such bonds are acquired by
the Fund.  Corporations  are  required to  increase  their  alternative  minimum
taxable  income for  purposes  of  calculating  their  alternative  minimum  tax
liability by 75% of the amount by which the  adjusted  current  earnings  (which
will include  tax-exempt  interest) of the  corporation  exceeds the alternative
minimum taxable income (determined  without this item). In addition,  in certain
cases,  Subchapter S  corporations  with  accumulated  earnings and profits from
Subchapter  C years are subject to a minimum tax on excess  "passive  investment
income" which includes tax-exempt interest.

Although it is not intended, it is possible that the Fund may realize short-term
or long-term capital gains or losses from its portfolio  transactions.  The Fund
may also  realize  short-term  or long-term  capital  gains upon the maturity or
disposition   of  securities   acquired  at  discounts   resulting  from  market
fluctuations.  Short-term  capital  gains  will be taxable  to  shareholders  as
ordinary income when they are distributed.  Any net capital gains (the excess of
its net realized long-term capital gain over its net realized short-term capital
loss) will be  distributed  annually to the Fund's  shareholders.  The Fund will
have no tax  liability  with respect to  distributed  net capital  gains and the
distributions  will be  taxable  to  shareholders  as  long-term  capital  gains
regardless of how long the  shareholders  have held Fund shares.  However,  Fund
shareholders  who at the time of such a net capital gain  distribution  have not
held their Fund shares for more than 6 months,  and who subsequently  dispose of
those  shares at a loss,  will be  required  to treat  such loss as a  long-term
capital loss to the extent of the net capital gain  distribution.  Distributions
of net capital gain will be designated as a "capital gain dividend" in a written
notice mailed to the Fund's  shareholders not later than 60 days after the close
of the Fund's  taxable  year.  Preferential  treatment  may be available for net
capital gains.

The Fund intends to distribute at least 90% of its  investment  company  taxable
income (taxable income subject to certain adjustments exclusive of the excess of
its net long-term  capital gain over its net  short-term  capital loss) for each
taxable  year.   The  Fund  will  be  subject  to  Federal  income  tax  on  any
undistributed  investment  company taxable income.  To the extent such income is
distributed it will be taxable to shareholders as ordinary income. Expenses paid
or incurred by the Fund will be allocated between  tax-exempt and taxable income
in the same  proportion as the amount of the Fund's  tax-exempt  income bears to
the total of such  exempt  income  and its gross  income  (excluding  from gross
income the excess of

                                       23
<PAGE>
capital gains over capital losses). If the Fund does not distribute at least 98%
of its  ordinary  income  and 98% of its  capital  gain net income for a taxable
year, the Fund will be subject to a nondeductible 4% excise tax on the excess of
such amounts over the amounts actually distributed.

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

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

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

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

In South  Carolina  v.  Baker,  the U.S.  Supreme  Court  held that the  Federal
government may constitutionally  require states to register bonds they issue and
may subject the  interest  on such bonds to Federal tax if not  registered,  and
that there is no  constitutional  prohibition  against the Federal  government's
taxing the interest earned on state or other municipal  bonds. The Supreme Court
decision affirms the authority of the Federal government to regulate and control
bonds such as the Municipal Obligations and to tax such bonds in the future. The
decision does not,  however,  affect the current  exemption from taxation of the
interest  earned on the Municipal  Obligations in accordance with Section 103 of
the Code.

FLORIDA TAXES

The  following  is based upon the advice of  Gunster,  Yoakley,  Valdes-Fauli  &
Stewart, PA., special Florida counsel to the Fund.

The Fund will not be subject to income,  franchise  or other  taxes of a similar
nature  imposed  by the  State  of  Florida  or its  subdivisions,  agencies  or
instrumentalities.   Florida  does  not  currently   impose  an  income  tax  on
individuals.  Thus,  individual  shareholders of the Fund will not be subject to
any Florida state income tax on distributions  received from the Fund.  However,
certain  distributions  will be  taxable  to  corporate  shareholders  which are
subject  to  Florida   corporate  income  tax.  Florida   currently  imposes  an
"intangibles  tax" at the annual  rate of 0.2% on certain  securities  and other
intangible  assets owned by Florida  residents.  Bonds (including  participation
certificates)  issued  by the State of  Florida  or its  subdivisions  ("Florida
Securities"),  as well as bonds issued by the government of the United States or
the governments of certain U.S. territories and possessions,  including Guam and
Puerto Rico (collectively,  "Federal  Securities"),  are exempt from the Florida
intangibles tax. If, on December 31 of any year, the Fund's  portfolio  consists
solely of Florida and Federal Securities,  the Fund's shares will be exempt from
the Florida  intangibles  tax.  If,  however,  the Fund's  December 31 portfolio
includes  any  nonexempt  securities,  then the  Fund  shares  owned by  Florida
residents may be subject to the Florida intangibles tax to the extent the Fund's
portfolio  includes  securities other than Federal  Securities.  The Fund itself
will not be subject to the Florida intangibles tax.


CUSTODIAN AND TRANSFER AGENT

   
Investors  Fiduciary  Trust  Company,  801  Pennsylvania  Street,  Kansas  City,
Missouri 64105,  is custodian for the Fund's cash and  securities.  Reich & Tang
Services,  Inc.,  600 Fifth Avenue,  New York, NY 10020,  is transfer  agent and
dividend agent for the shares of the Fund.  State Street Bank and Trust Company,
P.O. Box 9021, Boston, Massachusetts 02205-9827 is the registrar, transfer agent
and  dividend  disbursing  agent  for the  Evergreen  Shares  of the  Fund.  The
custodian  and transfer  agents do not assist in, and are not  responsible  for,
investment decisions involving assets of the Fund.
    

                                       24
<PAGE>
DESCRIPTION OF RATINGS*

Description  of Moody's  Investors  Service,  Inc.'s two highest  municipal bond
ratings

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

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

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


Description of Moody's  Investors  Service,  Inc.'s two highest ratings of state
and municipal notes and other short-term loans:

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

MIG1 - Loans bearing this  designation are of the best quality,  enjoying strong
protection  from  established  cash flows of funds for their  servicing  or from
established and broad-based access to the market for refinancing, or both.


MIG2 - Loans  bearing  this  designation  are of high  quality,  with margins of
protection ample although not so large as in the preceding group.


Description of Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies two highest debt ratings:


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


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


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


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


S&P's does not provide ratings for state and municipal notes.


Description of Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies two highest commercial paper ratings:


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


A1 - This  designation  indicates  that the  degree of safety  regarding  timely
payment is either  overwhelming  or very  strong.  Those  issues  determined  to
possess overwhelming safety characteristics will be denoted with a plus (+) sign
designation.

                                       25
<PAGE>
A2 - Capacity  for timely  payment on issues  with this  designation  is strong.
However,  the relative degree of safety is not as high as for issues  designated
A-1.


Description of Moody's Investors  Service,  Inc.'s two highest  commercial paper
ratings:


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


- -----------------
*  As described by the rating agencies.


                                       26
<PAGE>

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


                    CORPORATE TAXABLE EQUIVALENT YIELD TABLE

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

                   1. If Your Taxable Income Bracket Is . . .

           $50,001-      $75,001-       $100,001-    $335,001-    $10,000,001-  $15,000,001-    $18,333,334-
Corporate   75,000        100,000        335,000     10,000,000    15,000,000    18,333,333      and over

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

                              2. Then Your Combined Income Tax Bracket Is . . .
- ---------------------------------------------------------------------------------------------------------------

Federal      25.00%        34.00%        39.00%        34.00%         35.00%         38.00%         35.00%
Tax Rate
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
State         5.50%        5.50%         5.50%         5.50%          5.50%           5.50%          5.50%
Tax Rate
- --------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
Combined     29.13%        37.63%        42.36%        37.63%         38.58%         41.41%         38.58%
Tax Rate
- ---------------------------------------------------------------------------------------------------------------

                    3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- ---------------------------------------------------------------------------------------------------------------
Tax                                        Equivalent Taxable Investment Yield
Exempt                                     Requires to Match Tax Exempt Yield
Yield
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------

  2.00%       2.82%        3.21%         3.47%         3.21%          3.26%           3.41%          3.26%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  2.50%       3.53%        4.01%         4.34%         4.01%          4.07%           4.27%          4.07%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  3.00%       4.23%        4.81%         5.20%         4.81%          4.88%           5.12%          4.88%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  3.50%       4.94%        5.61%         6.07%         5.61%          5.70%           5.97%          5.70%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  4.00%       5.64%        6.41%         6.94%         6.41%          6.51%           6.83%          6.51%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  4.50%       6.35%        7.22%         7.81%         7.22%          7.33%           7.68%          7.33%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  5.00%       7.05%        8.02%         8.67%         8.02%          8.14%           8.53%          8.14%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  5.50%       7.76%        8.82%         9.54%         8.82%          8.95%           9.39%          8.95%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  6.00%       8.47%        9.62%         10.41%        9.62%          9.77%          10.24%          9.77%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  6.50%       9.17%        10.42%        11.28%        10.42%         10.58%         11.09%         10.58%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------
  7.00%       9.88%        11.22%        12.14%        11.22%         11.40%         11.95%         11.40%
- ---------- ------------ ------------- ------------- ------------- --------------- -------------- --------------

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

</TABLE>


                                       27
<PAGE>
- --------------------------------------------------------------------------------

                    INDIVIDUAL TAXABLE EQUIVALENT YIELD TABLE

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                   <C>       <C>             <C>           <C>           <C>            <C>
                   1. If Your Taxable Income Bracket Is . . .

                      $0-        $25,351-       $60,001-       $61,401-      $128,101-     $278,451-
Corporate              25,350     60,000         61,400         128,100       278,450       and over
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
Joint Return          $0-        $42,351-       $100,001-      $102,301-     $155,951-     $278,451-
                       42,350     100,000        102,300        155,950       278,450        and over
- ------------------------------------------------------------------------------------------------------
                          2. Then Your Combined Income Tax Bracket Is . . .
- ------------------------------------------------------------------------------------------------------
Federal
Tax Rate              15.00%       28.00%        31.00%         31.00%        36.00%        39.60%
- ------------------------------------------------------------------------------------------------------

                3. Now Compare Your Tax Free Income Yields With Taxable Income Yields
- ------------------------------------------------------------------------------------------------------

Tax Exempt                                 Equivalent Taxable Investment Yield
Yield                                      Requires to Match Tax Exempt Yield
- ------------------- ----------------------------------------------------------------------------------
      2.00%           2.35%        2.78%          2.90%         2.90%         3.13.%        3.31%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      2.50%           2.94%        3.47%          3.62%         3.62%         3.91%         4.14%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      3.00%           3.53%        4.17%          4.35%         4.35%         4.69%         4.97%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      3.50%           4.12%        4.86%          5.07%         5.07%         5.47%         5.79%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      4.00%           4.71%        5.56%          5.80%         5.80%         6.25%         6.62%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      4.50%           5.29%        6.25%          6.52%         6.52%         7.03%         7.45%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      5.00%           5.88%        6.94%          7.25%         7.25%         7.81%         8.28%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      5.50%           6.47%        7.64%          7.97%         7.97%         8.59%         9.11%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      6.00%           7.06%        8.33%          8.70%         9.38%         9.38%         9.93%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      6.50%           7.65%        9.03%          9.42%         9.42%         10.16%        10.76%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------
      7.00%           8.24%        9.72%         10.14%         10.14%        10.94%        11.59%
- ------------------- ----------- ------------- -------------- ------------- ------------- -------------

To use this chart,  find the  applicable  level of taxable income based 10.14 on
your tax  filing  status  in  section  one.  Then read  down to  section  two to
determine your combined tax bracket and, in section three, to see the equivalent
taxable yields for each of the tax free income yields given.
</TABLE>


                                       28
<PAGE>

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

FLORIDA DAILY MUNICIPAL INCOME FUND
INDEPENDENT AUDITOR'S REPORT

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


The Board of Trustees and Shareholders
Florida Daily Municipal Income Fund


We have  audited  the  accompanying  statement  of net assets of  Florida  Daily
Municipal  Income  Fund as of  August  31,  1997 and the  related  statement  of
operations  for the year then ended,  the statement of changes in net assets for
each of the two years in the period then ended and the financial  highlights for
each of the two years in the period then ended and for the period from September
19, 1994  (Commencement  of  Operations)  to August 31,  1995.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 1997, by  correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Florida Daily  Municipal  Income Fund as of August 31, 1997,  the results of its
operations,  the changes in its net assets and the financial  highlights for the
periods indicated, in conformity with generally accepted accounting principles.





/s/ McGladrey & Pullen, LLP
                                                



  New York, New York
  September 30, 1997







                                       29
<PAGE>

- -------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL INCOME FUND
STATEMENT OF NET ASSETS
AUGUST 31, 1997
===============================================================================
<TABLE>
<CAPTION>
                                                                                                                     Ratings (a)
                                                                                                                   ----------------
      Face                                                                   Maturity                  Value               Standard
    Amount                                                                     Date       Yield      (Note 1)      Moody's & Poors
    ------                                                                     ----       -----       ------       -------   ------
Other Tax Exempt Investments (10.16%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>     <C>              <C>       <C>
 $  2,000,000  Palm Beach  County,  FL School  District  TAN - Series 1996    09/26/97     3.85%   $  2,000,758               SP-1+
    4,000,000  School District of Broward County,  FL RAN - Series 1997A      04/22/98     3.85       4,014,687     MIG-1     SP-1+
    5,000,000  The School District of Seminole County, FL RAN - Series 1997   02/17/98     3.52       5,006,762               SP-1+
 ------------                                                                                      ------------
   11,000,000  Total Other Tax Exempt Investments                                                    11,022,207
 ------------                                                                                      ------------
<CAPTION>
Other Variable Rate Demand Instruments (c) (74.58%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>     <C>              <C>       <C>
 $  1,000,000  Atlantic Beach, FL (Fleet Landing) - Series B
               LOC Barnett Bank of Jacksonville                               10/01/24     3.85%   $  1,000,000     VMIG-1
    2,000,000  Birmingham, AL Medical Clinic Board
               LOC Morgan Guaranty Trust Company                              12/01/26     3.70       2,000,000               A1+
    3,200,000  Broward County, FL HFA MHRB (Sanctuary Apartments Project)
               LOC PNC Bank                                                   02/01/09     3.50       3,200,000     VMIG-1
      400,000  Broward County, FL IDRB (Allied Signal Incorporated)           03/01/99     3.50         400,000               A1
    3,000,000  Chattanooga - Hamilton City Hospital Authority
               (Erlanger Medical Center)
               LOC Morgan Guaranty Trust Company                              10/01/17     3.70       3,000,000               A1
    2,100,000  Citrus Park Community Development District Capital
               Improvement Bonds - Series 1996
               LOC Dresdner Bank A.G.                                         11/01/16     3.30       2,100,000     VMIG-1    A1+
      500,000  City of Tampa, Florida, Occupation License Tax Boards - Series 1996A
               FGIC Insured                                                   03/01/27     3.30         500,000     VMIG-1    A1+
      505,000  Dade County, FL Aviation RB - Series V
               LOC Suntrust                                                   10/01/07     3.35         505,000     VMIG-1    A1
    3,600,000  Dade County, FL HFA MHRB (Gables Point) - Series 1985
               Fannie Mae Collateralized                                      05/15/05     3.30       3,600,000               A1+
    2,600,000  Dade County, FL IDA RB (Florida Convalescent Association)
               LOC Bank of Tokyo - Mitsubishi Bank, Ltd.                      12/01/11     3.60       2,600,000     VMIG-1
    3,515,000  Escambia County, FL IDRB (Gelman Sciences, Incorporation Project)
               LOC First National Bank of Chicago                             07/01/04     3.40       3,515,000               A1+
    1,100,000  Florida HFA MHRB (Falls of Venice Project) (b)
               LOC PNC Bank                                                   12/01/11     3.55       1,100,000
    1,000,000  Florida Housing Finance Agency (Heron Park Project) - Series - V
               LOC Nations Bank                                               12/01/26     3.45       1,000,000     VMIG-1
    3,000,000  Florida Housing Finance Agency MHRB
               (Monterey Meadows Apartment Project) - Series 1985
               LOC Citibank                                                   12/01/07     3.30       3,000,000               A1+



</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       30
<PAGE>

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



===============================================================================
<TABLE>
<CAPTION>

                                                                                                                     Ratings (a)
                                                                                                                   ----------------
      Face                                                                   Maturity                  Value               Standard
    Amount                                                                     Date       Yield      (Note 1)      Moody's & Poors
    ------                                                                     ----       -----       ------       -------   ------

Other Variable Rate Demand Instruments (c) (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>      <C>             <C>       <C>
 $    915,000  Gulf Breeze, FL RB - Series 1985B
               FGIC Insured                                                   12/01/15     3.30%    $    915,000    VMIG-1    A1+
    1,270,000  Gulf Breeze, FL RB - Series 1985C
               FGIC Insured                                                   12/01/15     3.30        1,270,000    VMIG-1    A1
    1,000,000  Highlands County, FL HFA RB
               (Adventist Health System/Sunbolt Inc.) - Series 1996B
               LOC Capital Markets Assurance Corp.                            10/01/26     3.38        1,000,000    VMIG-1    A1+
    2,500,000  Illinois HFA RB (Resurrection Hospital)                        05/01/11     3.60        2,500,000    VMIG-1
    1,100,000  Indian River County, FL IDRB (Florida Convention Centers Project)
               LOC Toronto-Dominion Bank                                      01/01/11     3.95        1,100,000    P1
    2,700,000  Jacksonville, FL HFFA HRB (Baptist Medical Center Project)
               MBIA Insured                                                   06/01/08     3.85        2,700,000    VMIG-1    A1+
    2,700,000  Jacksonville, FL HRB (University Medical Center) - Series 1989
               LOC Sumitomo Bank, Ltd.                                        02/01/19     3.55        2,700,000    VMIG-1
    1,000,000  Jacksonville, FL IDRB
               (University of Florida Health Science Center) - Series 1989
               LOC Barnett Bank of Jacksonville                               07/01/19     3.60        1,000,000    VMIG-1
      710,000  Lee, FL IDRB (Christian & Missionary Alliance) - Series 1985
               LOC Banque Paribas                                             04/01/10     3.48          710,000              A1
    1,750,000  Marion County, FL IDA
               (Hamilton Products, Incorporation Project) - Series 1995 (b)
               LOC Comerica Bank                                              11/01/15     3.65        1,750,000
      200,000  Monroe County,FL IDA (Beverly Enterprises) - Series 1985
               LOC Morgan Guaranty Trust Company                              06/01/10     3.30          200,000    VMIG-1
      900,000  Ocean Highway & Port Authority RB - Series 1990
               LOC ABN AMRO Bank N.V.                                         12/01/20     3.40          900,000    VMIG-1    A1+
      900,000  Ocean Highway & Port Authority, FL RB
               (Port, Airport & Marina Improvement)
               LOC ABN AMRO Bank N.V.                                         12/01/20     3.40          900,000    VMIG-1    A1+
    1,000,000  Orange County Health Facilities Authority RB
               (Adventist Health System/Sunbelt Obligation)
               LOC Rabobank Nederland                                         11/15/26     3.30        1,000,000              A1+
    5,230,000  Orange County, FL HFFA
               (Mayflower Retirement Company Project) - Series 1998
               LOC Rabobank Nederland                                         03/01/18     3.45        5,230,000              A1+
    2,100,000  Orange County, FL Health Facility - Adventist
               Orange County Health Facility
               LOC Suntrust                                                   11/15/14     3.30        2,100,000    VMIG-1    A1

</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       31
<PAGE>

- -------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL INCOME FUND
STATEMENT OF NET ASSETS (CONTINUED)
AUGUST 31, 1997

===============================================================================
<TABLE>
<CAPTION>

                                                                                                                     Ratings (a)
                                                                                                                   ----------------
      Face                                                                   Maturity                  Value               Standard
    Amount                                                                     Date       Yield      (Note 1)      Moody's & Poors
    ------                                                                     ----       -----       ------       -------   ------

Other Variable Rate Demand Instruments (c) (Continued)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>      <C>             <C>       <C>
 $    950,000  Orange County, FL IDRB (Florida Convention Centers Project) - Series A
               LOC Toronto-Dominion Bank                                      01/01/11     3.75%    $    950,000    P1
    2,000,000  Palm Beach County, FL (Norton Gallery of Art Project) - Series 1995
               LOC Northern Trust                                             05/01/25     3.35        2,000,000              A1+
      600,000  Palm Beach County, FL IDRB
               LOC Bank of Tokyo - Mitsubishi Bank, Ltd.                      11/01/11     3.60          600,000    VMIG-1
    1,000,000  Pinellas County, FL (Indian Country Project) (b)
               LOC Wachovia Bank & Trust Co., N.A.                            10/01/01     3.35        1,000,000
    5,075,000  Pinellas County, FL HFFA (St. Mark Village Project) - Series 1987
               LOC Nations Bank                                               03/01/17     3.35        5,075,000              A1
    1,000,000  Pinellas County, FL Industry Council IDRB
               (Genca Corporation Project) (b)
               LOC PNC Bank                                                   11/01/09     3.60        1,000,000
    1,000,000  Polk County, FL IDA (Florida Convention Centers Project)
               LOC Toronto-Dominion Bank                                      01/01/11     3.75        1,000,000    P1
    7,600,000  Royal Oak, MI HFA HRB
               (William Beaumont Hospital) - Series J                         01/01/03     3.65        7,600,000    VMIG-1    A1+
    2,300,000  St. Johns County, FL IDA Health Facility Revenue
               (Coastal Health Care Investor)
               LOC Kredietbank                                                12/01/16     3.60        2,300,000    VMIG-1
      975,000  Suwannee County, FL - Series 1989 (Advent Christian Village Project)
               LOC Barnett Bank of Jacksonville                               10/01/19     3.45          975,000    VMIG-1
    3,000,000  Tampa, FL Health Care Facilities (Lifelink Foundation Inc. Project) (b)
               LOC Suntrust                                                   08/01/22     3.40        3,000,000
    1,900,000  University of North Florida
               LOC First Union National Bank                                  11/01/24     3.35        1,900,000    VMIG-1
 ------------                                                                                       ------------
   80,895,000  Total Other Variable Rate Demand Instruments                                           80,895,000
 ------------                                                                                       ------------
<CAPTION>
Put Bonds (d) (4.53%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>      <C>             <C>       <C>
 $  1,510,000  HFA of Escambia County, FL Single Family Mortgage RB
               (Backed by GNMA & FNMA Collateral)                             02/20/98     3.75%    $  1,510,000    VMIG-1
    2,400,000  Putnam County, FL Development Authority
               (Seminole Electric) - Series H-3
               LOC National Rural Utilities                                   09/15/97     3.55        2,400,000    VMIG-1    A1+
    1,000,000  Putnam County, FL Development Authority
               (Seminole Electric) - Series 1984 D                            12/15/97     3.60        1,000,000    VMIG-1    A1+
 ------------                                                                                       ------------
    4,910,000  Total Put Bonds                                                                         4,910,000
 ------------                                                                                       ------------


</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       32
<PAGE>

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



===============================================================================
<TABLE>
<CAPTION>

                                                                                                                     Ratings (a)
                                                                                                                   ----------------
      Face                                                                   Maturity                  Value               Standard
    Amount                                                                     Date       Yield      (Note 1)      Moody's & Poors
    ------                                                                     ----       -----       ------       -------   ------
Tax Exempt Commercial Paper (10.74%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                                            <C>          <C>      <C>             <C>       <C>
 $  1,200,000  City of Gainesville, FL Utility System - Series C              10/08/97     3.65%    $  1,200,000    P1        A1+
      990,000  Florida Municipal Power Agency
               Initial Pooled Loan Project CP Notes - Series A
               LOC First Union National Bank of North Carolina                10/22/97     3.60          990,000    P1        A1
    1,000,000  Florida Municipal Power Agency Initial Pooled Loan Project RB - Series A
               LOC First Union National Bank                                  09/30/97     3.75        1,000,000    VMIG-1    A1+
    1,200,000  Florida Municipal Power Agency Initial Pooled Loan Project RB - Series A
               LOC First Union National Bank                                  12/18/97     3.75        1,200,000    P1        A1
    1,100,000  Orlando, FL Waste Water System Refunding RB - Series 1990 A    09/08/97     3.70        1,100,000    P1        A1+
    1,660,000  Sarasota County Public Hospital District
               (Sarasota Memorial Hospital Project) - Series A
               LOC Suntrust                                                   09/10/97     3.80        1,660,000    P1        A1+
    1,500,000  St. Lucie County, Florida PCR Refunding Bonds
               (Florida Power & Light Co.) 1994                               09/30/97     3.70        1,500,000    VMIG-1    A1+
    2,000,000  Sunshine State Government Finance Commission RB - Series 1986
               LOC U.B. of Switz./Morgan Guaranty/National Westminster        10/22/97     3.60        2,000,000    VMIG-1
    1,000,000  West Orange Memorial Tax District RB - Series 1991A
               LOC Rabobank Nederland                                         11/25/97     3.70        1,000,000    VMIG-1
 ------------                                                                                       ------------
   11,650,000  Total Tax Exempt Commercial Paper                                                      11,650,000
 ------------                                                                                       ------------
               Total Investments (100.01%)(Cost $108,477,207+)                                       108,477,207
               Liabilities in Excess of Cash and Other Assets (-0.01%)                              (     12,336)
                                                                                                     -----------
               Net Assets (100.00%)                                                                 $108,464,871
                                                                                                    ============
               Net Asset Value, offering and redemption price per share:
               Class A Shares, 96,686,154 Shares Outstanding (Note 3)                               $       1.00
                                                                                                    ============
               Class B Shares, 11,782,614 Shares Outstanding (Note 3)                               $       1.00
                                                                                                    ============

               +   Aggregate cost for federal income tax purposes is identical.






</TABLE>
- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.



                                       33
<PAGE>

- -------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL INCOME FUND
STATEMENT OF NET ASSETS (CONTINUED)
AUGUST 31, 1997

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

FOOTNOTES:



(a)  The ratings  noted for variable  rate demand  instruments  are those of the
     bank whose letter of credit  secures such  instruments  or the guarantor of
     the  bond.  P1 and A1+ are the  highest  ratings  assigned  for tax  exempt
     commercial paper.

(b)  Securities  that are not  rated  which the  Fund's  Board of  Trustees  has
     determined to be of comparable  quality to those rated  securities in which
     the Fund invests.

(c)  Securities  payable on demand at par including  accrued  interest  (usually
     with seven days notice) and, if  indicated,  unconditionally  secured as to
     principal and interest by a bank letter of credit.  The interest  rates are
     adjustable  and are  based  on bank  prime  rates or  other  interest  rate
     adjustment  indices.  The rate  shown is the rate in  effect at the date of
     this statement.

(d)  The maturity date indicated is the next put date.

<TABLE>
<CAPTION>

KEY:
     <S>      <C> <C>                                         <C>       <C> <C> 
      CP       =   Commercial Paper                            MHRB      =   Multi-family Housing Revenue Bond
      HFA      =   Housing Finance Authority                   PCR       =   Pollution Control Revenue
      HFFA     =   Health Facility Finance Authority           RAN       =   Revenue Anticipation Note
      HRB      =   Hospital Revenue Bond                       RB        =   Revenue Bond
      IDA      =   Industrial Development Authority            TAN       =   Tax Anticipation Note
      IDRB     =   Industrial Development Revenue Bond









</TABLE>

- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       34
<PAGE>


- -------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1997

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



<TABLE>
<CAPTION>



INVESTMENT INCOME
<S>                                                                                  <C>
Income:

    Interest....................................................................      $  3,078,825
                                                                                      ------------
Expenses: (Note 2)
    Investment management fee...................................................           342,844
    Administration fee..........................................................           179,993
    Shareholder servicing fee...................................................           176,861
    Custodian fee...............................................................            12,852
    Shareholder servicing and related shareholder expenses......................            52,061
    Legal, compliance and filing fees...........................................            34,262
    Audit and accounting........................................................            61,550
    Trustees' fees..............................................................             6,222
    Amortization of organization expenses.......................................            11,443
    Other.......................................................................             4,382
                                                                                      ------------
       Total expenses...........................................................           882,470
       Less: Expenses paid indirectly (Note 2)..................................     (       2,310)
       Less: Fees waived and expenses reimbursed (Note 2).......................     (     433,896)
                                                                                      ------------
       Net expenses.............................................................           446,264
                                                                                      ------------
Net investment income...........................................................         2,632,561

<CAPTION>

REALIZED GAIN (LOSS) ON INVESTMENTS
<S>                                                                                  <C> 


Net realized gain (loss) on investments.........................................            -0-
                                                                                      ------------
Increase in net assets from operations..........................................      $  2,632,561
                                                                                      ============
                                                                                      


</TABLE>

- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.


                                       35
<PAGE>


- -------------------------------------------------------------------------------
FLORIDA DAILY MUNICIPAL INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED AUGUST 31, 1997 AND 1996

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



<TABLE>
<CAPTION>


                                                                                  1997               1996
                                                                              ------------       ------------


INCREASE (DECREASE) IN NET ASSETS
<S>                                                                         <C>                 <C>


Operations:
     Net investment income......................................             $   2,632,561       $  1,341,397

     Net realized gain (loss) on investments....................                   -0-               -0-
                                                                              ------------        -----------

Increase in net assets from operations..........................                 2,632,561          1,341,397

Dividends to shareholders from net investment income:

     Class A....................................................             (   2,143,306)*     (    821,675)*

     Class B....................................................             (     489,255)*     (    519,722)*

Transactions in shares of beneficial interest (Note 3):

     Class A....................................................                59,926,041         15,783,783

     Class B....................................................                 2,169,867       (    562,659)
                                                                              ------------        -----------

         Total increase.........................................                62,095,908         15,221,124


Net assets:
     Beginning of year..........................................                46,368,963         31,147,839
                                                                              ------------        -----------
     End of year................................................             $ 108,464,871       $ 46,368,963
                                                                              ============        ===========


* Designated as exempt-interest dividends for federal income tax purposes.




</TABLE>

- -------------------------------------------------------------------------------
                       See Notes to Financial Statements.




                                       36
<PAGE>


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

FLORIDA DAILY MUNICIPAL INCOME FUND
NOTES TO FINANCIAL STATEMENTS

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

1. Summary of Accounting Policies.

Florida  Daily  Municipal  Income Fund, a  Massachusetts  Business  Trust,  is a
no-load,  non-diversified,  open-end  management  investment  company registered
under the Investment  Company Act of 1940. The Fund is a short-term,  tax exempt
money market  fund.  The Fund has two classes of stock  authorized,  Class A and
Class B. The  Class A shares  are  subject  to a  service  fee  pursuant  to the
Distribution  and Service Plan.  The Class B shares are not subject to a service
fee. Additionally,  the Fund may allocate among its classes certain expenses, to
the extent  allowable  to  specific  classes,  including  transfer  agent  fees,
government   registration   fees,   certain  printing  and  postage  costs,  and
administrative  and legal  expenses.  Class  Specific  expenses of the Fund were
limited to  distribution  fees and minor transfer agent  expenses.  In all other
respects  the  Class A and Class B shares  represent  the same  interest  in the
income  and  assets  of the Fund.  Its  financial  statements  are  prepared  in
accordance  with  generally  accepted   accounting   principles  for  investment
companies as follows:

     a) Valuation of Securities -
     Investments are valued at amortized cost.  Under this valuation  method,  a
     portfolio  instrument  is valued at cost and any  discount  or  premium  is
     amortized  on a  constant  basis to the  maturity  of the  instrument.  The
     maturity of variable rate demand  instruments is deemed to be the longer of
     the period  required  before the Fund is entitled to receive payment of the
     principal  amount or the  period  remaining  until the next  interest  rate
     adjustment.

     b) Federal Income Taxes -
     It is the Fund's  policy to comply with the  requirements  of the  Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all of its tax exempt and taxable income to its shareholders. Therefore, no
     provision for federal income tax is required.

     c) Dividends and Distributions -
     Dividends from investment  income  (excluding  capital gains and losses, if
     any, and  amortization  of market  discount)  are  declared  daily and paid
     monthly.  Distributions of net capital gains, if any,  realized on sales of
     investments are made after the close of the Fund's fiscal year, as declared
     by the Fund's Board of Directors.

     d) Use of Estimates -
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that effect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial statements and the reported amounts of increases and decreases in
     net assets from  operations  during the reporting  period.  Actual  results
     could differ from those estimates.

     e) General -
     Securities transactions are recorded on a trade date basis. Interest income
     is  accrued  as  earned.   Realized   gains  and  losses  from   securities
     transactions are recorded on the identified cost basis.


2. Investment Management Fees and Other Transactions with Affiliates.

Under the Investment Management Contract, the Fund pays an investment management
fee to Reich & Tang Asset  Management L.P.  (Manager) at the annual rate of .40%
of the Fund's average daily net assets.  

Pursuant to an Administrative  Services Contract the Fund pays to the Manager an
annual fee of .21% of the Fund's average daily net assets.


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


                                       37
<PAGE>
- -------------------------------------------------------------------------------

FLORIDA DAILY MUNICIPAL INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

===============================================================================
2.Investment   Management  Fees  and  Other   Transactions   with  Affiliates
(Continued).

Pursuant to a Distribution Plan adopted under Securities and Exchange Commission
Rule 12b-1, the Fund and Reich & Tang  Distributors  L.P. (the Distributor) have
entered into a  Distribution  Agreement and a Shareholder  Servicing  Agreement,
only with  respect  to Class A shares of the Fund.  For its  services  under the
Shareholder  Servicing  Agreement,  the Distributor  receives from the Fund with
respect  only to the Class A shares,  a fee equal to .25% of the Fund's  average
daily net assets.  There were no additional  expenses borne by the Fund pursuant
to the  Distribution  Plan.  

During the year ended August 31, 1997, the Manager voluntarily waived investment
management fees and administration fees of $262,474 and $171,422, respectively.

Included in the statement of operations under the caption "Shareholder servicing
and related shareholder expenses" are expense offsets of $2,310.

Fees are paid to Trustees who are unaffiliated  with the Manager on the basis of
$1,000 per annum plus $250 per meeting attended.

Included in the Statement of Operations under the caption "Shareholder servicing
and  related  shareholder  expenses"  are fees of  $42,846  paid to Reich & Tang
Services L.P., an affiliate of the Manager, as servicing agent for the Fund.

3.Transactions in Shares of Beneficial Interest. 

At August 31, 1997, an unlimited  number of shares of beneficial  interest ($.01
par value)  were  authorized  and  capital  paid in  amounted  to  $108,468,768.
Transactions, all at $1.00 per share, were as follows:
<TABLE>
<CAPTION>
      Class A                                               Year Ended                        Year Ended
                                                          August 31, 1997                   August 31, 1996
                                                          ----------------                  ---------------
      <S>                                                <C>                               <C>
      Sold............................................        290,402,555                        97,806,611
      Issued on reinvestment of dividends.............          2,012,037                           750,946
      Redeemed........................................    (   232,488,551)                 (     82,773,774)
                                                           --------------                   ---------------
      Net increase ...................................         59,926,041                        15,783,783
                                                          ===============                  ================
<CAPTION>
      Class B                                               Year Ended                        Year Ended
                                                          August 31, 1997                   August 31, 1996
                                                          ---------------                   ---------------
      <S>                                                <C>                               <C> 
      Sold............................................         92,064,894                       141,842,014
      Issued on reinvestment of dividends.............            461,971                           477,971
      Redeemed........................................    (    90,356,998)                  (   142,882,644)
                                                           --------------                    --------------
      Net increase....................................          2,169,867                   (       562,659)
                                                          ===============                   ===============
</TABLE>

4. Sales of Securities.

Accumulated  undistributed  realized  losses at August  31,  1997,  amounted  to
$3,897.  Such amount  represents  tax basis capital  losses which may be carried
forward to offset future  capital  gains.  Such losses expire through August 31,
2004.

5. Concentration of Credit Risk. 

The Fund invests primarily in obligations of political subdivisions of the State
of Florida and,  accordingly,  is subject to the credit risk associated with the
non-performance  of such issuers.  Approximately  66% of these  investments  are
further  secured,  as to principal and interest,  by letters of credit issued by
financial  institutions.  The Fund maintains a policy of monitoring its exposure
by  reviewing  the  credit  worthiness  of the  issuers,  as well as that of the
financial institutions issuing the letters of credit, and by limiting the amount
of holdings with letters of credit from one financial institution.

6. Financial Highlights.
   Reference is made to page 2 of the Prospectus under Financial Highlights.
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