ARTICLES OF INCORPORATION

                                       OF

                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.


     FIRST: (1) The name of the incorporator is Nancy J. Esh.

     (2) The  incorporator's  post office address is 280 Park Avenue,  New York,
New York 10017.

     (3) The incorporator is over eighteen years of age.

     (4) The incorporator is forming the corporation  named in these Articles of
Incorporation under the General Corporation Law of the State of Maryland.

     SECOND: The name of the corporation  (hereinafter called the "Corporation")
is Connecticut Daily Tax Free Income Fund, Inc.

          THIRD: The purposes for which the Corporation is formed are:

               (a)  to  conduct,  operate  and  carry  on  the  business  of  an
          investment company;

               (b) to  subscribe  for,  invest  in,  reinvest  in,  purchase  or
          otherwise acquire,  hold, pledge,  sell, assign,  transfer,  exchange,
          distribute or otherwise dispose of notes, bills, bonds, debentures and
          other  negotiable  or  non-negotiable  instruments,   obligations  and
          evidences of  indebtedness  issued or  guaranteed  as to principal and
          interest  by  the  United   States   Government,   or  any  agency  or
          instrumentality thereof, any State or local government,  or any agency
          or instrumentality thereof, or any other securities of any kind issued
          by any  corporation  or other issuer  organized  under the laws of the
          United  States or any State,  territory or  possession  thereof or any
          foreign  country or any subdivision  thereof or otherwise,  to pay for
          the same in cash or by the issue of stock,  including  treasury stock,
          bonds and notes of the  Corporation or otherwise;  and to exercise any
          and all rights,  powers and  privileges  of  ownership  or interest in
          respect of any and all such investments of every kind and description,
          including and without  limitation,  the right to consent and otherwise
          act with respect thereto, with power to designate one or more persons,
          firms,  associations  or  corporations to exercise any of said rights,
          powers and privileges in respect of any said investments;


               (c)  to  conduct  research  and   investigations  in  respect  of
          securities, organizations, business and general business and financial
          conditions  in 


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          the  United  States  of  America  and  elsewhere  for the  purpose  of
          obtaining  information  pertinent to the  investment and employment of
          the  assets  of the  Corporation  and to  procure  any  and all of the
          foregoing to be done by others as independent  contractors  and to pay
          compensation therefore;

               (d) to borrow money or otherwise  obtain credit and to secure the
          same by mortgaging,  pledging or otherwise  subjecting as security the
          assets of the Corporation,  and to endorse, guarantee or undertake the
          performance  of any  obligation,  contract or  engagement of any other
          person, firm, association or corporation;

               (e) to  issue,  sell,  distribute,  repurchase,  redeem,  retire,
          cancel,  acquire,  hold, resell,  reissue,  dispose of, transfer,  and
          otherwise  deal in,  shares  of stock  of the  Corporation,  including
          shares of stock of the Corporation in fractional denominations, and to
          apply to any such repurchase, redemption, retirement,  cancellation or
          acquisition  of  shares  of stock  of the  Corporation,  any  funds or
          property of the Corporation,  whether capital or surplus or otherwise,
          to the full extent now or hereafter permitted by the laws of the State
          of Maryland and by these Articles of Incorporation;

               (f) to conduct its business,  promote its purposes,  and carry on
          its  operations  in any and all of its branches  and maintain  offices
          both within and without the State of  Maryland,  in any and all States
          of the United States of America,  in the District of Columbia,  and in
          any  or  all  commonwealths,   territories,   dependencies,  colonies,
          possessions,  agencies,  or  instrumentalities of the United States of
          America and of foreign governments;

               (g) to carry  out all or any part of the  foregoing  purposes  or
          objects  as  principal  or  agent,  or in  conjunction  with any other
          person,  firm,  association,  corporation  or  other  entity,  or as a
          partner  or member of a  partnership,  syndicate  or joint  venture or
          otherwise,  and in any part of the  world to the  same  extent  and as
          fully as natural persons might or could do;

               (h)  to  have  and  exercise  all of the  powers  and  privileges
          conferred  by the laws of the  State  of  Maryland  upon  corporations
          formed under the laws of such State; and

               (i) to do any  and  all  such  further  acts  and  things  and to
          exercise  any and all such  further  powers and  privileges  as may be
          necessary,  incidental,  relative, conducive, appropriate or desirable
          for the foregoing purposes.


     The enumeration herein of the objects and purposes of the Corporation shall
be  construed  as powers as well as objects and purposes and shall not be deemed
to exclude by
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inference any powers,  objects or purposes which the Corporation is empowered to
exercise, whether expressly by force of the laws of the State of Maryland now or
hereafter in effect,  or impliedly,  by the reasonable  construction of the said
law.

     FOURTH:  The post office address of the principal office of the Corporation
within the State of Maryland is 1300 Mercantile Bank & Trust Building, 2 Hopkins
Plaza, Baltimore, Maryland 21201.

     The resident  agent of the  Corporation  in the State of Maryland is United
States Corporation  Company, at 1300 Mercantile Bank & Trust Building, 2 Hopkins
Plaza, Baltimore, Maryland 21201.

     FIFTH:  (1) The total  number of shares of stock of all  classes  which the
Corporation  shall have authority to issue is twenty  billion  (20,000,000,000),
all of which stock shall have at par value of One Tenth of One Cent  ($.001) per
share.  The  aggregate  par  value  of all  authorized  shares  of  stock of the
Corporation is Twenty Million Dollars ($20,000,000).

             (2) (a) The Board of Directors of the Corporation is authorized to 
classify or to reclassify,  from time to time,  any unissued  shares of stock of
the Corporation,  whether now or hereafter authorized,  by setting,  changing or
eliminating  the  preference,   conversion  or  other  rights,   voting  powers,
restrictions,  limitations  as to  dividends,  and  qualifications  or terms and
conditions of or rights to require redemption of the stock and, pursuant to such
classification  or  reclassification,  to  increase  or  decrease  the number of
authorized  shares of any class, but the number of shares of any class shall not
be reduced by the Board of  Directors  below the number of shares  thereof  then
outstanding.

             (b)  Without  limiting  the  generality  of  the  foregoing  the  
dividends and  distributions of investment income and capital gains with respect
to the stock of the  Corporation,  and with respect to each class that hereafter
may be created,  shall be in such amount as may be declared from time to time by
the Board of Directors, and such dividends and distributions may vary from class
to class to such extent and for such purposes as the Board of Directors may deem
appropriate,  including  but not  limited  to,  the  purpose by  complying  with
requirements of regulatory or legislative authorities.

              (3)  Until  such  time as the Board of  Directors  shall  provide
otherwise  in  accordance  with section (2) of this  Article  FIFTH,  all of the
authorized  shares of stock of the  Corporation  are designated as Common Stock.
Such  shares  and  the  holders  thereof  shall  be  subject  to  the  following
provisions.

               (a) As more fully set forth hereafter, the assets and liabilities
and the income and  expenses of each class of the  Corporation's  stock shall be
determined  separately  and,  accordingly,  the net asset value,  the  dividends
payable to holders, and the amounts distributable in the event of dissolution of
the  Corporation to holders of shares of the  Corporation's  stock may vary from
class to class.  Except for these  differences  and  certain  other  
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differences  hereafter set forth,  each class of the  Corporation's  stock shall
have  the  same  preference,   conversion  and  other  rights,   voting  powers,
restrictions,   limitations  as  to  dividends,  qualifications  and  terms  and
conditions of and rights to require redemption.

               (b) All  consideration  received by the Corporation for the issue
or sale of  shares  of a class of the  Corporation's  stock,  together  with all
income, earnings,  profits, and proceeds thereof, including any proceeds derived
from the sale,  exchange  or  liquidation  thereof,  and any  funds or  payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall  irrevocably  belong to that class for all  purposes,  subject only to the
rights of  creditors,  and shall be so recorded upon the books of account of the
Corporation.  Such  consideration,   income,  earnings,  profits,  and  proceeds
thereof,  including any proceeds derived from the sale,  exchange or liquidation
thereof,  and any  funds  or  payments  derived  from any  reinvestment  of such
proceeds,  in whatever  form the same may be, are herein  referred to as "assets
belonging to" that class.

               (c) The assets  belonging to a class of the  Corporation's  stock
shall be charged with the  liabilities of the  Corporation  with respect to that
class and with that  class'  share of the  liabilities  of the  Corporation  not
attributable to any particular  class, in the latter case in the proportion that
the net asset value of that class bears to the net asset value of all classes of
the Corporation's  stock as determined in accordance with Article NINTH of these
Articles of Incorporation.  The determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,  including  accrued expenses and
reserves, and assets to a particular class or classes.

               (d) Each holder of stock of the Corporation, upon request to the
Corporation  (accompanied by surrender of the appropriate  stock  certificate or
certificates in proper form for transfer,  if any certificates  have been issued
to  represent  such  shares)  shall be entitled to require  the  Corporation  to
redeem,  to the extent that the  Corporation may lawfully effect such redemption
under the laws of the State of Maryland,  all or any part of the shares of stock
standing in the name of such holder on the books of the  Corporation  at a price
per share equal to the net asset value per share  computed  in  accordance  with
Article NINTH hereof.

               (e) (i) The term "Minimum Amount" when used herein shall mean One
Thousand  Dollars ($1,000) unless otherwise fixed by the Board of Directors from
time to time,  provided  that the  Minimum  Amount  may not in any event  exceed
Twenty-Five  Thousand  Dollars  ($25,000).  The Board of Directors may establish
differing  Minimum  Amounts  for each class of the  Corporation's  stock and for
holders of shares of each class of stock based on such  criteria as the Board of
Directors may deem appropriate.

               (ii) If the net  asset  value  of the  shares  of a class  of the
Corporation's  stock held by a stockholder shall be less than the Minimum Amount
then in effect with respect to shares of that class or with respect to shares of
that class held by the  stockholders  in the same category as that  stockholder,
the Corporation may redeem all of those shares,  upon 
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notice given in accordance  with paragraph (iv) of this  subsection  (e), to the
extent that the Corporation  may lawfully effect such redemption  under the laws
of the State of Maryland.

               (iii) The  Corporation  shall be  entitled  but not  required  to
redeem shares of stock from any stockholder or  stockholders,  to the extent and
at such  times as the Board of  Directors  shall,  in its  absolute  discretion,
determine  to  be  necessary  or  advisable  to  prevent  the  Corporation  from
qualifying as a "personal holding  company",  within the meaning of the Internal
Revenue  Code of 1954,  as amended  from time to time.  Notice shall be given in
accordance with paragraph (iv) of this subsection (e).

               (iv) The notice  referred to in paragraphs (ii) and (iii) of this
subsection  (e) shall be in writing  personally  delivered  or  deposited in the
mail,  at least  thirty days (or such other  number of days as may be  specified
from  time to time by the  Board  of  Directors)  prior to such  redemption.  If
mailed,  the notice  shall be addressed  to the  stockholder  at his post office
address  as shown on the  books of the  Corporation,  and sent by  certified  or
registered  mail,  postage  prepaid.  The  price  for  shares  acquired  by  the
Corporation  pursuant to this subsection (e) shall be an amount equal to the net
asset value of such shares, computed in accordance with Article NINTH hereof.

               (f)  Payment  by the  Corporation  for  shares  of  stock  of the
Corporation  surrendered to it for redemption  shall be made by the  Corporation
within seven business days of such surrender out of the funds legally  available
therefore, provided that the Corporation may suspend the right of the holders of
stock of the Corporation to redeem shares of stock and may postpone the right of
such holders to receive  payment for any shares when permitted or required to do
so by applicable  statutes or  regulations.  Payment of the aggregate such price
may be made in cash or, at the  option of the  Corporation,  wholly or partly in
such portfolio securities of the Corporation as the Corporation shall select.

               (g) The right of any holder of stock of the Corporation  redeemed
by the  Corporation as provided in  subsections  (d) or (e) of this section 3 to
receive  dividends  thereon and all other  rights of such holder with respect to
such shares shall  terminate at the time as of which the purchase or  redemption
price of such shares is  determined,  except the right of such holder to receive
(i) the redemption  price of such shares from the  Corporation or its designated
agent and (ii) any dividend or  distribution to which such holder has previously
become  entitled as the record holder of such shares on the record date for such
dividend or  distribution.  If shares of stock are  redeemed by the  Corporation
pursuant to subsection (e) of this section (3) and certificates representing the
redeemed shares have been issued,  the redemption  price need not be paid by the
Corporation  until the certificates have been received by the Corporation or its
agent duly endorsed for transfer.

               (h) The  Corporation  shall be entitled to purchase shares of its
stock,  to the extent that the  Corporation  may lawfully  effect such  purchase
under the laws of the State of Maryland,  upon such terms and conditions and for
such consideration as the Board of 
<PAGE>

Directors shall deem advisable, by agreement with the stockholder at a price not
exceeding  the net asset value per share  computed in  accordance  with  Article
NINTH hereof.

               (i)  The  net  asset  value  of  each  share  of a  class  of the
Corporation's  stock issued and sold or redeemed or purchased at net asset value
shall be the net asset value per share of the shares of that class determined in
accordance with Article NINTH hereof based on the assets belonging to that class
less the liabilities charged to that class.

               (j) In the  absence of any  specification  as to the  purpose for
which  shares of stock of the  Corporation  are redeemed or purchased by it, all
shares so  redeemed  or  purchased  shall be deemed to be  retired  in the sense
contemplated  by the  laws  of the  State  of  Maryland  and the  number  of the
authorized shares of stock of the Corporation shall not be reduced by the number
of any shares redeemed or purchased by it.

               (k)  Shares  of each  class of stock  shall be  entitled  to such
dividends or distributions, in stock or in cash or both, as may be declared from
time to time by the  Board of  Directors,  acting in its sole  discretion,  with
respect to such class, provided that dividends or distributions shall be paid on
shares of a class of stock only out of lawfully  available  assets  belonging to
that class.

               (l) For the purpose of allowing  the net asset value per share of
class of the  Corporation's  stock to remain constant,  the Corporation shall be
entitled to declare, pay and credit as dividends daily the net income (which may
include  or give  effect  to  realized  and  unrealized  gains  and  losses,  as
determined  in  accordance  with  the  Corporation's  accounting  and  portfolio
valuation policies) of the Corporation allocated to that class. If the amount so
determined for any day is negative,  the Corporation shall be entitled,  without
the payment of monetary compensation but in consideration of the interest of the
Corporation  and its  stockholders in maintaining a constant net asset value per
share of the class,  to redeem pro rata from all the  stockholders  of record of
shares  of the  class at the time of such  redemption  (in  proportion  to their
respective  holdings thereof) such number of outstanding shares of the class, or
fractions thereof,  as shall be required to permit the net asset value per share
of the class to remain constant.

               (m) In  the  event  of  the  liquidation  or  dissolution  of the
Corporation,  the  stockholders of a class of the  Corporation's  stock shall be
entitled to receive, as a class, out of the assets of the Corporation  available
for distribution to stockholders, the assets belonging to that class. The assets
so distributable to the stockholders of a class shall be distributed  among such
stockholders  in  proportion  to the number of shares of that class held by them
and  recorded on the books of the  Corporation.  In the event that there are any
assets  available for  distribution  that are not attributable to any particular
class of stock,  such assets shall be allocated to all classes in  proportion to
the net  asset  value of the  respective  classes  and then  distributed  to the
holders  of stock of each  class in  proportion  to the net  asset  value of the
shares of that class held by the respective holders.
<PAGE>

               (n) On each matter submitted to a vote of the stockholders,  each
holder of a share of stock  shall be  entitled  to one vote for each such  share
standing in his name on the books of the  Corporation  irrespective of the class
thereof;  provided,  however, that to the extent class voting is required by the
Investment Company Act of 1940 or regulations  thereunder,  as from time to time
amended,  or the laws of the  State of  Maryland  as to any such  matter,  those
requirements shall apply.

               (o) The  Corporation  may  issue  shares  of stock in  fractional
denominations  to the same extent as its whole shares,  and shares in fractional
denominations shall be shares of stock having  proportionately to the respective
fractions represented thereby all the rights of whole shares,  including without
limitation, the right to vote, the right to receive dividends and distributions,
and the right to participate upon liquidation of the Corporation,  but excluding
the right to receive a stock certificate representing fractional shares.

               (4) No holder of any shares of stock of the Corporation  shall be
entitled as of right to subscribe for,  purchase,  or otherwise acquire any such
shares which the Corporation shall issue or propose to issue; and any and all of
the shares of stock of the Corporation, whether now or hereafter authorized, may
be issued,  or may be reissued or transferred  if the same have been  reacquired
and have  treasury  status,  by the Board of Directors to such  persons,  firms,
corporations and associations,  and for such lawful  consideration,  and on such
terms, as the Board of Directors in its discretion may determine,  without first
offering same, or any thereof, to any said holder.

               (5) All persons who shall  acquire  stock or other  securities of
the  Corporation  shall  acquire  the same  subject to the  provisions  of these
Articles of Incorporation, as from time to time amended.

     SIXTH: The number of directors of the Corporation,  until such number shall
be increased  pursuant to the By-Laws of the  Corporation,  shall be three.  The
number of  directors  shall  never be less  than the  number  prescribed  by the
General  Corporation  Law of the State of Maryland  and shall never be more than
twenty.  The names of the persons who shall act as directors of the  Corporation
until the first  annual  meeting or until their  successors  are duly chosen and
qualify are Joseph H. Reich, Oscar L. Tang and William Berkowitz.

     SEVENTH: The following provisions are inserted for the purpose of defining,
limiting  and  regulating  the  powers  of the  Corporation  and of the Board of
Directors and stockholders.

               (a) The business and affairs of the Corporation  shall be managed
under the direction of the Board of Directors  which shall have and may exercise
all powers of the  Corporation  except  those  powers which are by law, by these
Articles of  Incorporation  or by the By-Laws  conferred upon or reserved to the
stockholders.  In furtherance  and not in limitation of the powers  conferred by
law, the Board of Directors shall have power:
<PAGE>

               (i) to make, alter and repeal the By-Laws of the Corporation;

               (ii) to issue and sell, from time to time, shares of any class of
the  Corporation's  stock in such amounts and on such terms and conditions,  and
for such  amount  and kind of  consideration,  as the Board of  Directors  shall
determine,  provided  that the  consideration  per share to be  received  by the
Corporation  shall be not less than the greater of the net asset value per share
of that class of stock at such time  computed in  accordance  with Article NINTH
hereof or the par value thereof;

               (iii)  from time to time to set  apart  out of any  assets of the
Corporation  otherwise available for dividends a reserve or reserves for working
capital or for any other proper purpose or purposes,  and to reduce,  abolish or
add to any such reserve or reserves from time to time as said Board of Directors
may deem to be in the best interests of the Corporation; and to determine in its
discretion what part of the assets of the Corporation available for dividends in
excess of such reserve or reserves  shall be declared in  dividends  and paid to
the stockholders of the Corporation; and

               (iv) from time to time to  determine  to what  extent and at what
times and places and under what conditions and  regulations the accounts,  books
and records of the Corporation,  or any of them, shall be open to the inspection
of the  stockholders;  and no  stockholder  shall have any right to inspect  any
account or book or document of the Corporation,  except as conferred by the laws
of the State of Maryland,  unless and until authorized to do so by resolution of
the Board of Directors or of the stockholders of the Corporation.

               (b)  Notwithstanding any provision of the General Corporation Law
of the State of Maryland  requiring a greater  proportion than a majority of the
votes of all classes or of any class of the  Corporation's  stock entitled to be
cast in order to take or authorize  any action,  any such action may be taken or
authorized upon the  concurrence of a majority of the aggregate  number of votes
entitled  to be cast  thereon  subject  to any  applicable  requirements  of the
Investment  Company  Act of 1940,  as from time to time in  effect,  or rules or
orders of the Securities and Exchange Commission or any successor thereto.

               (c) Except as may  otherwise be expressly  provided by applicable
statutes or regulatory  requirements,  the presence in person or by proxy of the
holders of one-third of the shares of stock of the Corporation  entitled to vote
shall constitute a quorum at any meeting of the stockholders.

               (d)  Any  determination  made  in  good  faith  and,  so  far  as
accounting   matters  are  involved,   in  accordance  with  generally  accepted
accounting  principles  by or  pursuant  to  the  discretion  of  the  Board  of
Directors, as to the amount of the assets, debts, obligations, or liabilities of
the  Corporation,  as to the amount of any  reserves  or changes  set up and the
propriety  thereof,  as to the time of or purposes for creating such reserves or
charges,  as to the use,  alteration or  cancellation of any reserves or charges
(whether or not any debt,  obligation  or liability  for which such  reserves or
charges  shall have been created  shall have been paid or dis-
<PAGE>

charged or shall by then or thereafter required to be paid or discharged), as to
the  value of or the  method  of  valuing  any  investment  owned or held by the
Corporation,  as to the  market  value or fair value of any  investment  or fair
value of any other asset of the  Corporation,  as to the allocation of any asset
of the Corporation to a particular class or classes of the Corporation's  stock,
as to the charging of any liability of the Corporation to a particular  class or
classes  of  the  Corporation's  stock,  as to  the  number  of  shares  of  the
Corporation  outstanding,  as to the  estimated  expense to the  Corporation  in
connection  with  purchases  of its  shares,  as to  the  ability  to  liquidate
investments  in orderly  fashion,  or as to any other  matters  relating  to the
issue, sale,  purchase and/or other acquisition or disposition of investments or
shares of the  Corporation,  shall be final and  conclusive and shall be binding
upon the  Corporation and all holders of its shares,  past,  present and future,
and  shares  of the  Corporation  are  issued  and  sold  on the  condition  and
understanding  that  any  and  all  such  determinations  shall  be  binding  as
aforesaid.

               (e) Except to the extent prohibited by the Investment Company Act
of 1940, as amended, or rules,  regulations or orders thereunder  promulgated by
the  Securities  and  Exchange  Commission  or any  successor  thereto or by the
By-Laws of the Corporation,  a director,  officer or employee of the Corporation
shall not be disqualified  by his position from dealing or contracting  with the
Corporation, nor shall any transaction or contract of the Corporation be void or
voidable  by reason of the fact that any  director,  officer or  employee or any
firm of which any director,  officer or employee is a member or any  corporation
of which  any  director,  officer  or  employee  is a  stockholder,  officer  or
director,  is in any way interested in such  transaction  or contract;  provided
that in case a  director,  or a firm or  corporation  of which a  director  is a
member,  stockholder,  officer or director, is so interested, such fact shall be
disclosed  to or shall have been known by the Board of  Directors  or a majority
thereof;  and any director of the Corporation who is so interested,  or who is a
member,  stockholder,  officer or director of such firm or  corporation,  may be
counted in determining  the existence of a quorum at any meeting of the Board of
Directors of the  Corporation  which shall  authorize  any such  transaction  or
contract, with like force and effect as if he were not such director, or member,
stockholder, officer or director of such firm or corporation.

               (f)  Specifically   and  without   limitation  of  the  foregoing
subsection (e) but subject to the exception therein prescribed,  the Corporation
may  enter  into  management  or  advisory,   underwriting,   distribution   and
administration  contracts  and other  contracts,  and may otherwise do business,
with Reich & Tang, Inc., and any parent, subsidiary or affiliate of such firm or
any affiliates of any such affiliate, or the stockholders,  directors,  officers
and employees thereof, and may deal freely with one another notwithstanding that
the Board of Directors of the  Corporation may be composed in part of directors,
officers  or  employees  of  such  firm  and/or  its  parents,  subsidiaries  or
affiliates  and that  officers of the  Corporation  may have been,  be or become
directors, officers, or employees of such firm, and/or its parents, subsidiaries
or  affiliates,   and  neither  such   management  or  advisory,   underwriting,
distribution or  administration  contracts nor any other contract or transaction
between  the  Corporation  and such firm  and/or its  parents,  subsidiaries  or
affiliates  shall be invalidated or in any way affected  thereby,  nor shall any
director or officer of the  Corporation  be liable to the  Corporation or to any
<PAGE>

stockholder or creditor  thereof or to any person for any loss incurred by it or
him under or by reason of such  contract or  transaction;  provided that nothing
herein  shall  protect any  director or officer of the  Corporation  against any
liability  to the  Corporation  or to its  security  holders  to  which he would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office; and provided always that such contract or transaction shall have been on
terms  that  were  not  unfair  to the  Corporation  at the time at which it was
entered into.

     EIGHTH:  Subject to the requirements of the Investment  Company Act of 1940
and rules promulgated  thereunder,  as from time to time amended, to the maximum
extent permitted by the General Corporation Law of the State of Maryland as from
time to time amended,  the Corporation  shall indemnify its currently acting and
its former  directors  and officers and those persons who, at the request of the
Corporation,  serve  or have  served  another  corporation,  partnership,  joint
venture, trust or other enterprise in one or more of such capacities.

     NINTH: For the purpose of the computation of net asset value referred to in
these Articles of Incorporation, the following rules shall apply:

               (a)  The  net  asset  value  of  each  share  of a  class  of the
Corporation's stock issued or sold at its net asset value shall be the net asset
value per share of that class when next  determined as provided in paragraph (d)
of  this  Article  NINTH   following   acceptance  by  the  Corporation  of  the
subscription or other agreement with respect to the issue or sale of such share.

               (b)  The  net  asset  value  of  each  share  of a  class  of the
Corporation's  stock  redeemed by the  Corporation  at the request of its holder
shall be the net asset  value per share of that  class when next  determined  as
provided  in  paragraph  (d) of  this  Article  NINTH  following  the  time  the
Corporation  receives a request for  redemption of such share in good order with
all  appropriate  documentation,  including  stock  certificates,  if any,  duly
endorsed for transfer.

               (c)  The  net  asset  value  of  each  share  of a  class  of the
Corporation's  stock purchased or redeemed by it otherwise than upon request for
redemption by its holder shall be the net asset value per share of that class of
the  Corporation's  stock when next  determined  as provided in paragraph (d) of
this Article NINTH  following the  Corporation's  determination  or agreement to
purchase or redeem such share,  the expiration of any notice period  fulfillment
of any other conditions precedent to such purchase or redemption,  or such lower
price  per  share  as may be  specified  in the  agreement,  if  any,  with  the
stockholder for the purchase or redemption of his shares.

               (d)  The  net  asset   value  of  a  share  of  a  class  of  the
Corporation's  stock as at the time of a particular  determination  shall be the
quotient  obtained by  dividing  the value at such time of the net asset of that
class  (i.e.,  the  value  of the  assets  belonging  to  that  class  less  the
liabilities charged to that class exclusive of capital stock and surplus) by the
total number
<PAGE>

of shares of that class outstanding at such time, all determined and computed as
provided in the Corporation's  By-Laws or by or pursuant to the direction of the
Board of Directors.

               (e) The Corporation shall determine the net asset value per share
of a class of its  stock on such  days and at such  times as  prescribed  by the
rules and regulations of the Securities and Exchange Commission or any successor
thereto. The Corporation may also determine such net asset value at other times.

               (f) The  Corporation  may  suspend the  determination  of the net
asset  value of a class of its stock  during any period  when it may suspend the
right of the  holders  of shares of that  class to require  the  Corporation  to
redeem their shares.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision  contained in these Articles of  Incorporation or in any amendment
hereto in the manner  now or  hereafter  prescribed  by the laws of the State of
Maryland,  and all rights conferred upon stockholders herein are granted subject
to this reservation.

     IN  WITNESS  WHEREOF,  the  undersigned,  being  the  incorporator  of  the
Corporation,  has adopted and signed  these  Articles of  Incorporation  for the
purpose of forming  the  corporation  described  herein  pursuant to the General
Corporation Law of the State of Maryland and does hereby  acknowledge  that said
adoption and signing are her act.




                                                  /s/Nancy J. Esh, Incorporator
                                                     Nancy J. Esh, Incorporator


Dated:  March 7, 1985

<PAGE>

                              ARTICLES OF AMENDMENT
                                       OF
                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.

         Connecticut  Daily Tax Free Income Fund,  Inc., a Maryland  Corporation
having its  principal  office in the State of Maryland in the City of  Baltimore
(hereinafter called the  "Corporation"),  the total number of shares of stock of
all classes and series which the Corporation presently has authority to issue is
20,000,000,000 shares of capital stock (par value $.001 per share), amounting in
aggregate par value to  $20,000,000,  certifies to the Department of Assessments
and Taxation of Maryland that:

         FIRST:   The charter of the Corporation is hereby amended
as follows:

         1. Article FIFTH of the charter of the Corporation is hereby amended by
striking out Article FIFTH and inserting in lieu thereof the following:

                    Fa) The total  number of shares of stock of all  classes and
                    series  which  the  Corporation  has  authority  to issue is
                    20,000,000,000  shares of capital stock (par value $.001 per
                    share), amounting in aggregate par value to $20,000,000. All
                    of such shares are classified as "Common  Stock".  The Board
                    of Directors may classify or reclassify any unissued  shares
                    of  capital  stock  (whether  or not such  shares  have been
                    previously  classified or reclassified) from time to time by
                    setting  or  changing  in  any  one  or  more  respects  the
                    preferences,  conversion  or other  rights,  voting  powers,
                    restrictions,  limitations as to dividends,  qualifications,
                    or terms or  conditions  of  redemption  of such  shares  of
                    stock.


          (a) Unless otherwise  prohibited by law, so long as the Corporation is
     registered  as an open-end  company under the  Investment  Company Act, the
     Board of Directors shall have the power and authority, without the approval
     of the holders of any  outstanding  shares,  to  increase  or decrease  the
     number of shares of capital  stock or the number of shares of capital stock
     of any class or series that the Corporation has authority to issue.


          b) Any series of Common Stock shall be referred to herein individually
     as a "Series" and collectively,  together with any further series from time
     to time established, as the "Series".

          c) The following is a description of the  preferences,  conversion and
     other rights,  voting  powers,  restrictions,  limitations as to dividends,
     qualifications, and terms and conditions of redemption of the shares of any
     additional  
<PAGE>

     Series of Common Stock of the Corporation (unless provided otherwise by the
     Board of Directors with respect to any such  additional  Series at the time
     it is established and designated):

               (i) Asset Belonging to Series. All consideration  received by the
          Corporation  from the issue or sale of shares of a particular  Series,
          together  with all assets in which such  consideration  is invested or
          reinvested,  all  income,  earnings,  profits  and  proceeds  thereof,
          including any proceeds derived from the sale,  exchange or liquidation
          of such assets,  and any funds or payments derived from any investment
          or  reinvestment  of such  proceeds in whatever  form the same may be,
          shall irrevocably belong to that Series for all purposes, subject only
          to the rights of creditors, and shall be so recorded upon the books of
          account  of  the  Corporation.  Such  consideration,  assets,  income,
          earnings,  profits  and  proceeds,  together  with any  General  Items
          allocated to that Series as provided in the  following  sentence,  are
          herein referred to collectively as "assets  belonging to" that Series.
          In the event that there are any assets, income,  earnings,  profits or
          proceeds  which  are not  readily  identifiable  as  belonging  to any
          particular Series (collectively,  "General Items"), such General Items
          shall  be  allocated  by or  under  the  supervision  of the  Board of
          Directors to and among any one or more of the Series  established  and
          designated  from time to time in such  manner and on such basis as the
          Board of Directors, in its sole discretion,  deems fair and equitable;
          and any General Items so allocated to a particular Series shall belong
          to that Series.  Each such  allocation by the Board of Directors shall
          be conclusive and binding for all purposes.

               (ii)  Liabilities  of  Series.   The  assets  belonging  to  each
          particular  Series  shall  be  charged  with  the  liabilities  of the
          Corporation in respect of that Series and all expenses, costs, charges
          and reserves attributable to that Series, and any general liabilities,
          expenses,  costs, charges or reserves of the Corporation which are not
          readily  identifiable as pertaining to any particular Series, shall be
          allocated  and  charged  by or under the  supervision  of the Board of
          Directors to and among any one or more of the Series  established  and
          designated  from time to time in such  manner and on such basis as the
          Board of Directors, in its sole discretion,  deems fair and equitable.
          The liabilities,  expenses,  costs, charges and reserves allocated and
          so  charged  to a  Series  are  herein  referred  to  collectively  as
          "liabilities   of"  that  Series.   Each  allocation  of  liabilities,
          expenses,  costs,  charges and reserves by or under the supervision 
<PAGE>

          of the Board of  Directors  shall be  conclusive  and  binding for all
          purposes.

               (iii)  Dividends and  Distributions.  Dividends and capital gains
          distributions  on shares of a particular  Series may be paid with such
          frequency,  in such form and in such amount as the Board of  Directors
          may determine by resolution  adopted from time to time, or pursuant to
          a standing  resolution or  resolutions  adopted only once or with such
          frequency as the Board of Directors may determine, after providing for
          actual and accrued liabilities of that Series. All dividends on shares
          of a particular  Series shall be paid only out of the income belonging
          to that  Series and all  capital  gains  distributions  on shares of a
          particular  Series  shall  be  paid  only  out  of the  capital  gains
          belonging to that Series. All dividends and distributions on shares of
          a particular  Series shall be  distributed  pro rata to the holders of
          that Series in  proportion to the number of shares of that Series held
          by such  holders  at the date and time of record  established  for the
          payment of such dividends or distributions,  except that in connection
          with any dividend or distribution  program or procedure,  the Board of
          Directors  may  determine  that no dividend or  distribution  shall be
          payable on shares as to which the stockholder's  purchase order and/or
          payment have not been received by the time or times established by the
          Board of Directors under such program or procedure.

               Dividends  and  distributions  may be paid in cash,  property  or
          additional  shares of the same or  another  Series,  or a  combination
          thereof,  as  determined  by the Board of Directors or pursuant to any
          program that the Board of Directors may have in effect at the time for
          the  election  by  stockholders  of the  form in  which  dividends  or
          distributions  are to be paid. Any such dividend or distribution  paid
          in shares shall be paid at the current net asset value thereof.

               (i)  Voting.   On  each  matter   submitted  to  a  vote  of  the
          stockholders,  each holder of shares shall be entitled to one vote for
          each  share  standing  in his name on the  books  of the  Corporation,
          irrespective of the Series thereof, and all shares of all Series shall
          vote as a single class ("Single  Class  Voting");  provided,  however,
          that (i) as to any matter with respect to which a separate vote of any
          Series is required by the  Investment  Company Act or by the  Maryland
          General  Corporation  Law, such  requirement  as to a separate vote by
          that Series  shall apply in lieu of Single Class  Voting;  (ii) in the
          event that the  separate  vote  requirement  referred to in clause (i)
          above  applies with respect to one or more  Series,  then,  subject to
          clause  (iii)  below,  the shares of all other  
<PAGE>

          Series shall vote as a single class;  and (iii) as to any matter which
          does  not  affect  the  interest  of a  particular  Series,  including
          liquidation  of another  Series as described in subsection  (7) below,
          only the holders of shares of the one or more affected Series shall be
          entitled to vote.

               (ii)  Redemption  by  Stockholders.  Each  holder  of shares of a
          particular  Series  shall  have  the  right  at such  times  as may be
          permitted by the  Corporation to require the Corporation to redeem all
          or any part of his shares of that Series,  at a  redemption  price per
          share  equal to the net  asset  value per  share of that  Series  next
          determined after the shares are properly tendered for redemption, less
          such  redemption  fee or sales charge,  if any, as may be  established
          from time to time by the Board of  Directors  in its sole  discretion.
          Payment of the redemption price shall be in cash;  provided,  however,
          that if the Board of Directors  determines,  which determination shall
          be conclusive, that conditions exist which make payment wholly in cash
          unwise or undesirable,  the Corporation  may, to the extent and in the
          manner permitted by the Investment Company Act, make payment wholly or
          partly in securities or other assets  belonging to the Series of which
          the shares being redeemed are a part, at the value of such  securities
          or assets used in such determination of net asset value.

               Payment by the Corporation for shares of stock of the Corporation
          surrendered  to it for  redemption  shall  be made by the  Corporation
          within  such  period  from  surrender  as may be  required  under  the
          Investment  Company  Act and the  rules  and  regulations  thereunder.
          Notwithstanding the foregoing, the Corporation may postpone payment of
          the  redemption  price and may  suspend  the right of the  holders  of
          shares of any Series to require the  Corporation  to redeem  shares of
          that  Series  during  any period or at any time when and to the extent
          permissible under the Investment Company Act.

               (i) Redemption by  Corporation.  The Board of Directors may cause
          the  Corporation  to redeem at their net asset value the shares of any
          Series held in an account having, because of redemptions or exchanges,
          a net asset  value on the date of the notice of  redemption  less than
          the Minimum Amount,  as defined below, in that Series specified by the
          Board of Directors from time to time in its sole discretion,  provided
          that at least 30 days prior written notice of the proposed  redemption
          has been given to the holder of any such  account by first class mail,
          postage prepaid,  at the address contained in the books and records of
          the  Corporation  
<PAGE>

          and such holder has been given an opportunity to purchase the required
          value of additional shares.

               (i) the term  "Minimum  Amount"  when used herein  shall mean One
          Thousand  Dollars  ($1,000)  unless  otherwise  fixed by the  Board of
          Directors from time to time,  provided that the Minimum Amount may not
          in any event exceed Twenty-Five Thousand Dollars ($25,000).  The Board
          of Directors may establish  differing  Minimum  Amounts for each class
          and  series of the  Corporation's  stock and for  holders of shares of
          each such  class and  series of stock  based on such  criteria  as the
          Board of Directors may deem appropriate.

               (ii) the Corporation shall be entitled but not required to redeem
          shares of stock from any stockholder or  stockholders,  as provided in
          this  subsection  (6), to the extent and at such times as the Board of
          Directors shall, in its absolute discretion, determine to be necessary
          or advisable to prevent the Corporation from qualifying as a "personal
          holding  company",  within the meaning of the Internal Revenue Code of
          1986, as amended from time to time.

               (i) Liquidation.  In the event of the liquidation of a particular
          Series,  the stockholders of the Series that is being liquidated shall
          be entitled to receive,  as a class, when and as declared by the Board
          of Directors,  the excess of the assets  belonging to that Series over
          the  liabilities  of  that  Series.  The  holders  of  shares  of  any
          particular  Series shall not be entitled  thereby to any  distribution
          upon  liquidation of any other Series.  The assets so distributable to
          the stockholders of any particular  Series shall be distributed  among
          such stockholders in proportion to the number of shares of that Series
          held by  them  and  recorded  on the  books  of the  Corporation.  The
          liquidation  of any  particular  Series in which there are shares then
          outstanding  may be  authorized  by vote of a majority of the Board of
          Directors then in office, subject to the approval of a majority of the
          outstanding  voting  securities  of that  Series,  as  defined  in the
          Investment  Company Act, and without the vote of the holders of shares
          of any other Series.  The  liquidation  of a particular  Series may be
          accomplished,  in whole or in part,  by the transfer of assets of such
          Series to another  Series or by the  exchange  of shares of Series for
          the shares of another Series.

               (ii) Net Asset Value Per Share.  The net asset value per share of
          any Series shall be the quotient obtained by dividing the value of the
          net assets of that Series (being the value of the assets  belonging to
          that Series less the  liabilities  of that Series) by the total number
          of shares of that Series  outstanding,  all 
<PAGE>

          as  determined  by or under the direction of the Board of Directors in
          accordance  with  generally  accepted  accounting  principles  and the
          Investment  Company Act.  Subject to the applicable  provisions of the
          Investment   Company  Act,  the  Board  of  Directors,   in  its  sole
          discretion,  may  prescribe  and shall set forth in the By-Laws of the
          Corporation or in a duly adopted  resolution of the Board of Directors
          such bases and times for determining the value of the assets belonging
          to, and the net asset value per share of  outstanding  shares of, each
          Series, or the net income attributable to such shares, as the Board of
          Directors deems  necessary or desirable.  The Board of Directors shall
          have full discretion, to the extent not inconsistent with the Maryland
          General  Corporation Law and the Investment  Company Act, to determine
          which item shall be treated as income and which  items as capital  and
          whether  any item of expense  shall be  charged to income or  capital.
          Each such determination and allocation shall be conclusive and binding
          for all purposes.

               The Board of  Directors  may  determine to maintain the net asset
          value per share of any Series at a designated  constant  dollar amount
          and in connection therewith may adopt procedures not inconsistent with
          the Investment  Company Act for the  continuing  declaration of income
          attributable  to that Series as dividends  and for the handling of any
          losses  attributable to that Series.  Such procedures may provide that
          in the event of any  loss,  each  stockholder  shall be deemed to have
          contributed  to the capital of the  Corporation  attributable  to that
          Series his pro rata portion of the total number of shares  required to
          be  canceled  in order to permit the net asset value per share of that
          Series to be maintained, after reflecting such loss, at the designated
          constant dollar amount.  Each stockholder of the Corporation  shall be
          deemed to have agreed, by his investment in any Series with respect to
          which the Board of Directors shall have adopted any such procedure, to
          make the  contribution  referred to in the  preceding  sentence in the
          event of any such loss.

               (i)  Equality.   All  shares  of  each  particular  Series  shall
          represent an equal  proportionate  interest in the assets belonging to
          that Series  (subject to the  liabilities  of that  Series),  and each
          share of any  particular  Series shall be equal to each other share of
          that Series.  The Board of  Directors  may from time to time divide or
          combine the shares of any  particular  Series into a greater or lesser
          number  of  shares  of  that  Series  without  thereby   changing  the
          proportionate  interest in the assets  belonging  to that Series or in
          any way affecting the rights of holders of shares of any other Series.


<PAGE>

               (ii)  Conversion or Exchange  Rights.  Subject to compliance with
          the requirements of the Investment Company Act, the Board of Directors
          shall  have the  authority  to provide  that  holders of shares of any
          Series  shall have the right to convert or  exchange  said shares into
          shares of one or more other Series of shares in  accordance  with such
          requirements  and  procedures  as may be  established  by the Board of
          Directors.

          b) The  Board  of  Directors  may,  from  time  to  time  and  without
     stockholder action, classify shares of a particular Series into one or more
     additional  classes of that Series, the voting,  dividend,  liquidation and
     other rights of which shall differ from the classes of common stock of that
     Series to the extent provided in Articles Supplementary for such additional
     class,   such  Articles  to  be  filed  for  record  with  the  appropriate
     authorities of the State of Maryland.  Each class so created shall consist,
     until further changed, of the lesser of (x) the number of shares classified
     in Section (c) of this Article FIFTH or (y) the number of shares that could
     be  issued  by  issuing  all of the  shares  of that  Series  currently  or
     hereafter classified less the total number of shares of all classes of such
     Series then issued and  outstanding.  Any class of a Series of Common Stock
     shall be referred  to herein  individually  as a "Class" and  collectively,
     together with any further class or classes of such Series from time to time
     established, as the "Classes".

          c)  All  Classes  of a  particular  Series  of  Common  Stock  of  the
     Corporation  shall  represent the same interest in the Corporation and have
     identical  voting,  dividend,  liquidation  and other rights with any other
     shares  of  Common  Stock  of  that   Series;   provided,   however,   that
     notwithstanding anything in the charter of the Corporation to the contrary:

               (i) Any class of  shares  may be  subject  to such  sales  loads,
          contingent  deferred  sales charges,  Rule 12b-1 fees,  administrative
          fees, service fees, or other fees, however designated, in such amounts
          as may be  established  by the Board of Directors from time to time in
          accordance with the Investment Company Act.

               (ii) Expenses  related  solely to a particular  Class of a Series
          (including,  without  limitation,  distribution  expenses under a Rule
          12b-1 plan and  administrative  expenses  under an  administration  or
          service  agreement,  plan or other  arrangement,  however  designated)
          shall be borne by that Class and shall be appropriately  reflected (in
          the  manner  determined  by the Board of  Directors)  in the net asset
          value,  dividends,  distributions and liquidation rights of the shares
          of that Class.
<PAGE>

               (iii) As to any matter with  respect to which a separate  vote of
          any Class of a Series is required by the Investment  Company Act or by
          the Maryland General  Corporation Law (including,  without limitation,
          approval of any plan,  agreement or other  arrangement  referred to in
          subsection (2) above),  such requirement as to a separate vote by that
          Class shall apply in lieu of Single Class Voting,  and if permitted by
          the Investment  Company Act or the Maryland  General  Corporation Law,
          the  Classes of more than one Series  shall vote  together as a single
          class on any such matter which shall have the same effect on each such
          Class.  As to any  matter  which does not  affect  the  interest  of a
          particular  Class of a  Series,  only the  holders  of  shares  of the
          affected Classes of that Series shall be entitled to vote.

          d) The  Corporation  may issue and sell fractions of shares of capital
     stock  having pro rata all the rights of full  shares,  including,  without
     limitation,  the right to vote and to receive  dividends,  and wherever the
     words  "share"  or  "shares"  are used in the  charter  or  By-Laws  of the
     Corporation,  they shall be deemed to include fractions of shares where the
     context does not clearly indicate that only full shares are intended.

          e) The  Corporation  shall  not be  obligated  to  issue  certificates
     representing shares of any Class or Series of capital stock. At the time of
     issue or transfer of shares without  certificates,  the  Corporation  shall
     provide the stockholder  with such information as may be required under the
     Maryland General Corporation Law.

          f) No  holder  of any  shares  of  stock of the  Corporation  shall be
     entitled as of right to subscribe for,  purchase,  or otherwise acquire any
     such shares which the Corporation  shall issue or propose to issue; and any
     and all of the shares of stock of the Corporation, whether now or hereafter
     authorized,  may be issued,  or may be reissued or  transferred if the same
     have been reacquired and have treasury status, by the Board of Directors to
     such persons,  firms,  corporations and  associations,  and for such lawful
     consideration,  and on such terms,  as Board of Directors in its discretion
     may determine,  without first  offering  same, or any thereof,  to any said
     holder.

          (j) All persons who shall  acquire  stock or other  securities  of the
     Corporation  shall  acquire  the same  subject to the  provisions  of these
     Articles of Incorporation, as from time to time amended."

     2. Article SEVENTH  subsection (a)(ii) of the charter of the Corporation is
hereby  amended by striking  out the  language on line two which  states "of any
class of the Corporation's stock" and inserting in lieu thereof the following:
<PAGE>

     "of any class or series of the Corporation's stock"

     3. Article SEVENTH  subsection  (a)(ii) of the charter of the Coporation is
hereby  amended by  changing  the  reference  to Article  NINTH in line eight to
Article FIFTH.

     4. The charter of the Corporation is hereby amended by striking out Article
EIGHTH and inserting in lieu thereof the following:

     E1)  The Corporation  shall  indemnify (i) its currently  acting and former
          directors  and officers,  whether  serving the  Corporation  or at its
          request any other entity,  to the fullest extent required or permitted
          by the  General  Laws of the State of  Maryland  now or  hereafter  in
          force,  including the advance of expenses  under the procedures and to
          the fullest  extent  permitted  by law, and (ii) other  employees  and
          agents to such extent as shall be authorized by the Board of Directors
          or the By-Laws and as permitted by law. Nothing contained herein shall
          be  construed  to protect any  director or officer of the  Corporation
          against any liability to the  Corporation  or its security  holders to
          which he would otherwise be subject by reason of willful  misfeasance,
          bad faith,  gross  negligence,  or  reckless  disregard  of the duties
          involved  in the  conduct  of his  office.  The  foregoing  rights  of
          indemnification  shall not be  exclusive  of any other rights to which
          those seeking  indemnification may be entitled. The Board of Directors
          may  take   such   action   as  is   necessary   to  carry  out  these
          indemnification  provisions  and  is  expressly  empowered  to  adopt,
          approve  and  amend  from time to time such  by-laws,  resolutions  or
          contracts   implementing  such  provisions  or  such   indemnification
          arrangements  as may be  permitted by law. No amendment of the charter
          of the  Corporation or repeal of any of its provisions  shall limit or
          eliminate the right of indemnification provided hereunder with respect
          to acts or omissions occurring prior to such amendment or repeal.


               (1) To the fullest  extent  permitted  by Maryland  statutory  or
          decisional law, as amended or interpreted,  and the Investment Company
          Act,  no director or officer of the  Corporation  shall be  personally
          liable to the  Corporation  or its  stockholders  for  money  damages;
          provided,  however,  that nothing herein shall be construed to protect
          any director or officer of the  Corporation  against any  liability to
          the Corporation or its security holders to which he would otherwise be
          subject by reason of willful misfeasance, bad faith, gross negligence,
          or  reckless  disregard  of the duties  involved in the conduct of his
          office.  No amendment of the charter of the  Corporation  or repeal of
          any of its  provisions  shall limit or  eliminate  the  limitation  of
<PAGE>

          liability provided to directors and officers hereunder with respect to
          any act or omission occurring prior to such amendment or repeal."

          5. The charter of the  Corporation  is hereby  amended by striking out
     Article NINTH (as the language therein is already  contained in new Article
     FIFTH of these Articles of Amendment).

          SECOND: The amendments of the charter of the Corporation as herein set
     forth have been duly advised by the Board of Directors  and approved by the
     stockholders of the Corporation.

          IN WITNESS WHEREOF,  Connecticut  Daily Tax Free Income Fund, Inc. has
     caused  these  presents  to be signed in its name and on its  behalf by its
     President or one of its Vice  Presidents  and attested by its  Secretary or
     one of its Assistant Secretaries, on December , 1993. CONNECTICUT DAILY TAX
     FREE INCOME FUND, INC.


                                       By:                 /s/William Berkowitz
                                                              William Berkowitz
President
Attest:


/s/Bernadette N. Finn
Bernadette N. Finn
Secretary


<PAGE>





         THE UNDERSIGNED,  President of CONNECTICUT  DAILY TAX FREE INCOME FUND,
INC.,  who executed on behalf of said  corporation,  the  foregoing  Articles of
Amendment, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said corporation,  the foregoing  Articles of Amendment to
be the corporate act of said corporation and further certifies that, to the best
of his knowledge, information, and in all material respects, under the penalties
of perjury.


                                               CONNECTICUT DAILY TAX FREE INCOME
                                               FUND, INC.



                                       By:                 /s/William Berkowitz
                                                              William Berkowitz
                                                              President