Registration No. 2-65315
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 29
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29
SHORT TERM INCOME FUND, INC.
(Exact Name of Registrant as Specified Charter)
600 Fifth Avenue, New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:(212) 830-5200
Bernadette N. Finn
c/o Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit Price Fee
COMMON 33,379,096.78 shares $1.00* $33,379,096.75 $100**
STOCK
$.001 par value
- --------------------------------------------------------------------------------
Exhibit: Opinion of Battle Fowler LLP
* Estimated solely for the purposes of determining the amount of the
registration fee.
** Calculated pursuant to Rule 24e-2(a) under the Investment Company Act of
1940. 2,885,263,165.84 shares were redeemed during the fiscal year ended
August 31, 1996 (of which 1,330,611,911.78 were redemptions of the Money
Market Portfolio common stock and 1,554,651,254.06 were redemptions of the
U.S. Government Portfolio common stock); $33,049,096.45 being used for
"reduction" in this amendment, and none of which were previously so used in
filings pursuant to Rule 24e-2(a) or 24f-2(c) during the current fiscal
year ending August 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York, on the 16th day of October, 1996.
SHORT TERM INCOME FUND, INC.
By: /s/Steven W. Duff
Steven W. Duff
President
Pursuant to the requirements of the Secruities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
(1) Principal Executive Officer
/s/Steven W. Duff
Steven W. Duff President 10/16/96
(2) Principal Financial and Accounting Officer
/s/Richard De Sanctis
Richard De Sanctis Treasurer 10/16/96
(3) All of the Directors
/s/Steven W. Duff
Steven W. Duff Director 10/16/96
W. Giles Mellon (Director)
Robert Straniere (Director)
Yung Wong (Director)
By: /s/Bernadette N. Finn
Bernadette N. Finn
Attorney-in-Fact* 10/16/96
* Power of Attorney filed as "Other Exhibit" with Post-Effective Amendment
No. 26 to said Registration Statement filed on December 23, 1994, and
incorporated by reference herein.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000312669
<NAME> Short Term Income Fund, Inc.
<SERIES>
<NUMBER> 1
<NAME> Money Market Portfolio
<S> <C>
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 972705009
<INVESTMENTS-AT-VALUE> 972705009
<RECEIVABLES> 4729576
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1609988
<TOTAL-ASSETS> 979044573
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3140198
<TOTAL-LIABILITIES> 3140198
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 978003968
<SHARES-COMMON-STOCK> 978003968
<SHARES-COMMON-PRIOR> 881902400
<ACCUMULATED-NII-CURRENT> 194437
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2294030)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 975904375
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 53088941
<OTHER-INCOME> 0
<EXPENSES-NET> 8548798
<NET-INVESTMENT-INCOME> 445401443
<REALIZED-GAINS-CURRENT> 120234
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 44670366
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 44539101
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1395985640
<NUMBER-OF-SHARES-REDEEMED> 1330611912
<SHARES-REINVESTED> 40727840
<NET-CHANGE-IN-ASSETS> 96232833
<ACCUMULATED-NII-PRIOR> 193395
<ACCUMULATED-GAINS-PRIOR> (2424253)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2827181
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8859439
<AVERAGE-NET-ASSETS> 943729545
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .47
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .47
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000312669
<NAME> Short Term Income Fund, Inc.
<SERIES>
<NUMBER> 2
<NAME> U.S. Government Portfolio
<S> <C>
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 810423664
<INVESTMENTS-AT-VALUE> 810423664
<RECEIVABLES> 2640949
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1702074
<TOTAL-ASSETS> 814766687
<PAYABLE-FOR-SECURITIES> 19466133
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 2511243
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 792789311
<SHARES-COMMON-STOCK> 792789311
<SHARES-COMMON-PRIOR> 776390709
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 792789311
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 41866422
<OTHER-INCOME> 0
<EXPENSES-NET> 5708958
<NET-INVESTMENT-INCOME> 36157464
<REALIZED-GAINS-CURRENT> 160896
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 36318360
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 36157464
<DISTRIBUTIONS-OF-GAINS> 160896
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1536844433
<NUMBER-OF-SHARES-REDEEMED> 1554651254
<SHARES-REINVESTED> 34205423
<NET-CHANGE-IN-ASSETS> 16398602
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1960693
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5723033
<AVERAGE-NET-ASSETS> 755014637
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .47
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .47
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
October 22, 1996
Short Term Income Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as counsel to Short Term Income Fund, Inc., a Maryland
Corporation (the "Fund"), in connection with the preparation and filing of
Registration Statement No. 2-65315 on Form N-1A pursuant to Rule 24e-2 of the
Securities Act of 1933 registering the issuance of (the "Registration
Statement") 33,379,096.78 shares of Common Stock , par value $.001 per share, of
the Fund.
We have examined copies of the Amended Articles of Incorporation and
By-Laws of the Fund, the Registration Statement, and such other corporate
records, proceedings and documents, including the consent of the Board of
Directors and the minutes of the meeting of the Board of Directors of the Fund,
as we have deemed necessary for the purpose of this opinion. We have also
examined such other documents, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination of such material, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies submitted to us. As to
various questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, we are of the opinion that the 33,379,096.78
shares of Common Stock, par value $.001 per share, of the Fund, to be issued in
accordance with the terms of the offering, as set forth in the Prospectus and
Statement of Additional Information included as part of the Registration
Statement and in accordance with applicable state securities laws, when so
issued and paid for, will constitute validly authorized and legally issued
shares of Common Stock, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement
under the heading "Federal Income Taxes" in the Prospectus and in the Statement
of Additional Information, and under the heading "Counsel and Auditors" in the
Statement of Additional Information.
Very truly yours,
BATTLE FOWLER LLP
