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Registration Nos. 33-17604
811-5347
SECURITIES & EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM N1-A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 16 [ X ]
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Pre-Effective Amendment No. _________ [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT ACT OF 1940
Amendment No. 17 [ X ]
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(check appropriate box or boxes)
THE TREASURER'S FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
237 Park Avenue, New York NY 10017
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Registrant's Telephone Number, Including Area Code:
(212) 808-3942
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THE TREASURER'S FUND, INC.
237 Park Avenue
New York NY 10017
(Name and Address of Agent for Service)
copies to:
Battle Fowler LLP
Mike Rosella, Esq.
75 East 55th Street
New York NY 10022
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) Rule 485
Exhibits begin on page 4
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIUM MAXIUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING BEING PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE + PRICE ** FEE
- ---------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Shares of
beneficial
interest par
value $.001 Indefinite* N/A N/A N/A
THE TREASURER'S FUND, INC.:
Domestic Prime 3,682,176 $1.00 3,682,176
Money Mkt Portfolio
Tax Exempt 3,682,175 $1.00 3,682,175
Money Mkt Portfolio
U.S. Treasury 3,682,175 $1.00 3,682,175
Money Mkt Portfolio
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TOTAL SHARES REGISTERED: 11,046,526 $100.00
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</TABLE>
+ Estimated solely for the purposes of determining the amount of the
registration fee.
* Registrant continues its election to register an indefinite number of shares
pursuant to Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2
Notice for the Registrant's fiscal year ended October 31, 1995 was filed on
December 19, 1995.
** Registrant elects to calculate the maximum aggregate offering price pursuant
to Rule 24e-2. 10,716,526 shares ($10,716,526, worth of securities) of The
Treasurer's Fund, Inc. were redeemed during fiscal year ended October 31, 1995.
None of such shares were previously so used for reduction pursuant to Paragraph
(c) of Rule 24f-2, filed for the fiscal year ended October 31, 1994 on December
19, 1995. Accordingly, all of such shares are now being used for reduction in
this amendment. Pursuant to Rule 457(d) under the Securities Act of 1933, the
maxium offering price as calculated on October 23, 1996 is $1.00. While no fee
is required for 10,716,525 of the shares of The Treasurer's Fund, Inc. the Fund
has elected to register an additional $330,000 worth of shares (330,000 shares)
as indicated above for the $100.00 filing fee.
FILING FEE IN THE AMOUNT OF $100.00 WIRED TO MELLON BANK ON OCTOBER 23, 1996.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirement for the effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized in the City of New York, and
State of New York, on the 23rd day of October 1996.
TREASURER'S FUND, INC.
By: /s/ RONALD S. EAKER
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Ronald S. Eaker
President
Pursuant to the requirement of the Securities Act of 1933, this
Registration statement has been signed below by the following persons in the
capacities and date indicated.
/s/ RONALD S. EAKER President October 23, 1996
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Ronald S. Eaker
/s/ JUDITH FABRIZI Treasurer October 23, 1996
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Judith Fabrizi
Majority of Directors
Thomas E. O'Connor )
Felix J. Christiana )
Mary E. Hauck ) Directors October 23, 1996
Robert C. Kolodny )
William A. Merritt )
Anthony R. Pustorino )
Gary L. Roubos )
By: /s/ THOMAS E. O'CONNOR
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Thomas E. O'Connor
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 OPINION AND CONSENT OF BATTLE FOWLER LLP
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BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
October 23, 1996
The Treasurer's Fund, nc.
19 Old Kings Highway South
Darien, Connecticut 06820
Gentlemen:
We have acted as counsel to The Treasurer's Fund, Inc. (the
"Fund") in connection with the preparation of the Post-Effective Amendment No.
16 to the Fund's Registration Statement on Form N-1A (the "Post-Effective
Amendment") which proposes, pursuant to Section 24(e)(1) of the Investment
Company Act of 1940, as amended, and Rule 24e-2(a) thereunder, to increase the
number of registered shares of the Fund, in accordance with the calculation set
forth therein, by 11,046,526 shares. The Post-Effective Amendment covers
3,682,176, 3,682,175 and 3,682,175 shares of Common Stock, par value $.001 per
share, (collectively, the "Shares") respectively, for the Domestic Prime Money
Market Portfolio, Tax-Exempt Money Market Portfolio and U.S. Treasury Money
Market Portfolio.
We have examined copies of the Certificate of Incorporation
and By-laws of the Fund, the Registration Statement, and such other corporate
records and documents, including the consent of the Board of Directors and the
minutes of the meetings 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 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
Shares being registered under the Post-Effective Amendment when so issued and
paid for will constitute validly authorized, legally issued, fully paid and
non-assessable Shares.
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We hereby consent to the filing of this opinion as an exhibit
to the Post-Effective Amendment. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Battle Fowler LLP
