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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: Treasurer's Fund
237 Park Avenue 9th Fl.
New York NY 10017
2. Name of each series or class of funds for which this notice is filed:
Treasurer's Fund Domestic Prime Money Market Portfolio
Treasurer's Fund Tax-Exempt Money Market Portfolio
Treasurer's Fund U.S. Treasury Money Market Portfolio
3. Investment Company Act File Number: 811-5347
Securities Act File Number: 33-17604
4. Last day of fiscal year for which this notice is filed: Oct. 31, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6): Not Applicable
7. Number and amount of securities of the same class or series which has
been registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year: $182,916,404
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: $11,046,526
9. Number and aggregate sale price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
DOMESTIC PRIME MONEY MARKET FUND 834,654,747 $ 834,654,747
TAX EXEMPT MONEY MARKET FUND 457,529,068 457,529,068
U.S. TREASURY MONEY MARKET FUND 480,104,084 480,104,084
------------- --------------
total 1,772,287,899 $1,772,287,899
</TABLE>
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
DOMESTIC PRIME MONEY MARKET FUND 770,000,437 $ 770,000,437
TAX EXEMPT MONEY MARKET FUND 439,858,884 439,858,884
U.S. TREASURY MONEY MARKET FUND 480,104,084 480,104,084
------------- --------------
total 1,689,963,405 $1,689,963,405
</TABLE>
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction B.7): 16,956,864
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
DOMESTIC PRIME MONEY MARKET FUND 10,497,986 $10,497,986
TAX EXEMPT MONEY MARKET FUND 4,428,441 4,428,441
U.S. TREASURY MONEY MARKET FUND 3,922,581 3,922,581
---------- -----------
total 18,849,008 $18,849,008
</TABLE>
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Treasurer's Fund 24f-2/pg 2
12. Calculation of registration fees:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $1,689,963,405
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 18,849,008
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: - 1,708,812,413
<TABLE>
<CAPTION>
Shares SALE PRICE
<S> <C> <C>
DOMESTIC PRIME 777,973,428 $ 777,973,428
TAX EXEMPT MMKT 444,287,325 444,287,325
U.S. TREASURY MMKT 488,099,503 488,099,503
------------- --------------
total 1,710,360,256 $1,710,360,256
</TABLE>
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to Rule
24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and
and issued during the fiscal year in reliance
on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 0
-------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 0.00030303
(vii) Fee due [line (i) or line (v) multiplied by $0.00
line (vi)]:
=============
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3A of the Commission's Rules of
Informal and Other Procedures (17CFR 202.3A). [ ]
Date for mailing or wire transfer of filing fees to the Commission's
lockbox directory:
Opinion of Battle Fowler, legal counsel, is attached as an exhibit hereto.
SIGNATURES
By (Signature and Title)*
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
/s/ Sheryl Hirschfeld
-------------------------
Date: DECEMBER 16, 1996 Sheryl Hirschfeld, Asst. Secretary
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[BATTLE FOWLER LETTERHEAD]
(212) 856-6858
(212) 856-7816
December 17, 1995
The Treasurer's Fund, Inc.
19 Old Kings Highway South
Darien, Connecticut 06820-4526
Gentlemen:
We have acted as counsel to The Treasurer's Fund, Inc. (the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
a total of 1,708,812,413 shares of Common Stock, par value $.001 per share (the
"Shares") of 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.
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Based upon the foregoing, we are of the opinion that the Shares of the
Fund, the registration of which the Notice makes definite, were legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Notice.
Very truly yours,
/s/ Battle Fowler
Battle Fowler LLP
