SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant / /
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) of ss.240.14a-12
The Treasurer's Fund Inc.
(Name of Persons(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): N/A
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------
5) Total fee paid:
---------------------------------------------
/ / Fee paid previously with preliminary materials.
10082.0000 431483.1
<PAGE>
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------
3) Filing Party:
---------------------------------------------
4) Date Filed:
---------------------------------------------
10082.0000 431483.1
<PAGE>
- - -------------------------------------------------------------------------------
Preliminary Proxy Material For The Information of the Securities and Exchange
Commission Only
THE TREASURER'S FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 23, 1996
- - -------------------------------------------------------------------------------
19 Old Kings Highway South
Darien, Connecticut 06820-4526
(203) 655-1999
A Special Meeting of Shareholders of The Treasurer's Fund, Inc. (the
"Corporation") will be held at 9:00 a.m. on December 23, 1996 at the offices of
the Corporation at 19 Old Kings Highway South, Darien, Connecticut 06820-4526
for the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated December 9, 1996.
1. To approve or disapprove a new Advisory Agreement to be effective upon
the consummation of a purchase of certain partnership interests of
Gabelli O'Connor Fixed Income Mutual Funds Management Co. (the
"Advisor") by Gabelli Funds, Inc., such Agreement to be substantially
identical in all material respects to the Advisory Agreement in effect
for the Corporation immediately prior to such transaction (see page __
of the attached Proxy Statement);
2. To elect nine directors of the Corporation, each to hold office until his
successor is duly elected and qualified;
3. To ratify or reject the selection of Ernst & Young LLP as independent
accountants of the Corporation for its fiscal year ending October 31, 1997;
and
4. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on December __, 1996 are
entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors
JUDITH FABRIZI, Secretary
- - -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE CORPORATION OF FURTHER SOLICITATION, WE ASK
FOR YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
C/M: 11536.0001 428573.1
<PAGE>
<TABLE>
<CAPTION>
PROXY STATEMENT
- - -------------------------------------------------------------------------------
<S> <C>
INTRODUCTION........................................................................... 1
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A NEW ADVISORY AGREEMENT TO BE
EFFECTIVE AT THE TIME OF THE TRANSACTION............................. 3
PROPOSAL 2 ELECTION OF DIRECTORS................................................ 7
PROPOSAL 3 RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS..........................................................13
INFORMATION REGARDING THE CURRENT ADVISOR..............................................14
ALLOCATION OF PORTFOLIO BROKERAGE......................................................16
OTHER MATTERS..........................................................................17
EXHIBIT A (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF U.S.
TREASURY MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C.]).................18
EXHIBIT B (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF
DOMESTIC PRIME MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C].)...........24
EXHIBIT C (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF TAX
EXEMPT MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C.])...................31
EXHIBIT D (TABLE OF FEES FOR ALL FUNDS ADVISED BY THE ADVISOR).................37
</TABLE>
C/M: 11536.0001 428573.1
<PAGE>
THE TREASURER'S FUND, INC.
19 OLD KINGS HIGHWAY SOUTH
DARIEN, CONNECTICUT 06820-4526
PROXY STATEMENT
INTRODUCTION
This statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Treasurer's Fund, Inc. (the
"Corporation") for use at a Special Meeting of Shareholders to be held at the
offices of the Corporation at 19 Old Kings Highway South, Darien, Connecticut
06820-4526 on December 23, 1996 at 9 A.M. Such solicitation will be made
primarily by the mailing of this statement and the materials accompanying it.
Supplemental solicitations may be made by mail, telephone, or personal
interviews by officers and representatives of the Corporation. The expenses in
connection with preparing and mailing this statement and the material
accompanying it, and of such supplemental solicitations, will be borne by the
Advisor (as hereinafter defined). This Proxy Statement and the accompanying
Proxy are first being sent to shareholders on or about December 9, 1996. The
Corporation's most recent annual and semi-annual reports are available upon
request.
The outstanding voting stock of the Corporation as of the close of
business on December __, 1996 consisted of __________ shares of common stock of
the U.S. Treasury Money Market Portfolio, _____________ shares of common stock
of the Domestic Prime Money Market Portfolio, and _____________ shares of common
stock of the Tax Exempt Money Market Portfolio (each Portfolio is together
referred to herein as the "Portfolios"), each whole share being entitled to one
vote and each fraction of a share being entitled to a proportionate fraction of
a vote. The Global Money Market Portfolio, Limited Term Portfolio and Tax Exempt
Limited Term Portfolio, as of this date, have not been activated by the Advisor.
Therefore, there are no outstanding shares of common stock of these portfolios.
Only shareholders of record at the close of business on December __, 1996 are
entitled to vote at the meeting. Any shareholder may revoke his proxy at any
time prior to its exercise by a written notification of such revocation, such
notification to include the shareholder's name and account number, and which
must be signed, addressed to the Secretary of the Corporation at its principal
executive office, 19 Old Kings Highway South, Darien, Connecticut 06820-4526,
and received prior to the meeting to be effective, or by signing another proxy
of a later date, or by personally casting his vote at the meeting of
shareholders.
Among the purposes of this Special Meeting of the Shareholders of the
Corporation is the approval as to each Portfolio of the Corporation of a new
investment advisory agreement (the "Advisory Agreement") between the
Corporation, on behalf of each Portfolio, and [NEWCO L.L.C.] ("[NEWCO]"), the
successor in interest to Gabelli-O'Connor Fixed Income Mutual Funds Management
Co. (the "Advisor"). Your consideration of the Advisory Agreements is
necessitated by reason of a definitive purchase agreement between Thomas E.
O'Connor & Co. L.P. ("TOC & Co. L.P."), a Delaware limited partnership, the
beneficial owner of a 50% general partnership interest in the Advisor and
Gabelli Funds, Inc ("Gabelli"), a Delaware corporation currently owning the
remaining 50% general partnership interest in the Advisor, pursuant to which
Gabelli intends to purchase TOC & Co. L.P.'s 50% partnership interest in the
Advisor. In addition, the terms of the purchase
C/M: 11536.0001 428573.1
1
<PAGE>
agreement provide for the purchase by Gabelli of the partnership interests
currently owned by TOC & Co. L.P. in an affiliated company, Gabelli-O'Connor
Fixed Income Management Co. Upon the consummation of the Acquisition, Gabelli
will hold 80% of the partnership interests in each entity and the remaining 20%
interest will be owned by senior officers of the Advisor. The transaction as
described, hereinafter referred to as the Acquisition (the "Acquisition"), of
the Corporation's investment advisor by Gabelli is, for purposes of the
Investment Company Act of 1940, as amended (the "1940 Act"), a change of control
of the Advisor. Under the 1940 Act, such a change of control constitutes an
"assignment" (as defined in the 1940 Act) of the existing Advisory Agreements
between the Advisor and the Corporation. The Directors have approved, and
recommend that the shareholders of the Corporation approve as to each Portfolio,
the new Advisory Agreements to be effective at the time of the Acquisition. The
proposed new Advisory Agreements will be substantially identical in all material
respects to the Advisory Agreements in effect immediately prior to the
Acquisition, except for (i) the dates of execution and termination, (ii) the
name of the Advisor, and (iii) the reorganization of the Advisor from a
partnership to a limited liability company. As a result, the Advisor will
continue to perform investment advisory services for the Corporation after the
Acquisition, on the same terms as are in effect immediately before the
Acquisition.
In addition to the above, the other purposes for this Special Meeting
of Shareholders include: (i) the election of directors and (ii) the ratification
of the selection of independent accountants.
One third of the outstanding shares of the Corporation, represented in
person or by proxy, shall be required to constitute a quorum at the meeting
although more than one third of the outstanding shares may be required to be
present to approve a particular issue. If a quorum is not present at the
meeting, or if a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposals that are the subject of the meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy. A shareholder vote may be
taken on one or more of the proposals in this proxy statement prior to any
adjournment if sufficient votes have been received for approval. Any signed
proxy will be voted in favor of the proposals unless a choice is indicated to
vote against or to abstain from voting on that proposal. An abstention on any
proposal will have the same legal effect as a vote against such proposal.
Further, the proposals are considered "discretionary" and brokers that are
record or nominee holders of shares of the Corporation who have received no
instructions from their clients have discretion to vote on these matters. Absent
voting by the particular beneficial owners of such shares, such "broker
non-voters" will be considered as votes cast in determining the outcome of the
proposals.
As of November __, 1996, the following persons or entities owned as
much as 5% of the indicated Portfolio's outstanding shares:
C/M: 11536.0001 428573.1
2
<PAGE>
Nature of
Name & Address % of Class Ownership
Domestic Prime Money Market
Portfolio
Bear Stearns Securities Corp. ____% Record
Bear Stearns Security Corp.
1 Metrotech Center North
Brooklyn, NY 11201-3857
The shares held by Bear, Stearns & Co. are held on behalf of individual
client accounts.
As of November __, 1996, the officers and directors of the Corporation,
collectively, beneficially owned, directly or indirectly (including the power to
vote or to dispose of any shares), less than 1% of the shares of the total
outstanding shares of each of the Corporation's Portfolios.
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A NEW ADVISORY AGREEMENT
TO BE EFFECTIVE AT THE TIME OF THE TRANSACTION
The Directors of the Corporation unanimously recommend that the
shareholders of each Portfolio vote to approve a new Advisory Agreement for the
Corporation, on behalf of each of the Portfolios, to be effective at the time of
the Acquisition. The new Advisory Agreements will be substantially identical in
all material respects to the existing investment advisory agreements in effect
for the Corporation immediately prior to the time of the Acquisition. As
explained above, the Acquisition is, for purposes of the 1940 Act, a change of
control of the Advisor. The 1940 Act provides that such a change of control
constitutes an "assignment" of the Advisory Agreement under which the Advisor
provides advisory services to the Corporation. The 1940 Act further provides
that such an "assignment" will result in the automatic termination of each of
those agreements, at the time of the Acquisition.
The Acquisition. On December __, 1996, Gabelli and TOC & Co. L.P., the
general partner of the Advisor owning 50% of the partnership interest in the
Advisor, entered into a definitive purchase agreement whereby Gabelli will
purchase TOC & Co. L.P.'s 50% general partnership interest in the Advisor (the
"Acquisition Agreement") for cash. Simultaneously occurring will be the purchase
of a 12% interest by Henley Smith and an 8% interest by Ron Eaker (currently
senior officers of the Advisor) in the Advisor. Immediately preceding the
Acquisition will be the creation and organization of [NEWCO L.C.C.], a Delaware
limited liability company into which the Advisor and its affiliate,
Gabelli-O'Connor Fixed Income Management Co., will be merged. [NEWCO] will be
the successor
C/M: 11536.0001 428573.1
3
<PAGE>
registered investment advisor, and the management of [NEWCO] will essentially be
identical to that of the Advisor. Mr. Thomas E. O'Connor, the president and
director of the Corporation since its inception, as well as the president and
sole stockholder of Thomas E. O'Connor & Co., Inc., the general partner of TOC &
Co. L.P., the general partner of the Advisor, will enter into a Consulting
Agreement with [NEWCO] upon his resignation as president of the Corporation
which will occur simultaneously with the Acquisition. Mr. O'Connor will remain
on the Board of Directors of the Corporation. Mr. Eaker and Mr. Smith, who have
each been employed by the Advisor since 1987 as the Corporation's senior
portfolio managers and who have each been officers of the Corporation will
continue in such capacities after the Acquisition and will each retain his
respective 10% ownership of [NEWCO].
In addition, consummation of the Acquisition is subject to fulfillment
of a number of other conditions, although the parties may waive some or all of
these conditions. There is no assurance that the Acquisition will in fact be
consummated. In addition, because it is impossible to predict with certainty
when other conditions to the Acquisition will be fulfilled, it is not known, as
of the date of this Proxy Statement, when the Acquisition will occur. The
parties currently expect, however, that the Acquisition will occur on or about
December 31, 1996.
Under the purchase agreement, the Advisor agrees that it will use its
best efforts to satisfy the conditions of Section 15(f) of the 1940 Act. Section
15(f) provides that an investment adviser to a registered investment company
(such as the Corporation), and affiliated persons of such investment adviser,
may receive any amount or benefit in connection with the sale of securities of,
or a sale of any other interest in, such investment adviser which results in an
assignment of an investment advisory contract with such investment company, if
(1) for a period of 3 years after the time of such action, at
least 75% of the board of such investment company are not interested
persons of such company's investment adviser or predecessor investment
adviser, and
(2) there is not imposed an unfair burden on such investment
company as a result of such transaction or any express or implied
terms, conditions, or understandings applicable thereto. The term
"unfair burden" is defined by the 1940 Act to include any arrangement,
during the two-year period after the sale, whereby the investment
adviser (or predecessor or successor adviser), or any interested person
of such adviser, receives or is entitled to receive any compensation,
directly or indirectly, (i) from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf
of the investment company, other than bona fide ordinary compensation
as principal underwriter for such company; or (ii) from the investment
company or its security holders for other than bona fide investment
advisory or other services.
Satisfaction of condition (1) above is not expected to require any changes in
the current composition of the Corporation's Board of Directors and will also be
met upon the election of the two additional directors, one of whom is an
"interested" person as defined in the 1940 Act. As to the satisfaction of
condition (2) above, the Advisor is not aware of any express or implied term,
condition, arrangement or understanding which would impose an "unfair burden" on
the Corporation as a result of the Acquisition.
C/M: 11536.0001 428573.1
4
<PAGE>
Information About Gabelli. Gabelli Funds, Inc. ("Gabelli"), a New York
corporation with offices at One Corporate Center, Rye, New York 10580, through
its affiliates, acts as an investment manager, administrator or advisor for
assets aggregating in excess of $____ billion as of November 30, 1996. Gabelli
will be the control person of [NEWCO].
Directors' Recommendation. The Directors unanimously recommend that
shareholders approve the new Advisory Agreement between the Advisor and the
Corporation, on behalf of each of the Portfolios, to be effective at the time of
the Acquisition. The new Advisory Agreements will be substantially identical in
all material respects to the investment advisory agreements in effect
immediately before the Acquisition which is described on page __ of this Proxy
Statement except (i) that the new Advisory Agreements will be dated the date of
the Acquisition and will be in effect initially for a period of two years and
from year to year thereafter provided that its continuance is approved in
accordance with the terms of the contract and the applicable provisions of the
1940 Act, (ii) that the name of the Advisor will be changed and (iii) the
reorganization of the Advisor from a partnership to a limited liability company.
In coming to the recommendation set forth above, the Directors reviewed
extensive information about the Corporation, the Advisor and Gabelli. The
Directors noted that, for purposes of the 1940 Act, the Acquisition constitutes
a change of control of the Advisor as well as its other subsidiaries that act as
advisers or sub-advisers for various other mutual funds. Although the
Acquisition is being treated as a change of control of the Advisor and of the
various affiliated entities with the Advisor, the Acquisition is not expected to
result in any significant change in the personnel, operations or financial
condition of [NEWCO] as successor to the Advisor or of its affiliates. Gabelli
has indicated that [NEWCO] is not expected to change the investment approaches
or styles of the Advisor.
The Directors accordingly concluded that it is appropriate and
desirable for the Corporation to continue, after the Acquisition, the same
investment advisory arrangements as is in effect immediately before the
Acquisition. Under the 1940 Act, such continuation requires, in the case of the
Corporation, the approval of each Portfolio's shareholders, by vote of the
lesser of (1) 67% of the shares of that Portfolio represented at the Meeting, if
more than 50% of the shares of that Portfolio are represented at the Meeting, or
(2) more than 50% of the outstanding shares of the Portfolio.
In order that each Portfolio may continue to receive investment
advisory services following the Acquisition, on the same basis as before the
Acquisition, the Directors unanimously recommend that shareholders of each
Portfolio vote in favor of Proposal 1.
If the shareholders of the Portfolios do not approve Proposal 1, the
existing investment advisory agreement relating to that Portfolio continue in
effect and the Advisor will continue to manage the Portfolios.
Comparison of the Current Advisory Agreements with the New Advisory
Agreements.
The Current Advisory Agreements. Pursuant to the Advisory Agreements
for each of the Portfolios, the Advisor manages the Corporation'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 Directors of the
Corporation.
C/M: 11536.0001 428573.1
5
<PAGE>
The Advisor provides persons satisfactory to the Board of Directors of
the Corporation to serve as officers of the Corporation. Such officers, as well
as certain other employees and directors of the Corporation, may be directors,
officers or employees of the Advisor or its affiliates. The Advisor also
provides the Corporation with supervisory personnel who will be responsible for
supervising the performance of administrative services, accounting and related
services, net asset value and yield calculation, reports to and filings with
regulatory authorities, and services relating to such functions. The personnel
rendering such supervisory services may be employees of the Advisor, of its
affiliates or of other organizations. However, BISYS Fund Services Limited
Partnership d/b/a BISYS Fund Services ("BISYS") serves as the Administrator and
provides personnel who will be responsible for performing the operational
components of such services. BISYS recently became the successor to Furman Selz
LLC which had served as the Administrator since the Corporation's inception.
The Advisory Agreements for the Corporation, on behalf of each
Portfolio were most recently approved, as amended, on ________ __, 1996 by the
Board of Directors, including a majority of the directors who are not interested
persons (as defined in the 1940 Act) of the Corporation or the Advisor. The
Advisory Agreements for the Domestic Prime Money Market Portfolio and the Tax
Exempt Money Market Portfolio were approved by a majority of the shareholders of
each such Portfolio at a meeting of the shareholders on March 6, 1989. The
Advisory Agreement for the U.S. Treasury Money Market Portfolio was approved by
the shareholders of that Portfolio on March 14, 1991.
The Advisory Agreements have a term which extends to October 31, 1997,
and may be continued in force thereafter for successive twelve-month periods
beginning each November 1, provided that such continuance is specifically
approved annually by majority vote of the respective Portfolio's outstanding
voting securities or by the Fund's Board of Directors, and in either case by a
majority of the directors who are not parties to the Advisory Agreement 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 Advisory Agreements are terminable without penalty by the Portfolio
on sixty days' written notice when authorized either by majority vote of the
outstanding voting shares of the Portfolio or by a vote of a majority of the
Corporation's Board of Directors, or by the Advisor on sixty days' written
notice, and will automatically terminate in the event of an assignment. The
Advisory Agreements provide that in the absence of willful misfeasance, bad
faith or gross negligence on the part of the Advisor, or of reckless disregard
of its obligations thereunder, the Advisor shall not be liable for any action or
failure to act in accordance with its duties thereunder.
Set forth below as a percentage of average daily net assets are the
advisory fees paid to the Advisor for each Portfolio pursuant to the Advisory
Agreements: the U.S. Treasury Money Market Portfolio, .30%; the Domestic Prime
Money Market Portfolio, .30%; the Global Money Market Portfolio, .30%; the Tax
Exempt Money Market Portfolio, .30%; the Limited Term Portfolio, .45%; and the
Tax Exempt Limited Term Portfolio, .45%. Any portion of the total fees received
by the Advisor may be used by the Advisor to provide shareholder and
administrative services and for distribution of the Corporation's shares.
The fees paid under the applicable Advisory Agreements for the fiscal
years ended October 31, 1993, 1994 and 1995, were: $311,273, $440,162 and
$403,955, respectively, for the Tax Exempt Money Market Portfolio; $454,859,
$457,770 and $458,599, respectively, for the Domestic Prime Money Market
Portfolio; and $673,891, $542,100 and $307,543, respectively, for the U.S.
Treasury
C/M: 11536.0001 428573.1
6
<PAGE>
Money Market Portfolio. The U.S. Treasury Money Market Portfolio was activated
on July 20, 1990. As of the date hereof, the other three Portfolios have not
been activated by the Advisor. The Advisor may, in the future, irrevocably waive
its rights to any portion of the advisory fees and may use any portion of the
advisory fees for purposes of shareholder and administrative services and
distribution of the Corporation's shares pursuant to the Corporation's
Distribution and Service Plans.
The New Advisory Agreements. The new Advisory Agreements are identical
in all material respects to the current Advisory Agreements except for (i) the
dates of execution and termination, (ii) the name of the Advisor and (iii) the
reorganization of the Advisor from a partnership to a limited liability company.
[NEWCO L.L.C.], the successor in interest to Gabelli-O'Connor Fixed
Income Mutual Funds Management Co., is organized as a limited liability company
whose management and operation will be substantially similar to the Advisor,
including the continued employment of Mr. Eaker, Mr. Smith, as well as several
other key officers and employees. In addition, Mr. O'Connor will enter into a
Consulting Agreement with [NEWCO L.L.C.] pursuant to which he will provide
various consulting services to [NEWCO] for a three year period. The corporate
structure of a limited liability company means that [NEWCO L.L.C.] will be
managed by a Board of Members, similar to a corporation's board of directors,
unlike the current general partnership structure currently in existence for the
Advisor. In addition, shareholders of a limited liability company have limited
liability similar to a corporation's stockholder.
In addition to the new Advisory Agreements, the Board of Directors has
approved a new Administration Services Agreement with Gabelli Funds, Inc. and a
new Distribution Agreement with Gabelli & Company, Inc.
Administrative Services Agreements. The responsibilities of the Advisor
under the Advisory Agreements include supervising the performance by BISYS of
certain administrative services. The Board of Directors of the Corporation, on
behalf of each of the Portfolios, has decided to divide the actual
administrative duties of the Administrator without incurring any fee increase.
In so doing, the Board has approved the Corporation, on behalf of each of the
Portfolios, to enter into an Administrative Services Agreement with Gabelli
Funds, Inc. ("Gabelli") pursuant to which Gabelli will be responsible for the
monitoring of certain administrative functions formerly conducted by BISYS.
Subsequently, Gabelli will enter into a Sub-Administration Services Agreement
with BISYS and BISYS as Sub-Administrator will perform the operational
components of administrative functions and services as set forth in such
agreement, subject to the supervision of [NEWCO] and the monitoring by Gabelli.
Pursuant to the new Administrative Services Agreement, Gabelli will receive the
administrative services fee currently paid to BISYS, .10% of the Corporation's
average daily net assets, from which Gabelli will reimburse BISYS for all fees
and expenses arising out of its performance under the Sub-Administrative
Services Agreement.
PROPOSAL 2 ELECTION OF DIRECTORS
At the meeting, nine directors are to be elected, each to hold office
until his successor has been elected and has qualified. Mr. O'Connor, Mr.
Christiana, Mr. Kolodny, Mr. Roubos and Mr. Pustorino were elected to the Board
and all except for Mr. O'Connor to the Audit and Nominating Committees and have
served as such since the Corporation's inception in 1987. Mr. Merritt was
C/M: 11536.0001 428573.1
7
<PAGE>
elected to the Board and the Audit and Nominating Committees and has served as
such since January 23, 1991. Ms. Hauck was elected to the Board and has served
as such since April 8, 1992 and to the Audit and Nominating Committee on
________. The biographies for Mr. Ekris and Mr. Ottopole as nominees for
director are set forth below. All such persons have consented to be named in
this Proxy Statement and to serve as directors of the Corporation if elected.
The Board of Directors, which met four times during the Corporation's fiscal
year ended October 31, 1996, has no compensation committee. Each director
attended at least 75% of the board meetings held. The Corporation has an Audit
Committee of the Board of Directors, comprised of Mr. Christiana, Mr. Kolodny,
Mr. Pustorino, Mr. Roubos, Mr. Merritt and Ms. Hauck who are not "interested
persons" of the Corporation within the meaning of Section 2(a)(19) of the 1940
Act. The Audit Committee meets annually to review the Corporation's financial
statements with the independent accountants and to report on its findings to the
Board of Directors. In addition, pursuant to a Distribution and Service Plan
adopted by the Corporation in accordance with the provisions of Rule 12b-1 under
the 1940 Act, the Corporation has a Nominating Committee of the Board of
Directors comprised of Mr. Christiana, Mr. Kolodny, Mr. Pustorino, Mr. Roubos,
Mr. Merritt and Ms. Hauck, to whose discretion the selection and nomination of
directors who are not "interested persons" of the Corporation is committed. The
Nominating Committee recently met to approve the nomination of Mr. Ottopole. The
Nominating Committee currently does not consider nominees recommended by
shareholders. The election of each director requires the approval of a majority
present at the meeting in person or by proxy.
The following is a list of the members of the Board of Directors and
the nominees for Director, any other positions each may now hold with the
Corporation, the principal occupation of each Director and nominee during the
past five years and the nature, amount and percentage of shares held by each in
the Corporation.
C/M: 11536.0001 428573.1
8
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial
Principal Occupation Ownership at % of
Name, Address and Age During Preceding Five Years 12/__/96 Shares
<S> <C> <C> <C>
*Thomas E. O'Connor, 52 President of Thomas E. [-] [-]
Chairman of the Board O'Connor & Co., Inc., the
19 Old Kings Highway South general partner of Thomas E.
Darien, Connecticut 06820- O'Connor & Co. L.P. which is
4526 a general partner of the
Advisor. Prior to forming the
Advisor and its affiliated
management company, Gabelli-
O'Connor Fixed Income
Management Co., he was a
Managing Director of Bear,
Stearns & Co. Inc. He began
his affiliation with Bear,
Stearns & Co. Inc. in 1972 and
became a General Partner of
Bear, Stearns & Co. (the
predecessor partnership) in
1977, and became manager of
the Public Finance Department
in 1978.
+Felix J. Christiana, 71 Retired Senior Vice President, [ ] [ ]
Director Dollar Dry Dock Savings
45 Pondfield Parkway Bank. Director of The Gabelli
Mount Vernon, New York Asset Fund, Gabelli Equity
10552 Series Funds, Inc., Gabelli
Global Series Funds, Inc., Gabelli
Global Multimedia Trust Inc., The
Gabelli Value Fund, Inc., The
Gabelli Convertible Securities Fund,
Inc., The Gabelli Equity Trust and
The Gabelli Growth Fund.
- - ------------------------------------
* "Interested person" of the Corporation, as defined in the 1940 Act.
+ Director, trustee or officer of investment companies advised by Gabelli Funds,
Inc.
</TABLE>
C/M: 11536.0001 428573.1
9
<PAGE>
<TABLE>
<S> <C> <C> <C>
+ Robert C. Kolodny, M.D., Physician, author and lecturer [ ] [ ]
52 Director (self-employed) (1983-present).
885 Oenoke Ridge Road General Partner of KBS
New Canaan, Connecticut Partnership, KBS II Investment
06840 Partnership, KBS III
Investment Partnership, KBS IV
Limited Partnership, KBS New
Dimensions, L.P., KBS Global
Opportunities, L.P. and KBS VII
Limited Partnership, private
investment partnerships
(1981-present). Medical Director and
Chairman of the Board of the
Behavioral Medicine Institute (1983-
present).
+ Anthony R. Pustorino, 70 Retired President of (1961- [ ] [ ]
Director 1989) and consultant to
515 Madison Avenue Pustorino, Puglisi & Co.,
New York, New York 10022 P.C., certified public
accountants; Professor, Pace
University (1965-present).
Director of The Gabelli Asset
Fund, The Gabelli Growth
Fund, The Gabelli Value Fund,
Inc. and The Gabelli
Convertible Securities Fund.
Trustee of The Gabelli Equity
Trust, Gabelli Capital Series
Fund, Gabelli Multimedia Trust
and Gabelli Equity Series
Fund.
Gary L. Roubos, 59 Chairman of the Board of [ ] [ ]
Director Dover Corp., a diversified
280 Park Avenue industrial manufacturing
New York, New York 10017 company since 1981.
- - ------------------------------------
+ Director, trustee or officer of investment companies advised by Gabelli Funds,
Inc.
</TABLE>
C/M: 11536.0001 428573.1
10
<PAGE>
<TABLE>
<S> <C> <C> <C>
William A. Merritt Jr., 59 Financial Consultant/Mergers [ ] [ ]
Director and Acquisitions (1992-
83 Brookside Road present). Managing Member
Darien, Connecticut 06820 of Seaboard Realty LLC and
Navigator Communications
Systems, LLC (1995-present).
President and Chief Operating
Officer of WilTel
Communications Systems, Inc.
(1990-1992).
Mary E. Hauck, 51 Retired Senior Portfolio [ ] [ ]
Director manager of the Advisor. Prior
Bishop Park Road to joining the Advisor in 1987,
RR4, Box 200 she was a senior vice president
Pound Ridge, New York and portfolio manager of
10576 municipal mutual funds at the
Dreyfus Corporation, where she began
in 1977.
Anthony Van Ekris, [ ] [Insert Bio] [ ] [ ]
Nominee for Director
[Insert Address]
*Carl Ottopole, [ ] [Insert Bio] [ ] [ ]
Nominee for Director
[Insert Address]
In addition to Mr. O'Connor, who has served as President of the
Corporation since September 1987, the officers of the Corporation are:
- - ------------------------------------
* "Interested person" of the Corporation, as defined in the 1940 Act.
C/M: 11536.0001 428573.1
11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name,Age, Position(s) Principal Occupations During
with Fund and Address Past Five Years
<S> <C>
Ronald S. Eaker, 35 Senior Portfolio manager of the Advisor.
President and Chief Investment Prior to joining the Advisor in 1987, he
Officer was Supervisor of Administrative
19 Old Kings Highway South Operations at Frank Henjes & Co., where
Darien, Connecticut 06820-4526 he began in 1983.
Henley L. Smith, 39 Senior Portfolio manager of the Advisor.
Vice President and Prior to joining the Advisor in 1987, he
Investment Officer was portfolio manager at Manufacturers
19 Old Kings Highway South Hanover Investment Corp. where he
Darien, Connecticut 06820-4526 began in 1984. From 1982-1984 he was
a portfolio manager for Manufacturers
Hanover Trust Company.
Carroll L. Coward, 39 Portfolio manager of the Advisor. Prior
Vice President and Investment to joining the Advisor in 1992, she was
Officer Vice President of Lord Abbett & Co.,
19 Old Kings Highway South where she began in 1986.
Darien, Connecticut 06820-4526
Judith Fabrizi, 28 Employee of the Advisor. Prior to
Secretary, Treasurer and joining the Advisor in 1989, she was a
Investment Officer cosmetic consultant for Lord & Taylor,
19 Old Kings Highway South where she began in 1987.
Darien, Connecticut 06820-4526
</TABLE>
The Corporation paid an aggregate remuneration of $ to its directors
and to certain employees of the Manager with respect to its fiscal year ended
October 31, 1996, consisting of $______ in aggregate directors' fees to the six
disinterested directors, and salaries and benefits aggregating $ paid to certain
employees of the Advisor pursuant to the terms of the Advisory Agreement.
C/M: 11536.0001 428573.1
12
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================================================
(1) (2) (3) (4) (5)
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total
Pension or Compensation
Aggregate Retirement From Corporation
Name of Compensation Benefits Accrued Estimated and Corporation
Person, From As Part of Fund Annual Benefits Complex Paid to
Position Corporation Expenses Upon Retirement Directors*
- - ------------------------------------------------------------------------------------------------------------------------------
Felix J. $4,750 0 0 $4,750
Christiana,
Director
- - ------------------------------------------------------------------------------------------------------------------------------
Dr. Robert C. $5,250 0 0 $5,250
Kolodny,
Director
- - ------------------------------------------------------------------------------------------------------------------------------
Anthony R. $5,250 0 0 $5,250
Pustorino,
Director
- - ------------------------------------------------------------------------------------------------------------------------------
Gary L. $5,250 0 0 $5,250
Roubos,
Director
- - ------------------------------------------------------------------------------------------------------------------------------
William A. $5,250 0 0 $5,250
Merritt, Jr.,
Director
- - ------------------------------------------------------------------------------------------------------------------------------
Mary E. Hauck, $5,250 0 0 $5,250
Director
==============================================================================================================================
</TABLE>
* The total compensation paid to such persons by the Corporation and
Corporation Complex for the fiscal year ending October 31, 1996.
PROPOSAL 3 RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of Directors recommends that the shareholders ratify the
selection of Ernst & Young LLP, independent public accountants, to audit the
accounts of the Corporation for the fiscal year ending October 31, 1997. Ernst &
Young LLP have audited the accounts of the Corporation since its inception and
do not have any direct financial interest or any material indirect financial
interest in the Corporation.
A representative of Ernst & Young LLP is not expected to be present at
the shareholders' meeting. If the shareholders do not ratify the Board's
recommendation, the Board will submit another proposal to the shareholders with
a recommendation for independent public accountants. The ratification of
selection of Independent Accountants requires the approval of a majority present
at the meeting in person or by proxy.
C/M: 11536.0001 428573.1
13
<PAGE>
INFORMATION REGARDING THE CURRENT ADVISOR
The investment advisor for the Corporation is Gabelli-O'Connor Fixed
Income Mutual Funds Management Co., with offices at 19 Old Kings Highway South,
Darien, Connecticut 06820-4526, a Delaware partnership organized in 1987. As of
December __, 1996, the Advisor is an investment manager, administrator or
advisor only for the assets of the Corporation. Gabelli-O'Connor Fixed Income
Mutual Funds Management Co. is a registered investment advisor under the 1940
Act. Mr. O'Connor is President and sole shareholder of Thomas E. O'Connor & Co.,
Inc., the general partner of Thomas E. O'Connor & Co. L.P., which is a general
partner of the Advisor. Mario J. Gabelli is the Chairman of the Board of
Directors of Gabelli Funds, Inc., which is the other general partner of the
Advisor. As a result of these relationships, Messrs. Thomas E. O'Connor and
Mario J. Gabelli may each be deemed to be a "controlling person" of the Advisor.
As of December 31, 1995 the Advisor served as investment advisor for assets
aggregating in excess of $641 million. The Advisor is an affiliate of
Gabelli-O'Connor Fixed Income Management Co., a registered investment advisor
that is an investment manager or advisor to corporations, institutions, pension
trusts, profit sharing trusts and high net worth individuals and which, as of
December 31, 1995, served as an investment advisor for assets aggregating in
excess of $1.06 billion. The Advisor is an affiliate of Quantum/Gabelli-O'Connor
L.P. which, as of December 31, 1995, served as investment advisor for assets
aggregating in excess of $22 million. The Advisor is also an affiliate of
Gabelli Funds, Inc. which, through its affiliates, acts as an investment
manager, administrator or advisor for assets aggregating in excess of $11.6
billion as of August 31, 1996.
Expense Limitation. The Advisor has agreed to reimburse a Portfolio 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 Portfolio's shares are qualified for sale.
For the purpose of this obligation to reimburse expenses, the Portfolio's annual
expenses are estimated and accrued daily, and any appropriate estimated payments
are made to it on a monthly basis. From time to time, the Advisor may
voluntarily assume certain expenses of any Portfolio of the Corporation. This
would have the effect of lowering the overall expense ratio of that Portfolio
and of increasing yield to investors in that Portfolio. Subject to the
obligations of the Advisor to reimburse a Portfolio for its excess expenses as
described above, the Portfolios have, under the respective Advisory Agreements,
confirmed their obligation for payment of all their other expenses, including
without limitation: fees payable to the Advisor, Administrator, Custodian,
Transfer Agent and Dividend Agent; brokerage and commission expenses; federal,
state or local taxes, including issuance and transfer taxes incurred by or
levied on them; commitment fees, certain insurance premiums and membership fees
and dues in investment company organizations; interest charges on borrowings;
telecommunications expenses; recurring and non-recurring legal and accounting
expenses; costs of organizing and maintaining the Corporation's existence as a
corporation; compensation, including directors' fees, of any directors, officers
or employees who are not also officers of the Advisor or its affiliates and
costs of other personnel providing administrative and clerical services; costs
of stockholders' services and costs of stockholders' reports, proxy
solicitations, and corporate meetings; fees and expenses of registering their
shares under the appropriate Federal securities laws and of qualifying their
shares under applicable state securities laws, including expenses attendant upon
the initial registration and qualification of these shares and attendant upon
renewals of, or amendments to, those registrations and qualifications; and
expenses of preparing, printing and delivering the Prospectus to existing
shareholders and of printing shareholder application forms for shareholder
accounts.
C/M: 11536.0001 428573.1
14
<PAGE>
The Corporation may from time to time hire its own employees or
contract to have management services performed by third parties, and the
management of the Corporation intends to do so whenever it appears advantageous
to the Corporation. The Corporation'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 Securities Improvement Act of
1996, all state expense limitations have been eliminated at this time.
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
Corporation's Board of Directors has adopted a distribution and service plan for
each Portfolio of the Corporation (the "Plans") and, pursuant to the Plans, the
Corporation and the Advisor have entered into a Distribution Agreement and a
Shareholder Servicing Agreement with GOC Fund, Distributors Inc. ("Distributor")
as distributor of the Corporation's shares. Upon the consummation of the
Acquisition, the Distributor will be dissolved and Gabelli & Company, Inc. will
succeed to such. The Plans will be amended and restated to reflect the new
distributor and the Distribution Agreements and Shareholder Servicing Agreements
will be re-executed, all as approved by the Board of Directors to take effect if
the new Advisory Agreements are approved by the shareholders of the Corporation.
Although there are no fees or expenses chargeable to the Corporation under the
Plans, the Corporation's Board of Directors has adopted the Plans in case
certain expenses of the Corporation might be considered to constitute indirect
payments by the Corporation of distribution expenses. If a payment by the
Corporation to the Advisor of advisory fees should be deemed to be indirect
financing by the Corporation of the distribution of its shares, such payments
would be authorized under the Plans. The new Distribution Agreements and
Shareholder Servicing Agreements would replace the current Distribution
Agreements with the Distributor and would be identical to those agreements,
except for (i) the dates of execution and effectiveness and (ii) the name of the
Distributor.
The Plans provide that the Advisor may make payments from time to time
from its own resources, which may include the advisory fee and past profits for
the following purposes: to pay promotional and administrative expenses in
connection with the offer and sale of the shares of the Portfolios, including
payments to participating organizations for performing shareholder servicing and
related administrative functions and for providing assistance in distributing
the Corporation's shares. The Advisor, in its sole discretion, will determine
the amount of such payments made pursuant to the Plans, provided that such
payments will not increase the amount which the Corporation is required to pay
to the Advisor for any fiscal year under the Advisory Agreement in effect for
that year.
The Glass-Steagell Act limits the ability of a depository institution
to become an underwriter or distributor of securities. However, it is the
Corporation 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
Advisor for providing such services. However, this is an unsettled area of the
law and if a determination contrary to the Corporation management's position is
made by a bank regulatory agency or court concerning shareholder servicing and
administration payments to banks from the Advisor, 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
Corporation or its shareholders. In addition, state securities laws on this
issue may differ from the interpretation of federal law expressed herein and
banks and financial institutions may be required to register as dealers pursuant
to state law.
C/M: 11536.0001 428573.1
15
<PAGE>
The Plans provide that they may continue in effect for successive
annual periods provided they are approved by the shareholders or by the Board of
Directors, including a majority of directors who are not interested persons of
the Corporation and who have no direct or indirect interest in the operation of
the Plans, or in the agreements related to the Plans. On July 19, 1995, the
Board of Directors approved the continuance of all of the Plans until October
31, 1996. The Plans for the Domestic Prime Money Market Portfolio and the Tax
Exempt Money Market Portfolio were approved by a majority of the affected
Portfolio's shareholders at the annual meeting on March 6, 1989. The Plan for
the U.S. Treasury Money Market Portfolio was approved by a majority of that
Portfolio's shareholders on March 14, 1991. The Plans further provide that they
may not be amended to increase materially the costs which may be spent by the
Corporation for distribution pursuant to the Plans without shareholder approval,
and the other material amendments must be approved by the directors in the
manner described in the preceding sentence. The Plans may be terminated at any
time by a vote of a majority of the disinterested directors of the Corporation
or the Corporation's shareholders. Although there are no fees or expenses
chargeable to the Corporation under the Plans, for the fiscal year ended October
31, 1995, the Advisor made payments under each Plan to or on behalf of
participating organizations in amounts of $100,412, $134,644 and $149,719 with
regard to the U.S. Treasury Money Market Portfolio, the Tax Exempt Money Market
Portfolio and the Domestic Prime Money Market Portfolio, respectively
(representing .10% of the average daily net assets of each of those Portfolios).
Although these payments were not made by the Corporation each may be deemed an
indirect payment by the Corporation.
ALLOCATION OF PORTFOLIO BROKERAGE
The Corporation'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 not brokerage commissions
paid for such purchases. Any transactions for which the Corporation 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
Corporation may purchase participation certificates in variable rate municipal
obligations with a demand feature from banks or other financial institutions at
a negotiated yield to the Corporation based on the applicable interest rate
adjustment index for the security. The interest received by the Corporation is
net of a fee charged by the 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 Advisor in its best judgment and in a manner deemed
in the best interest of shareholders of the Corporation rather than by a
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 Corporation will be made independently
from those for any other investment companies or accounts that may be or become
managed by the Advisor or its affiliates. If, however, the Corporation and other
investment companies or accounts managed by the Advisor are simultaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged
C/M: 11536.0001 428573.1
16
<PAGE>
as to price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by the Corporation or the size
of the position obtainable for the Corporation. In addition, when purchases or
sales of the same security for the Corporation and for other investment
companies managed by the Advisor 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 Advisor or its
affiliates acting as principal. In addition, the Corporation will not buy
bankers' acceptances, certificates of deposit or commercial paper from the
Advisor or its affiliates.
Investment decisions for the Corporation will be made independently
from those for any other accounts or investment companies that may be or become
advised or managed by the Advisor or its affiliates. If, however, the
Corporation and other investment companies or accounts advised or managed by the
Advisor are contemporaneously 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 Corporation or the size of the position obtainable for
the Corporation. In addition, when purchases or sales of the same security for
the Corporation and for other investment companies managed by the Advisor occur
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchasers or
sellers.
OTHER MATTERS
As a Maryland corporation, the Corporation is not required, and does
not intend, to hold regular annual meetings. Shareholders who wish to present
proposals at any future shareholder meeting must present such proposals to the
Board at a reasonable time prior to the solicitation of any shareholder proxy.
The management does not know of any matters to be present at this
Special Meeting of Shareholders other than those mentioned in this Proxy
Statement. If any of the persons listed above is unavailable for election as a
director, an event not now anticipated, or if any other matters properly come
before the meeting, the shares represented by proxies will be voted with respect
thereto in accordance with the best judgment of the person or persons voting the
proxies.
By Order of the Board of Directors
JUDITH FABRIZI, Secretary
December ____, 1996
C/M: 11536.0001 428573.1
17
<PAGE>
EXHIBIT A (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF
U.S. TREASURY MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C.])
-18-
<PAGE>
ADVISORY AGREEMENT
THE TREASURER'S FUND, INC.
U.S. TREASURY MONEY MARKET PORTFOLIO
Darien, Connecticut
December __, 1996
[NEWCO L.L.C.]
19 Old Kings Highway South
Darien, Connecticut 06820-4526
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and reinvesting
our assets in securities of the type, and in accordance with the limitations,
specified in our Articles of Incorporation, By-Laws and Registration Statement
filed with the Securities and Exchange Commission under the Investment Company
Act of 1940 (the "1940 Act") and the Securities Act of 1933, including the
Prospectus forming a part thereof (the "Registration Statement"), all as from
time to time in effect, and in such manner and to such extent as may from time
to time be authorized by our Board of Directors. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the management and other services
specified below.
(b) Subject to the general control of our Board of Directors, you
will make decisions with respect to all purchases and sales of our portfolio
securities. To carry out such decisions, you are hereby authorized, as our agent
and attorney-in-fact, for our account and at our risk and in our name, to place
orders for the investment and reinvestment of our assets. In all purchases,
sales and other transactions in our portfolio securities you are authorized to
exercise full discretion and act for us in the same manner and with the same
force and effect as our corporation itself might or could do with respect to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
-19-
10082.0000 428801.1
<PAGE>
(c) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since your prior report, and will also keep
us in touch with important developments affecting our portfolio and, on your own
initiative, will furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the individual entities
whose securities are included in our portfolio, the activities in which such
entities engage, Federal income tax policies applicable to our investments, or
the conditions prevailing in the money market or the economy generally. You will
also furnish us with such statistical and analytical information with respect to
our portfolio securities as you may believe appropriate or as we may reasonably
request. In making such purchases and sales of our portfolio securities, you
will comply with the policies set from time to time by our Board of Directors as
well as the limitations imposed by our Articles of Incorporation, the provisions
of the Internal Revenue Code relating to regulated investment companies and the
1940 Act, and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your expense,
such persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder. While this agreement is in effect, you or
persons affiliated with you, other than us ("your affiliates"), will provide
persons satisfactory to our Board of Directors to be elected or appointed
officers or employees of our corporation. These shall be a president, a
secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.
(e) You or your affiliates will also provide supervisory personnel
without charge, who may be our officers and who will be responsible for
supervising the performance of administrative services, accounting and related
services, net asset value and yield calculations, reports to and filings with
regulatory authorities, and services relating to such functions. Such personnel
may be your employees or employees of your affiliates or of other organizations.
It is understood that we may retain, at our expense, an administrator to perform
the operational components of the functions and services listed herein.
(f) You or your affiliates will also furnish us, without charge,
such additional administrative and management supervision and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. You or your affiliates will also pay the expenses of promoting and
advertising the sale of our shares (other than the costs of preparing, printing
and filing our Registration Statement, printing copies of the Prospectus
contained therein for existing
-20-
10082.0000 428801.1
<PAGE>
shareholders of the Fund and complying with other applicable regulatory
requirements), and of printing and distributing the Fund's Prospectus to
prospective investors. To the extent that you or your affiliates directly, or
through GOC Fund Distributors, Inc. (the "Distributor"), may make payments to
securities dealers and other third parties who engage in the sale of our shares
or who render shareholder support services, and that such payments may be deemed
indirect financing of an activity primarily intended to result in the sale of
shares of the Portfolios within the context of Rule 12b-1 under the 1940 Act
(the "Rule"), then such payments by you shall be deemed to be authorized under
the Portfolio's Distribution and Service Plan adopted pursuant to the Rule. You
will, in your sole discretion, determine the amount of such payments and may
from time to time in your sole discretion increase or decrease the amount of
such payments; provided, however, that no such payment will increase the amount
the Portfolio is required to pay you or the Distributor under this Agreement or
any agreement. Any payments made by you for the purpose of distributing shares
of the Portfolio are subject to compliance with the terms of written agreements
in a form satisfactory to the Fund's Board of Directors to be entered into by
you and the participating organization. It is understood that you, in your sole
discretion, may reimburse the Distributor for any of such expenses that it may
incur on your behalf.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses including: (a) brokerage and commission expenses; (b) Federal, state or
local taxes, including issue and transfer taxes incurred by or levied on us; (c)
commitment fees, certain insurance premiums and membership fees and dues in
investment company organizations; (d) interest charges on borrowings; (e)
charges and expenses of our custodian and administrator; (f) charges and
expenses relating to the issuance, redemption, transfer and dividend disbursing
functions for us; (g) telecommunications expenses; (h) recurring and
non-recurring legal and accounting expenses; (i) costs of organizing and
maintaining our existence as a corporation; (j) compensation, including
directors' fees, of any of our directors, officers or employees who are not your
officers or officers of your affiliates, and costs of other personnel providing
administrative and clerical services to us; (k) costs of providing shareholders'
services and costs of shareholders' reports, proxy solicitations, and corporate
meetings; (1) fees and expenses of registering our shares under the appropriate
Federal securities laws and of qualifying our shares under applicable state
securities laws, including expenses attendant upon the initial registration and
qualification of our shares and attendant upon renewals of, or amendment to,
those registrations and qualifications; (m) expenses of preparing, printing and
delivering our initial registration statement and of preparing, printing and
delivering our Prospectus to our existing shareholders and of printing
-21-
10082.0000 428801.1
<PAGE>
shareholder application forms for shareholder accounts; and (n) payment of the
fees provided for herein, in the Distribution Agreement and in the
Administrative Services Agreement. Our obligation for the foregoing expenses is
limited by your agreement to be responsible, while this Agreement is in effect,
for any amount by which our annual operating expenses (excluding taxes,
brokerage, interest and extraordinary expenses) exceed the limits on investment
company expenses prescribed by any state in which the Fund's shares are
qualified for sale.
4. We will expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our security
holders by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual rate of thirty one-hundredths of one percent (0.30%) of our average daily
net assets. Your fee will be accrued by us daily, and will be payable on the
last day of each calendar month for services performed hereunder during that
month or on such other schedule as you shall request of us in writing. You may
waive your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing. Any reimbursement of our expenses, to
which we may become entitled pursuant to paragraph 3 hereof, will be paid to us
at the end of the month for which those expenses are accrued, at the same time
as we pay you your fee for that month.
6. This Agreement will become effective on December __, 1996 and
shall continue in effect until ____________, 199__ and thereafter for successive
twelve-month periods (computed from each ____________), provided that such
continuation is specifically approved at least annually by our Board of
Directors or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act, and, in either case, by a majority of
those of our directors who are neither party to this Agreement nor, other than
by their service as directors of the corporation, interested persons, as defined
in the 1940 Act, of any such person who is party to this Agreement. Upon the
effectiveness of this Agreement, it shall supersede all previous Agreements
between us covering the subject matter hereof. This Agreement may be terminated
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities, as defined in the 1940 Act, or by a vote of a
majority of our entire Board of Directors, on sixty days' written notice to you,
or by you on sixty days' written notice to us.
-22-
10082.0000 428801.1
<PAGE>
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE TREASURER'S FUND, INC.
By:
ACCEPTED: December __, 1996
[NEWCO L.L.C.]
By:
By:
-23-
10082.0000 428801.1
<PAGE>
EXHIBIT B (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF
DOMESTIC PRIME MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C.])
-24-
<PAGE>
ADVISORY AGREEMENT
THE TREASURER'S FUND, INC.
DOMESTIC PRIME MONEY MARKET PORTFOLIO
Darien, Connecticut
December __, 1996
[NEWCO L.L.C.]
19 Old Kings Highway South
Darien, Connecticut 06820-4526
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and reinvesting
our assets in securities of the type, and in accordance with the limitations,
specified in our Articles of Incorporation, By-Laws and Registration Statement
filed with the Securities and Exchange Commission under the Investment Company
Act of 1940 (the "1940 Act") and the Securities Act of 1933, including the
Prospectus forming a part thereof (the "Registration Statement"), all as from
time to time in effect, and in such manner and to such extent as may from time
to time be authorized by our Board of Directors. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the management and other services
specified below.
(b) Subject to the general control of our Board of Directors,
you will make decisions with respect to all purchases and sales of our portfolio
securities. To carry out such decisions, you are hereby authorized, as our agent
and attorney-in-fact, for our account and at our risk and in our name, to place
orders for the investment and reinvestment of our assets. In all purchases,
sales and other transactions in our portfolio securities you are authorized to
exercise full discretion and act for us in the same manner and with the same
force and effect as our corporation itself might or could do with respect to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
-26-
10082.0000 428795.1
<PAGE>
(c) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since your prior report, and will also keep
us in touch with important developments affecting our portfolio and, on your own
initiative, will furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the individual entities
whose securities are included in our portfolio, the activities in which such
entities engage, Federal income tax policies applicable to our investments, or
the conditions prevailing in the money market or the economy generally. You will
also furnish us with such statistical and analytical information with respect to
our portfolio securities as you may believe appropriate or as we may reasonably
request. In making such purchases and sales of our portfolio securities, you
will comply with the policies set from time to time by our Board of Directors as
well as the limitations imposed by our Articles of Incorporation, the provisions
of the Internal Revenue Code relating to regulated investment companies and the
1940 Act, and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your expense,
such persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder. While this agreement is in effect, you or
persons affiliated with you, other than us ("your affiliates"), will provide
persons satisfactory to our Board of Directors to be elected or appointed
officers or employees of our corporation. These shall be a president, a
secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.
(e) You or your affiliates will also provide supervisory
personnel without charge, who may be our officers, who will be responsible for
supervising the performance of administrative services, accounting and related
services, net asset value and yield calculations, reports to and filings with
regulatory authorities, and services relating to such functions. Such personnel
may be your employees or employees of your affiliates or of other organizations.
It is understood that we may retain, at our expense, an administrator to perform
the operational components of the functions and services listed herein.
(f) You or your affiliates will also furnish us without charge
such additional administrative and management supervision and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. You or your affiliates will also pay the expenses of promoting and
advertising the sale of our shares (other than the costs of preparing, printing
and filing our Registration
10082.0000 428795.1
-27-
<PAGE>
Statement, printing copies of the Prospectus contained therein for existing
shareholders of the Fund and complying with other applicable regulatory
requirements), and of printing and distributing the Fund's Prospectus to
prospective investors. To the extent that you or your affiliates directly, or
through GOC Fund Distributors, Inc. (the "Distributor"), may make payments to
securities dealers and other third parties who engage in the sale of our shares
or who render shareholder support services, and that such payments may be deemed
indirect financing of an activity primarily intended to result in the sale of
shares of the Portfolios within the context of Rule 12b-1 under the 1940 Act
(the "Rule"), then such payments by you shall be deemed to be authorized under
the Portfolio's Distribution and Service Plan adopted pursuant to the Rule. You
will, in your sole discretion, determine the amount of such payments and may
from time to time in your sole discretion increase or decrease the amount of
such payments; provided, however, that no such payment will increase the amount
the Portfolio is required to pay you or the Distributor under this Agreement or
any agreement. Any payments made by you for the purpose of distributing shares
of the Portfolio are subject to compliance with the terms of written agreements
in a form satisfactory to the Fund's Board of Directors to be entered into by
you and the participating organization. It is understood that you, in your sole
discretion, may reimburse the Distributor for any of such expenses that it may
incur on your behalf.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses including: (a) brokerage and commission expenses; (b) Federal, state or
local taxes, including issue and transfer taxes incurred by or levied on us; (c)
commitment fees, certain insurance premiums and membership fees and dues in
investment company organizations; (d) interest charges on borrowings; (e)
charges and expenses of our custodian and administrator; (f) charges and
expenses relating to the issuance, redemption, transfer and dividend disbursing
functions for us; (g) telecommunications expenses; (h) recurring and
non-recurring legal and accounting expenses; (i) costs of organizing and
maintaining our existence as a corporation; (j) compensation, including
directors' fees, of any of our directors, officers or employees who are not your
officers or officers of your affiliates, and costs of other personnel providing
administrative and clerical services to us; (k) costs of providing shareholders'
services and costs of shareholders' reports, proxy solicitations, and corporate
meetings; (1) fees and expenses of registering our shares under the appropriate
Federal securities laws and of qualifying our shares under applicable state
securities laws, including expenses attendant upon the initial registration and
qualification of our shares and attendant upon renewals of, or amendment to,
those registrations and qualifications; (m) expenses of preparing, printing and
delivering our initial
10082.0000 428795.1
-28-
<PAGE>
registration statement and of preparing, printing and delivering our Prospectus
to our existing shareholders and of printing shareholder application forms for
shareholder accounts; and (n) payment of the fees provided for herein, in the
Distribution Agreement and in the Administrative Services Agreement. Our
obligation for the foregoing expenses is limited by your agreement to be
responsible, while this Agreement is in effect, for any amount by which our
annual operating expenses (excluding taxes, brokerage, interest and
extraordinary expenses) exceed the limits on investment company expenses
prescribed by any state in which the Fund's shares are qualified for sale.
4. We will expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our security
holders by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual rate of three-tenths of one percent (0.30%) of our average daily net
assets. Your fee will be accrued by us daily, and will be payable on the last
day of each calendar month for services performed hereunder during that month or
on such other schedule as you shall request of us in writing. You may waive your
right to any fee to which you are entitled hereunder, provided such waiver is
delivered to us in writing. Any reimbursement of our expenses, to which we may
become entitled pursuant to paragraph 3 hereof, will be paid to us at the end of
the month for which those expenses are accrued, at the same time as we pay you
your fee for that month.
6. This Agreement will become effective on December __, 1996 and
shall continue in effect until ____________, 199__ and thereafter for successive
twelve-month periods (computed from each _____________), provided that such
continuation is specifically approved at least annually by our Board of
Directors or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act, and, in either case, by a majority of
those of our directors who are neither party to this Agreement nor, other than
by their service as directors of the corporation, interested persons, as defined
in the 1940 Act, of any such person who is party to this Agreement. Upon the
effectiveness of this Agreement, it shall supersede all previous Agreements
between us covering the subject matter hereof. This Agreement may be terminated
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities, as defined in the 1940 Act, or by a vote of a
10082.0000 428795.1
-29-
<PAGE>
majority of our entire Board of Directors, on sixty days' written notice to you,
or by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE TREASURER'S FUND, INC.
By:
ACCEPTED: December __, 1996
[NEWCO L.L.C.]
By:
By:
10082.0000 428795.1
-30-
<PAGE>
EXHIBIT C (ADVISORY AGREEMENT BETWEEN THE CORPORATION, ON BEHALF OF
TAX EXEMPT MONEY MARKET PORTFOLIO, AND [NEWCO L.L.C.])
-31-
<PAGE>
ADVISORY AGREEMENT
THE TREASURER'S FUND, INC.
TAX EXEMPT MONEY MARKET PORTFOLIO
Darien, Connecticut
December __, 1996
[NEWCO L.L.C.]
19 Old Kings Highway South
Darien, Connecticut 06820-4526
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and reinvesting
our assets in securities of the type, and in accordance with the limitations,
specified in our Articles of Incorporation, By-Laws and Registration Statement
filed with the Securities and Exchange Commission under the Investment Company
Act of 1940 (the "1940 Act") and the Securities Act of 1933, including the
Prospectus forming a part thereof (the "Registration Statement"), all as from
time to time in effect, and in such manner and to such extent as may from time
to time be authorized by our Board of Directors. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the management and other services
specified below.
(b) Subject to the general control of our Board of Directors,
you will make decisions with respect to all purchases and sales of our portfolio
securities. To carry out such decisions, you are hereby authorized, as our agent
and attorney-in-fact, for our account and at our risk and in our name, to place
orders for the investment and reinvestment of our assets. In all purchases,
sales and other transactions in our portfolio securities you are authorized to
exercise full discretion and act for us in the same manner and with the same
force and effect as our corporation itself might or could do with respect to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
-32-
10082.0000 428792.1
<PAGE>
(c) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since your prior report, and will also keep
us in touch with important developments affecting our portfolio and, on your own
initiative, will furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the individual entities
whose securities are included in our portfolio, the activities in which such
entities engage, Federal income tax policies applicable to our investments, or
the conditions prevailing in the money market or the economy generally. You will
also furnish us with such statistical and analytical information with respect to
our portfolio securities as you may believe appropriate or as we may reasonably
request. In making such purchases and sales of our portfolio securities, you
will comply with the policies set from time to time by our Board of Directors as
well as the limitations imposed by our Articles of Incorporation, the provisions
of the Internal Revenue Code relating to regulated investment companies and the
1940 Act, and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ,
subcontract with or otherwise associate with yourself, entirely at your expense,
such persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder. While this agreement is in effect, you or
persons affiliated with you, other than us ("your affiliates"), will provide
persons satisfactory to our Board of Directors to be elected or appointed
officers or employees of our corporation. These shall be a president, a
secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.
(e) You or your affiliates will also provide supervisory
personnel without charge, who may be our officers, who will be responsible for
supervising the performance of administrative services, accounting and related
services, net asset value and yield calculations, reports to and filings with
regulatory authorities, and services relating to such functions. Such personnel
may be your employees or employees of your affiliates or of other organizations.
It is understood that we may retain, at our expense, an administrator to perform
the operational components of the functions and services listed herein.
(f) You or your affiliates will also furnish us without charge
such additional administrative and management supervision and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. You or your affiliates will also pay the expenses of promoting and
advertising the sale of our shares (other than the costs of preparing, printing
and filing our Registration
-33-
10082.0000 428792.1
<PAGE>
Statement, printing copies of the Prospectus contained therein for existing
shareholders of the Fund and complying with other applicable regulatory
requirements), and of printing and distributing the Fund's Prospectus to
prospective investors. To the extent that you or your affiliates directly, or
through GOC Fund Distributors, Inc. (the "Distributor"), may make payments to
securities dealers and other third parties who engage in the sale of our shares
or who render shareholder support services, and that such payments may be deemed
indirect financing of an activity primarily intended to result in the sale of
shares of the Portfolios within the context of Rule 12b-1 under the 1940 Act
(the "Rule"), then such payments by you shall be deemed to be authorized under
the Portfolio's Distribution and Service Plan adopted pursuant to the Rule. You
will, in your sole discretion, determine the amount of such payments and may
from time to time in your sole discretion increase or decrease the amount of
such payments; provided, however, that no such payment will increase the amount
the Portfolio is required to pay you or the Distributor under this Agreement or
any agreement. Any payments made by you for the purpose of distributing shares
of the Portfolio are subject to compliance with the terms of written agreements
in a form satisfactory to the Fund's Board of Directors to be entered into by
you and the participating organization. It is understood that you, in your sole
discretion, may reimburse the Distributor for any of such expenses that it may
incur on your behalf.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses including: (a) brokerage and commission expenses; (b) Federal, state or
local taxes, including issue and transfer taxes incurred by or levied on us; (c)
commitment fees, certain insurance premiums and membership fees and dues in
investment company organizations; (d) interest charges on borrowings; (e)
charges and expenses of our custodian and administrator; (f) charges and
expenses relating to the issuance, redemption, transfer and dividend disbursing
functions for us; (g) telecommunications expenses; (h) recurring and
non-recurring legal and accounting expenses; (i) costs of organizing and
maintaining our existence as a corporation; (j) compensation, including
directors' fees, of any of our directors, officers or employees who are not your
officers or officers of your affiliates, and costs of other personnel providing
administrative and clerical services to us; (k) costs of providing shareholders'
services and costs of shareholders' reports, proxy solicitations, and corporate
meetings; (1) fees and expenses of registering our shares under the appropriate
Federal securities laws and of qualifying our shares under applicable state
securities laws, including expenses attendant upon the initial registration and
qualification of our shares and attendant upon renewals of, or amendment to,
those registrations and qualifications; (m) expenses of preparing, printing and
delivering our initial
-34-
10082.0000 428792.1
<PAGE>
registration statement and of preparing, printing and delivering our Prospectus
to our existing shareholders and of printing shareholder application forms for
shareholder accounts; and (n) payment of the fees provided for herein, in the
Distribution Agreement and in the Administrative Services Agreement. Our
obligation for the foregoing expenses is limited by your agreement to be
responsible, while this Agreement is in effect, for any amount by which our
annual operating expenses (excluding taxes, brokerage, interest and
extraordinary expenses) exceed the limits on investment company expenses
prescribed by any state in which the Fund's shares are qualified for sale.
4. We will expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our security
holders by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual rate of three-tenths of one percent (0.30%) of our average daily net
assets. Your fee will be accrued by us daily, and will be payable on the last
day of each calendar month for services performed hereunder during that month or
on such other schedule as you shall request of us in writing. You may waive your
right to any fee to which you are entitled hereunder, provided such waiver is
delivered to us in writing. Any reimbursement of our expenses, to which we may
become entitled pursuant to paragraph 3 hereof, will be paid to us at the end of
the month for which those expenses are accrued, at the same time as we pay you
your fee for that month.
6. This Agreement will become effective on December __, 1996 and
shall continue in effect until __________, 199__ and thereafter for successive
twelve-month periods (computed from each ____________), provided that such
continuation is specifically approved at least annually by our Board of
Directors or by a majority vote of the holders of our outstanding voting
securities, as defined in the 1940 Act, and, in either case, by a majority of
those of our directors who are neither party to this Agreement nor, other than
by their service as directors of the corporation, interested persons, as defined
in the 1940 Act, of any such person who is party to this Agreement. Upon the
effectiveness of this Agreement, it shall supersede all previous Agreements
between us covering the subject matter hereof. This Agreement may be terminated
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities, as defined in the 1940 Act, or by a vote of a
-35-
10082.0000 428792.1
<PAGE>
majority of our entire Board of Directors, on sixty days' written notice to you,
or by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE TREASURER'S FUND, INC.
By
ACCEPTED: December __, 1996
[NEWCO L.L.C.]
By:
By:
-36-
10082.0000 428792.1
<PAGE>
EXHIBIT D (TABLE OF FEES FOR ALL FUNDS ADVISED BY THE ADVISOR)
-37-
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR" EACH PROPOSAL
AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE IN THE ENCLOSED
ENVELOPE.
THE TREASURER'S FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS - DECEMBER 23, 1996
THE UNDERSIGNED SHAREHOLDER OF THE TREASURER'S FUND, INC.,
(THE "CORPORATION") HEREBY APPOINTS __________________ AND _______________, AND
EACH OF THEM, AS ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF
SUBSTITUTION, TO VOTE ALL OF THE SHARES OF COMMON STOCK OF THE CORPORATION
STANDING IN THE NAME OF THE UNDERSIGNED AT THE CLOSE OF BUSINESS ON NOVEMBER 29,
1996 AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT THE
OFFICES OF THE CORPORATION AT 19 OLD KINGS HIGHWAY SOUTH, DARIEN, CT 06820 AT
9:00 A.M. ON DECEMBER 23, 1996 AND AT ALL ADJOURNMENTS THEREOF, WITH ALL OF THE
POWERS THE UNDERSIGNED WOULD POSSESS IF THEN AND THERE PERSONALLY PRESENT AND
ESPECIALLY (BUT WITHOUT LIMITING THE GENERAL AUTHORIZATION AND POWER THEREBY
GIVEN) TO VOTE AS INDICATED ON THE PROPOSAL. AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT FOR THE MEETING, AND VOTE AND ACT ON ANY OTHER MATTER WHICH MAY
PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED "FOR" THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ KEEP THIS PORTION FOR YOUR RECORDS
- - ----------------------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
THE TREASURER'S FUND, INC.
VOTE ON PROPOSALS
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
/ / / / / / I. TO APPROVE OR DISAPPROVE A NEW ADVISORY AGREEMENT
II. ELECT THE FOLLOWING NOMINEES FOR DIRECTORS
/ / / / / / 1. Thomas E. O'Connor
2. Felix J. Christiana
/ / / / / / 3. Mary E. Hauck
/ / / / / / 4. Robert C. Kolodny, M.D.
/ / / / / / 5. Anthony R. Pustorino
/ / / / / / 6. Gary L. Roubos
/ / / / / / 7. William A. Merritt, Jr.
/ / / / / / 8. Anthony Van Ekriss
/ / / / / / 9. Carl Ottopole
/ / / / / / III. TO RATIFY OR REJECT THE SELECTION
OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS OF THE CORPORATION FOR
ITS FISCAL YEAR ENDING 10/31/97
------------------------------- ---------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
</TABLE>
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.
C/M: 11536.0001 428573.1
22
<PAGE>
