Rule 497(e)
Registration No. 33-17604
THE TREASURER'S FUND, INC. 19 OLD KINGS HIGHWAY SOUTH
(the "Fund") DARIEN, CT 06820-4526
(1-800-877-3863)
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Supplement to Prospectus and Statement of Additional Information
dated March 1, 1997
Gabelli-O'Connor Fixed Income Mutual Funds Management Co., the Fund's investment
advisor (the "Advisor"), is currently owned in partnership with Thomas E.
O'Connor & Co. L.P. ("TOC & Co. L.P."), a Delaware limited partnership and the
owner of a 50% general partnership interest, and Gabelli Funds, Inc.
("Gabelli"), a New York corporation currently owning the remaining 50% general
partnership interest in the Advisor. TOC & Co. L.P. and Gabelli have entered
into a purchase agreement pursuant to which Gabelli will purchase substantially
all of TOC & Co. L.P.'s 50% partnership interest in the Advisor (the
"Acquisition"). In addition, the terms of the purchase 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. The
Advisor and its affiliated company will merge into a newly created Delaware
limited liability company, Gabelli Fixed Income L.L.C., which will be the
successor registered investment advisor to the Fund. Upon the consummation of
the Acquisition, Gabelli Fixed Income, Inc., a wholly owned subsidiary of
Gabelli, will hold 81% of the interests in such entity and the remaining 19%
interest, will be owned by senior officers of the Advisor.
If consummated, this transaction will technically result in a change in control
of the Advisor. Under the Investment Company Act of 1940, as amended (the "1940
Act"), such a change in control will result in an "assignment" of the Advisory
Agreements with the Advisor, thereby causing the automatic termination of these
Agreements. Therefore, as a condition to the closing of the Acquisition, the
shareholders of each of the Portfolios of the Fund will be asked to approve a
new Advisory Agreement with Gabelli Fixed Income L.L.C.
The Advisor has indicated that the change in control of the Advisor will have no
immediate impact upon the Advisor's performance of its responsibilities and
obligations.
The Nominating Committee of the Fund has proposed the following persons to serve
as directors of the Fund subject to their election at the special meeting of
shareholders:
Anthony J. Colavita Felix J. Christiana
Richard N. Daniel Mary E. Hauck
Mario J. Gabelli Robert C. Kolodny, M.D.
Karl Otto Pohl William A. Merritt, Jr.
Werner J. Roeder, M.D. Thomas E. O'Connor
Anthonie C. van Ekris Anthony R. Pustorino
Gary L. Roubos
The Board of Directors of the Fund approved the following actions to take effect
upon the closing of the Acquisition:
1. The Board of Directors has approved, as to each Portfolio, a
new Advisory Agreement with Gabelli Fixed Income L.L.C. The
new Advisory Agreement, as to each Portfolio, contains the
identical terms and conditions governing the Advisor's
investment management responsibilities as the respective
Portfolio's current Advisory Agreement
C/M: 10112.0000 449034.2
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with the Advisor except for (i) the dates of execution and
termination, (ii) the name of the Advisor and (iii) the
classification of the Advisor as a limited liability
corporation. These agreements are subject to the affirmative
approval of the shareholders of the Fund.
2. The Board of Directors has approved, as to each Portfolio, a
new Administrative Services Agreement with Gabelli. Gabelli
will subcontract with the current Administrator, BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services, for
the performance of the operational components of the
Portfolios' administration. The responsibilities and fees paid
under the new Administrative Services Agreement are identical
to the responsibilities and fees paid under the current
administration agreement.
3. The Board of Directors has approved, as to each Portfolio, a
new Distribution Agreement with Gabelli Fixed Income
Distributors, Inc. to succeed GOC Fund Distributors, Inc. The
new Distribution Agreement, as to each applicable Portfolio,
contains the identical terms and conditions governing the
Distributor's responsibilities as the respective Portfolio's
current Distribution Agreement except for (i) the dates of
execution and termination and (ii) the identity of the new
Distributor.
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C/M: 10112.0000 449034.2
