TREASURERS FUND INC /MD/
497, 2000-03-10
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                           The Treasurer's Fund, Inc.

                             Limited Term Portfolio
                        Tax Exempt Limited Term Portfolio

                                   PROSPECTUS
                                  March 1, 2000

===============================================================================
The  Securities  and Exchange  Commission  has not approved or  disapproved  the
shares  described in this  prospectus or determined  whether this  prospectus is
accurate or complete.  Any representation to the contrary is a criminal offense.
==============================================================================

                           THE TREASURER'S FUND, INC.

                             Limited Term Portfolio
                        Tax Exempt Limited Term Portfolio
                              One Corporate Center
                            Rye, New York 10580-1434
                         1-800-GABELLI [1-800-422-3554]
                               fax: 1-914-921-5118
                             http://www.gabelli.com
                            e-mail: [email protected]
                         (Current Net Asset Value and yield  information may
                               be obtained by calling 1-800-GABELLI after
                                   6:00 P.M.)


                              Table of Contents

                              Introduction      2
                              Investment and Performance Summary  2-5
                              Additional Investment and
                              Risk Information 5-9
                              Management of the Portfolios        9
                              Purchase of Shares           10
                              Redemption of Shares         11
                              Exchange of Shares           13
                              Pricing of Portfolio Shares  14
                              Dividends and Distributions  14
                              Tax Information              14
                              Financial Highlights                14

                                   Questions?
                               Call 1-800-GABELLI
                          or your financial consultant.

                                  INTRODUCTION

The  Treasurer's  Fund,  Inc. (the "Fund") is a mutual fund designed to meet the
distinctive cash management  objectives of treasurers and financial  officers of
corporations and other  institutions and individuals.  The Fund currently offers
five  separate  investment  portfolios,  two of  which  are  described  by  this
Prospectus.  This Prospectus  relates only to the Limited Term Portfolio and Tax
Exempt  Limited  Term  Portfolio  (each  a  "Portfolio"  and  collectively,  the
"Portfolios")  of the Fund.  The  Portfolios are advised by Gabelli Fixed Income
LLC (the "Advisor").  Each Portfolio's  investment  objective is fundamental and
may be changed only with the approval of a majority of the outstanding shares of
the Portfolio.

                       INVESTMENT AND PERFORMANCE SUMMARY

                             LIMITED TERM PORTFOLIO

Investment Objective:

The Portfolio's investment objective is to maximize current income with moderate
risk of capital.

Principal Investment Strategies:

The Portfolio invests primarily in domestic and foreign corporate and government
debt  obligations,  including U.S.  Government  obligations,  bank  obligations,
commercial  paper and other short term corporate  obligations  that are rated no
less than Aa by Moody's Investor Services,  Inc. ("Moody's") or AA by Standard &
Poor's Corporation  ("S&P"), or the equivalent.  The Portfolio invests primarily
in  securities  having a maximum  weighted  average  maturity of two years and a
maximum  maturity of three years  (three years and sixty days for new issues) at
the time of investment.

Principal Risks:

As  the  value  of  the  Portfolio's  investments  will  fluctuate  with  market
conditions,  so will the value of your investment in the Portfolio. The value of
the Portfolio's  fixed rate securities varies inversely with interest rates, the
amount of outstanding  debt of an issuer and other factors.  This means that the
value of the Portfolio's  investment  generally increases as interest rates fall
and  decreases as interest  rates rise. It is also possible that the issuer of a
security will not be able to make interest and principal  payments when due. You
could lose money on your  investment in the  Portfolio,  or the Portfolio  could
underperform   other   investments.   Some  of  the  Portfolio's   holdings  may
underperform  its other  holdings.  There is no guarantee that the Portfolio can
achieve its investment objective.

You May Want to Invest in the Portfolio if:

          you are looking to add a monthly income component to your portfolio
          you are willing to accept the risk of price and dividend fluctuations

You May Not Want to Invest in the Portfolio if:

          you are using emergency reserves for investment
          you are seeking safety of principal


                        TAX EXEMPT LIMITED TERM PORTFOLIO

Investment objective:

The  Portfolio's  objective is to maximize  current  income  exempt from federal
income tax consistent with moderate risk of capital.




Principal Investment Strategies:

The Portfolio invests primarily in undervalued  municipal debt obligations which
are exempt from federal  income tax and have a maximum dollar  weighted  average
maturity  of three  years and a maximum  maturity  of five years (five years and
sixty days for new issues) at the time of investment.  The Portfolio  invests in
debt securities  rated no less than A by Moody's or S&P, or the equivalent,  and
in short term municipal  obligations rated no less than VMIG-2 by Moody's,  SP-2
by S&P or the equivalent.

Principal Risks:

As  the  value  of  the  Portfolio's  investments  will  fluctuate  with  market
conditions,  so will the value of your  investment  in the  Portfolio.  Interest
rates on fixed rate investments fluctuate in response to economic factors. Rates
on the Portfolio's  investments may vary,  rising or falling with interest rates
generally.  The  value  of the  Portfolio's  securities  varies  inversely  with
interest  rates,  the amount of outstanding  debt and other factors.  This means
that the value of the Portfolio's  investments  generally  increases as interest
rates  fall and  decreases  as  interest  rates  rise.  Interest  income  of the
Portfolio  will not be exempt from  federal  income tax with  respect to taxable
obligations,  including  any  municipal  obligations  that the Internal  Revenue
Service  ("IRS")  has  successfully  asserted  are not tax  exempt  obligations.
Special factors may negatively affect the value of municipal  securities and, as
a result,  the  Portfolio's  share price.  These  factors  include  political or
legislative  changes  and  uncertainties  relating  to  the  tax  status  of the
securities or the rights of investors in the securities.  The value of municipal
securities  in the  Portfolio  can  also  be  affected  by  market  reaction  to
legislative  consideration  of various tax reform  proposals.  There is also the
risk that issuers will prepay fixed rate  obligations  when interest rates fall,
forcing the Portfolio to reinvest in obligations  with lower interest rates than
the original obligations.

You could lose money on your  investment in the Portfolio or the Portfolio could
underperform   other   investments.   Some  of  the  Portfolio's   holdings  may
underperform  its other  holdings.  There is no guarantee that the Portfolio can
achieve its investment objective.

You May Want to Invest in the Portfolio if:

          you are looking to add a monthly income component to your portfolio
          you are willing to accept the risks of price and dividend fluctuations
          you are willing to accept lower potential returns in exchange for
          income that is exempt from federal
          income tax

You May Not Want to Invest in the Portfolio if:

          you are using emergency reserves for investment
          you will not benefit from income that is exempt from federal income
          tax

Performance:

Since the Portfolios were not operational  before this offering,  no performance
bar chart or table has been presented.

Fees and Expenses of the Portfolios:

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.





                                                                   Tax Exempt
                                                 Limited Term      Limited Term
                                                 Portfolio         Portfolio

Shareholder Fees:                                    None              None
(fees paid directly from your investment) *

Annual Portfolio  Operating  Expenses (expenses that are deducted from Portfolio
assets):

Management Fees                                      .45%              .45%

Distribution (12b-1) Expenses                        none              none
Other Expenses**                                     .30%              .30%
                                                     ----              ----

Total Annual Portfolio Operating Expenses            .75%              .75%
                                                     ====              ====
- ------------------------

* There are no sales charges for  purchasing or redeeming  Portfolio  shares nor
fees to exchange to another Portfolio.
**  Other Expenses are based on estimated amounts for the current fiscal year.

Expense Example:

This  example is intended to help you compare the cost of investing in shares of
the  Portfolios  with the cost of investing in other mutual  Funds.  The example
assumes  that (1) you invest  $10,000  in the  Portfolios  for the time  periods
shown,  (2) you  redeem  your  shares  at the end of  those  periods,  (3)  your
investment has a 5% return each year and (4) the Portfolios'  operating expenses
remain the same. Although your actual costs may be higher or lower, based on the
assumptions your costs would be:

                                            1 Year           3 Years
                                            ------           -------

Limited Term                                $102             $318
Portfolio

Tax Exempt Limited Term                     $102             $318
Portfolio

                   ADDITIONAL INVESTMENT AND RISK INFORMATION

Purchases  and  sales are made for the  Portfolios  whenever  necessary,  in the
Advisor's  opinion,  to meet the  Portfolios'  objectives.  This is  expected to
result in a maximum average annual  Portfolio  turnover rate of not greater than
200%. A higher  Portfolio  turnover rate involves greater  transaction  expenses
which must be borne  directly by the Portfolios  (and thus,  indirectly by their
shareholders) and affect the Portfolios'  performance.  In addition, a high rate
of  portfolios  turnover  may  result in the  realization  of larger  amounts of
short-term   capital  gains  which,   when   distributed   to  the   Portfolios'
shareholders, are taxable to them.

                             LIMITED TERM PORTFOLIO

The Limited Term Portfolio will invest primarily in:
o  U.S. Government obligations
o  bank obligations, including:
   o certificates of deposit
   o bankers' acceptances
   o other  obligations  issued or  guaranteed  by the 50  largest  banks in the
     United  States.  (For this purpose,  banks are ranked by total  deposits as
     shown in their most recent audited financial statements).
o  commercial paper
o  other short term corporate obligations including:
   o corporate bonds
   o variable amount master demand notes
   o participations in corporate loans

For a further  description of the obligations in which the Portfolio may invest,
including the liquidity of  participation  in corporate  loans, see "Investments
and Investment  Techniques Common to Two or More Portfolios" in the Statement of
Additional  Information.  The Portfolio  will consist only of securities  with a
maximum dollar weighted  average maturity of two years and a maximum maturity of
three  years  (three  years  and  sixty  days  for new  issues)  at the  time of
investment;  however, securities with effective maturities in excess of one year
will only be purchased from domestic issuers.

The  Portfolio  seeks to  maintain a current  yield  that is  greater  than that
obtainable from a portfolio of high quality money market  obligations.  However,
the Portfolio  also has a greater level of risk than a money market fund because
it is more  volatile.  The  Portfolio  seeks to  increase  returns  by  actively
managing securities in the short term and intermediate term ranges.  However, it
seeks to minimize  market risk by employing a "laddered"  portfolio  approach as
opposed  to a  market  timing  approach.  The  laddered  approach  to  portfolio
management  involves the maintenance of securities  positions of varying amounts
staggered at appropriate  points along the fixed income yield curve in an effort
to maximize income and to minimize  interest rate risk. As fixed rate securities
with  longer  maturities  generally  have  higher  interest  rates,  a portfolio
designed  with a series of periodic  maturities  can  generally  produce  higher
yields at the horizon of its maturity restriction, balanced by the interest rate
protection provided by shorter, more quickly maturing securities.

In addition,  the Portfolio  seeks  investment  in securities  which the Advisor
believes to be undervalued and, therefore,  have capital appreciation potential.
Any  realized  capital  gains as well as  interest  income,  will be  subject to
federal income taxes. See "Management Strategies" in the Statement of Additional
Information.

From time to time, the assets of the Portfolio may be substantially  invested in
short term  obligations  in order to attempt  to reduce  the  volatility  of the
Portfolio,  moderate  market  risk,  and minimize  fluctuation  in its net asset
value.  Short term  obligations  may also be  purchased  pending  investment  of
proceeds of sales of Portfolio  shares or Portfolio  securities,  or to maintain
liquidity to meet anticipated redemptions.

The  Portfolio's  rated debt securities must be rated Aa or higher by Moody's or
AA or higher by S&P, or the  equivalent.  Rated domestic and foreign  commercial
paper must be rated  Prime-1 by  Moody's  or A-1 by S&P or the  equivalent.  The
Portfolio may also invest in unrated securities if, in the opinion of the Fund's
Board of  Directors,  such  securities  are of  comparable  quality to the rated
securities in which the Portfolio may invest.  These standards must be satisfied
at the time an  investment  is made.  If the  quality  of the  investment  later
declines,  the Portfolio may continue to hold the  investment.  However,  if the
Portfolio holds any variable rate demand  investments with stated  maturities in
excess of one year, such  investments must maintain their high quality rating or
must be sold from the Portfolio.

The Portfolio will only purchase high quality debt instruments, with varying and
longer maturities than a money market portfolio. Because interest rates on fixed
rate  investments  fluctuate  in  response  to  economic  factors,  rates on the
Portfolio's  investments  may  vary,  rising  or  falling  with  interest  rates
generally.  The  value  of the  Portfolio's  securities  varies  inversely  with
interest  rates,  the amount of outstanding  debt and other factors.  This means
that the value of the Portfolio's  investments  generally  increases as interest
rates fall and decreases as interest rates rise.

To the extent that the  Portfolio  is invested  in foreign  securities,  such as
Eurodollar  certificates,  it may be subject to some  foreign  investment  risk.
Eurodollar  certificates  of deposit  may not be subject to the same  regulatory
requirements as certificates  issued by U.S. banks, and associated income may be
subject to the  imposition of foreign taxes.  For a more detailed  discussion of
quality requirements applicable to certificates of deposit, bankers' acceptances
and other bank obligations, see "Investments and Investment Techniques Common to
Two or More Portfolios" in the Statement of Additional Information.


                        TAX EXEMPT LIMITED TERM PORTFOLIO

The  Portfolio  intends to invest  all of its assets in tax exempt  obligations;
however,  it  reserves  the right to invest up to 20% of its  assets in  taxable
obligations (including securities the interest income on which may be subject to
alternative  minimum tax).  The Portfolio  will invest in tax exempt  securities
whose  interest,  in the  opinion of bond  counsel at the date of  issuance,  is
exempt from regular federal income tax. Such tax exempt obligations  consist of:
o municipal bonds o municipal notes o municipal leases

Any market  discount or capital  gains will be subject to federal  income taxes.
Interest on these securities may be subject to state and local income taxes.

The Portfolio  will consist only of securities  with a maximum  dollar  weighted
average maturity of three years and a maximum maturity of five years (five years
and sixty days for new issues) at the time of investment.

The  Portfolio  seeks to  maintain a current  yield  that is  greater  than that
obtainable  from a portfolio of short term, high quality tax exempt money market
obligations.  The  Portfolio  seeks to  increase  returns by  actively  managing
securities in the short term and intermediate term ranges.  However, it seeks to
minimize market risk by employing a "laddered"  portfolio approach as opposed to
a market timing approach. The laddered approach to portfolio management involves
the  maintenance  of  securities  positions  of  varying  amounts  staggered  at
appropriate  points  along the fixed income yield curve in an effort to maximize
income and to minimize  interest rate risk. As fixed rate securities with longer
maturities  generally have higher  interest  rates, a portfolio  designed with a
series of periodic maturities can generally produce higher yields at the horizon
of its maturity  restriction,  balanced by the interest rate protection provided
by shorter, more quickly maturing securities.  In addition,  the Portfolio seeks
investments  in securities  which the Advisor  believes to be  undervalued  and,
therefore, have capital appreciation potential.

From time to time, the assets of the Portfolio may be substantially  invested in
short term municipal obligations in order to attempt to reduce the volatility of
the Portfolio,  moderate market risk, and minimize  fluctuation in its net asset
value.  Short term  obligations  may also be  purchased  pending  investment  of
proceeds of sales of Portfolio  shares or Portfolio  securities,  or to maintain
liquidity to meet anticipated redemptions.

The Portfolio's  rated debt securities must be rated A or higher by Moody's or A
or higher by S&P, or the equivalent.  Rated short term municipal securities must
be rated MIG-2,  VMIG-2, P-2 or higher by Moody's or SP-2, A-2 or higher by S&P,
or the  equivalent.  The Portfolio may also invest in unrated  securities if, in
the opinion of the Fund's Board of Directors,  such securities are of comparable
quality  to the  rated  securities  in which the  Portfolio  may  invest.  These
standards must be satisfied at the time an investment is made. If the quality of
the  investment  later  declines,   the  Portfolio  may  continue  to  hold  the
investment. However, if the Portfolio holds any variable rate demand investments
with stated  maturities in excess of one year,  such  investments  must maintain
their high quality rating or must be sold from the Portfolio.

The Portfolio may purchase  municipal  obligations  on a when-issued  or delayed
delivery  basis and may purchase  municipal  obligations  with puts and stand-by
commitments.  The  Advisor  currently  does  not  anticipate  entering  into any
transaction which would result in income subject to federal income tax. However,
the  Portfolio  may invest up to 20% of the value of its total assets in taxable
securities  (including securities the interest income on which may be subject to
alternative minimum tax) in certain circumstances, including hedging instruments
and  repurchase  and reverse  repurchase  agreements  with  member  banks of the
Federal  Reserve  System and with  broker-dealers  who are recognized as primary
dealers in U.S.  government  securities by the Federal Reserve Bank of New York.
The  Portfolio  may also lend its  securities.  Income from taxable  securities,
repurchase  and reverse  repurchase  agreements  and  portfolio  lending will be
subject to income taxation.  The Portfolio may purchase certain privately placed
securities.

The Portfolio  may also  purchase  zero coupon  bonds.  Zero coupon bonds do not
provide  for the  payment of any  current  interest  and  provide for payment at
maturity at par value unless  sooner sold or redeemed.  The market value of zero
coupon bonds is subject to greater fluctuations than coupon bonds in response to
changes in  interest  rates.  For a  discussion  of the tax  consequences  of an
investment  in zero coupon  bonds,  see "Taxes" in the  Statement of  Additional
Information.

The Portfolio will invest in high quality tax exempt municipal debt obligations,
with  varying  and longer  maturities  than a money  market  portfolio.  Because
interest  rates on fixed rate  investments  fluctuate  in  response  to economic
factors,  rates on the Portfolio's  investments may vary, rising or falling with
interest  rates  generally.  The  value  of the  Portfolio's  securities  varies
inversely with interest rates, the amount of outstanding debt and other factors.
This means that the value of the Portfolio's  investments generally increases as
interest rates fall and decreases as interest rates rise.

Interest income of the Portfolio will not be exempt from Federal income tax with
respect to the following:

          taxable obligations

          municipal obligations that the IRS has successfully asserted are not
          tax exempt obligations

Payment  of  interest  and  preservation  of  capital  are  dependent  upon  the
continuing  ability of issuers and/or obligors of municipal and public authority
debt  obligations  to  meet  their  payment  obligations.  Special  factors  may
negatively  affect the value of  municipal  securities,  and,  as a result,  the
Portfolio's share price. These factors include political or legislative  changes
and uncertainties  relating to the tax status of the securities or the rights of
investors in the securities.  The value of municipal securities in the Portfolio
can also be affected by market reaction to legislative  consideration of various
tax reform proposals. See "Management Strategies" in the statement of Additional
Information.  There  is also  the risk  that  issuers  will  prepay  fixed  rate
obligations  when  interest  rates fall,  forcing the  Portfolio to re-invest in
obligations  with lower  interest  rates than the  original  obligations.  For a
detailed discussion of the quality  requirements  applicable to municipal bonds,
municipal leases and other municipal obligations, see "Investment and Investment
Techniques  Common to Two or More  Portfolios"  in the  Statement of  Additional
Information.


                          MANAGEMENT OF THE PORTFOLIOS

The Advisor.  The Advisor,  located at One Corporate Center, Rye, NY 10580, is a
Delaware  limited  liability  company  organized  in 1997  and is the  successor
company to  Gabelli-O'Connor  Fixed Income Mutual Fund  Management Co. formed in
1987. The Advisor makes investment decisions for the Portfolios and continuously
reviews and administers the Portfolios' investment program under the supervision
of the Fund's Board of Directors.

As compensation  for its services and the related expenses it bears, the Advisor
will receive a fee equal to .30% of the value of the  Portfolios'  average daily
net assets. 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 Portfolio shares.

Portfolio Managers. Through its portfolio management team, the Advisor makes the
day-to-day  investment  decisions  and  continuously  reviews,   supervises  and
administers the Portfolios' investment programs.

Distribution  Arrangements.  The Portfolios have each adopted a distribution and
service plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act, as amended.
Rule  12b-1  provides  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 Rule 12b-1.  There are no fees or expenses  chargeable to the
Portfolios  under the Plans and the Fund's  Board of  Directors  has adopted the
Plans  in case  certain  expenses  of the  Portfolios  might  be  considered  to
constitute  indirect  payment by the Portfolios of distribution  expenses.  If a
payment  of  advisory  fees by the Fund to the  Advisor  should  be deemed to be
indirect financing by the Fund of the distribution of its shares,  such payments
are authorized by the Plans.

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,  to pay
promotional and administrative expenses in connection with the offer and sale of
shares of the Portfolios,  including payments to participating organizations for
performing  shareholder servicing and related  administrative  functions and for
providing assistance in distributing the Fund'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 Fund
is  required  to pay to the  Advisor  for any  fiscal  year  under the  Advisory
Agreement in effect for the year.


                               PURCHASE OF SHARES

You can purchase the  Portfolios'  shares on any day the New York Stock Exchange
("NYSE") is open for trading (a "Business Day"). You may purchase shares through
Gabelli &  Company,  Inc.  (the  "Distributor"),  directly  from the  Portfolios
through  the  Portfolios'  transfer  agent or  through  organizations  that have
special  arrangements  with  the  Portfolio   ("Participating   Organizations").
Participating Organizations may charge additional fees and may require higher or
lower  minimum  investments  or impose other  limitations  on buying and selling
shares.

          By Mail or In Person.  You may open an account by mailing a  completed
         subscription  order  form with a check or money  order  payable to "The
         Treasurer's Fund, Inc." to:

         By Mail                                     By Personal Delivery
         The Treasurer's Fund, Inc.         The Treasurer's Fund, Inc.
         P.O. Box 8308                               c/o BFDS
         Boston, MA 02266-8308                       66 Brooks Drive
                                                     Braintree, MA 02184

         You can  obtain a  subscription  order  form by  calling  1-800-GABELLI
         (1-800-422-3554).  Checks made payable to a third party and endorsed by
         the depositor are not acceptable.  For additional  investments,  send a
         check to the above  address  with a note  stating  your  exact name and
         account number, and the name of the Portfolio(s) you wish to purchase.

By Bank Wire. To open an account using the bank wire system, first telephone the
Fund at  1-800-GABELLI  (1-800-422-3554)  to obtain a new account  number.  Then
instruct a Federal Reserve System member bank to wire funds to:

                       State Street Bank and Trust Company
                      225 Franklin Street, Boston, MA 02110
                                ABA #011-0000-28
                         Re: The Treasurer's Fund, Inc.
                                REF DDA #99046187
                              Re: Name of Portfolio
                               Account #__________
                         Account of [Registered Owners]


         If you are making an initial  purchase,  you should also  complete  and
         mail a  subscription  order form to the address  shown under "By Mail."
         Note that banks may charge fees for wiring funds, although State Street
         Bank  and  Trust  Company  ("State  Street")  will not  charge  you for
         receiving wire transfers.

Through a  Participating  Organization.  You may purchase  shares through from a
Participating  Organization.  The  Participating  Organization  will  transmit a
purchase  order  and  payment  to State  Street  on your  behalf.  Participating
Organizations  may send you  confirmations  of your  transactions  and  periodic
account statements showing your investments in the Fund.

Share  Price.  The  Portfolios  sell  their  shares at the net asset  value next
determined  after the Fund receives your completed  subscription  order form and
your  payment  in  Federal  funds.  See  "Pricing  of  Portfolio  Shares"  for a
description of the calculation of net asset value.

Minimum Investments.  Your minimum initial investment must be at least $100,000.
See  "Retirement  Plans"  and  "Automatic  Investment  Plan"  regarding  minimum
investment  amounts applicable to such plans. There is no minimum for subsequent
investments.  Participating  Organizations may have different minimum investment
requirements.

Retirement  Plans.  The minimum initial  investments for all retirement plans is
$1,000. There is no minimum for subsequent investments. Investors with IRA plans
and  self-employed  investors  may  purchase  shares of the  Portfolios  through
tax-deductible  contributions  to their existing IRA account or their retirement
plans for self-employed  persons, known as "Keogh" or "H.R. 10" plans. Portfolio
shares may also be a suitable investment for other types of qualified pension or
profit-sharing   plans  which  are  employer   sponsored,   including   deferred
compensation  or salary  reduction  plans  known as  "401(k)  Plans"  which give
participants the right to defer portions of their compensation for investment on
a tax-deferred basis until distributions are made from the plans.

Automatic  Investment Plan. The Portfolios offer an automatic monthly investment
plan.  There is no minimum  monthly  investment  for  accounts  establishing  an
automatic investment plan. Call 1-800-GABELLI  (1-800-422-3554) for more details
about the plan.

Telephone  Investment Plan. You may purchase additional shares of the Portfolios
by telephone if your bank is a member of the  Automated  Clearing  House ("ACH")
system. You must also have a completed,  approved Investment Plan application on
file  with  the  Fund's  transfer  agent.  There is a  minimum  of $100 for each
telephone  investment.  To initiate an ACH Purchase,  please call  1-800-GABELLI
(1-800-422-3554) or 1-800-872-5365.

General. The Fund will not issue share certificates. The Fund reserves the right
to (i) reject any purchase order if, in the opinion of the Fund's management, it
is in the Fund's best  interest to do so and (ii) suspend the offering of shares
for any period of time.


                              REDEMPTION OF SHARES

You can redeem shares of the Portfolios on any Business Day without a redemption
fee. The Portfolios may temporarily stop redeeming their shares when the NYSE is
closed or trading on the NYSE is  restricted,  when an emergency  exists and the
Portfolios  cannot sell their shares or accurately  determine the value of their
assets,  or if  the  Securities  and  Exchange  Commission  ("SEC")  orders  the
Portfolios to suspend redemptions.

The Portfolios  redeem their shares at the net asset value next determined after
the  Portfolios  receive  your  redemption  request.  See  "Pricing of Portfolio
Shares" for a description of the calculation of net asset value.

You may redeem shares  through the  Distributor,  directly from the Fund through
its transfer agent, or through Participating Organizations.

          By Letter.  You may mail a letter requesting  redemption of shares to:
         The  Treasurer's  Fund.,  P.O. Box 8308,  Boston,  MA 02266-8308.  Your
         letter should state the name of the Portfolio(s),  the dollar amount or
         number of shares you are  redeeming and your account  number.  You must
         sign the letter in exactly the same way the account is registered,  and
         if there is more than one owner of shares,  all must sign.  A signature
         guarantee is required for each signature on your redemption letter. You
         can obtain a signature  guarantee from financial  institutions  such as
         commercial banks, brokers,  dealers and savings associations.  A notary
         public cannot provide a signature guarantee.

          By  Telephone.  You may  redeem  your  shares  in a direct  registered
         account   by   calling   either    1-800-422-3554   or   1-800-872-5365
         (617-328-5000  from  outside the United  States),  subject to a $25,000
         limitation. You may not redeem shares held through an IRA by telephone.
         If State Street  properly  acts on telephone  instructions  and follows
         reasonable  procedures to protect  against  unauthorized  transactions,
         neither  State Street nor the Fund will be  responsible  for any losses
         due  to  telephone  transactions.   You  may  be  responsible  for  any
         fraudulent  telephone  order in your account as long as State Street or
         the Fund takes reasonable measures to verify the order. You may request
         that redemption proceeds be mailed to you by check (if your address has
         not  changed  in the prior 30 days),  forwarded  to you by bank wire or
         invested in another mutual fund advised by the Advisor (see  "Exchanges
         of Shares" below).

         1.       Telephone  Redemption  By Check.  The Fund  will  make  checks
                  payable  to the name in which the  account is  registered  and
                  normally  will mail the check to the address of record  within
                  seven days.

         2.       Telephone  Redemption  By  Wire.  The Fund  accepts  telephone
                  requests for wire  redemption  in amounts of at least  $1,000.
                  The Fund will send a wire to either a bank  designated on your
                  subscription  order  form  or on a  subsequent  letter  with a
                  guaranteed  signature.  The proceeds are normally wired on the
                  next Business Day.

          Through a Participating Organization.  You may redeem shares through a
         Participating  Organization  which will transmit a redemption  order to
         State  Street on your  behalf.  A redemption  request  received  from a
         Participating Organization will be effected at the net asset value next
         determined after State Street receives the request.

Through the Automatic Cash Withdrawal Plan. You may automatically  redeem shares
on a  monthly,  quarterly  or  annual  basis.  Please  call the  Distributor  at
1-800-GABELLI (1-800-422-3554) for more information.

Involuntary  Redemption.  The Fund may redeem all shares in your account  (other
than  an IRA  account)  if  their  value  falls  below  $1,000  as a  result  of
redemptions  (but not as a result of a decline in net asset value).  You will be
notified in writing and allowed 30 days to increase  the value of your shares to
at least $1,000.

Redemption Proceeds.  If you request redemption proceeds by check, the Fund will
normally  mail the  check to you  within  seven  days  after  it  receives  your
redemption request. If you purchased your Portfolio shares by check, you may not
receive proceeds from your redemptions until the check clears, which may take up
to 15 days  following  purchase.  While  the  Fund  will  delay  processing  the
redemption  until  the  check  clears,  your  shares  will be valued at the next
determined net asset value after receipt of your redemption request.


                               EXCHANGE OF SHARES

You may exchange your shares in one Portfolio for shares of another Portfolio of
the Fund or for shares of any other  open-end fund managed by the Advisor or its
affiliates,  offered  for sale in your  state,  based on  their  relative  asset
values. The Fund also offers an automatic monthly exchange privilege.  To obtain
a list of the funds whose shares you may acquire through  exchange or details on
the automatic monthly exchange privilege call 1-800-GABELLI (1-800-422-3554).

         In effecting an exchange:
                   you must meet the minimum purchase  requirements for the fund
                  whose shares you purchase through exchange.

                   if you are  exchanging  into  shares  of a fund  with a sales
                  charge, you must pay the sales charge at the time of exchange.

                   you may realize a taxable gain or loss.

                   you should read the  prospectus  of the fund whose shares you
                  are purchasing (call 1-800-GABELLI  (1-800-422-3554) to obtain
                  the prospectus).

         You  may  exchange   shares  by   telephone,   by  mail  or  through  a
Participating Organization.

Exchanges  by  Telephone.  You may give  exchange  instructions  by telephone by
calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares by telephone
if you hold share certificates.

Exchanges  by  Mail.  You may send a  written  request  for  exchanges  to:  The
Treasurer's Fund, Inc., P.O. Box 8308,  Boston, MA 02266-8308.  State your name,
your account number,  the dollar value or number of shares you wish to exchange,
the name and class of the Portfolio  whose shares you wish to exchange,  and the
name of the Portfolio whose shares you wish to acquire.

Exchanges through the Internet.  You may also give exchange instructions via the
Internet at www.gabelli.com.

  We may modify or  terminate  the exchange  privilege at any time.  You will be
  given notice 60 days prior to any material change in the exchange privilege.


                           PRICING OF PORTFOLIO SHARES

The  Portfolios'  net asset value per share is  calculated on each Business Day.
The NYSE is  currently  scheduled  to be closed on New Year's  Day,  Dr.  Martin
Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day,  Thanksgiving  Day and Christmas Day and on the preceding Friday
or subsequent Monday when a holiday falls on a Saturday or Sunday, respectively.

Each  Portfolio's  net asset  value is  determined  as of the  close of  regular
trading on the NYSE,  normally  4:00 p.m.,  Eastern  Time,  and is  computed  by
dividing  the  value  of the  Portfolio's  net  assets  (i.e.  the  value of its
securities and other assets less its liabilities,  including expenses payable or
accrued but  excluding  capital  stock and  surplus) by the total  number of its
shares  outstanding  at the  time the  determination  is  made.  The  Portfolios
generally use market quotations in valuing their portfolio securities. If market
quotations are not  available,  prices will be based on fair value as determined
by the Directors.

                           DIVIDENDS AND DISTRIBUTIONS

Dividends of net investment  income for each Portfolio will be declared daily on
each Business Day and paid monthly,  and  distributions of capital gains for the
Portfolios,  if any, will be paid annually. All dividends and distributions will
be  automatically  reinvested  for your account at net asset value in additional
shares of the  Portfolio(s)  unless  you  request  otherwise.  If you elect cash
distributions,  notify the Fund at The  Treasurer's  Fund,  Inc., P.O. Box 8308,
Boston, MA 02266-8308 or by telephone at 1-800-422-3554.

                                 TAX INFORMATION

The Portfolios  expect that their  distributions  will consist  primarily of net
investment  income or, if any,  short-term  and long-term  capital  gains.  With
respect to the Limited Term Portfolio,  dividends (including  distributions from
net  investment  income and  short-term  capital  gains) are taxable as ordinary
income and  distribution  of long-term  capital  gains.  With respect to the Tax
Exempt Portfolio,  distributions of tax exempt income are not subject to regular
federal  income tax,  but may be subject to the  alternative  minimum  tax,  and
distributions of interest on taxable obligations, as well as any market discount
or net short-term capital gains, are taxable as ordinary income. Distribution of
long-term capital gains, if any, will be taxable at different rates depending on
the length of time the Portfolio  holds its assets.  Depending on your residence
for tax  purposes,  distributions  also may be subject to state and local taxes,
including withholding taxes. Dividends and distributions are treated in the same
manner for federal  income tax  purposes  whether you receive them in cash or in
additional  shares.  Foreign  shareholders  generally will be subject to federal
withholding tax.

This summary of tax consequences is intended for general  information  only. You
should consult a tax advisor  concerning the tax consequences of your investment
in the Portfolios.

                              FINANCIAL HIGHLIGHTS

Shares of the  Limited  Term and Tax Exempt  Limited  Term  Portfolios  have not
previously been offered and therefore do not have previous financial history.



                                [BACK COVER PAGE]

                           The Treasurer's Fund, Inc.

                             Limited Term Portfolio
                        Tax Exempt Limited Term Portfolio

For More Information:
For more information about the Portfolios, the following documents are available
free upon request:

Statement of Additional Information (SAI):
The SAI provides more detailed information about the Portfolios, including their
operations and investments  policies.  It is  incorporated by reference,  and is
legally considered a part of this Prospectus.

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
You can get free copies of these  documents and  prospectuses  of other funds in
the Gabelli  family,  or request other  information  and discuss your  questions
about the Portfolios by contacting:

- ------------------------------------------------------------------------------
                           The Treasurer's Fund, Inc.
- -------------------------------------------------------------------------------
                              One Corporate Center
                                  Rye, NY 10580
                    Telephone: 1-800-GABELLI (1-800-422-3554)
                                 www.gabelli.com


You can review the Portfolios'  reports and SAI at the Public  Reference Room of
the  Securities  and Exchange  Commission.  Information  on the operation of the
Public   Reference   Room  may  be  obtained  by  calling  the   Commission   at
1-202-942-8090.  You can get  text-only  copies:  o For a fee,  by  writing  the
Commission's Public Reference Section, Washington, D.C. 20549-0102 or by calling
1-202-942-8090,  or by  electronic  request  at  the  following  email  address:
[email protected]

o    Free from the Commission's Website at http://www.sec.gov





(Investment Company Act file no. 811-5347)





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