ADVISORY AGREEMENT
THE TREASURER'S FUND, INC.
[ ] MONEY MARKET PORTFOLIO
Darien, Connecticut
April 14, 1997
Gabelli Fixed Income L.L.C.
00 Xxx Xxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxx 00000
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 deci sions, 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.
(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 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 Gabelli Fixed Income 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.
-2-
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; (l) 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
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 April 14, 1997 and shall
continue in effect until November 30, 1998 and thereafter for successive
twelve-month periods (computed from each December 1), 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
-3-
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.
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: April 14, 1997
GABELLI FIXED INCOME L.L.C.
By: Gabelli Fixed Income, Inc.,
Managing Member
By:
------------------------------
-4-
