SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
RULE 24f-2 NOTICE
FOR
The Gabelli Money Market Funds
(Name of Registrant)
One Corporate Center, Rye, New York 10580
(Address of principal executive offices)
BENEFICIAL INTEREST $.001 PAR VALUE PER SHARE
(Title of securities with respect to which Notice is filed)
Securities Act File No. 33-48220
Investment Company Act File No. 811-6687
The following information is required pursuant to Rule 24f-2(b)(1):
(i) Fiscal year for which Notice is filed:
October 1, 1994 through September 30, 1995
(ii) Number or amount of securities of the same class or
series which had been registered under the Securities Act of 1933, as
amended, other than pursuant to Rule 24f-2 but which remained unsold
at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
7,663,108 shares
(iv) Number and amount of securities sold during such fiscal
year (excludes shares issued upon reinvestment of dividends):
1,143,159,517 shares
$1,143,159,517
(v) Number and amount of securities sold during such fiscal
year in reliance upon registration pursuant to Rule 24f-2 (excludes
shares issued upon reinvestment of dividends) (1):
1,135,496,409 shares
$1,135,496,409
An opinion of counsel with respect to the legality of the above
shares accompanies this Notice.
DATED: November 15, 1995
THE GABELLI MONEY MARKET FUNDS
By: /s/ Bruce N. Alpert
Bruce N. Alpert
Treasurer
(1) The actual aggregate sales price for which such
securities were sold pursuant to Rule 24f-2 was $1,135,496,409.
During the fiscal year ended September 30, 1995, the actual aggregate
redemption price of securities of the same series redeemed by the
Registrant was $1,123,000,143. Pursuant to Rule 24f-2(c), the
registration fee with respect to the securities sold is calculated as
follows: $1,135,496,409 - $1,123,000,143 = $12,496,266 / 5000 =
$2,499.25.
The Gabelli Money Market Funds
November 15, 1995
Page 2
November 15, 1995
The Gabelli Money Market Funds
One Corporate Center
Rye, NY 10580
Ladies and Gentlemen:
The Gabelli Money Market Funds, a Delaware business trust (the
"Trust"), is filing with the Securities and Exchange Commission a
Rule 24f-2 notice containing the information specified in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of 1940 (the
"Rule"). We understand that the Trust has previously filed a
registration statement on N-1A under the Securities Act of 1933 (File
No. 33-48220), adopting the declaration authorized by paragraph
(a)(1) of the Rule to the effect that an indefinite number of shares
of beneficial interest of the Trust (the "Shares") was being
registered by such registration statement. The effect of the Rule
24f-2 Notice, when accompanied by the filing fee, if any, payable as
prescribed by paragraph (c) of the Rule and by this opinion, will be
to make definite in number the number of Shares sold by the Trust
during the fiscal year ended September 30, 1995 in reliance upon the
Rule (the "Rule 24f-2 Shares").
We have examined a Certificate of Good Standing issued by the
Secretary of State of the State of Delaware dated November 14, 1995
and copies, either certified or otherwise proved to our satisfaction
to be genuine, of the Trust's Agreement and Declaration of Trust and
By-laws, each as now in effect, and other documents relating to the
organization and operation of the Trust relevant to this opinion. We
have also reviewed the form of the Rule 24f-2 Notice being filed by
the Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Trust current at the
time of sale, and that the Rule 24f-2 Shares were sold for a
consideration not less than the net asset value thereof as required
by the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Trust has been duly organized and is legally existing under
the laws of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the
Trust, and to the filing of this opinion under the securities laws of
any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction
other than those of the United States of America and the State of New
York. We note that we are not licensed to practice law in the State
of Delaware, and to the extent that any opinion expressed herein
involves the law of Delaware, such opinion should be understood to be
based solely upon our review of the documents referred to above, the
published statutes of that state, and where applicable, published
cases, rules or regulations of regulatory bodies of that state.
Very truly yours,
/s/ Willkie Farr & Gallagher
93190182
The Gabelli Money Market Funds
November 15, 1995
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