As filed with the Securities and Exchange Commission on
November 28, 1997
Securities Act File No. 33-48220
Investment Company File No. 811-6687
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [X]
Amendment No. 9 [X]
(check appropriate box or boxes)
The Gabelli Money Market Funds
(Exact Name of Registrant as Specified in Charter)
One Corporate Center
Rye, New York 10580-1434
(Address of Principal Executive Offices) (Zip Code)
(914) 921-5100
(Registrant's Telephone Number, including Area Code)
Bruce N. Alpert
One Corporate Center
Rye, New York 10580-1434
(Name and Address of Agent for Service)
Copies to: Julie A. Tedesco, Esq. Daniel Schloendorn, Esq.
First Data Investor Services Group, Inc. Willkie, Farr &
Gallagher
53 State Street 153 East 53rd Street
Boston, Massachusetts 02109 New York, New York 10022
(617) 573-1556 (212) 821-8265
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on February 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on January 30, 1997 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective
date for a
previously filed post-effective amendment.
The Registrant filed a Rule 24f-2 Notice for its fiscal year ended
September 30, 1997 on November 26, 1997
THE GABELLI MONEY MARKET FUND
CROSS REFERENCE SHEET
(as required by Rule 485(a))
Part A
Item No.
Location in Prospectus
1. Cover Page
Cover Page
2. Synopsis
Fund Goals, Risks and
Strategies; Financial
Information
3. Condensed Financial
Information
Financial Information
4. General Description
of Registrant
Cover Page; Fund
Goals, Risks and
Strategies; Financial
Information ; General
Information
5. Management of the
Fund
Cover Page; Fund
Goals, Risks and
Strategies ;
Management of the Trust;
General Information
5a. Management
Discussion of Fund
Performance
Not Applicable
6. Capital Stock and
Other Securities
Fund Goals, Risks and
Strategies ;
Dividends, Distributions
and Taxes; General
Information
7. Purchase of
Securities Being Offered
Fund Goals, Risks and
Strategies ;
Management of the Trust;
Purchase of Shares;
Exchange of Shares;
General Information
8. Redemption or
Repurchase
Fund Goals, Risks and
Strategies ;
Redemption of Shares
9. Pending Legal
Proceedings
Not Applicable
Part B
Location in Statement of
Item No.
Additional Information
10. Cover Page
Cover Page
11. Table of Contents
Table of Contents
12. General Information
and History
Not Applicable
13. Investment
Objectives and Policies
Investment Objectives and
Policies; Investment
Techniques; Certain Risk
Considerations;
Investment Restrictions;
Portfolio Turnover
14. Management of the
Fund
The Manager; The Sub-
Adviser; The Distributor;
The Sub-Administrator;
The Custodian, Transfer
Agent and Dividend
Disbursing Agent
15. Control Persons and
Principal Holders
of Securities
Trustees and Officers
16. Investment Advisory
and Other Services
The Manager; The Sub-
Adviser; The Sub-
Administrator; The
Distributor; The
Custodian, Transfer Agent
and Dividend Disbursing
Agent
17. Brokerage
Allocation and Other
Practices
Portfolio Transactions
and Brokerage
18. Capital Stock and
Other Securities
Description of the Trust
19. Purchase,
Redemption and Pricing of
Securities Being
Offered
Purchase of Shares;
Redemption of Shares;
Net Asset Value
20. Tax Status
Not Applicable
21. Underwriters
The Distributor
22. Calculation of
Performance Data
Performance Information
23. Financial
Statements
To be filed by amendment
The
Gabelli
U.S. Treasury
Money Market
Fund
PROSPECTUS
February 1, 1998
GABELLI FUNDS, INC.
Manager
GABELLI & COMPANY, INC.
Distributor
TABLE OF CONTENTS
Page
FUND GOALS, RISKS AND STRATEGIES 4
FINANCIAL INFORMATION 5
MANAGEMENT OF THE TRUST 6
INVESTMENT PERFORMANCE 8
PURCHASE OF SHARES 9
REDEMPTION OF SHARES 11
EXCHANGE OF SHARES 12
DIVIDENDS, DISTRIBUTIONS AND TAXES 12
GENERAL INFORMATION 13
No dealer, salesman or other person has been authorized to give
any information or to make any representation other than those
contained in this Prospectus, and if given or made, such
information or representation may not be relied upon as being
authorized by the Fund, the Manager, the Sub-Administrator, the
Distributor or any affiliate thereof. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy
in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
The Gabelli U.S. Treasury Money Market Fund
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com
PROSPECTUS
February 1, 1998
The Gabelli U.S. Treasury Money Market Fund (the "Fund") is
the first series of The Gabelli Money Market Funds, a Delaware
business trust (the "Trust") organized on May 21, 1992. The Fund
is a no-load, open-end, diversified, management investment
company, whose investment objective is high current income
consistent with the preservation of principal and liquidity. The
Fund seeks to achieve its investment objective by investing in
U.S. Treasury obligations which have remaining maturities of 397
days or less. Under normal market conditions, the Fund will
invest at least 65% of its assets in U.S. Treasury obligations.
Currently, the Fund will invest exclusively in U.S. Treasury
obligations.
This Prospectus explains the objectives, policies, risks and
fees of the Fund. Please read it carefully before you invest and
keep it on hand for future reference. A Statement of Additional
Information ("SAI") dated February 1, 1998 containing additional
information about the Fund has been filed with the Securities and
Exchange Commission (the "SEC") and is available for reference,
along with other materials, on the SEC Internet Web Site
(http://www.sec.gov). The SAI is incorporated by reference into
this Prospectus. For a free copy, write or call the Fund at the
telephone number or address set forth above.
Please note that the Fund:
is not a bank deposit
is not federally insured
is not endorsed by any bank or government agency
is not government guaranteed
may not be able to maintain a stable $1 share price
Like all mutual fund shares, these securities have not been
approved or disapproved by the Securities and Exchange Commission,
nor has any state securities commission passed upon the accuracy
or adequacy of this Prospectus. Any representation to the
contrary is a criminal offense.
The Fund maintains a limit on expenses to 0.30% of the
average net assets which is lower than most other money market
funds. In so doing, it imposes certain charges such as an account
closeout fee and wire fees for wires under $5,000. Although it
does not charge for checkwriting, it may do so in the future.
FUND GOALS, RISKS AND STRATEGIES
GOAL. The Fund's goal is to provide high current income
consistent with preservation of principal and liquidity. This
goal is fundamental and may be changed only by shareholders.
PRINCIPAL INVESTMENTS. Under normal market conditions, the Fund
will invest at least 65% of its assets in U.S. Treasury
securities, including:
U.S. Treasury bills
U.S. Treasury notes
U.S. Treasury bonds
U.S. Treasury Strips
The Fund may also borrow money in an amount equal to no more
than 30% of its assets for temporary, extraordinary or emergency
purposes or for the clearance of transactions. Although the Fund
also may enter into repurchase agreements collateralized by U.S.
Treasury securities, the Fund currently intends to invest
exclusively in U.S. Treasury obligations.
Substantially all of the dividends the Fund pays are exempt
from state and local taxes. Such dividends, however, are not
exempt from Federal taxes and any capital gains paid by the Fund
will be subject to Federal, state and local taxes. See
"Dividends, Distributions and Taxes."
The Fund tries to maintain a constant $1.00 per share price
by purchasing only securities with 397 days or less remaining to
maturity and limiting the dollar-weighted average maturity of its
portfolio to 90 days. Although the Fund can't guarantee a $1.00
per share price, its maturity standards and investments in U.S.
Treasury obligations help to minimize any price increases or
decreases that might result from rising or declining interest
rates.
WHO MAY WANT TO INVEST. The Fund may appeal to you if:
you are a long-term investor or saver
you desire a fund with lower fund expenses than the average U.S.
Treasury money market fund
you seek stability of principal more than growth or high current
income
you seek income free from state and local taxes
You may not want to invest in the Fund if:
you are a short-term investor, since the Fund may impose certain
transaction charges
you are aggressive in your investment approach or you desire a
relatively high rate of return
RISK FACTORS. Although the Fund attempts to maintain a constant
net asset value of $1.00 per share, your investment in the Fund is
not guaranteed. By itself, no fund constitutes a balanced
investment program and there is no guarantee that any fund will
achieve its investment objective since there is uncertainty in
every investment.
FINANCIAL INFORMATION
SHAREHOLDER TRANSACTION EXPENSES. The purpose of this table is to
assist you in understanding the expenses a shareholder in the Fund
will bear directly.
Shareholder Transaction Expenses*
Redemption Fees (1) None
Account Closeout Fee (1) $5.00
FUND EXPENSES. The purpose of this table is to assist you in
understanding the expenses charged directly to the Fund, which
investors in the Fund will bear indirectly. Such expenses include
payments to Trustees, auditors, legal counsel and service
providers, registration fees and distribution fees. The fees
shown are based on fees for the Fund's past fiscal year.
Management Fees (after waiver) (2) .15%
12b-1 Fees None
Other Expenses (after expense reimbursements) .15%
Total Operating Expenses (after fee waivers and expense
reimbursements) (2) .30%
* No sales load is imposed on purchases, exchanges or
redemptions.
(1) In association with maintaining a low expense limitation as
noted in (2) below, the Fund will charge your account $5.00 for
each telephone request for bank wire redemption under $5,000 or
telephone request for redemption by check you make. The Fund will
charge a $5.00 account closeout fee when you redeem all shares in
your account, except for fund exchanges and wire transfers. See
"Redemption of Shares." The charges will be paid to State Street
Bank and Trust Company ("State Street") and will reduce the
transfer agency fees otherwise payable by the Fund.
(2) Reflects agreement of Gabelli Funds, Inc. (the "Manager") to
waive indefinitely Management Fees to the extent necessary to
ensure that Total Fund Operating Expenses do not exceed the amount
shown in the table above. If no waiver applied, the Management
Fees would have been .30% and Total Operating Expenses would have
been .46% of average daily net assets. (See "Management of the
Trust - The Manager").
Example:
1
Y
e
a
r
3
Y
e
a
r
s
5
Y
e
a
r
s
1
0
Y
e
a
r
s
a
)
You would pay the
following expenses on a
$1,000 investment,
assuming a 5% annual
return and full redemption
at the end of each time
period:
$
8
$
1
5
$
2
2
$
4
3
b
)
You would pay the
following expenses on the
same investment, assuming
no redemptions:
$
3
$
1
0
$
1
7
$
3
8
The amounts listed in this example should not be considered a
representation of past or future expenses and actual expenses may
be greater or lesser than those indicated. Example (a) includes
the effect of the Fund's $5.00 account closeout fee which is
charged when you voluntarily redeem all of the shares in your
account. The example assumes a 5% annual return; however, the
Fund's actual performance will vary and may result in an actual
return more or less than 5%.
Additional financial and performance information is contained in
the Fund's annual report, which can be obtained without charge by
calling 1-800-GABELLI (1-800-422-3554).
FINANCIAL HIGHLIGHTS. The following information has been audited
by Ernst & Young LLP, independent auditors, whose report thereon
appears in the SAI, which is incorporated by reference.
Per share amounts for a Fund share outstanding throughout each
year ended September 30,
Operating
performance:
1
9
9
7
(
d
)
1
9
9
6
1
9
9
5
1
9
9
4
1
9
9
3
*
Net asset
value,
beginning of
year
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
Net investment
income (a)
0
.
0
4
8
5
0
.
0
4
9
2
0
.
0
5
2
8
0
.
0
3
2
3
0
.
0
2
7
1
Net gain on
investments
0
.
0
0
1
3
0
.
0
0
0
6
0
.
0
0
0
2
0
.
0
0
0
2
0
.
0
0
0
2
Total from
investment
operations
0
.
0
4
9
8
0
.
0
4
9
8
0
.
0
5
3
0
0
.
0
3
2
5
0
.
0
2
7
3
Distributions
to
shareholders
from:
Net investment
income
(
0
.
0
4
8
5
)
(
0
.
0
4
9
2
)
(
0
.
0
5
2
8
)
(
0
.
0
3
2
3
)
(
0
.
0
2
7
1
)
Net realized
gains
(
0
.
0
0
1
3
)
(
0
.
0
0
0
6
)
(
0
.
0
0
0
2
)
(
0
.
0
0
0
2
)
(
0
.
0
0
0
2
)
Total
distributions
(
0
.
0
4
9
8
)
(
0
.
0
4
9
8
)
(
0
.
0
5
3
0
)
(
0
.
0
3
2
5
)
(
0
.
0
2
7
3
)
Net asset
value, end of
year
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
$
1
.
0
0
Total return
(c)
5
.
1
0
%
5
.
1
0
%
5
.
4
0
%
3
.
3
0
%
2
.
8
0
%
Ratios to
average net
assets/
supplemental
data:
Net assets,
end of year
(in 000s)
$
2
0
3
,
5
4
2
$
2
1
6
,
0
3
8
$
2
1
8
,
0
3
6
$
1
8
6
,
0
2
0
$
1
8
7
,
7
0
9
Ratio of net
investment
income
to
average net
assets
4
.
8
5
%
4
.
9
2
%
5
.
3
0
%
3
.
2
3
%
2
.
7
3
%
Ratio of
operating
expenses
to
average net
assets (b)
0
.
3
0
%
0
.
3
0
%
0
.
2
7
%
0
.
3
0
%
0
.
3
0
%
* The Fund commenced operations on October 1, 1992.
(a) Net investment income before fees waived by the Manager for
the fiscal years ended September 30, 1997, 1996, 1995, 1994 and
1993 was $0.0469, $0.0477, $0.0516, $0.0312 and $0.0255,
respectively.
(b) Operating expense ratios before fees waived by the Manager
for the fiscal years ended September 30, 1997, 1996, 1995, 1994
and 1993 were $0.46%, 0.45%, 0.39%, 0.43% and 0.46%, respectively.
(c) Total return represents aggregate total return of a
hypothetical $1,000 investment at the beginning of the period and
sold at the end of the period, including reinvestment of dividends
(exclusive of any closeout fees).
(d) Gabelli Funds, Inc. became the sole investment advisor of
the Fund on April 15, 1997.
MANAGEMENT OF THE TRUST
The Trustees (who, with the Trust's officers, are described
in the SAI) have overall responsibility for the management of the
Trust. The Trustees decide upon matters of general policy and
review the actions of the Manager, Gabelli & Company, Inc. (the
"Distributor") and the Trust's other service providers.
THE MANAGER. Subject to the Trustees' oversight, the Manager
conducts and supervises the daily operations of the Trust, manages
the investment operations of the Trust, administers the Trust's
business affairs and supervises the performance of services by
others. The Manager is located at One Corporate Center, Rye, New
York 10580-1435.
As compensation for its services and the related expenses
borne by the Manager, the Manager is entitled to receive a fee,
computed daily and payable monthly, equal, on an annual basis, to
.30% of the Fund's average daily net assets (the "Management
Fee"). The Manager has agreed to waive voluntarily all or a
portion of its Management Fee and/or to assume voluntarily certain
expenses of the Trust until further notice to the extent necessary
to maintain the total expense ratio of the Fund at not more than
.30% of average daily net assets (excluding interest, taxes and
extraordinary expenses). This has the effect of lowering the
overall expense ratio of the Fund and of increasing yield to
investors in the Fund. There is no assurance that these fees will
be waived or that expenses will be reimbursed in the future. See
"The Manager - Expenses" in the SAI. For the fiscal year ended
September 30, 1997, the Manager received fees after waivers at the
effective rate of .16% of the Fund's average daily net assets.
The Manager believes the indefinite waiver of its fee and
the expense limit of 0.30% makes it one of the most attractive
U.S. Treasury only money market funds. In order to maintain its
lower than average expense structure, it imposed certain
transaction charges to those investors who use the fund for short
periods of time. Accordingly, account closeout fees, bank wires
under $5,000 and check redemptions are subject to a $5.00 fee.
The Manager was formed in 1980 and as of September 30, 1997
acts as investment adviser to the mutual funds with aggregate
assets of approximately $_____ billion. Its majority owned
affiliates Gabelli Advisers LLC and Gabelli Fixed Income LLC
manage mutual funds with assets aggregating $230 million and
$500 million, respectively.
Net Assets
9/30/97
Open-end funds:
Gabelli Asset Fund $1,287,712,035
Gabelli Growth Fund 881,074,822
Gabelli Value Fund Inc. 556,450,043
Gabelli Small Cap Growth Fund 296,491,492
Gabelli Equity Income Fund 73,730,216
Gabelli ABC Fund 28,805,048
Gabelli Global Telecommunications Fund 113,992,650
Gabelli U.S. Treasury Money Market Fund 198,026,264
Gabelli Global Interactive Couch Potato Fund 33,708,361
Gabelli Global Convertible Securities Fund 125,606,441
Gabelli Gold Fund, Inc. 13,750,514
Gabelli Capital Asset Fund 85,484,714
Gabelli International Growth Fund, Inc. 22,126,696
Gabelli Westwood Funds: Equity 132,034,537
Intermediate Bond
5,892,412
Balanced 81,478,044
Small Cap Fund
8,545,979
Realty 100,000
The Treasurers Fund, Inc.: Domestic Prime
Tax Exempt
U.S. Treasury
Closed-end funds:
Gabelli Equity Trust Inc.
Gabelli Global Multimedia Trust Inc.
Gabelli Convertible Securities Fund, Inc.
The Distributor is an indirect majority-owned subsidiary of
the Manager. GAMCO Investors, Inc. ("GAMCO"), a majority owned
subsidiary of the Manager, acts as investment adviser for
individuals, pension trusts, profit sharing trusts and endowments.
As of September 30, 1997, GAMCO had aggregate assets in excess of
$5.5 billion under its management. Mr. Mario J. Gabelli may be
deemed a "controlling person" of the Manager and the Distributor
on the basis of his ownership of stock of the Manager.
The SAI contains further information about the Management
Agreement including a more complete description of the advisory
and expense arrangements, exculpatory and brokerage provisions, as
well as information on the brokerage practices of the Trust.
ADMINISTRATION. The Manager acts as administrator of the Fund and
has engaged First Data Investor Services Group, Inc. (the "Sub-
Administrator") to act as sub-administrator of the Fund. The Sub-
Administrator provides certain administrative services necessary
for the Trust's operations, including the preparation and
distribution of materials for meetings of the Board of Trustees,
compliance testing of Trust activities and assistance in the
preparation of proxy statements and other documentation. For such
services and the related expenses borne by the Sub-Administrator,
the Manager pays an annual fee of .10% of the average daily net
assets of the Trust and certain other affiliated funds not
exceeding $1 billion, .08% of net assets exceeding $1 billion but
not exceeding $1.5 billion, .03% of net assets exceeding $1.5
billion but not exceeding $3 billion, and .02% of net assets
exceeding $3 billion. No additional amount will be paid by the
Trust for services by the Sub-Administrator. The Sub-
Administrator, which is a subsidiary of First Data Corp., has its
principal office at One Exchange Place, Boston, Massachusetts
02109.
The Distributor
Gabelli & Company, Inc., located at One Corporate Center,
Rye, New York 10580-1434, serves as Distributor of the Fund's
shares at no cost to the Fund.
INVESTMENT PERFORMANCE
The Fund may advertise its "7-day yield." The 7-day yield
represents the amount you would earn if you stayed in the Fund for
a year and the Fund continued to have the same yield throughout
that year without reinvesting dividends. Seven-day yield equals
the net investment income per share for a 7-day period annualized.
The Fund may also advertise its "effective yield," the "tax-
equivalent yield" and average annual total returns. Effective
yield is similar to the yield, except it is assumed that dividends
are reinvested and compounded. Tax-equivalent yield shows the
yield you would have to earn on a taxable investment in order to
equal the Fund's tax-free yield and is calculated by dividing the
Fund's yield by one minus a certain state tax rate.
Performance of the Fund compared to other similar mutual
funds or broad-based indices may be advertised. Please note that
the Fund's past performance does not indicate the Fund's future
performance.
PURCHASE OF SHARES
WHEN SHARES CAN BE PURCHASED. You can purchase the Fund's shares
on any day the New York Stock Exchange ("NYSE") is open for
trading (a "Business Day").
HOW TO PURCHASE SHARES. You may purchase shares through the
Distributor, directly from the Trust through the Transfer Agent or
through Participating Organizations.
By Mail. You may open an account by mailing a completed
subscription order form with a check or money order payable to
"The Gabelli U.S. Treasury Money Market Fund" to:
The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308
You can obtain a subscription order by calling 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.
By Bank Wire. To open an account using the bank wire system first
telephone the Fund at 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
ABA #011-0000-28 REF DDA #99046187
Re: The Gabelli U.S. Treasury Money Market Fund
Account of (Registered Owner)
225 Franklin Street, Boston, MA 02110
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. If your wire is received
by the Fund before noon, Eastern Standard Time, you will begin
earning dividends on the day of receipt.
By Personal Delivery. You may deliver a check payable to "The
Gabelli U.S. Treasury Money Market Fund" along with a completed
subscription order form to:
The Gabelli Funds
The BFDS Building, 7th Floor
Two Heritage Drive
Quincy, MA 02171
Through a Participating Organization. You may purchase shares
through organizations that have special arrangements with the Fund
("Participating Organizations"). 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.
To reduce costs, State Street will not issue share certificates.
The Fund reserves the right to (i) reject any purchase order if,
in the opinion of Fund management, it is in the Fund's best
interest to do so and (ii) suspend the offering of shares for any
period of time.
MINIMUM INVESTMENTS. Your minimum initial investment must be at
least $10,000 ($3,000 for registered shareholders of other mutual
funds managed by the Manager, Gabelli Advisers LLC or Gabelli
Fixed Income). If you invest through an IRA, you must invest at
least $1,000 initially. There is no minimum for subsequent
investments. Participating organizations may have different
minimum investment requirements. Officers or Trustees of the
Trust and officers, directors and full-time employees of the
Manager, the Sub-Administrator, the Distributor, State Street and
their affiliates (including such persons' spouses, children,
grandchildren, parents, grandparents, siblings, spouses' siblings,
siblings' spouses and siblings' children and retirement plans and
trusts for their benefit) are not subject to the minimum
investment requirements.
SHARE PRICE. The Fund sells its shares at the "net asset value"
next determined after the Fund receives your complete purchase
order and your payment in Federal funds. If you purchased shares
using a:
check or money order, your payment will usually be converted to
Federal funds by noon (New York time) on the next business day
after receipt by State Street.
by bank wire, your purchase will become effective when State
Street receives the wire.
through a Participating Organization, your purchase will become
effective when State Street receives Federal funds from the
Participating Organization.
"Net Asset Value" per share of the Fund is equal to the value of
the Fund's net assets (the value of its securities and other
assets less its liabilities) divided by the number of shares
outstanding. The Fund uses the amortized cost method of valuing
its portfolio securities to maintain a constant net asset value of
$1.00 per share. Under this method of valuation, the Fund values
it portfolio securities at their cost at the time of purchase and
not at market value, thus minimizing fluctuations in value due to
interest rate changes or market conditions. The Fund calculates
its net asset value at noon (New York time) and at 4:00 p.m. (New
York time) on each business day. Once your purchase order is
effective, your purchase payment will be invested in shares of the
Fund at the net asset value next determined after effectiveness.
REDEMPTION OF SHARES
WHEN SHARES CAN BE REDEEMED. You can redeem shares on any
business day. The Fund may temporarily stop redeeming its shares
when the NYSE is closed or trading on the NYSE is restricted, when
an emergency exists and the Fund cannot sell its shares or
accurately determine the value of its assets, or if the SEC orders
the Fund to suspend redemptions.
If you request redemption proceeds by check, the Fund will
normally mail the check to you within seven days. You will be
charged $5.00 when you redeem all shares in your account, unless
you redeem by wire in excess of $5,000 or you exchange shares out
of the Fund to another Gabelli Fund.
HOW TO REDEEM SHARES. You may redeem shares through the
Distributor, directly from the Trust through the Transfer Agent or
through Participating Organizations.
By Letter. You may mail a letter requesting redemption of shares
to: The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308.
Your letter should state the name of the Fund, 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 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 request that
redemption proceeds be mailed to you by check (if your address has
not changed in the prior 30 days) or by bank wire.
By Check. The Fund will make checks payable to the name in which
the account is registered, normally mail the check to the address
of record within seven days and charge you $5.00 for this service.
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 Fund will
deduct a wire fee (currently $5.00) from your account if you
redeem less than $5,000. If you wish your bank to receive a wire
the day you place the telephone request, you must call the Fund by
noon (New York time).
General. If you purchase Fund shares by check, you may not redeem
shares until 15 days following purchase. 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 Trust will be responsible for any losses due to telephone
transactions.
By Check Draft. You may write checks on your account with the
Fund in the amount of $500 or more. Simply request the
checkwriting service on your subscription order form and the Fund
will send you checks. The Fund will not honor a check if (1) you
purchased shares by check and the check has not cleared, (2) the
check would close out your account, (3) the amount of the check is
higher than funds available in your account, (4) the check is
written for less than $500, or (5) the check contains an
irregularity in the signature or otherwise. In the case of (3),
(4) and (5), State Street will charge your account a $15 fee. The
Trust may change or terminate the check-writing service or impose
additional charges at any time.
Through the Systematic Withdrawal Plan. You may automatically
redeem shares on a monthly, quarterly or annual basis. Please
call the Distributor at 1-800-422-3554 for more information.
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 Involuntary Redemption. The Fund may redeem all shares in
your 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.
EXCHANGE OF SHARES
You may exchange shares from the Fund for shares of any
other open end mutual fund advised by the Manager or its
affiliates or distributed by the Distributor. See the listing of
open end funds available on page 7. You must meet the minimum
purchase requirements for the fund whose shares you acquire by
exchange. The Fund offers an automatic monthly exchange
privilege. If you are exchanging for shares of a fund with a
higher sales charge, you must pay the difference at the time of
exchange. Please call the Distributor for details.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund expects to declare daily and pay monthly dividends
of net investment income and short-term capital gains and make
distributions annually of any net long-term capital gains. If you
effect a purchase of shares prior to 12:00 noon (New York time),
you will receive the full dividend for that day. If you effect a
redemption request prior to 12:00 noon (New York time) on any
business day, you will not earn that day's dividend but the
redemption proceeds are available that day; redemption requests
effected at 4:00 p.m. (New York time) earn that day's dividend but
the redemption proceeds are not available until the next business
day.
The Fund will pay dividends and distributions in additional
shares of the Fund based on the net asset value of the Fund's
shares on the payment date. If you wish to receive dividends in
cash, notify State Street at the address noted on page 9 or by
telephone at 1-800-422-3554.
In general, as long as the Fund meets the requirements to
qualify as a regulated investment company ("RIC") under Federal
tax laws, it will not be subject to Federal income tax on its
income and capital gains, if any, that it distributes in a timely
manner to its shareholders. The Fund intends to qualify annually
as a RIC. Even if it qualifies as a RIC, the Fund may still be
liable for an excise tax on income that is not distributed in
accordance with a calendar year requirement. The Fund intends to
avoid the excise tax by making timely distributions.
Generally, you will owe tax on the amounts distributed to
you, regardless of whether you receive these amounts in cash or
reinvest them in additional Fund shares. Shareholders not subject
to tax on their income generally will not be required to pay any
tax on amounts distributed to them. Federal income tax on
distributions to an IRA or to a qualified retirement plan will
generally be deferred.
Capital gains, if any, derived from sales of portfolio
securities held by the Fund will generally be designated as long-
term or short-term. Distributions from the Fund's long-term
capital gains are generally taxed at a favorable long-term capital
gains rate regardless of how long you have owned shares in the
Fund. Dividends from other sources are generally taxed as
ordinary income.
Dividends and capital gain distributions are generally
taxable when you receive them; however, if a distribution is
declared in October, November or December, but not paid until
January of the following year, it will be considered to be paid on
December 31 in the year in which it was declared. Shortly after
the end of each year, you will receive from the Fund a statement
of the amount and nature of the distributions made to you during
the year.
More information about the tax treatment of distributions
from the Fund and about other potential tax liabilities, including
backup withholding for certain taxpayers and information about tax
aspects of dispositions of shares of the Fund, is contained in the
SAI. You should consult your tax advisor regarding the impact of
owning Fund shares on your own personal tax situation, including
the applicability of any state and local taxes.
GENERAL INFORMATION
Description of Shares, Voting Rights and Liabilities
The Trust was organized on May 21, 1992 as an unincorporated
business trust under the laws of Delaware. The Fund is the only
portfolio of the Trust.
All shareholders of the Trust have equal voting, liquidation
and other rights. You are entitled to one vote for each share you
hold and a fractional vote for each fraction of a share you hold.
You will be asked to vote on matters affecting the Trust as a
whole and affecting the Fund. The Trust will not hold annual
shareholder meetings, but special meetings may be held at the
written request of shareholders owning more than 10% of
outstanding shares for the purpose of removing a Trustee. The SAI
contains more information regarding voting rights.
You will receive unaudited Semi-Annual Reports and Audited
Annual Reports on a regular basis from the Fund. In addition, you
will also receive updated Prospectuses or Supplements to this
Prospectus. In order to eliminate duplicate mailings, the Fund
will only send one copy of the above communications to (1)
accounts with the same primary record owner, (2) joint tenant
accounts, (3) tenant in common accounts and (4) accounts which
have the same address.
Custodian, Transfer Agent and Dividend Disbursing Agent
State Street, located at 225 Franklin Street, Boston, MA
02110, is the Custodian for the Trust's cash and securities as
well as the Transfer and Dividend Disbursing Agent for its shares.
Boston Financial Data Services, Inc. ("BFDS"), an affiliate of
State Street, performs the shareholder services on behalf of State
Street and is located at The BFDS Building, Two Heritage Drive,
Quincy, MA 02171. State Street does not assist in and is not
responsible for investment decisions involving assets of the
Trust.
Information for Shareholders
All shareholder inquiries regarding administrative
procedures including the purchase and redemption of shares should
be directed to the Distributor, Gabelli & Company, Inc., One
Corporate Center, Rye, New York 10580-1434, or to the respective
Participating Organization, as the case may be. For assistance,
call 1-800-GABELLI (1-800-422-3554).
Upon request, Gabelli & Company will provide, without
charge, a paper copy of this Prospectus to investors or their
representatives who received this Prospectus in an electronic
format.
The Gabelli U.S. Treasury Money Market Fund
One Corporate Center
Rye, New York 10580-1434
Telephone 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1998
This Statement of Additional Information relates to The Gabelli
U.S. Treasury Money Market Fund (the "Fund") which is the first
series of The Gabelli Money Market Funds, a Delaware business
trust (the "Trust"). This Statement of Additional Information is
not a prospectus and is only authorized for distribution when
preceded or accompanied by the Fund's prospectus dated February 1,
1998 , as supplemented from time to time (the
"Prospectus"). This Statement of Additional Information contains
additional and more detailed information than that set forth in
the Prospectus and should be read in conjunction with the
Prospectus, additional copies of which may be obtained without
charge by writing or telephoning the Fund at the address and
telephone number set forth above.
TABLE OF CONTENTS
Investment Objective and Policies 2
Investment Techniques 2
U.S. Treasury Obligations 2
Repurchase Agreements 3
When-Issued and Delayed Delivery Securities 3
Illiquid Securities 3
Certain Risk Considerations 4
Investment Restrictions 6
Trustees and Officers 7
The Manager 11
Expenses 13
The Sub-Administrator 14
The Distributor 14
The Custodian, Transfer Agent and Dividend Disbursing Agent 14
Purchase of Shares 15
Retirement Plans 15
Redemption of Shares 15
Net Asset Value 16
Portfolio Turnover 17
Portfolio Transactions and Brokerage 17
Performance Information 18
Description of Trust 18
General Information 19
Counsel and Independent Auditors 19
Financial Statements 20
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is high current income
consistent with preservation of principal and liquidity. The Fund
seeks to achieve this objective by investing in U.S. Treasury
obligations which have remaining maturities of 397 days or less.
There can be no assurance that the Fund can achieve its investment
objective. Currently the Fund will invest exclusively in U.S.
Treasury obligations. Although the Fund reserves the right to use
repurchase agreements, the Fund will not engage in such activity
until further notice. The investment objective stated above is
fundamental and may be changed only by the affirmative vote of at
least a majority of the Fund's outstanding voting securities as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). A majority of the Fund's outstanding securities is
the lesser of (i) 67% of the shares represented at a meeting of
shareholders at which the holders of 50% or more of the Fund's
outstanding shares are represented in person or by proxy or (ii)
more than 50% of the Fund's outstanding shares.
For a further description of the investment objective and
policies of the Fund, see "Fund Goals, Risks, and Strategies"
in the Fund's Prospectus.
INVESTMENT TECHNIQUES
In order to achieve its investment objective, the Fund
invests in the following types of instruments and uses certain
strategies described below.
U.S. Treasury Obligations
As set forth in the Prospectus, under normal market
conditions the Fund will invest at least 65% of its assets in the
following types of U.S. Treasury obligations:
U.S. Treasury Securities. The Fund will invest in U.S.
Treasury securities, including bills, notes and bonds. These
instruments are direct obligations of the U.S. Government and, as
such, are backed by the "full faith and credit" of the United
States. They differ primarily in their interest rates and the
lengths of their maturities.
Components of U.S. Treasury Securities. The Fund may also
invest in component parts of U.S. Treasury notes or bonds, namely,
either the corpus (principal) of such Treasury obligations or one
or more of the interest payments scheduled to be paid on such
obligations. Component parts of U.S. Treasury notes or bonds are
created through the U.S. Treasury Department's STRIPS program and
certain other programs stripping government securities. These
obligations may take the form of (i) Treasury obligations from
which the interest coupons have been stripped, (ii) the interest
coupons that are stripped, or (iii) book-entries at a Federal
Reserve member bank representing ownership of Treasury obligation
components, and may be acquired by the Fund in the form of
custodial receipts that evidence ownership of future interest
payments, principal payments or both on certain U.S. Treasury
notes or bonds. The underlying U.S. Treasury notes and bonds are
held in custody by a bank on behalf of the owners. These
custodial receipts are commonly referred to as Treasury strips.
When-Issued and Delayed Delivery Securities
The Board has authorized the Fund from time to time, in the
ordinary course of business, to purchase securities on a when-
issued or delayed delivery basis (i.e., delivery and payment can
take place a month or more after the date of the transaction);
however, the Manager does not currently intend to employ such
investments. The securities so purchased would be subject to
market fluctuation and no interest would accrue to the purchaser
during this period. While the Fund would only purchase securities
on a when-issued or delayed delivery basis with the intention of
acquiring the securities, the Fund may sell the securities before
the settlement date, if it is deemed advisable. At the time the
Fund makes the commitment to purchase securities on a when-issued
or delayed delivery basis, the Fund will record the transaction
and thereafter reflect the value, each day, of such security in
determining the net asset value of the Fund. At the time of
delivery of the securities, the value may be more or less than the
purchase price. The Fund would also establish a segregated
account with the Trust's Custodian in which it would continuously
maintain cash and U.S. Government securities equal in value to
commitments for such when-issued or delayed delivery securities;
subject to this requirement, the Fund may purchase securities on
such basis without limit. For a description of the risks
associated with the purchase of securities on a when-issued or
delayed delivery basis, see "Certain Risk Considerations."
Illiquid Securities
The Board has authorized the Fund to invest up to 10% of its
net assets in repurchase agreements which have a maturity of
longer than seven days or in other illiquid securities, including
securities that are illiquid by virtue of the absence of a readily
available market or subject to legal or contractual restrictions
on resale; however, the Manager does not currently intend to
employ such investments. Historically, illiquid securities have
included securities subject to contractual or legal restrictions
on resale because they have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
securities which are otherwise not readily marketable and
repurchase agreements having a maturity of longer than seven days.
Securities which have not been registered under the Securities Act
are referred to as private placements or restricted securities and
are purchased directly from the issuer or in the secondary market.
Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of
portfolio securities and a mutual fund might be unable to dispose
of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might
also have to register such restricted securities in order to
dispose of them resulting in additional expense and delay. Adverse
market conditions could impede such a public offering of
securities.
In recent years, however, a large institutional market has
developed for certain securities that are not registered under the
Securities Act including repurchase agreements, commercial paper,
foreign securities, municipal securities and corporate bonds and
notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be
readily resold or on an issuer's ability to honor a demand for
repayment. The fact that there are
contractual or legal restrictions on resale to the general public
or to certain institutions may not be indicative of the liquidity
of such investments.
Rule 144A under the Securities Act allows for a
broader institutional trading market for securities otherwise
subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of
the Securities Act for resales of certain securities to qualified
institutional buyers. The Trust's investment adviser
anticipates that the market for certain restricted securities such
as institutional commercial paper will expand further as a result
of this new regulation and the development of automated systems
for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the National Association of Securities
Dealers, Inc. ("NASD") .
Restricted securities eligible for resale pursuant to Rule
144A under the Securities Act are not deemed to be illiquid. The
Fund would treat such securities as illiquid until such time that
the investment adviser determines that they are readily
marketable. In reaching liquidity decisions, the Trusts
investment adviser would consider, inter alia, the following
factors: (1) the frequency of trades and quotes for the security;
(2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature
of the security and the nature of the marketplace trades (e.g.,
the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer). Repurchase
agreements subject to demand are deemed to have a maturity equal
to the notice period.
CERTAIN RISK CONSIDERATIONS
An investment in the Fund involves certain risks, including
risks associated with entering into repurchase agreements and the
purchase of securities on a when-issued or delayed delivery basis.
Repurchase Agreements
The Board has authorized the Fund to enter into repurchase
agreements, which are agreements to purchase securities (the
"underlying securities") from a bank which is a member of the
Federal Reserve System, or from a well-established securities
dealer, and the bank or dealer agrees to repurchase the underlying
securities from the Fund, at the original purchase price, plus
specified interest, at a specified future date; however, the
Manager does not currently intend to employ such investments. The
Fund will enter into repurchase agreements only where the
underlying securities (1) are of the type (excluding maturity
limitations) which the Fund's investment policies and restrictions
would allow it to purchase directly and (2) are "marked to market"
on a daily basis, so that the market value of the underlying
securities, including interest accrued, is equal to or in excess
of the value of the repurchase agreement. The period of maturity
is usually quite short, possibly overnight or a few days, although
it may extend over a number of months. The resale price is in
excess of the purchase price, reflecting an agreed-upon rate of
return effective for the period of time the Fund's money is
invested in the security. The U.S. Treasury obligations held as
collateral are valued daily, and as the value of these instruments
declines, the Fund will require additional collateral.
With respect to engaging in repurchase agreements, the
Fund's risk would be primarily that, if the seller defaults, the
proceeds from the disposition of the underlying securities and
other collateral for the seller's obligations are less than the
repurchase price. If the seller becomes insolvent, the Fund might
be delayed in or prevented from selling the collateral. In the
event of a default or bankruptcy by a seller, the Fund will
promptly seek to liquidate the collateral. To the extent that the
proceeds from any sale of such collateral upon a default in the
obligation to repurchase are less than the repurchase price, the
Fund will experience a loss.
In addition, interest income derived from repurchase
agreements is not considered to be income derived from U.S.
Treasury obligations and is not exempt from state and local income
taxes. In addition, some states require that, in order for the
tax exempt character of the Fund's interest from U.S. Treasury
obligations to pass through to its shareholders, the Fund must
maintain specified minimum levels of the Fund's total assets in
U.S. Treasury obligations. If the level of non-U.S. Treasury
obligations (including repurchase agreements) exceeds a state's
limit for this pass-through, then none of the Fund's interest
income would be exempt from state or local income tax in the state
for the applicable year. While the Fund does not specifically
limit the amount of repurchase agreements which it can enter into,
the Fund will endeavor to maintain the levels necessary to
preserve the pass-through of the Fund's tax exempt interest income
from U.S. Treasury obligations.
When-Issued and Delayed Delivery Securities
The Board has authorized the Fund to purchase or sell
securities on a when-issued or delayed delivery basis; however,
the Manager does not currently intend to employ such investments.
When-issued or delayed delivery transactions arise when securities
are purchased or sold by the Fund with payments and delivery
taking place in the future in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of
entering into the transaction. The Trust's Custodian would
maintain, in a segregated account of the Fund, cash or U.S.
Treasury obligations having a value equal to or greater than the
Fund's purchase commitments. The Trust's Custodian will likewise
segregate securities sold on a delayed delivery basis.
If the Fund engages in when-issued transactions, the Fund
would rely on the seller to consummate the sale. The seller's
failure to do so may result in the Fund losing an opportunity to
obtain a favorable price and yield. When-issued or delayed
delivery securities may decline or increase in value during the
period from the Fund's investment commitment to the settlement of
the purchase. In addition, an increase in the percentage of the
Fund's assets committed to the purchase of securities on a when-
issued or delayed delivery basis may increase the volatility of
the Fund's net asset value. The Manager does not believe
that the Fund's net asset value or income would be adversely
affected by the Fund's purchase of securities on such basis.
INVESTMENT RESTRICTIONS
Unless specified to the contrary, the following restrictions
are fundamental and may not be changed as to the Fund without the
approval of the majority of the outstanding voting securities of
the Fund (as defined in the 1940 Act).
As a matter of fundamental policy, the Trust may not, on
behalf of the Fund:
(1) purchase any security other than obligations of the U.S.
Government, including repurchase agreements with respect to such
securities;
(2) borrow money, except from banks for temporary,
extraordinary or emergency purposes, including the meeting of
redemption requests which might otherwise require the untimely
disposition of securities, or for clearance of transactions;
borrowing in the aggregate may not exceed 30% of the value of the
Fund's total assets (including the amount borrowed), less
liabilities (not including the amount borrowed) at the time the
borrowing is made; investment securities will not be purchased
while borrowings exceed 5% of the Fund's total assets;
(3) issue senior securities as defined in the 1940 Act
except insofar as the Fund may be deemed to have issued a senior
security by reason of: (a) entering into any repurchase
agreement; (b) permitted borrowings of money from banks; or (c)
purchasing securities on when-issued or delayed delivery basis;
(4) make loans of the Fund's portfolio securities, except
through repurchase agreements;
(5) purchase securities on margin (except that the Fund may
obtain such short-term credits as may be necessary for clearance
of transactions);
(6) act as underwriter of securities except to the extent
that, in connection with the disposition of portfolio securities,
it may be deemed to be an underwriter under certain Federal
securities laws;
(7) make short sales or maintain a short position;
(8) buy or sell real estate or interests in real
estate, including real estate limited partnerships;
(9) acquire securities of other investment companies, except
in connection with a merger, consolidation, acquisition or
reorganization;
(10) make investments for the purpose of exercising control
or management;
(11) invest in interests in or leases related to
oil, gas or other mineral exploration or development programs; or
(12) buy or sell commodities or commodity contracts
(including futures contracts and options thereon).
In addition, as a matter of operating policy, the Trust will not
on behalf of the Fund invest more than 25% of the Fund's total
assets in any industry other than the U.S. Government.
If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting
from a change in values of portfolio securities or amount of total
or net assets will not be considered a violation of any of the
foregoing restrictions.
TRUSTEES AND OFFICERS
The Trustees and Officers of the Trust and their principal
occupations during the last five years are set forth below.
Unless otherwise specified, the address of each such person is One
Corporate Center, Rye, New York, 10580-1434.
Name, Age,
Position(s)
with Trust
and Address
Principal Occupations
During Past Five Years
*Mario J.
Gabelli, 55
President and
Trustee
Chairman of the Board, Chief
Executive Officer and Chief
Investment Officer of Gabelli Funds,
Inc.; Chief Investment Officer of
GAMCO Investors, Inc.; President and
Chairman of The Gabelli Equity Trust
Inc. and The Gabelli Multimedia Trust
Inc.; President, Chief Investment
Officer and Director of Gabelli
Global Series Funds, Inc., Gabelli
Investor Funds, Inc., The Gabelli
Value Fund Inc., Gabelli Equity
Series Funds, Inc., and The Gabelli
Convertible Securities Funds Inc.;
Chairman of the Board, President and
Chief Investment Officer and Director
of Gabelli Capital Series Funds,
Inc.; Trustee of The Gabelli Asset
Fund and The Gabelli Growth Fund;
Chairman of the Board of Gabelli Gold
Fund, Inc., Gabelli International
Growth Fund, Inc., and Chairman and
Chief Executive Officer of Lynch
Corporation; Director of Morgan
Group, Inc. and Spinnaker Industries,
Inc.
Anthony J.
Colavita, 62
Trustee
President and Attorney at Law in the
law firm of Anthony J. Colavita,
P.C. ; Director of Gabelli
Global Series Funds, Inc., Gabelli
Investor Funds, Inc., The Gabelli
Value Fund Inc., The Gabelli Series
Funds, Inc., Gabelli Gold Fund, Inc.,
Gabelli Capital Series Funds, Inc.
and Gabelli Equity Series Funds,
Inc.; Trustee of The Westwood Funds,
The Gabelli Asset Fund and The
Gabelli Growth Fund .
Vincent D.
Enright, 55
Trustee
Senior Vice President and Chief
Financial Officer of Brooklyn Union
Gas Company; Director of Gabelli
Equity Series Funds, Inc. and Gabelli
Investors Funds, Inc.
John J.
Parker, 66
Trustee
Attorney at the law firm of McCarthy,
Fingar, Donovan, Drazen & Smith, since
August 1989.
Name, Age,
Position(s)
with Trust
and Address
Principal Occupations
During Past Five Years
*Karl Otto
Pohl, 67
Trustee
Partner of Sal Oppenheim Jr. & Cie
(private investment bank) since 1991;
board member of IBM World Trade
Europe/Middle East/Africa Corp.;
Bertelsmann AG; Zurich Versicherungs-
Gesellschaft (insurance); the
International Advisory Board of
General Electric Company; the
International Council for JP Morgan &
Co.; the Board of Supervisory
Directors of ROBECo/o Group; and the
Supervisory Board of Royal Dutch
(petroleum company); Advisory Director
of Unilever N.V. and Unilever
Deutschland; Director or Trustee of
all funds advised by Gabelli Funds,
Inc.
Anthonie C.
van Ekris,
63
Trustee
Managing Director of Balmac
International; Director, Stahel
Hardmeyer A.G.; Trustee, The Gabelli
Asset Fund and The Gabelli Growth
Fund; Director, The Gabelli
Convertible Securities Fund, Inc.,
Gabelli Equity Series Funds, Inc., The
Gabelli Global Series Fund Inc.,
Gabelli Capital Series Funds, Inc.,
Gabelli Gold Fund, Inc. and Gabelli
International Growth Fund.
Bruce N.
Alpert, 46
Vice
President &
Treasurer
Vice President, Treasurer and Chief
Financial Officer and Administrative
Officer of the investment advisory
division of the Adviser; President and
Treasurer of The Gabelli Asset Fund
and The Gabelli Growth Fund; Vice
President and Treasurer of Gabelli
Equity Series Funds, Inc., Gabelli
International Growth Fund, Inc., The
Gabelli Equity Trust Inc., The Gabelli
Global Multimedia Trust Inc., The
Gabelli Value Fund Inc., Gabelli
Investor Funds, Inc., Gabelli Global
Series Funds, Inc., The Gabelli
Convertible Securities Fund, Inc.,
Gabelli Capital Series Funds, Inc. and
Vice President of the Westwood Funds
and Manager of Gabelli Advisers LLC.
Ronald S.
Eaker, 37
Vice
President
19 Old Kings
Highway
South
Darien, CT
06820
Senior Portfolio Manager of Gabelli
Fixed Income LLC and its predecessors
since 1987. President and Chief
Investment Officer of The Treasurer's
Fund, Inc.
Henley L.
Smith, 41
Vice
President
19 Old Kings
Highway
South
Darien, CT
06820
Senior Portfolio Manager of Gabelli
Fixed Income LLC and its predecessors
since 1987. Vice President and
Investment Officer of The Treasurer's
Fund, Inc.
Name, Age,
Position(s)
with Trust
and Address
Principal Occupations
During Past Five Years
James E.
McKee, 34
Secretary
Vice President and General Counsel of
GAMCO Investors, Inc. since 1993 and
of Gabelli Funds, Inc. since August
1995; Secretary of all Funds advised
by Gabelli Funds, Inc. and Gabelli
Advisers LLC since August 1995. Branch
Chief with the U.S. Securities and
Exchange Commission in New York 1992
through 1993. Staff attorney with the
U.S. Securities and Exchange
Commission in New York from 1989
through 1992.
* "Interested person" of the Fund, as defined in the 1940 Act.
Mr. Gabelli is an affiliated person of the Manager. Mr.
Pohl received fees from the Manager but has no obligation to
provide any services to the Manager. Although this relationship
does not appear to require designation of Mr. Pohl as an
interested person, the Trust has made such a designation in order
to avoid the possibility that Mr. Pohl's independence would be
questioned.
No Director, officer or employee of the Manager , or any
affiliate of the Manager will receive compensation from
the Trust for serving as an officer or Trustee of the Trust. The
Trust pays each of its Trustees who is not a director, officer or
employee of the Manager or any of its affiliates
$3,000 per annum plus $500 per meeting attended plus reimbursement
of relevant travel and out-of-pocket expenses.
TRUSTEE COMPENSATION TABLE
The following table sets forth certain information regarding
the compensation of the Trust's Trustees. No executive officer or
person affiliated with the Trust received compensation from the
Trust for the fiscal year ended September 30, 199 7 in
excess of $60,000.
(1)
Name of
Person
(2)
Aggregate
Compensation
from
Registrant
for Fiscal
Year
(3)
Total
Compensati
on from
Registrant
and Fund
Complex
Paid to
Trustees
for
Calendar
Year*
Anthony J.
Colavita
$_____
$
_____(11)
Vincent D.
Enright
$_____
$
_____(4)
John J.
Parker
$_____
$
_____ (1)
Karl Otto
Pohl
$_____
$
_____(15)
Anthonie
C. van
Ekris
$_____
$
_____(10)
* The total compensation paid to such persons during the
calendar year ended December 31, 1996. The parenthetical number
represents the number of investment companies (including the Fund)
from which such person receives compensation that are considered
part of the same Fund complex as the Fund, because, among other
things, they have a common investment adviser.
No compensation was received by either Mr. Mario J. Gabelli or Mr.
Thomas E. O'Connor, a former Trustee of the Trust, from the
Registrant.
On ____________, 1997, the outstanding voting securities of
the Fund consisted of ________________ shares of beneficial
interest. As a group, the Officers and Trustees of the Trust
(other than Mr. Gabelli) owned beneficially, directly or
indirectly, less than 1% of its outstanding voting shares.
Set forth below is certain information as to persons who
owned 5% or more of the Fund's outstanding shares as of
____________, 1997:
Name and Address % of Class Nature of Ownership
GAMCO Investors Inc. _____% Beneficially*
One Corporate Center
Rye, New York 10580-1442
Gabelli Funds, Inc. _____% Record
One Corporate Center
Rye, New York 10580-1442
Gabelli Associates Fund _____% Record
One Corporate Center
Rye, New York 10580-1434
Mario J. Gabelli _____% Beneficially**
One Corporate Center
Rye, New York 10580-1434
* Includes _________ Shares (_____% of the number of shares
outstanding) held by discretionary client accounts of GAMCO
Investors, Inc.
** Includes _________ Shares (_____% of the number of shares
outstanding) indirectly beneficially owned by Mr. Gabelli as a
result of his position as a controlling person of certain
shareholders, including those listed in the table above.
THE MANAGER
The Manager is a New York corporation with principal offices
located at One Corporate Center, Rye, New York 10580-1434. The
Manager also serves as
investment adviser to The Gabelli
Growth Fund, The Gabelli Asset Fund, The Gabelli Equity Income
Fund, The Gabelli Small Cap Growth Fund, The Gabelli Value Fund
Inc., The Gabelli ABC Fund, The Gabelli Global Telecommunications
Fund, The Gabelli Global Convertible Securities Fund, The Gabelli
Global Interactive Couch Potato Fund, Gabelli Gold Fund, Inc.,
Gabelli Capital Asset Fund and Gabelli International Growth Fund,
Inc., open-end investment companies, and The Gabelli Equity Trust
Inc., The Gabelli Global Multimedia Trust Inc. and The Gabelli
Convertible Securities Fund, closed-end investment companies. The
Manager is a registered investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act").
Pursuant to a management agreement with the Trust (the
"Management Agreement"), the Manager, subject to the supervision
of the Trustees and in conformity with the stated policies of the
Trust, manages both the investment operations of the Trust and the
composition of the Trust's portfolio, including the purchase,
retention, disposition of securities and other investments. The
Manager is obligated to keep certain books and records of the
Trust in connection therewith. The Manager is also obligated to
provide research and statistical analysis and to pay costs of
certain clerical and administrative services involved in portfolio
management. The management services of the Manager to the Trust
are not exclusive under the terms of the Management Agreement and
the Manager is free to, and does, render management services to
others.
The Manager has authorized any of its directors, officers
and employees who have been elected as Trustees or Officers of the
Trust to serve in the capacities in which they have been elected.
Services furnished by the Manager under the Management Agreement
may be furnished by any such directors, officers or employees of
the Manager. In connection with the services it renders, the
Manager bears the following expenses:
(a) the salaries and expenses of all personnel of the
Trust and the Manager, except the fees and expenses of Trustees
who are not affiliated persons of the Manager or the Trust's
investment adviser;
(b) all expenses incurred by the Manager or by the
Trust in connection with managing the ordinary course of the
Trust's business, other than those assumed by the Trust, as
described below ; and
(c) the costs and expenses payable to First Data
Investor Services Group, Inc. (the "Sub-Administrator") pursuant
to a sub-administration agreement between the Manager and the Sub-
Administrator (the "Sub-Administration Agreement").
Prior to April 14, 1997, the Manager also bore the costs
and expenses payable to Gabelli-O'Connor Fixed Income Mutual Funds
Management Company, the Trust's former sub-adviser.
Under the terms of the Management Agreement, the Trust is
responsible for the payment of the following expenses, including
(a) the fee payable to the Manager, (b) the fees and expenses of
Trustees who are not affiliated with the Manager , (c) the
fees and certain expenses of the Trust's Custodian and Transfer
and Divided Disbursing Agent, including the cost of providing
records to the Manager in connection with its obligation of
maintaining required records of the Trust and of pricing the
Trust's shares, (d) the fees and expenses of the Trust's legal
counsel and independent auditors, (e) brokerage commissions and
any issue or transfer taxes chargeable to the Trust in connection
with its securities transactions, (f) all taxes and business fees
payable by the Trust to governmental agencies, (g) the fees of any
trade association of which the Trust is a member, (h) the cost of
share certificates representing shares of the Trust, if any, (i)
the cost of fidelity insurance, and Trustees' and Officers' and
errors and omissions insurance, if any, (j) the fees and expenses
involved in registering and maintaining registration of the Trust
and of its shares with the Securities and Exchange Commission (the
"SEC") and registering the Trust as a broker or dealer and
qualifying its shares under state securities laws, including the
preparation and printing of the Trust's registration statement and
prospectuses for such purposes, (k) allocable communications
expenses with respect to investor services and all expenses of
shareholders and Trustees' meetings and of preparing, printing and
mailing reports to shareholders, (l) litigation and
indemnification expenses and any other extraordinary expenses not
incurred in the ordinary course of the Trust's business, (m) any
expenses assumed by the Trust pursuant to a plan of distribution
adopted in conformity with Rule 12b-1 under the 1940 Act, if any,
and (n) the fees and expenses of each series of the Trust in
connection with the management, investment and reinvestment of the
assets of each such series.
The Management Agreement provides that the Manager shall not
be liable to the Trust for any error of judgment by the Manager or
for any loss sustained by the Trust except in the case of a breach
of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages will be limited as
provided in the 1940 Act) or of willful misfeasance, bad faith,
gross negligence or reckless disregard of duty. The Management
Agreement in no way restricts the Manager from acting as adviser
to others. The Trust has agreed by the terms of the Management
Agreement that the Trust may use the name "Gabelli" only for so
long as the Management Agreement or any amendment, renewal or
extension thereof remains in effect or for so long as the Manager
is responsible for the portfolio management and administrative
services for the Trust. The Trust has further agreed that in the
event that for any reason, the Manager ceases to be responsible
for the portfolio management and administrative services of the
Trust, the Trust will, unless the Manager otherwise consents in
writing, promptly take all steps necessary to change its name to
one which does not include "Gabelli."
The Management Agreement is terminable without penalty by
either party upon not less than sixty (60) days' written
notice. The Management Agreement will automatically terminate in
the event of its assignment, as defined in the 1940 Act and rules
thereunder, except to the extent otherwise provided by order of
the SEC or any rule under the 1940 Act and except to the extent
the 1940 Act no longer provides for automatic termination, in
which case the approval of a majority of the independent Trustees
is required for any "assignment."
By its terms, the Management Agreement, which was last
approved by the Board of Trustees on November 19, 199 7 ,
will remain in effect until November 19, 199 8 and from
year to year thereafter, provided each such annual continuance is
specifically approved by the Fund's Board of Trustees or
"majority" (as defined in the 1940 Act) vote of its shareholders
and, in either case, by a majority vote of the Trustees who are
not parties to the Management Agreement or interested persons of
any such party, cast in person at a meeting called specifically
for the purpose of voting on the Management Agreement.
As compensation for its services and the related expenses
borne by the Manager, the Trust pays the Manager a fee (the
"Management Fee"), computed daily and payable monthly, equal, on
an annual basis, to .30% of the Fund's average daily net assets,
payable out of the Fund's net assets.
Expenses
To the extent necessary, the Manager has undertaken to waive
voluntarily fees provided for in the Management Agreement and/or
voluntarily to assume certain expenses of the Trust so that total
expenses of the Fund do not exceed .30% of the Fund's average
daily net assets.
During the fiscal years ended September 30, 1997,
September 30, 1996 and September 30, 1995, the investment advisory
fees paid to the Manager were $635,419, $750,885 and $627,450,
respectively. During such years, the Manager waived advisory fees
in the amounts of $343,237, $375,443 and $278,588, respectively.
THE SUB-ADMINISTRATOR
The Sub-Administrator is located at One Exchange Place,
Boston, Massachusetts 02109. Pursuant to a Sub-Administration
Agreement, the Sub-Administrator provides certain administrative
services necessary for the Trust's operations but which do not
concern the investment advisory and portfolio management services
provided by the Manager or the Sub-Adviser. For such services and
the related expenses borne by the Sub-Administrator, the Manager
pays an annual fee of .10% of the average daily net assets of the
Trust and certain other affiliated funds not exceeding $1 billion,
.08% of net assets exceeding $1 billion but not exceeding $1.5
billion, .03% of net assets exceeding $1.5 billion but not
exceeding $3 billion, and .02% of net assets exceeding $3 billion.
The Sub-Administrator's fee is paid by the Manager and will result
in no additional expense to the Trust.
THE DISTRIBUTOR
The Trust on behalf of the Fund has entered into a
Distribution Agreement with Gabelli & Company, Inc. (the
"Distributor"), a New York corporation which is a subsidiary of
Gabelli Funds, Inc., having principal offices located at One
Corporate Center, Rye, New York 10580-1434. The Distributor acts
as agent of the Fund for the continuous offering of its shares on
a no-load basis at no cost to the Fund. In connection with the
sale of the Fund's shares, the Trust has authorized the
Distributor to give only such information and to make only such
statements and representations as are contained in the Fund's
Prospectus or Statement of Additional Information. Sales may be
made only by Prospectus, which may be delivered personally or
through the mails. The Distributor is the Fund's "principal
underwriter" within the meaning of the 1940 Act, and bears all
costs of preparing, printing and distributing reports and
prospectuses used by the Trust in connection with the sale of the
Fund's shares and all sales literature printed, counsel fees and
expenses in connection with the foregoing.
The Distribution Agreement is terminable by the Distributor
or the Trust at any time without penalty on not more than sixty
(60) days' nor less than thirty (30) days' written notice,
provided that termination by the Trust must be directed or
approved by the Trustees, by the vote of the holders of a majority
of the outstanding voting securities of the Trust, or by written
consent of a majority of the Trustees who are not interested
persons of the Trust or the Distributor. The Distribution
Agreement will automatically terminate in the event of its
assignment, as defined in the 1940 Act. The Distribution
Agreement provides that, unless terminated, it will remain in
effect from year to year, so long as continuance of the
Distribution Agreement is approved annually by the Trustees or by
a majority of the outstanding voting securities of the Trust, and
in either case, also by majority of the Trustees who are not
interested persons of the Trust, or the Distributor, as defined in
the 1940 Act.
THE CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company is the custodian for the
Trust's cash and securities as well as the transfer and dividend
disbursing agent (the "Custodian," "Transfer Agent" and "Dividend
Disbursing Agent") for its shares. Boston Financial Data
Services, Inc., an affiliate of State Street Bank and Trust
Company, performs the shareholder services on behalf of State
Street Bank and Trust Company, and is located at the BFDS
Building, Two Heritage Drive, Quincy, Massachusetts
02171. State Street Bank and Trust Company does not assist in,
and is not responsible for, investment decisions involving assets
of the Trust.
PURCHASE OF SHARES
The procedures for purchasing shares of the Fund are
summarized in the Prospectus under "Purchase of Shares."
RETIREMENT PLANS
The Trust has available a form of Individual Retirement
Account ("IRA") for investment in Fund shares which may be
obtained from the Distributor. The minimum investment required to
open an IRA for investment in shares of the Fund is $1,000 for an
individual. There is no minimum for additional investments in an
IRA.
Under the Internal Revenue Code of 1986, as amended (the
"Code"), individuals may make wholly or partly tax-deductible IRA
contributions of up to $2,000 annually, depending on whether they
are active participants in an employer-sponsored retirement plan
and/or their income level. However, dividends and distributions
held in the account are not taxed until withdrawn in accordance
with the provisions of the Code. An individual with a non-working
spouse may establish a separate IRA for the spouse under the same
conditions and contribute a maximum of $4,000 annually to both
IRAs provided that no more than $2,000 may be contributed to the
IRA of either spouse.
Investors who are self-employed may purchase shares of the
Fund through tax-deductible contributions to retirement plans for
self-employed persons, known as Keogh or H.R. 10 plans. The Fund
does not currently act as sponsor for such plans. Fund 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. The minimum initial
investment for such plans is $1,000 and there is no minimum for
additional investments.
Investors should be aware that they may be subject to
penalties or additional tax on contributions or withdrawals from
IRAs or other retirement plans which are not permitted by the
applicable provisions of the Code. Persons desiring information
concerning investments through IRAs or other retirement plans
should write or telephone the Distributor.
REDEMPTION OF SHARES
The procedures for redemption of shares of the Fund are
summarized in the Prospectus under "Redemption of Shares."
The Trust has elected to be governed by Rule 18f-1 under the 1940
Act pursuant to which the Trust is obligated to redeem shares
solely in cash up to the lesser of $250,000 or one percent of the
net asset value of the Fund during any 90-day period for any one
shareholder.
NET ASSET VALUE
The method for determining the public offering price of the
Fund's shares and the net asset value per share is summarized in
the Prospectus under "Purchase of Shares - Share Price."
The Fund relies on Rule 2a-7 under the 1940 Act to use the
amortized cost valuation method to stabilize the purchase and
redemption price of its shares at $1.00 per share. This method of
valuation involves valuing portfolio securities at their cost at
the time of purchase and thereafter assuming a constant
amortization to maturity of any discount or premium, regardless of
the impact of interest rate fluctuations on the market value of
the securities. While reliance on Rule 2a-7 should enable the
Fund, under most conditions, to maintain a $1.00 share price,
there can be no assurance that the Fund will be able to do so, and
investment in the Fund is neither insured nor guaranteed by the
U.S. Government.
As required by Rule 2a-7, the Trustees have adopted the
following policies relating to the Fund's use of the amortized
cost method:
(a) The Trustees have established procedures which they
consider to be reasonably designed, taking into account current
market conditions affecting the Fund's investment objective, to
stabilize its net asset value at $1.00 per share.
(b) The Trustees (i) have adopted procedures whereby the
extent of deviation between the current net asset value per share
calculated using available market quotations or market-based
quotations from the Fund's amortized cost price per share, will be
determined at such intervals as the Trustees deem appropriate and
as are reasonable in light of current market conditions, (ii) will
periodically review the amount of deviation as well as the methods
used to calculate the deviation, and (iii) will maintain records
of the determination of deviation and the Trustees' review
thereof. In the event such deviation exceeds 3/10 of 1%, the
Trustees will promptly consider what action, if any, should be
taken to prevent the deviation from exceeding 1/2 of 1%. Where
the Trustees believe the extent of deviation may result in
material dilution or other unfair results to investors or exiting
shareholders, they shall take such action as they deem appropriate
to eliminate or reduce to the extent reasonably practicable such
dilution or unfair results.
(c) The Fund will seek to maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining a
stable net asset value per share; provided, however, that it will
not purchase any instrument with a remaining maturity (as
determined pursuant to Rule 2a-7) longer than 397 days nor
maintain a dollar-weighted average portfolio maturity which
exceeds 90 days.
(d) The Fund will limit its portfolio investments, including
repurchase agreements, to those United States dollar-denominated
securities which the Manager , acting in accordance with
procedures and guidelines approved by the Trustees, determines
to be of eligible quality and to present minimal credit
risks. The Fund will invest in U.S. Treasury obligations and
repurchase agreements collateralized by U.S. Treasury obligations.
The types of U.S. Treasury obligations in which the Fund will
invest include (1) bills, notes and bonds issued by the U.S.
Treasury that are direct obligations of the U.S. Government and
(2) component parts of U.S. Treasury notes and bonds, namely,
either the corpus (principal) of such Treasury obligations or one
of the interest payments scheduled to be paid on such obligations.
See "Investment Objective and Policies" in the Prospectus.
(e) The Fund will record, maintain and preserve permanently
in an easily accessible place a written copy of the procedures
described above and will record, maintain and preserve for a
period of not less than six years (two years in an easily
accessible place) a written record of the Trustees' considerations
and actions taken in connection with the discharge of their
obligations set forth above.
While the procedures adopted by the Trustees have been
designed to enable the Fund to achieve its investment objective of
maintaining a $1.00 share price, there can be no assurance that a
constant share price will be maintained. In the event that market
conditions or changes in issuer creditworthiness result in a
substantial deviation between the Fund's $1.00 amortized cost
price per share and its net asset value per share based on the
market value of the Fund's portfolio, the Trustees will take such
action as they deem appropriate to eliminate or reduce to the
extent possible any dilution of shareholder interests or other
unfair results to existing shareholders or investors. Such action
may include basing the purchase and redemption price of Fund
shares on the Fund's market-based net asset value, with the result
that the Fund's price per share may be higher or lower than $1.00.
PORTFOLIO TURNOVER
The Fund normally intends to hold its portfolio securities
to maturity. The Fund normally does not expect to trade portfolio
securities although it may do so to take advantage of short-term
market movements. The Fund will make purchases and sales of
portfolio securities on a net price basis; brokerage commissions
are not normally charged on the purchase or sale of U.S. Treasury
securities. See "Portfolio Transactions and Brokerage."
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Manager is responsible for decisions to buy and
sell securities for the Fund, arranging the execution of portfolio
transactions on the Fund's behalf, and selection of brokers and
dealers to effect the transactions. Purchases of portfolio
securities are made from dealers, underwriters and issuers; sales,
if any, prior to maturity, are made to dealers and issuers. The
Fund does not normally incur any brokerage commission expense on
such transactions. There were no brokerage commissions incurred
by the Fund since its commencement of operations. The instruments
purchased by the Fund are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a
stated commission, although the price of the security usually
includes a profit to the dealer. Securities purchased in
underwritten offerings include a fixed amount of compensation to
the underwriter, generally referred to as the underwriter's
concession or discount. When securities are purchased or sold
directly from or to an issuer, no commissions or discounts are
paid.
The policy of the Fund regarding purchases and sales of
securities is that primary consideration will be given to
obtaining the most favorable price and efficient execution of
transactions.
PERFORMANCE INFORMATION
The Fund will prepare a current quotation of yield from time
to time. The yield quoted will be the simple annualized yield for
an identified seven (7) calendar day period. The yield
calculation will be based on a hypothetical account having a
balance of exactly one share at the beginning of the seven-day
period. The base period return will be the change in the value of
the hypothetical account during the seven-day period, including
dividends declared on any shares purchased with dividends on the
shares but excluding any capital changes. The yield will vary as
interest rates and other conditions affecting money market
instruments change. The yield for the seven-day period ended
September 30, 199 7 was 4.90% (4.75% without waivers),
which is equivalent to an effective yield of 5.02% (4.86% without
waivers). The yield also depends on the quality, length of
maturity and type of instruments in the Fund's portfolio and its
operating expenses. The Fund may also prepare an effective annual
yield computed by compounding the unannualized seven-day period
return as follows: by adding 1 to the unannualized seven-day
period return, raising the sum to a power equal to 365 divided by
7, and subtracting 1 from the result.
EFFECTIVE YIELD = [(base period return + 1)365/7] -1
The Fund may also calculate the tax equivalent yield over a
thirty-day period. The tax equivalent yield will be determined by
first computing the current yield as discussed above. The Fund
will then determine what portion of the yield is attributable to
securities, the income of which is exempt for state and local
income tax purposes. This portion of the yield will then be
divided by one minus the maximum state tax rate of individual
taxpayers and then added to portion of the yield that is
attributable to other securities.
The Fund's yield will fluctuate, and annualized yield
quotations are not a representation by the Fund as to what an
investment in the Fund will actually yield for any given period.
Actual yields will depend upon not only changes in interest rates
generally during the period in which the investment in the Fund is
held, but also on any realized or unrealized gains and losses and
changes in the Fund's expenses.
The Fund may advertise certain total return information
computed in the manner described in the Prospectus. An average
annual compound rate of return ("T") will be computed by using the
redeemable value at the end of a specified period "ERV" of a
hypothetical initial investment of $1,000 ("P") over a period of
time ["n"] according to the formula: P(1+T)n = ERV.
Comparative performance information may be used from time to
time in advertising or marketing the Fund's shares, including data
from Lipper Analytical Services, Inc., IBC Money Fund Report, The
Bank Rate Monitor, other industry publications, business
periodicals, rating services and market indices.
DESCRIPTION OF TRUST
The Trust is organized as an unincorporated business trust
under the laws of Delaware.
The Fund is the initial series of shares of beneficial
interest (par value $.001) of the Trust. The Trustees are
authorized to designate one or more additional series of shares of
beneficial interest of the Trust, each series representing a
separate investment portfolio. Shares of all series will have
identical voting rights, except where by law, certain matters must
be approved by a majority of the shares of the affected series.
Each share of any series of shares when issued has equal dividend,
liquidation (see "Redemption of Shares") and voting rights within
the series for which it was issued and each fractional share has
those rights in proportion to the percentage that the fractional
share represents of a whole share. Shares will be voted in the
aggregate.
Shares have no preference, preemptive, conversion or similar
rights. All shares, when issued in accordance with the terms of
the offering, will be fully paid and nonassessable. Shares will be
redeemed at net asset value, at the option of the shareholder.
The Fund sends semi-annual and annual reports to all of its
shareholders which include a list of the Fund's portfolio
securities and the Fund's financial statements which shall be
audited annually. Unless it is clear that a shareholder holds as
nominee for the account of an unrelated person or a shareholder
otherwise specifically requests in writing, the Fund may send a
single copy of semi-annual, annual and other reports to
shareholders to all accounts at the same address and all accounts
of any person at that address.
It is the intention of the Trust not to hold annual meetings
of shareholders. The Trustees may call a special meeting of
shareholders for action by shareholder vote as may be required by
the 1940 Act, the Declaration of Trust of the Trust or the By-Laws
of the Trust. In addition, the Trust will call a special meeting
of shareholders for the purpose of voting upon the question of
removal of a Trustee or Trustees, if requested to do so by the
holders of at least 10% of the Trust's outstanding shares, and the
Trust will assist in communications with other shareholders as
required by Section 16(c) of the 1940 Act.
Shares of the Trust have noncumulative voting rights which
means that the holders of more than 50% of shares can elect 100%
of the Trustees if the holders choose to do so, and, in that
event, the holders of the remaining shares will not be able to
elect person or persons as Trustees. The Transfer Agent does not
issue certificates evidencing Fund shares.
GENERAL INFORMATION
Counsel and Independent Auditors
Willkie Farr & Gallagher, 153 East 53rd Street, New York,
New York 10022, is counsel to the Trust.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, has been selected as independent auditors for the Trust.
FINANCIAL STATEMENTS
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Financial Statements included in Part A, the
Prospectus:
Financial Highlights for the years ended September 30, 1993,
September 30, 1994, September 30, 1995, September 30, 1996,
and September 30, 1997.
(2) Financial Statements included in Part B, the Statement
of Additional Information:
- Statement of Net Assets at September 30, 1997.
- Statement of Operations for the year ended
September 30, 1997.
- Statement of Changes in Net Assets for years
ended September 30, 1996 and
September 30, 1997.
- Notes to Financial Statements at September 30,
1997.
- Report of Independent Auditors dated October 24,
1997.
(3) Financial Statements included in Part C:
Consent of Independent Auditors to be filed by Amendment.
(b) Exhibits:
(1)(a) Certificate of Trust of Registrant.*
(1)(b) Declaration of Trust of the Registrant.*
(2) Amended and Restated By-Laws of the Registrant.*
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Management Agreement between the Registrant and
Gabelli Funds, Inc. ("Gabelli Funds" or the "Manager").**
(5)(b) Sub-Advisory Agreement between the Manager and
Gabelli-O'Connor Fixed Income Mutual Funds Management
Company ("Gabelli-O'Connor" or the "Sub-Adviser").**
(5)(c) Sub-Administration Agreement between the Manager
and First Data Investor Services Group, Inc. (formerly known
as The Shareholder Services Group, Inc., "FDISG" or the
"Sub-Administrator").**
(6) Distribution Agreement between the Registrant and
Gabelli & Company, Inc. ("Gabelli" or the "Distributor").**
(7) Not Applicable.
(8) Custodian Agreement between the Registrant and State
Street Bank and Trust Company. *
(9) Transfer Agency Agreement between the Registrant and
State Street Bank and Trust Company. *
(10) Not Applicable.
(11)(a) Consent of Independent Auditors to be filed
by Amendment.
(11))b) Consent of Counsel is to be filed by
Amendment.
(11)(c) Powers of attorney for Anthony Colavita, Vincent
E. Enright,
Thomas E. O'Connor, John J. Parker, Karl Otto Pohl and
Anthonie C. van Ekris. *
(12) Not Applicable.
(13) Purchase Agreement. *
(14) Prototype Individual Retirement Account Plan available
from Gabelli & Company, Inc. *
(15) Not Applicable.
(16) Schedule for Computation of Each Performance
Quotation.***
(17) Financial Data Schedule to be filed by Amendment.
(18) Not Applicable.
Item 25. Persons Controlled by or Under Common Control
with Registrant.
Not Applicable.
Item 26. Number of Holders of Securities.
The following information for The Gabelli U.S.
Treasury Money Market Fund is furnished as of January __,
1998.
(1) (2)
Number of Record
Title of Series Holders
The Gabelli U.S. Treasury Money Market Fund
_____
Item 27. Indemnification.
To the extent consistent with Section 17(h) and (i) of
the Investment Company Act of 1940 (the "1940 Act") and
pursuant to Sections 2 and 3 of Article VII of the
Registrant's Declaration of Trust (Exhibit 1(b) to this
Registration Statement) and Article VI of the Registrant's
By-Laws (Exhibit 2 to this Registration Statement),
Trustees, officers and employees of the Trust will be
indemnified to the maximum extent permitted by Delaware law
and the 1940 Act.
Reference is made to Sections 2 and 3 of Article Seven
of Registrant's Declaration of Trust and Article VI of the
Registrant's By-Laws.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes that it will apply
the indemnification provisions of its Declaration of Trust,
its By-Laws, the Management Agreement, the Sub-Advisory
Agreement, the Sub-Administration Agreement and the
Distribution Agreement in a manner consistent with Release
No. 11330 of the Securities and Exchange Commission under
the 1940 Act.
Item 28. Business and Other Connections of Investment
Adviser.
The Manager serves as manager of the Registrant. For
information as to its business, profession, vocation or
employment of a substantial nature, reference is made to the
Form ADV filed by it under the Investment Advisers Act of
1940, as amended (the "Advisers Act"). (SEC File No. 801-
37706)
Item 29. Principal Underwriters.
The information required with respect to the directors
and officers of the Distributor is set forth in the
Distributor's current Form BD which is incorporated herewith
by reference. (SEC File No. 8-21373)
Item 30. Location of Accounts and Records.
All such accounts, books and other documents required
by Section 31(a) of the 1940 Act and Rules 31a-1 through
31a-3 thereunder are maintained at the offices of First Data
Investor Services Group, 53 State Street, Boston,
Massachusetts 02109; State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110; BFDS, Two
Heritage Drive, Boston, Massachusetts 02171; and Gabelli
Funds, Inc., One Corporate Center, Rye, New York 10580-1434.
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings.
Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of
removal of a trustee or trustees of Registrant when
requested in writing to do so by the holders of at least 10%
of Registrant's outstanding shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, as amended, the
Registrant, THE GABELLI MONEY MARKET FUNDS, has duly caused
this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Rye and State of New York, on the
28th day of November, 1997.
THE GABELLI MONEY MARKET FUNDS
By: /s/ Mario J. Gabelli
Mario J. Gabelli
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment to its
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signature Title
Date
/s/ Mario J. Gabelli Principal Executive Officer and
Trustee 11/28/97
Mario J. Gabelli
/s/ Bruce N. Alpert Principal Financial and
Accounting Officer 11/28/97
Bruce N. Alpert
/s/ Anthony Colavita* Trustee
11/28/97
Anthony J. Colavita
/s/ Vincent D. Enright* Trustee
11/28/97
Vincent E. Enright
/s/ John J. Parker* Trustee
11/28/97
John J. Parker
/s/ Karl Otto Pohl* Trustee
11/28/97
Karl Otto Pohl
/s/ Anthonie C. van Ekris* Trustee
11/28/97
Anthonie C. van Ekris
*By: /s/ Bruce N. Alpert
11/28/97
Bruce N. Alpert
Attorney-in-fact
